These Terms of Service ("Terms") govern access to and use of logistics technology, dispatch, and courier operations provided by Copergrine Medical Courier (CMC), a division of Copergrine, Inc. By creating an account, requesting a delivery, or otherwise using our services, you agree to these Terms and any incorporated agreements. If you accept on behalf of an organization, you represent that you are authorized to bind that organization.

1. Scope of Services

CMC designs and operates clinical logistics programs, including stat and scheduled transport of specimens, blood products, pharmaceuticals, medical equipment, and regulated documentation. Service levels, pricing, and operating procedures may be established in master service agreements, statements of work, BAAs, or onboarding documentation. If these Terms conflict with a signed agreement, the signed agreement controls.

2. Regulatory Compliance

We maintain policies aligned with HIPAA, HITECH, OSHA, DOT, IATA, state board of pharmacy rules, and other governing regulations. Clients agree to classify, package, and document materials accurately and to notify us of any special handling requirements. Parties will execute BAAs, quality agreements, or similar instruments where required to memorialize compliance obligations.

3. Client Obligations

• Provide accurate pickup and delivery locations, access instructions, and contacts
• Ensure materials are packaged, labeled, and temperature-controlled per applicable standards
• Disclose hazardous, infectious, or controlled materials and supply required documentation
• Maintain secure access to accounts, authentication tokens, and integrated systems
• Review delivery confirmations, incident reports, and invoices promptly

4. Copergrine Commitments

• Deploy trained, credentialed couriers who meet our driving, health, and background standards
• Follow documented SOPs, chain-of-custody processes, and quality assurance programs
• Maintain insurance for auto liability, cargo, general liability, and workers compensation
• Provide technology-enabled visibility, alerts, and analytics consistent with contractual commitments
• Escalate delays, incidents, or service disruptions promptly through agreed channels

5. Service Windows and Delays

We work to meet agreed pickup and delivery windows. Events beyond our reasonable control—severe weather, facility access issues, government inspections, labor actions, force majeure—may impact timelines. We will coordinate alternatives, but are not liable for consequential damages resulting from delays outside our control unless expressly agreed in writing.

6. Fees and Payment

Rates are established through proposals, managed service agreements, or in-application pricing schedules. Unless otherwise specified, invoices are due within 30 days. Late balances may incur finance charges or result in service suspension. Billing discrepancies must be raised within 15 days of receipt.

7. Liability and Insurance

Unless a separate agreement states otherwise, CMC's liability for loss, damage, or delay is limited to the lesser of (a) $250 per shipment or (b) the documented replacement cost of the item. Clients may request declared value coverage or additional insurance in writing before transport.

We are not liable for indirect, incidental, or consequential damages—including lost profits, loss of goodwill, or regulatory penalties—unless caused by our gross negligence or willful misconduct.

8. Technology and Intellectual Property

All software, dashboards, APIs, documentation, and processes delivered by CMC or the Copergrine platform remain our intellectual property. We grant clients a revocable, non-exclusive license to use these tools solely for internal operations tied to courier services. Reverse engineering, copying, or derivative works require written consent.

9. Term and Termination

Either party may terminate services for convenience upon 30 days' written notice unless a master agreement specifies otherwise. We may suspend or terminate access immediately if you breach these Terms, threaten service integrity, or engage in fraudulent, unsafe, or unlawful activity. Obligations that naturally survive termination—payment, confidentiality, indemnification, limitation of liability— remain in effect.

10. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict of laws principles. The parties agree to attempt good-faith resolution of disputes. If unresolved, disputes will be submitted to binding arbitration in Harris County, Texas, administered by the American Arbitration Association under its Commercial Arbitration Rules, unless a separate agreement designates another forum. Either party may seek injunctive relief in court to protect confidential information or intellectual property.

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