Terms of Service

01Acceptance of Terms

These Terms of Service ("Terms") are a legal agreement between you ("you," "Client," or "user") and Advantage Biomedical Services, Inc. ("ABS," "we," "us," or "our"). By accessing www.advantagebiomedical.com, using our client portal, requesting a quote, or engaging us for services, you agree to be bound by these Terms and our Privacy Policy.

If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use our website or services.

02Description of Services

ABS is a Healthcare Technology Management (HTM) company providing biomedical equipment services to hospitals, surgery centers, clinics, and laboratories. Our offerings may include:

• Preventive maintenance, corrective repair, and calibration.
• Equipment sales, leasing, rental, loaner, and trade-in/buyback programs.
• Electrical safety and operation safety inspections.
• Service contracts and compliance support.
• Advisory services, including capital equipment planning.

Specific service scope, deliverables, pricing, and timing are defined in the applicable quote, service order, or service contract (each, a "Service Order"). In the event of a conflict between these Terms and a signed Service Order, the Service Order controls with respect to that engagement.

03Accounts & Client Portal

Certain features — including our client portal, client records, and document libraries — require an account. You agree to:

• Provide accurate, current, and complete information when you register.
• Keep your credentials confidential and not share them with unauthorized users.
• Promptly notify us of any unauthorized access or suspected security incident.
• Accept responsibility for all activity that occurs under your account.

We may suspend or terminate accounts we reasonably believe are being used in violation of these Terms.

04Service Orders & Quotes

Quotes are valid for the period stated on the quote and are subject to availability of parts, labor, and scheduling. A Service Order is formed when ABS confirms acceptance of your purchase order, signed quote, or written authorization.

Scope changes (additional equipment, parts, labor, or site visits) may result in additional charges. We will communicate material changes in writing before they are incurred, absent an emergency.

Scheduled visits may be rescheduled by either party with reasonable notice. Short-notice cancellations (less than 24 hours) may incur a cancellation or travel fee as stated in the applicable Service Order.

05Payment & Billing

Unless otherwise specified in a Service Order:

• Invoices are due net thirty (30) days from the invoice date.
• Late amounts may accrue interest at 1.5% per month, or the highest rate permitted by applicable law, whichever is lower.
• You are responsible for all applicable taxes other than taxes based on our net income.
• We may suspend services on accounts with materially past-due balances after written notice and a reasonable cure period.

Disputed invoice amounts must be submitted in writing within fifteen (15) days of the invoice date along with supporting detail; undisputed amounts remain due.

06Client Obligations

To enable us to perform effectively, you agree to:

• Provide safe, timely, and reasonable access to equipment, facilities, and relevant personnel.
• Share accurate information about equipment make, model, serial numbers, maintenance history, and known issues.
• Comply with applicable manufacturer specifications, operator training requirements, and facility safety policies.
• Maintain appropriate backups, redundancies, and business continuity for clinical operations — ABS is not a substitute for clinical judgment or redundancy planning.
• Obtain any required consents or licenses necessary for us to perform.

07Warranties & Disclaimers

ABS warrants that services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards, by qualified personnel. Parts we supply are covered by the manufacturer's warranty except as otherwise stated in a Service Order; ABS-specific parts warranties, if any, are set forth in the Service Order.

08Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• ABS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THE WEBSITE, OR THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO ABS FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limitations do not apply to (a) a party's indemnification obligations, (b) breaches of confidentiality, (c) gross negligence or willful misconduct, or (d) liabilities that cannot be limited under applicable law.

09Indemnification

You agree to defend, indemnify, and hold harmless ABS and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your breach of these Terms; (ii) your violation of any law or third-party right; or (iii) your negligence or willful misconduct in connection with the use of any equipment serviced by ABS.

ABS will defend and indemnify you on equivalent terms for third-party claims alleging that services, as delivered by ABS, infringe a valid U.S. intellectual property right, subject to the limitations in Section 08.

10Intellectual Property

The ABS website, brand, logos, text, graphics, layouts, and software are owned by or licensed to ABS and are protected by intellectual property laws. Except as expressly permitted, you may not copy, modify, distribute, reverse engineer, or create derivative works of our materials.

Deliverables provided to you under a Service Order (such as service reports, calibration certificates, and compliance documentation) are licensed for your internal use at the facilities covered by the engagement. Pre-existing tools, templates, and know-how remain the property of ABS.

11Acceptable Use

You agree not to:

• Use the website or services in violation of any applicable law or regulation.
• Attempt to probe, scan, or test the vulnerability of our systems, or breach security or authentication measures.
• Interfere with or disrupt the integrity or performance of the website, services, or the data they contain.
• Upload malicious code, viruses, or content that infringes third-party rights.
• Use automated means (scraping, crawling, or harvesting) to extract data without our written permission.

12Termination

Either party may terminate a Service Order for material breach that remains uncured thirty (30) days after written notice. We may suspend or terminate your access to the website or client portal at any time for conduct that we reasonably believe violates these Terms or is otherwise harmful.

On termination: (a) amounts properly owed remain payable; (b) licenses granted under these Terms end, except those required to use previously delivered deliverables; (c) sections that by their nature should survive will survive (including confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and governing law).

13Governing Law & Disputes

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Alameda County, California, for any dispute not subject to arbitration.

The parties will first attempt to resolve any dispute through good-faith discussions between executives with authority to settle. If a dispute cannot be resolved within thirty (30) days, either party may pursue available legal remedies, including, where the parties have separately agreed, binding arbitration.

14General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and any Service Order, constitute the entire agreement between the parties on this subject and supersede prior understandings.
• Changes. We may update these Terms from time to time by posting a revised version; material changes will be identified by an updated "Last updated" date. Your continued use after the effective date constitutes acceptance.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets. ABS may assign freely.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, labor disputes, supplier failures, or government actions.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary.
• No waiver. Failure to enforce a provision is not a waiver of future enforcement.
• Notices. Legal notices must be in writing and sent to the email or mailing address below.

15Contact Us

Questions about these Terms, a Service Order, or billing?