DriveBoss Master Services Agreement

DriveBoss LLC · Effective Date: April 21, 2026 · Last Updated: April 21, 2026

This Master Services Agreement ("Agreement") is entered into by and between DriveBoss LLC, a Delaware limited liability company with its registered corporate address at 254 Chapman Road, Suite 208 #703, Newark, Delaware 19702, United States ("DriveBoss"), and the customer accepting this Agreement or identified in an order form ("Customer").

1. Services

DriveBoss provides a software-as-a-service platform for non-emergency medical transportation operations, including dispatch, routing, scheduling, broker-feed integrations, driver GPS and trip-status tools, billing and reconciliation workflows, patient SMS and IVR communications, facility visibility, reporting, support, and related services described in an order form or service schedule ("Services").

2. Order Forms and Pricing

Customer will pay the fees stated in the applicable order form, checkout page, or pricing schedule. Unless otherwise stated in a signed order form, standard DriveBoss Complete pricing is billed on a graduated per-active-vehicle basis:

• Vehicles 1–10: $79 per active vehicle per month ($69 per active vehicle per month on annual prepaid agreements).
• Vehicles 11–20: $69 per active vehicle per month ($59 per active vehicle per month on annual prepaid agreements).
• Vehicles 21 and above: $59 per active vehicle per month ($49 per active vehicle per month on annual prepaid agreements).
• High volume: custom pricing for accounts above 100 active vehicles or 6,000 completed or billable trips per month.
• 501(c)(3) nonprofit food or medication delivery: $39 per month flat for unlimited qualifying delivery trips.
• 501(c)(3) nonprofit passenger transportation: $40 per active vehicle per month flat, any fleet size, subject to eligibility verification.
• BillBoss Managed Billing: 3% of ModivCare volume processed through BillBoss, unless an order form states otherwise. Basic billing and reconciliation tools are included in DriveBoss Complete at no additional charge.
• Custom development: $150 per hour, unless an order form states otherwise.

Graduated pricing means each vehicle is priced within the bracket in which it falls. An "active vehicle" is a vehicle that DriveBoss has configured and enabled in the system on Customer's account during the applicable billing month, regardless of whether Customer actively used it for trips. At signup, Customer declares an initial number of vehicles to be enabled ("Initial Vehicle Count") and DriveBoss provisions Customer's account with a matching vehicle cap. Customer will be billed monthly for the number of enabled vehicles on Customer's account. Vehicle additions and removals are not self-service: Customer requests additions or removals by sending written notice to [email protected], identifying the vehicle(s) to be added or removed. Vehicles added at any point during a billing month are billed the full monthly rate for that vehicle for the month in which they are enabled; no proration applies. To stop being billed for a vehicle starting the next billing month, Customer's removal request must be received by DriveBoss no later than the 25th (twenty-fifth) day of the current billing month; removal requests received after the 25th will take effect one billing month later. Removals do not produce a refund for the current billing month. A trip is considered "completed or billable" if it is in DriveBoss and is not cancelled.

DriveBoss may change standard pricing prospectively on at least 30 days' notice. Price changes do not apply retroactively to already accrued fees or to pricing fixed in an active signed order form.

3. Payment, Stripe, Taxes, and Minimums

DriveBoss may process payments through Stripe or another payment processor. Customer authorizes DriveBoss and its payment processor to charge Customer's selected payment method for recurring subscription fees, usage fees, add-ons, applicable taxes, and approved custom-development fees. Customer is responsible for keeping billing information current. Past-due accounts may be suspended after notice and a reasonable cure period, except where continued access is required to export data or comply with law.

Fees are exclusive of taxes unless stated otherwise. Customer is responsible for applicable sales, use, and similar taxes, excluding taxes based on DriveBoss's net income.

4. Term, Renewal, Cancellation, and Refunds

The initial subscription term begins when Customer accepts the order form or checkout terms. Monthly subscriptions renew monthly until canceled. Annual or custom subscriptions renew as stated in the order form. Customer may cancel renewal by sending written notice to [email protected] at least thirty (30) days before the next renewal date. The 30-day notice applies to all subscriptions and add-ons, including BillBoss Managed Billing, so that DriveBoss can wind down active billing, broker, and reconciliation work in an orderly manner.

Fees already accrued are non-refundable except as required by law or expressly stated in an order form. If DriveBoss terminates for convenience, DriveBoss will refund prepaid unused fees for the terminated period. If Customer terminates for uncured material breach by DriveBoss, DriveBoss will refund prepaid unused fees for the affected Services.

5. Customer Responsibilities

Customer is responsible for the accuracy, legality, authorization, and completeness of trip data, broker credentials, billing instructions, user accounts, patient contact information, facility information, and other Customer Data. Customer will obtain all consents, authorizations, payer approvals, broker approvals, and legal rights needed for DriveBoss to process Customer Data and send communications as instructed by Customer.

6. Data Ownership, PHI, and BAA

DriveBoss distinguishes between three categories of data processed through the Services:

• Broker-assigned trip data (trips originating from ModivCare, MTM, Alivi, Access2Care, American Logistics, SafeRide, or any other broker, payer, or network): the originating broker or payer is the originating source and controlling party for purposes of the applicable broker, payer, or network workflow. DriveBoss and Customer each process this data solely to execute, reconcile, report on, support, audit, and comply with the assigned trips in accordance with the applicable broker, payer, or network requirements. Customer may not use broker-assigned trip data outside authorized trip-execution, billing, reconciliation, support, audit, and compliance workflows.
• Private Trip data (trips Customer enters directly into the DriveBoss platform — one-off bookings, standing orders, cash-pay trips, and facility direct-entered trips): Customer is the owner of this data. Customer grants DriveBoss a limited right to process Private Trip data to provide, secure, maintain, support, bill for, improve, and document the Services, and to comply with law.
• Account and administrative data (company profile, users, credentials, billing contacts, order forms, support communications): Customer owns its account and administrative data, subject to DriveBoss's right to retain records needed for billing, audit, security, legal, and compliance purposes.

DriveBoss may create aggregated or de-identified analytics from any category of data, provided such analytics do not re-identify individuals or violate the BAA or applicable broker requirements.

If DriveBoss creates, receives, maintains, or transmits PHI for or on behalf of Customer, a broker, or a facility, the applicable Business Associate Agreement governs the PHI. The BAA controls over this Agreement for PHI and HIPAA obligations.

7. Subprocessors and Third-Party Services

DriveBoss may use subprocessors and third-party services for hosting, storage, communications, payment processing, analytics, support, broker integrations, SMS, IVR, and related operations. DriveBoss remains responsible for its subprocessors as required by the Agreement and BAA. Customer's use of broker, payer, payment, communications, or third-party systems may also be subject to those third parties' terms.

8. Acceptable Use

Customer and users must comply with the DriveBoss Acceptable Use Policy. DriveBoss may suspend access to prevent security risk, illegal activity, unauthorized PHI disclosure, broker or payer abuse, spam, fraudulent billing, or material harm to DriveBoss, customers, patients, brokers, facilities, or third parties.

9. SMS and IVR

Customer is responsible for ensuring that patient SMS, IVR, and phone communications sent through or triggered by the Services are authorized and comply with applicable healthcare, communications, consent, opt-out, and broker requirements. DriveBoss may implement STOP handling and other compliance controls for SMS. Customer must not bypass those controls.

10. Support

DriveBoss will use commercially reasonable efforts to keep the hosted Services available and will respond to support requests during standard business hours. Support is available through [email protected], Telegram (t.me/driveboss), and WhatsApp (+1 888-505-0667), with best-effort response on urgent production incidents outside standard hours. Customers must not send PHI through Telegram or WhatsApp unless DriveBoss has expressly approved that channel for PHI in writing; PHI-related support should use approved support workflows. The Services are provided without any formal service-level agreement, uptime credit, or premium-support commitment. Availability will naturally be affected by planned maintenance, emergency maintenance, third-party outages, internet and telecommunications outages, carrier and broker systems, force majeure events, customer-side systems, and misuse; none of these constitute a breach of this Agreement.

11. Intellectual Property

DriveBoss owns the Services, software, workflows, documentation, designs, analytics, templates, platform improvements, and DriveBoss technology. Customer owns Customer Data. Customer may use the Services only for its internal NEMT operations and may not reverse engineer, resell, copy, scrape, or build a competing service from the Services.

12. Confidentiality

Each Party will protect the other Party's Confidential Information using at least reasonable care. Confidentiality obligations for PHI are governed by the BAA. Confidentiality obligations for trade secrets continue while the information remains a trade secret; other Confidential Information remains protected for five years after disclosure.

13. Warranties and Disclaimers

DriveBoss warrants that it will provide the Services in a professional and workmanlike manner and materially in accordance with applicable documentation and order forms. Except for the express warranties in this Agreement, the Services are provided "as is" and "as available" to the maximum extent permitted by law.

DriveBoss does not control broker systems, payer decisions, patient behavior, carrier networks, mobile devices, third-party APIs, customer-entered data, or regulatory determinations. DriveBoss does not guarantee reimbursement, broker payment, trip acceptance, SMS delivery by carriers, or uninterrupted third-party services.

14. Indemnification

Customer will defend and indemnify DriveBoss from third-party claims arising from Customer Data, Customer's violation of law, unauthorized billing or trip-data instructions, Customer's misuse of the Services, or Customer's failure to obtain required rights or consents.

Customer's trip-data, broker-record, payer-record, reimbursement-support, and billing-instruction indemnity obligations are further described in the DriveBoss Trip Data, Broker Records, and Billing Instruction Indemnity Addendum, which is incorporated into this Agreement by reference.

DriveBoss will defend and indemnify Customer from third-party claims alleging that the Services, as provided by DriveBoss and used as authorized, infringe a U.S. intellectual property right. DriveBoss has no obligation for claims arising from Customer Data, third-party systems, Customer modifications, misuse, or combinations not provided by DriveBoss.

Neither Party's indemnity limits or overrides obligations under the BAA.

15. Limitation of Liability

Except for payment obligations, confidentiality breaches, BAA obligations, indemnity obligations, fraud, willful misconduct, and violations of law, each Party's aggregate liability arising out of the Agreement will not exceed the fees paid or payable by Customer to DriveBoss for the affected Services during the 12 months before the event giving rise to liability. Neither Party will be liable for indirect, incidental, special, consequential, exemplary, punitive damages, or lost profits, except to the extent those damages are payable to a third party under an indemnity obligation.

16. Termination

Either Party may terminate for material breach if the breach is not cured within 30 days after written notice. DriveBoss may suspend or terminate access immediately for illegal activity, security risk, unauthorized PHI disclosure, fraudulent billing, abuse of SMS/IVR, broker or payer misuse, or nonpayment after notice.

Before termination takes effect, Customer may generate and download standard reports and PDF/CSV exports from within the DriveBoss interface. DriveBoss does not provide bulk digital data extracts on or after termination. Broker-assigned trip data remains the property of the originating broker or payer and is not available for post-termination export. Retained backups, logs, and compliance archives remain protected under this Agreement and the BAA.

17. Order of Precedence

If documents conflict, the following order controls: (1) BAA for PHI, (2) signed order form or pricing schedule, (3) Trip Data, Broker Records, and Billing Instruction Indemnity Addendum for its subject matter, (4) this Agreement, (5) AUP, (6) Privacy Policy for public privacy disclosures.

18. Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Exclusive venue for any dispute arising out of or relating to this Agreement is the state and federal courts located in New Castle County, Delaware. The Parties may seek emergency injunctive relief in any court of competent jurisdiction.