Terms of Service

1.1 Key terms.

For these Terms, the following definitions apply:

• “Customer” means the person or organization accepting these Terms. “Authorized Users” are employees, contractors, and other personnel Customer permits to use its subscription.
• “Services” means the NEMT OS software, applications, portals, and related services included in Customer’s subscription. “Documentation” means the instructions and technical materials we provide for those Services.
• “Order Form” means an accepted order, subscription plan, quote, or other written ordering document describing the purchased Services, fees, limits, and subscription period.
• “Customer Data” means records, files, information, and other content submitted by Customer or its Authorized Users, including trip, passenger, driver, vehicle, and billing information.
• “Developer Platform” means any APIs, webhooks, credentials, or integration tools included in the purchased Services. A “Customer Application” is software or an integration Customer operates that connects to those tools.
• “AI Features” means automated features that use artificial intelligence or machine learning. “AI Input” is information supplied to those features; “AI Output” is the resulting recommendation, prediction, response, or other generated material.
• “PHI” means protected health information under the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”). A “BAA” is a business associate agreement executed by Customer and NEMT OS.
• “Third-Party Services” means products, integrations, and services supplied by organizations other than NEMT OS.

2.1 Subscription access.

We provide the Services identified in the applicable Order Form for the subscription period, subject to payment and compliance with this Agreement. Customer must supply compatible devices, internet access, and any other equipment needed to use the Services.

2.2 Support and changes.

Support is provided under the applicable plan or written support arrangement. We may update the Services to improve their operation, address security issues, or meet legal requirements. We will use reasonable efforts to notify Customer of material changes that adversely affect core functionality. Any uptime commitment or service credit must be stated in a separate written agreement.

2.3 Accounts and credentials.

Customer must keep account and billing information accurate, restrict access to Authorized Users, and protect passwords, API keys, and other credentials. Customer is responsible for activity under its accounts and must promptly report suspected unauthorized access to [email protected].

2.4 Developer Platform.

API and integration access is available only when included in Customer’s Order Form. Customer must follow the Documentation and applicable usage limits. Customer is responsible for the development, security, operation, and support of its Customer Applications, including how those applications handle data and credentials.

2.5 Suspension and API changes.

We may restrict or suspend access when reasonably necessary to address nonpayment, misuse, a security threat, or activity that disrupts the Services. Where practicable, we will notify Customer and provide an opportunity to resolve the issue. APIs and webhooks may change or be retired; we will use reasonable efforts to give notice of material changes, except when urgent security, legal, or operational needs require immediate action.

3.1 Permitted use.

During the subscription period, Customer may use the purchased Services and Documentation for its own business operations, within the limits of its Order Form. This permission is non-exclusive and may not be transferred except as permitted by this Agreement. Authorized Users may access the Services on Customer’s behalf; Customer remains responsible for their compliance.

3.2 Use restrictions.

Customer and its Authorized Users must not:

• use the Services unlawfully or infringe another person’s privacy or intellectual property rights;
• share access with unauthorized parties, or resell, sublicense, or commercially distribute the Services without written permission;
• reverse engineer the software, except to the extent applicable law expressly permits;
• bypass authentication, access controls, API limits, or other technical restrictions;
• introduce malicious code, disrupt service, or access data or systems without authorization;
• copy the Services or use access to develop a competing product; or
• remove proprietary notices or conduct security testing without prior authorization.

3.3 Ownership and feedback.

NEMT OS and its licensors retain ownership of the Services, Documentation, software, branding, and improvements. Customer retains ownership of Customer Data. Rights not expressly granted remain with their owner. Customer permits us to use voluntarily submitted product feedback to develop and improve our products without compensation; feedback should not include confidential information or PHI.

3.4 Third-party and open-source licenses.

Components supplied under separate third-party or open-source licenses remain governed by those licenses. Nothing in these Terms limits rights those licenses expressly provide.

3.5 AI Features.

AI Output can contain errors or omissions and must be reviewed before use. Customer is responsible for confirming recommendations, routes, records, claims, and other results against its operational requirements. AI Output must not be the sole basis for clinical, safety, eligibility, or other decisions that materially affect a person. Customer must not use AI Features to violate another person’s rights or attempt to extract underlying models or protected system information.

4.1 Subscription fees.

Customer will pay the fees specified in its Order Form or selected plan. Unless that document says otherwise, fees are billed in advance and are non-refundable, except where required by law or agreed in writing. Vehicle counts, usage allowances, API access, and additional charges are determined by the purchased plan or Order Form; access to one service does not imply access to all modules.

4.2 Payment and taxes.

Customer must provide valid payment details and pay invoices according to the applicable payment schedule. Customer is responsible for applicable taxes other than taxes on NEMT OS’s net income. If a third-party payment processor is used, its applicable terms govern payment processing, and Customer authorizes the information sharing necessary to complete the payment.

4.3 Changes and overdue amounts.

Price changes, renewal pricing, and any late charges are subject to the applicable Order Form or plan and required notice. We may suspend Services for overdue amounts after notice and an opportunity to pay, subject to any separate contractual requirements. Suspension does not excuse amounts already owed.

5.1 Rights to Customer Data.

Customer authorizes NEMT OS to host, process, transmit, and display Customer Data as needed to provide, maintain, secure, and improve the Services, subject to this Agreement, the Privacy Policy, and any applicable BAA or data protection agreement. This authorization does not transfer ownership of Customer Data.

5.2 Permissions and data quality.

Customer must have the rights and lawful authority to submit Customer Data and provide all required notices and consents. Customer is responsible for the accuracy, completeness, legality, and suitability of its records. Customer must not upload malicious content, unlawfully obtained information, or material that infringes third-party rights.

5.3 Transportation operations.

Customer is responsible for running its transportation business, including driver qualifications, vehicle condition, insurance, permits, passenger safety, payer requirements, claims accuracy, and billing compliance. NEMT OS provides operational software; it does not provide transportation or medical care. Software outputs do not guarantee payment, reimbursement, regulatory approval, or compliance.

5.4 Access, exports, and backups.

Customer is responsible for assigning appropriate permissions, reviewing changes to its records, and maintaining any independent records or backups required for its business. Export assistance and data availability after termination are governed by the applicable Order Form or separate written arrangement.

5.5 Third-party integrations.

When Customer enables an integration, Customer authorizes the data exchange needed for that integration, subject to applicable data protection terms. Customer must assess the third party’s permissions, security, terms, and suitability. We do not control Third-Party Services or their availability, and are not responsible for their actions, outages, or changes.

6.1 Implementation and other work.

Implementation, onboarding, training, migration, custom integration, and other professional services are included only when specified in an Order Form or statement of work. That document will describe the scope, deliverables, responsibilities, schedule, and charges. Customer must provide the access, information, and cooperation reasonably needed to perform the work. Scope changes must be agreed in writing.

7.1 Protected health information.

Before submitting PHI or enabling an integration that processes PHI on Customer’s behalf, Customer must execute an applicable BAA with NEMT OS. Contact [email protected] to request business associate terms. Customer must use only the Services and workflows covered by that BAA and ensure its users and downstream systems meet their applicable obligations.

7.2 Security and privacy terms.

We will use reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Customer must secure its own devices, credentials, applications, and access permissions. Personal information is handled as described in our Privacy Policy and applicable written data protection terms. If these Terms conflict with a BAA concerning PHI, the BAA controls.

7.3 Data used by AI Features.

Customer must have lawful authority to submit AI Input and must not submit PHI to an AI Feature unless its use is covered by the applicable BAA and service configuration. Data processing by AI Features, including any permissions relating to model training, is governed by the applicable written agreements and privacy terms. Access to an AI Feature does not expand the data permissions in those agreements.

7.4 Operational monitoring.

We may review service activity and technical logs to provide support, investigate abuse, enforce usage limits, and maintain service reliability and security. Any processing of personal information or PHI for those purposes remains subject to applicable privacy and contractual requirements.

8.1 Service warranties.

TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEMT OS DISCLAIMS EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, EXCEPT FOR ANY WARRANTIES EXPRESSLY MADE IN A SEPARATE WRITTEN AGREEMENT.

8.2 Operational limitations.

We do not guarantee uninterrupted or error-free operation, the accuracy of AI Output or third-party information, or that the Services will satisfy every payer, regulatory, or business requirement. Customer must independently verify information and maintain appropriate procedures for interruptions. The Services are not a substitute for emergency services, medical judgment, or Customer’s safety procedures.

9.1 Excluded damages.

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA ARISING FROM THE SERVICES OR THIS AGREEMENT.

9.2 Liability cap.

NEMT OS’S TOTAL LIABILITY FOR CLAIMS RELATED TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply to the extent allowed by applicable law and do not exclude liability that cannot lawfully be excluded or limited. Any different allocation of liability expressly agreed in a signed agreement controls.

10.1 Confidential material.

Confidential information includes nonpublic business, technical, financial, and customer information identified as confidential or that reasonably should be understood to be confidential. Each party will use the other party’s confidential information only to perform this Agreement and protect it with reasonable care. Access must be limited to people who need it and are bound by appropriate confidentiality obligations.

10.2 Exceptions and required disclosure.

These obligations do not apply to information lawfully known without restriction, independently developed, legitimately received from another source, or publicly available without breach. A party may disclose information when legally required and, where permitted, will notify the other party and reasonably cooperate with efforts to protect it. PHI remains subject to the BAA.

10.3 Return or deletion.

On request or termination, each party will return or delete the other’s confidential information, except for information it may retain under law or an applicable written agreement. Confidentiality protections continue for retained information.

11.1 Customer obligations.

To the extent permitted by law, Customer will defend and indemnify NEMT OS against third-party claims, damages, and reasonable costs arising from Customer’s unlawful use of the Services, infringement of third-party rights by Customer Data, or Customer’s transportation operations or Customer Applications. This obligation does not apply to the extent a claim is caused by NEMT OS’s own breach, negligence, or willful misconduct.

11.2 Claim procedure.

NEMT OS will promptly notify Customer of a covered claim and provide reasonable cooperation at Customer’s expense. Customer may control the defense with appropriate counsel, but may not agree to a settlement that admits fault by NEMT OS or imposes obligations on NEMT OS without its written consent. Any separate indemnity commitments in a signed agreement govern to the extent they conflict with this section.

12.1 Subscription period and renewal.

The subscription begins and continues for the period stated in the Order Form or plan. Renewal, cancellation deadlines, and notice requirements follow that document. These Terms do not create an automatic renewal obligation beyond the terms Customer accepts when purchasing the subscription.

12.2 Ending the Agreement.

Either party may terminate for a material breach that remains unresolved after reasonable written notice and an opportunity to cure. Customer may cancel as permitted by its Order Form or plan. We may suspend or terminate access for nonpayment, prohibited use, or a security risk, subject to the applicable contractual notice requirements.

12.3 Consequences and data retrieval.

When a subscription ends, permission to use the Services ends and outstanding payment obligations remain due. Customer should arrange export of required records before access ends. Post-termination access, export assistance, deletion, and retention follow the applicable Order Form, BAA, or other written agreement and applicable law.

Provisions concerning accrued payments, ownership, confidentiality, disclaimers, liability, indemnification, and general contractual matters continue for as long as necessary to give them effect.

13.1 Governing law.

Arizona law governs this Agreement, without applying conflict-of-law rules, except where applicable law requires otherwise.

13.2 Contract priority.

These Terms, the applicable Order Form, and any signed agreements concerning the Services form the Agreement and replace prior discussions about the same subject. A signed agreement or Order Form that expressly changes a provision of these Terms controls that provision. A BAA controls matters relating to PHI. Customer purchase orders and administrative documents do not change the Agreement unless we expressly accept the change in writing.

13.3 Assignment and relationship.

Customer may not transfer this Agreement without our prior written consent. NEMT OS may assign it as part of a merger, acquisition, reorganization, or sale of substantially all assets. The parties are independent contractors; this Agreement does not establish a partnership, agency, or employment relationship.

13.4 Compliance and events beyond control.

Each party must comply with laws applicable to its performance, including applicable privacy, export, and sanctions requirements. Neither party is responsible for delays caused by events reasonably beyond its control, provided it takes reasonable steps to reduce the impact and resume performance. This provision does not excuse payment obligations already due.

13.5 Severability and waiver.

If a provision cannot be enforced, the remaining provisions continue to apply. A waiver must be in writing and applies only to the matter expressly waived.

13.6 Updates to these Terms.

We may revise these Terms from time to time and will provide reasonable notice of material changes. The updated version will identify its effective date. Continued use after that date constitutes acceptance, subject to any different change procedure in Customer’s signed agreement.

13.7 Notices and contact.

Send questions and notices to [email protected], or use any notice procedure specified in the applicable Order Form. We will send Customer notices to its designated contact details, which Customer must keep current.

NEMT OS
9375 E. Shea Blvd #100
Scottsdale, AZ 85260