DriveBoss Trip Data, Broker Records, and Billing Instruction Indemnity Addendum

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

This Trip Data, Broker Records, and Billing Instruction Indemnity Addendum ("Addendum") 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 Addendum electronically, signing an order form that references this Addendum, or using the Services under the DriveBoss Master Services Agreement ("Customer"). DriveBoss and Customer may be referred to individually as a "Party" and collectively as the "Parties."

This Addendum supplements the DriveBoss Master Services Agreement ("MSA").

1. Scope

This Addendum applies to Customer's use of the Services to create, submit, approve, edit, transmit, reconcile, or instruct changes to transportation, broker, payer, facility, trip, billing, claim, reconciliation, GPS, driver, vehicle, pickup, drop-off, appointment, eligibility, status, completion, cancellation, no-show, mileage, and related operational data ("Trip and Billing Data").

"Customer Instructions" means any instruction, approval, selection, correction, authorization, or request provided by Customer or Customer's authorized personnel through the Services or through a support or communications channel used with DriveBoss, including in-platform actions, administrator accounts, integrations, email, tickets, logged support channels, text or chat messages, voice calls, recorded calls, support-call notes, or other oral or written requests. Customer Instructions include instructions to add, correct, complete, submit, resubmit, void, adjust, reconcile, appeal, or otherwise handle Trip and Billing Data, claims, invoices, broker records, payer records, reimbursement support, or billing-related submissions.

This Addendum applies whether Trip and Billing Data originates from Customer, Customer's users, brokers, payers, facilities, transportation providers, drivers, integrations, SMS, IVR, support requests, or other authorized workflows.

2. Customer Responsibility

Customer is responsible for the accuracy, completeness, authorization, legality, timeliness, and supportability of Trip and Billing Data submitted, approved, edited, selected, or instructed by Customer or Customer's authorized users, including Trip and Billing Data submitted or adjusted by DriveBoss based on Customer Instructions.

Customer must maintain appropriate internal controls over who may:

• access broker, payer, facility, and DriveBoss systems;
• enter, modify, approve, or submit Trip and Billing Data;
• approve claims, invoices, reports, reconciliations, or billing submissions;
• request changes to broker, payer, facility, or customer records;
• authorize DriveBoss support personnel to assist with operational or billing workflows.

Customer is responsible for complying with broker, payer, facility, Medicaid, Medicare, CMS, insurance, transportation, healthcare, audit, documentation, claims, and program-integrity requirements applicable to Customer.

3. Customer Instructions to DriveBoss

DriveBoss may rely on Trip and Billing Data and Customer Instructions submitted through:

• the DriveBoss platform;
• broker, payer, facility, or customer integrations;
• Customer's administrator accounts;
• written support requests;
• logged support channels;
• email, ticketing, text, chat, phone, voice call, or other communications from Customer's authorized personnel.

Customer authorizes DriveBoss to rely on a Customer Instruction from any person DriveBoss reasonably believes to be Customer's owner, administrator, manager, dispatcher, billing employee, authorized user, or other authorized representative. Customer is responsible for controlling which personnel may give Customer Instructions and for promptly correcting any inaccurate, incomplete, unauthorized, or mistaken Customer Instruction.

Customer Instructions may be verbal. A verbal instruction, including an instruction provided during a phone call or voice call, is a Customer Instruction if DriveBoss records the call, summarizes the instruction in support notes, creates a ticket entry, creates an internal work note, updates an audit trail, or otherwise documents the instruction in the ordinary course of support or operations. DriveBoss may require written, ticket, or platform confirmation before acting on a Customer Instruction, but is not required to do so unless the MSA, BAA, applicable law, or a broker or payer requirement expressly requires confirmation.

4. Customer-Directed Submission and Adjustment

DriveBoss may submit, resubmit, edit, correct, adjust, reconcile, void, complete, transmit, or otherwise process Trip and Billing Data when the action is based on Customer's platform selections, Customer-entered data, authorized system workflows, broker or payer integrations, Customer Instructions, or applicable law.

For purposes of this Addendum, a DriveBoss action is deemed Customer-directed when DriveBoss performs the action based on Customer's platform selections, Customer-entered data, authorized system workflows, broker or payer integrations, or Customer Instructions, including Customer Instructions provided verbally during a phone call or voice call and documented by DriveBoss in the ordinary course of support or operations.

DriveBoss does not certify the truth, medical necessity, eligibility, reimbursement availability, broker compliance, payer compliance, or legal sufficiency of Trip and Billing Data submitted by Customer or Customer's users.

DriveBoss has no independent duty to audit, investigate, or verify the factual accuracy, medical necessity, eligibility, reimbursement availability, broker compliance, payer compliance, or legal sufficiency of Customer's Trip and Billing Data or Customer Instructions, except to the extent expressly required by the MSA, BAA, applicable law, or a written order form signed by DriveBoss.

5. Customer Indemnity

Customer will defend, indemnify, and hold harmless DriveBoss, its officers, managers, employees, contractors, agents, successors, and permitted assigns from and against third-party claims, investigations, penalties, damages, losses, settlements, costs, and reasonable attorneys' fees to the extent arising from:

• inaccurate, incomplete, false, fraudulent, unauthorized, or unlawful Trip and Billing Data submitted, approved, edited, or instructed by Customer or Customer's users;
• any claim, submission, resubmission, correction, adjustment, reconciliation, appeal, invoice, report, broker update, payer update, reimbursement support, or billing-related action performed by DriveBoss based on Customer's platform selections, Customer-entered data, authorized system workflows, broker or payer integrations, or Customer Instructions;
• Customer's failure to comply with broker, payer, facility, Medicaid, Medicare, CMS, insurance, transportation, healthcare, billing, audit, claims, or program requirements;
• Customer's unauthorized alteration of trip, GPS, pickup, drop-off, completion, mileage, eligibility, patient, driver, vehicle, broker, payer, facility, or billing records;
• Customer's misuse of broker credentials, payer credentials, facility credentials, DriveBoss credentials, or third-party systems;
• claims, chargebacks, clawbacks, overpayments, recoupments, audits, fines, penalties, denials, or disputes arising from Customer's Trip and Billing Data or instructions;
• Customer's failure to obtain required consent, authorization, documentation, payer approval, broker approval, or legal rights;
• Customer's fraud, willful misconduct, gross negligence, or violation of law.

6. Exclusions

Customer has no indemnity obligation under this Addendum to the extent a claim arises from:

• DriveBoss's gross negligence or willful misconduct;
• DriveBoss's breach of the BAA;
• DriveBoss's violation of applicable law;
• DriveBoss's action taken without Customer's platform selection, Customer-entered data, an authorized system workflow, a broker or payer integration, Customer Instructions, applicable law, or another authorization under the MSA;
• DriveBoss's material failure to follow Customer Instructions that were properly submitted, documented, and legally permissible;
• the Services, as provided by DriveBoss and used as authorized, infringing a third party's U.S. intellectual property right, which is governed by the MSA.

7. Indemnity Procedure

DriveBoss will promptly notify Customer of any claim for which DriveBoss seeks indemnity, provided that delay does not relieve Customer of its obligations except to the extent Customer is materially prejudiced.

Customer may control the defense and settlement of an indemnified claim, provided Customer uses qualified counsel, keeps DriveBoss reasonably informed, and does not settle a claim in a way that admits fault by DriveBoss, imposes non-monetary obligations on DriveBoss, restricts DriveBoss's business, or fails to provide DriveBoss a full release, unless DriveBoss consents in writing.

DriveBoss may participate in the defense with its own counsel at its own expense.

8. Relationship to MSA, BAA, and AUP

This Addendum does not limit or override the BAA. If this Addendum conflicts with the BAA, the BAA controls for PHI and HIPAA-regulated obligations.

If this Addendum conflicts with the MSA, this Addendum controls only for Trip and Billing Data indemnity. The MSA controls for all other matters, including fees, support, intellectual property, warranty, general limitation of liability, and general dispute terms.

Customer's obligations under this Addendum are in addition to Customer's obligations under the Acceptable Use Policy.

9. No General Release

This Addendum is a targeted indemnity for Trip and Billing Data and related instructions. It is not a general release of DriveBoss from all liability, and it does not waive obligations that cannot be waived under applicable law.

10. Governing Law and Venue

This Addendum is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Exclusive venue for disputes arising out of or relating to this Addendum is the state and federal courts located in New Castle County, Delaware, except that either Party may seek emergency injunctive relief in any court of competent jurisdiction.

11. Electronic Acceptance

Customer accepts this Addendum by clicking or checking an acceptance box, signing an order form that references this Addendum, using the Services after this Addendum is presented or made available, or giving Customer Instructions after this Addendum is presented or made available. Electronic acceptance and electronic signatures are intended to be binding to the maximum extent permitted by law.