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These Terms & Conditions (these "Terms") govern HealthRide NEMT, LLC's ("HealthRide," "we," or "us") provision of its software and services, and Customer's use of them. These Terms, any Order Form, and the Business Associate Agreement at healthride.app/baa (the "BAA") together make up the "Agreement."
You accept the Agreement by clicking "I agree" when you set up your HealthRide account, by signing an Order Form that refers to these Terms, or by using the Services. If you accept on behalf of a company or other organization ("Customer" or "you"), you confirm that you are authorized to bind it. If you do not agree, you may not use the Services.
You may not use the Services if you are a direct competitor of HealthRide, except with our written consent, or to monitor their availability, performance, or features for benchmarking or competitive purposes.
Riders and other people who open a booking page, trip tracking link, or other page that a transportation company shares with them should read Section 12, which explains how those pages work.
1. Definitions
- "AI Feature" means any feature of the Services that uses artificial intelligence, machine learning, or automated optimization, such as suggested routes, drive-time estimates, and the in-app assistant. "AI Output" means anything an AI Feature produces.
- "Authorized User" means each of Customer's employees, drivers, contractors, and other people Customer allows to use the Services under Customer's account.
- "Customer Content" means all information that Customer or its Authorized Users put into the Services or that the Services collect for Customer, including rider, trip, driver, vehicle, location, and billing information.
- "Developer Platform" means HealthRide's APIs, webhooks, API keys, connectors, and related documentation and tools.
- "Fees" means the amounts Customer pays for the Services.
- "Order Form" means any plan, quote, or order that Customer selects or accepts in the Services, at checkout, or by signing, including any deal code or special pricing applied to Customer's account.
- "PHI" means protected health information as defined in 45 C.F.R. 160.103.
- "Services" means the HealthRide platform, including the web portals, the driver app, rider booking and trip tracking pages, the Developer Platform, and related support.
- "Third-Party Application" means any product or service not controlled by HealthRide that Customer chooses to connect to or use with the Services, such as broker portals, accounting software, and payment processors.
2. The Services
2.1 Access
Subject to the Agreement and payment of the Fees, HealthRide will give Customer and its Authorized Users access to the Services described in Customer's Order Form.
2.2 Software Only
HealthRide provides software only. HealthRide does not provide, arrange, control, own, or operate vehicles, drivers, transportation, or medical care. All transportation is provided by Customer or by other transportation companies, which are solely responsible for it. Routes, drive times, arrival times, prices, and other suggestions shown in the Services are estimates; Customer makes its own decisions about how to run its trips.
2.3 Not for Emergencies
The Services are not an ambulance, medical, or emergency service. In a medical emergency, call 911.
2.4 Support
HealthRide will use commercially reasonable efforts to support Customer's use of the Services and to keep them available.
2.5 Changes to the Services
HealthRide may update, add, change, or remove features of the Services from time to time.
2.6 Developer Platform
If Customer uses the Developer Platform, Customer may use it only to connect the Services with Customer's own systems and Third-Party Applications for Customer's internal business purposes. Customer is responsible for anything it builds or connects, for keeping its API keys secret, and for all activity that uses them. HealthRide may set and enforce usage limits, and may suspend or limit access to the Developer Platform if a use may break the Agreement, create a security risk, or harm the Services or other customers. HealthRide may change or retire parts of the Developer Platform and, where reasonable, will give notice before material changes.
2.7 Mobile Apps
The HealthRide driver app is distributed through Apple's App Store and Google Play, whose terms also apply to downloading and using it. Customer is responsible for the devices its drivers use and for telling its drivers that the driver app shares their location with Customer while they are on shift.
3. Intellectual Property
3.1 License
Subject to the Agreement, HealthRide grants Customer a non-exclusive, non-transferable license during the term to access and use the Services, and to let its Authorized Users do so, solely for Customer's internal business purposes.
3.2 Restrictions
Customer will not, and will not allow anyone else to:
- give access to the Services to anyone other than its Authorized Users, or resell, rent, or sublicense them;
- copy, modify, reverse engineer, decompile, or try to discover the source code of the Services, except as the law allows;
- interfere with or disrupt the Services, get around their security or usage limits, or access them by automated means other than the Developer Platform;
- use the Services to store or send anything unlawful, infringing, or harmful, including malicious code; or
- use the Services to build a competing product.
3.3 Ownership
The Services, their documentation, and all improvements to them, including all intellectual property rights in them, belong to HealthRide and its licensors. All rights not expressly granted in the Agreement are reserved.
3.4 Feedback
Customer grants HealthRide a perpetual, irrevocable, royalty-free license to use any suggestions or other feedback that Customer or its Authorized Users give about the Services. HealthRide will not identify Customer as the source of feedback without permission.
3.5 AI Features
AI Output may be inaccurate, incomplete, or unsuitable for a particular use. Customer is responsible for reviewing AI Output before relying on it, and will not use AI Output as the sole basis for medical advice, diagnosis, treatment, or any other decision with a legal or similarly significant effect on a person.
4. Fees and Payment
4.1 Fees
Customer will pay the Fees for its plan as shown in the Services or its Order Form. Unless the Order Form says otherwise, Fees are billed monthly in advance and charged to the payment method on file, and Customer authorizes those recurring charges.
4.2 Free Trials and Special Pricing
Any free trial, deal code, or special pricing applies as described when it is applied to Customer's account. When a free trial ends, the paid plan begins unless Customer cancels first.
4.3 Changes to Fees
HealthRide may change its Fees by giving Customer at least thirty (30) days' notice. Changes apply from Customer's next billing period after the notice period.
4.4 Taxes
Fees do not include taxes. Customer is responsible for all sales, use, and similar taxes on the Services, other than taxes on HealthRide's income.
4.5 Late Payment
If any Fees are more than thirty (30) days overdue, HealthRide may suspend Customer's access to the Services until they are paid. During a suspension, Customer may still ask HealthRide for an export of its Customer Content.
4.6 Refunds
Fees are non-refundable, except as required by law or stated in the Agreement.
4.7 Customer's Own Payments
If Customer uses the Services to bill or collect payment from riders, facilities, brokers, or other payers, card and bank payments are processed by a third-party payment processor under that processor's own terms, which Customer must accept to use those features. HealthRide shares information with the processor only as needed to complete Customer's transactions. Customer is responsible for its prices, invoices, claims, refunds, and chargebacks, and for following the rules of each payer and broker it bills. HealthRide is not a party to those transactions and is not responsible for payment delays, errors, chargebacks, or fraud.
5. Customer Content and Responsibilities
5.1 Ownership and License
Customer owns its Customer Content. Customer grants HealthRide a non-exclusive, royalty-free license during the term to host, use, process, and display Customer Content as needed to provide, maintain, secure, support, and improve the Services, and as otherwise permitted by the Agreement and the BAA.
5.2 Notices and Consents
Customer is responsible for giving all notices to, and obtaining all consents from, its riders, drivers, staff, and other people that are needed for HealthRide to process Customer Content as described in the Agreement. This includes consent to receive the text messages and emails that Customer chooses to send through the Services.
5.3 Customer Content Must Be Lawful
Customer is responsible for the accuracy, quality, and legality of its Customer Content, and confirms that it will not infringe anyone's rights, be unlawful, or contain malicious code.
5.4 Accounts and Access
Customer is responsible for its Authorized Users and everything they do in the Services, for keeping their sign-in details secure, for giving access only to people who need it, and for removing access promptly when someone should no longer have it. Customer will tell HealthRide promptly if it learns of any unauthorized use of its account.
5.5 Exports and Backups
Customer can export its Customer Content from the Services and is responsible for keeping its own copies. HealthRide is not obligated to keep backups of Customer Content for Customer.
5.6 Customer's Business
Customer is solely responsible for operating its own business, including its licenses, permits, insurance, vehicles, drivers, driver qualifications and training, rider safety, and compliance with all laws and rules that apply to it, including those of Medicaid, Medicare, brokers, other payers, the Americans with Disabilities Act, and transportation regulators.
5.7 Third-Party Applications
If Customer connects a Third-Party Application to the Services, Customer authorizes HealthRide to share Customer Content with it as needed for the connection Customer asked for, subject to the BAA where PHI is involved. Customer is responsible for choosing, setting up, and securing each Third-Party Application and for following its terms. HealthRide is not responsible for Third-Party Applications or for what they do with Customer Content.
6. Data Security and Privacy
6.1 Business Associate Agreement
Before putting PHI into the Services, Customer must accept the BAA, which Customer accepts together with these Terms when it sets up its account. If Customer has not accepted the BAA, Customer confirms that HealthRide is not processing PHI for Customer. PHI is governed by the BAA and is not Confidential Information under Section 9. If the BAA and these Terms conflict regarding PHI, the BAA controls.
6.2 Data Security
HealthRide will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Content and to prevent its unauthorized use or disclosure.
6.3 Privacy
Each party will comply with the privacy and data protection laws that apply to it in performing under the Agreement. HealthRide's Privacy Policy describes the information HealthRide collects for its own purposes, such as account and website information. Customer Content is handled under the Agreement, including the BAA.
6.4 Additional Agreements
If either party reasonably determines that a law requires an additional agreement about personal information, the parties will negotiate it in good faith.
6.5 AI Data Use
When an AI Feature processes Customer Content or PHI, that processing is governed by the Agreement and, where applicable, the BAA. HealthRide will not use Customer Content or PHI to train third-party foundation models or large language models, and will not permit third-party providers of AI Features to use Customer Content or PHI to train or improve their models, except as needed to provide the AI Feature to Customer.
6.6 Service Monitoring and Aggregated Data
HealthRide may monitor use of the Services to operate, maintain, secure, support, and improve them, to enforce the Agreement, and to investigate suspected misuse. HealthRide may use information from that monitoring in aggregated or de-identified form for security, operations, analytics, and product improvement, as long as it does not identify Customer or any individual. Any de-identification of PHI follows the BAA.
7. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI OUTPUT, DEVELOPER PLATFORM, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. HEALTHRIDE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY OF DATA, ROUTES, DRIVE TIMES, ARRIVAL TIMES, AND AI OUTPUT. HEALTHRIDE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
8. Limitation of Liability
8.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, BUSINESS INTERRUPTION, OR COSTS OF DELAY, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.
8.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING THE BAA, WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO HEALTHRIDE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THIS SECTION 8.2 DOES NOT LIMIT CUSTOMER'S OBLIGATION TO PAY FEES OR CUSTOMER'S OBLIGATIONS UNDER SECTION 10.2. HEALTHRIDE'S SUPPLIERS WILL HAVE NO LIABILITY UNDER THE AGREEMENT.
8.3 Basis of the Bargain
The parties agree that these limitations are an essential basis of the Agreement and that the Fees reflect them. They apply even if a remedy fails of its essential purpose.
9. Confidentiality
9.1 Confidential Information
"Confidential Information" means non-public information that one party (the "Discloser") shares with the other (the "Recipient") that is marked confidential or that the Recipient should reasonably understand to be confidential. The Services and their documentation are HealthRide's Confidential Information. PHI is governed by the BAA instead of this Section 9.
9.2 Protection
The Recipient will use the Discloser's Confidential Information only to perform under the Agreement, will share it only with people who need to know it and are bound by confidentiality duties at least as protective as these, and will protect it with at least reasonable care. When the Agreement ends, or when the Discloser asks, the Recipient will return or destroy the Discloser's Confidential Information.
9.3 Exceptions
This Section 9 does not apply to information that is or becomes public through no fault of the Recipient, that the Recipient already knew or lawfully receives from someone else without a duty of confidentiality, or that the Recipient develops independently. The Recipient may disclose Confidential Information when required by law or court order, after giving the Discloser prompt notice where the law allows.
10. Indemnification
10.1 By HealthRide
HealthRide will defend Customer against any third-party claim alleging that the Services, as provided by HealthRide, infringe a United States patent, copyright, or trade secret, and will pay any damages finally awarded or settlement HealthRide agrees to. If the Services become, or in HealthRide's opinion are likely to become, the subject of such a claim, HealthRide may get Customer the right to keep using them, modify or replace them so they no longer infringe, or end the Agreement and refund any prepaid Fees for the unused part of the term. This Section 10.1 does not cover claims arising from Customer Content, Third-Party Applications, or use of the Services in breach of the Agreement or in combination with anything not provided by HealthRide.
10.2 By Customer
Customer will defend HealthRide, its members, officers, employees, and affiliates against any third-party claim, investigation, or proceeding arising out of or relating to: (a) Customer Content, including any lack of required notices or consents; (b) the transportation and other services Customer provides, including the acts of its drivers, the condition of its vehicles, and any injury, death, or property damage; (c) Customer's use of the Services in breach of the Agreement or the law; or (d) any Third-Party Application or Developer Platform use by or for Customer. Customer will pay the resulting damages, fines, penalties, settlements, and reasonable attorneys' fees.
10.3 Procedure
The party seeking defense will promptly notify the other in writing, give the other sole control of the defense and settlement (except that no settlement may impose an obligation on the defended party without its consent), and reasonably cooperate.
11. Term and Termination
11.1 Term
The Agreement begins when Customer accepts it and continues until it ends under this Section 11. Unless an Order Form says otherwise, Customer's subscription renews automatically at the end of each billing period.
11.2 Cancellation
Customer may cancel its subscription at any time in the Services or by contacting HealthRide. Cancellation takes effect at the end of the current billing period. HealthRide may end the Agreement for convenience by giving Customer at least thirty (30) days' notice.
11.3 Termination for Breach
Either party may end the Agreement by notice if the other party materially breaches it and does not cure the breach within thirty (30) days after receiving written notice of it.
11.4 Effect of Termination
When the Agreement ends, Customer's right to use the Services ends, any unpaid Fees become due, and each party will return or destroy the other's Confidential Information as described in Section 9.
11.5 Data Export
For twenty (20) days after the Agreement ends, HealthRide will keep Customer Content available for Customer to export, unless Customer asks HealthRide to delete it sooner. After that, HealthRide will delete Customer Content as described in the BAA.
11.6 Survival
Sections 1, 3.2 through 3.5, 4, 5, 6, 7, 8, 9, 10, 11.4 through 11.6, 13, 14, and 15 survive the end of the Agreement.
12. Riders and Other Visitors
Transportation companies that use HealthRide may share booking pages, trip tracking links, and similar pages with their riders, riders' families, and facilities. If you use one of those pages:
- your ride is provided by the transportation company, not by HealthRide, and HealthRide is not responsible for accidents, injuries, delays, cancellations, or the conduct of drivers;
- questions about your ride, your bookings, or your information should go to that transportation company;
- the information you enter is shared with that transportation company to arrange and manage your rides, as described in our Privacy Policy; and
- the pages are not for emergencies. In a medical emergency, call 911.
13. Governing Law and Disputes
The Agreement is governed by the laws of the State of New Mexico, without regard to its conflict of laws rules. Any lawsuit arising out of or relating to the Agreement or the Services will be brought only in the state or federal courts located in Bernalillo County, New Mexico, and each party consents to their jurisdiction. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective, or representative action. To the fullest extent permitted by law, each party waives any right to a jury trial.
14. Changes to These Terms
HealthRide may update these Terms from time to time. For material changes, HealthRide will notify Customer by email or in the Services at least thirty (30) days before the changes take effect. Continuing to use the Services after the changes take effect means Customer accepts them. The date of the latest version is shown at the top of this page. The BAA may be updated as described in the BAA.
15. General
15.1 Entire Agreement
The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier agreements and versions of these Terms. No purchase order, vendor form, or other document from Customer changes the Agreement unless HealthRide signs it and it states that it amends the Agreement.
15.2 Assignment
Neither party may assign the Agreement without the other's written consent, except to a successor in a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
15.3 Force Majeure
Neither party is responsible for delays or failures (other than paying Fees) caused by events beyond its reasonable control, such as natural disasters, outages of internet or hosting providers, cyberattacks, pandemics, labor disputes, or government action.
15.4 Independent Contractors
The parties are independent contractors. Neither is the agent, partner, or employee of the other.
15.5 Notices
Notices to HealthRide must be sent to support@healthride.app. HealthRide may send notices to the email address of Customer's account owner or show them in the Services.
15.6 Electronic Acceptance and Records
Accepting the Agreement electronically has the same effect as signing it. HealthRide keeps records of each acceptance, including the version accepted and when.
15.7 Compliance with Law
Each party will comply with the laws that apply to it in using or providing the Services, including export control laws.
15.8 Severability and Waiver
If any provision of the Agreement is held unenforceable, it will be enforced to the maximum extent possible and the rest of the Agreement remains in effect. Not enforcing a provision is not a waiver of it.