Terms & Conditions

This Agreement ("Agreement") is entered into between HealthRide NEMT, LLC, a New Mexico limited liability company with offices at 1209 Mountain Road Pl Ste, Albuquerque, NM 87110 ("HealthRide," "we," "us," or "our"), and each party who accesses, registers, or uses the HealthRide software, platform, applications, or related services ("User," "Client," "Provider," "Patient," or "You").

1. Nature of Services

HealthRide provides software solutions only. HealthRide does not provide, arrange, control, own, or operate vehicles, drivers, medical care, or transportation services. All rides and transportation are provided solely by independent third-party NEMT Providers.

2. Eligibility and Acceptance

By using the Platform, you represent and warrant that you are:

• At least 18 years old (or the age of majority in your jurisdiction);
• Authorized to bind your organization (if applicable); and
• Not prohibited from entering into this Agreement under applicable law.

3. Clickwrap Agreement

This Agreement is binding upon your acceptance by electronic means. Use of the Platform is conditioned on clicking "I Agree." HealthRide will maintain digital records of acceptance, including timestamp and IP address.

4. No Medical, Transportation, or Emergency Services

• HealthRide is not a medical provider, ambulance service, or emergency service.
• In case of a medical emergency, call 911.
• Transportation services are the sole responsibility of independent Providers.

5. Privacy, HIPAA, and Shared Responsibility

5.1 HIPAA Applicability Disclaimer

The information entered into the Platform by Clients or their users may include names, phone numbers, email addresses, pickup/drop-off addresses, and ride details. Whether this information constitutes Protected Health Information (PHI) under HIPAA depends entirely on the Client's use case:

• If entered solely for non-medical transportation purposes (similar to a taxi or rideshare booking), it does not constitute PHI.
• If entered in connection with medical appointments, healthcare services, or if transportation is billed to/reimbursed by Medicaid, Medicare, an insurer, or a healthcare provider, it may constitute PHI subject to HIPAA.

5.2 Shared Responsibility Statement

• HealthRide provides only the technology platform.
• HealthRide does not determine whether information is PHI, nor does it monitor, audit, or enforce HIPAA compliance.
• Clients/Providers are solely responsible for determining whether their use of the Platform involves PHI and for complying with HIPAA, HITECH, and all other privacy/security laws.
• Providers agree to obtain all necessary patient consents, authorizations, and notices required under HIPAA.
• Clients/Providers acknowledge and agree that HealthRide is not responsible for fines, audits, penalties, or claims arising from HIPAA compliance or non-compliance.

5.3 Indemnification for HIPAA Issues

Clients/Providers expressly agree to indemnify, defend, and hold harmless HealthRide from any claims, penalties, investigations, audits, enforcement actions, damages, or expenses (including attorney's fees) arising out of or related to:

• Whether data constitutes PHI;
• Any HIPAA or privacy/security compliance failure; or
• Any claims brought by patients, riders, regulators, or third parties relating to such data.

6. Provider Responsibilities

Providers represent, warrant, and agree that:

• They are properly licensed, insured, and compliant with all federal, state, and local laws, regulations, and industry requirements.
• They will maintain all permits, insurance coverage, and operational compliance necessary to provide transportation services.
• They assume full and exclusive liability for patient transport, passenger safety, and compliance with all applicable regulatory obligations.
• They may not transmit or process PHI using the Platform unless they accept these Terms (including the integrated BAA).
• They remain solely responsible for HIPAA compliance and all privacy/security obligations related to their passengers.

7. Patient Responsibilities

Patients and riders acknowledge and agree that:

• Transportation is provided by independent Providers, not HealthRide.
• HealthRide is not liable for accidents, injuries, delays, cancellations, service quality, or driver conduct.
• The Platform is not for emergencies; in case of emergency, call 911.
• Their personal information (e.g., name, contact details, pickup/drop-off address) may be shared with Providers for scheduling and ride management purposes.

8. Payment Processing

• Payments are processed by Stripe Connect or other third-party processors.
• HealthRide is not liable for payment delays, errors, chargebacks, fraud, or compliance issues related to payment processing.

9. Intellectual Property

All rights in and to the Platform, software, content, and related materials remain the exclusive property of HealthRide and its licensors. Users are granted only a limited, revocable license to access and use the Platform.

10. Indemnification (General)

Users, Clients, and Providers agree to indemnify, defend, and hold harmless HealthRide, its officers, members, employees, and affiliates from any and all claims, damages, penalties, fines, costs, and expenses (including attorney's fees) arising out of or related to:

• Their use of the Platform;
• Provider services, conduct of drivers, or passenger safety;
• Any breach of this Agreement; or
• Any violation of law, including HIPAA, CMS, ADA, DOT, or other regulations.

11. Integrated Business Associate Agreement (BAA)

11.1 HealthRide's Limited Obligations

As a Business Associate, HealthRide shall:

• Use/disclose PHI only to provide services or as required by law;
• Implement reasonable safeguards for PHI;
• Report known breaches of unsecured PHI;
• Ensure subcontractors follow HIPAA obligations.

HealthRide does not act as a Covered Entity, compliance officer, or guarantor of HIPAA compliance.

11.2 Provider's Sole Obligations

Providers remain fully responsible for HIPAA compliance, obtaining patient consents, and lawful PHI handling.

11.3 Indemnification

Providers agree to indemnify, defend, and hold harmless HealthRide from any and all HIPAA-related claims, fines, penalties, or enforcement actions.

11.4 Limitation of Liability

The limitations in Section 12 apply fully to all HIPAA-related claims.

12. Limitation of Liability

12.1 No Liability to Any Party

To the fullest extent permitted by law, HealthRide shall never be liable to: (a) any User, (b) any Client, (c) any Provider, (d) any patient or rider, (e) any regulator, or (f) any third party under any legal theory.

12.2 Excluded Categories of Damages

No party shall recover from HealthRide any damages of the following types:

• Indirect, incidental, consequential, special, punitive, or exemplary damages;
• Lost profits, revenues, or opportunities;
• Loss, corruption, or disclosure of data (including PHI, PII, or payment data);
• Personal injury, death, or property damage;
• Regulatory fines, penalties, sanctions, investigations, or settlements;
• Attorney's fees, arbitration costs, or litigation expenses;
• Reputational harm, goodwill loss, or business interruption.

12.3 Aggregate Cap on Liability (Fallback)

If a court finds liability cannot be fully excluded under Section 12.2, HealthRide's total cumulative liability for all claims, damages, or losses of any kind-whether brought by a User, Client, Provider, patient, regulator, or third party-shall be limited to the lesser of:

1. USD $100 in the aggregate; or
2. The total amount of fees actually paid by the direct contracting Client to HealthRide in the three (3) months immediately preceding the claim.

12.4 Essential Basis of Agreement

This limitation is a fundamental condition of HealthRide's willingness to provide the Platform.

13. Force Majeure

HealthRide is not liable for failures caused by events beyond its reasonable control, including natural disasters, cyberattacks, pandemics, strikes, or government restrictions.

14. Governing Law & Venue

This Agreement is governed by the laws of the State of New Mexico. Exclusive venue lies in Bernalillo County, New Mexico courts.

15. Dispute Resolution; Class Action Waiver

• All disputes must be resolved on an individual basis only.
• Users, Clients, and Providers hereby waive any right to participate in or bring a class action, class arbitration, collective action, private attorney general action, or representative proceeding against HealthRide.
• HealthRide may, at its discretion, require disputes to be resolved by binding individual arbitration in Albuquerque, NM.
• If the class action waiver is held unenforceable, this entire dispute resolution section is void.

16. Waiver of Jury Trial

To the fullest extent permitted by law, the parties knowingly, voluntarily, and irrevocably waive any right to a trial by jury in any action, proceeding, or counterclaim (whether in contract, tort, statute, or otherwise) arising out of or relating to this Agreement, the Platform, or any related transactions.

All such actions shall instead be resolved by:

• Bench trial before a judge in Bernalillo County, New Mexico, if pursued judicially; or
• Binding individual arbitration, if HealthRide elects arbitration under Section 15.

This waiver is a material inducement for HealthRide to enter into this Agreement.

17. Severability

If any provision of this Agreement is held invalid, the remainder shall remain enforceable.

18. Entire Agreement

This Agreement constitutes the entire understanding between the parties, integrating both the Terms & Conditions and the Business Associate Agreement, and supersedes all prior agreements or representations.

19. Acceptance