Terms of Service
These Terms of Service ("Terms") govern your access to and use of the NEMA NETWORK platform ("Platform"), operated by [NEMA NETWORK, LLC], a [State] limited liability company ("NEMA NETWORK," "Company," "we," "our," or "us"), located at [Legal Address — to be completed].
By accessing or using the Platform, you agree to be bound by these Terms on behalf of yourself and the organization you represent. If you do not agree, do not access or use the Platform.
Platform access requires a fully executed Platform Agreement with NEMA NETWORK. Use of this Platform by any facility or NEMT operator without a signed, current Platform Agreement in place is unauthorized and prohibited.
1. Eligibility and Authorization
The Platform is available only to:
- Licensed healthcare facilities operating within California, including skilled nursing facilities, hospice agencies, home health agencies, and similar post-acute care organizations; and
- Credentialed non-emergency medical transportation (NEMT) operators holding all required state and federal operating licenses, vehicle certifications, and driver credentials for the services they intend to provide.
By using the Platform, you represent that: (a) you have the legal authority to bind your organization to these Terms; (b) your organization holds all required licenses and credentials; and (c) a fully executed Platform Agreement between your organization and NEMA NETWORK is in effect.
2. Platform Services; No Transportation Services
NEMA NETWORK provides a technology coordination platform enabling healthcare facilities to post NEMT trip requests and enabling credentialed NEMT operators to accept and fulfill those requests. NEMA NETWORK is a technology intermediary only. We are not a transportation provider, do not employ drivers, do not operate vehicles, and do not directly perform or guarantee the performance of any transportation service.
The transportation relationship is solely between the facility and the NEMT operator. NEMA NETWORK is not responsible for the quality, safety, timeliness, or completion of any transportation service arranged through the Platform.
3. Independent Contractor Relationship
NEMT operators using the Platform are independent contractors, not employees, agents, or joint venture partners of NEMA NETWORK. Nothing in these Terms or any Platform Agreement creates an employment relationship between NEMA NETWORK and any NEMT operator or their personnel. NEMT operators retain full control over the manner and means by which they provide transportation services, and are solely responsible for their own business operations, taxes, insurance, and compliance with applicable law.
4. Facility Obligations
- Provide accurate, complete trip details including patient transport needs, pickup location, required transport type, and any special instructions necessary for safe transport.
- Prior to submitting any trip request, obtain all necessary patient authorizations, including HIPAA-compliant authorization for disclosure of protected health information to NEMT providers, and appropriate transport consent from the patient or their authorized legal representative. NEMA NETWORK does not collect or verify patient consent directly.
- Pay invoices within the billing cycle specified in your Platform Agreement. Invoices not paid within 30 days of the due date may incur late fees as set forth in your Platform Agreement.
- Maintain strict confidentiality of login credentials and report any suspected unauthorized access to your account immediately to hello@nemanetwork.com.
- Execute a Business Associate Agreement (BAA) with NEMA NETWORK before submitting any trip request that may contain protected health information.
5. Provider Obligations
- Maintain all required state and federal NEMT operating licenses, vehicle certifications, driver credentials, and insurance throughout the duration of your use of the Platform. Provide updated documentation upon request.
- Maintain commercial general liability insurance and commercial auto insurance at minimum coverage levels specified in your Platform Agreement, naming NEMA NETWORK as an additional insured or certificate holder.
- Accept only trips within your approved service territory, vehicle capability, and licensed service scope.
- Complete accepted trips in a professional, timely, and safe manner consistent with all applicable regulations and your Platform Agreement obligations.
- Accurately and promptly mark trip status (accepted, en route, arrived, completed, or cancelled) within the Platform.
- Handle all patient information accessed through the Platform in compliance with HIPAA and any applicable BAA, using PHI solely for the purpose of fulfilling the specific assigned trip. Do not retain, copy, photograph, or use patient information beyond what is necessary for trip completion.
6. Fees, Payment, and Fee Changes
Fees, platform fee percentages, invoicing schedules, and provider payout terms are set forth in your individual Platform Agreement, which is incorporated into these Terms by reference. In the absence of a signed Platform Agreement, access to the Platform is not authorized.
Provider payouts are processed according to the schedule set forth in the applicable Platform Agreement, net of applicable platform fees. NEMA NETWORK is not responsible for delays caused by ACH processing times, incorrect banking information provided by the provider, or holds imposed by the provider's financial institution.
Fee changes: NEMA NETWORK reserves the right to adjust platform fees upon at least 30 days' advance written notice to the email address associated with your account. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the updated fees.
7. Prohibited Conduct
You agree not to:
- Misrepresent trip needs, patient conditions, transport capability, or organizational credentials
- Circumvent the Platform to arrange direct payment between facilities and NEMT operators matched through the Platform, outside of NEMA NETWORK's fee structure
- Use the Platform in any manner that violates applicable law, including HIPAA, the Anti-Kickback Statute, or applicable state NEMT regulations
- Attempt unauthorized access to other users' accounts, Platform systems, or data
- Reverse engineer, scrape, or copy any part of the Platform
- Use the Platform in connection with any service not authorized by your Platform Agreement
8. Termination and Suspension
NEMA NETWORK may suspend or terminate your access to the Platform immediately and without prior notice for: violation of these Terms or your Platform Agreement; non-payment of invoices; conduct that poses a risk to patient safety; loss or suspension of required licenses or credentials; or any conduct that NEMA NETWORK reasonably determines creates legal, regulatory, or reputational risk to the Platform.
Facilities or providers may terminate their account by providing 30 days' prior written notice delivered to the legal notices address in Section 15 of these Terms. Termination does not relieve you of any payment obligations incurred prior to the termination effective date.
9. Indemnification
By Providers: NEMT operators agree to indemnify, defend, and hold harmless NEMA NETWORK and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the NEMT operator's transportation services, vehicle operation, or the acts or omissions of the operator's employees, contractors, or agents; (b) the operator's breach of these Terms or any Platform Agreement; (c) the operator's violation of applicable law; or (d) any claim by a patient, facility, or third party related to a trip accepted through the Platform.
By Facilities: Healthcare facilities agree to indemnify, defend, and hold harmless NEMA NETWORK and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) inaccurate or incomplete trip information submitted by the facility; (b) the facility's failure to obtain required patient consent or authorization; (c) the facility's breach of these Terms or any Platform Agreement; or (d) the facility's violation of applicable law, including HIPAA.
By NEMA NETWORK: NEMA NETWORK will indemnify and hold harmless facilities and providers from claims arising directly from NEMA NETWORK's own gross negligence or willful misconduct in operating the Platform.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEMA NETWORK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, INCLUDING DAMAGES RELATED TO FAILED, DELAYED, OR UNSATISFACTORY TRANSPORTATION SERVICES, LOSS OF DATA, OR LOSS OF REVENUE.
NEMA NETWORK'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NEMA NETWORK IN THE THREE CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Section do not apply to: (a) liability arising from NEMA NETWORK's gross negligence or willful misconduct; (b) liability for death or personal injury caused by NEMA NETWORK's negligence; (c) liability for fraud or fraudulent misrepresentation; or (d) indemnification obligations under Section 9.
11. Disclaimer of Warranties
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEMA NETWORK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY PARTICULAR TRIP REQUEST WILL BE MATCHED OR FULFILLED. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.
Nothing in this disclaimer limits NEMA NETWORK's liability for gross negligence, willful misconduct, or personal injury caused by NEMA NETWORK's own acts or omissions.
12. Dispute Resolution
Informal Resolution
Before initiating any formal legal proceeding, the disputing party must provide written notice of the dispute to NEMA NETWORK at the legal notices address in Section 15, describing the nature of the claim and the relief sought. The parties agree to attempt good-faith informal resolution for at least 30 days following delivery of the notice before proceeding to arbitration.
Binding Arbitration
If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms, any Platform Agreement, or your use of the Platform shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in California. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate.
Class Action Waiver
YOU AND NEMA NETWORK EACH AGREE THAT ANY CLAIMS MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.
If the class action waiver is found unenforceable with respect to any claim, that claim shall be resolved in court rather than arbitration, with all other claims remaining subject to arbitration.
13. Governing Law
These Terms are governed by the laws of the State of California, without regard to its conflict of laws provisions. Any claims not subject to arbitration shall be resolved exclusively in the state or federal courts located in [County], California, and you consent to personal jurisdiction in those courts.
14. Force Majeure
NEMA NETWORK shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government orders, internet or infrastructure outages, or third-party service failures. NEMA NETWORK will notify affected users as promptly as practicable and resume services as quickly as reasonably possible.
15. Legal Notices
Legal notices to NEMA NETWORK must be sent in writing and delivered by email with confirmation of receipt, or by certified mail, to:
NEMA NETWORK — Legal Notices
[Legal Address — to be completed]
Email: hello@nemanetwork.com (subject line: "Legal Notice")
Notices are effective upon confirmed delivery. General support emails to hello@nemanetwork.com do not constitute legal notice.
16. Assignment
You may not assign or transfer your rights or obligations under these Terms without NEMA NETWORK's prior written consent. NEMA NETWORK may not assign these Terms without your prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of NEMA NETWORK's assets to a successor entity that agrees in writing to be bound by these Terms and any applicable BAAs. We will provide notice of any such assignment. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
17. Changes to Terms
We may update these Terms from time to time. For non-material changes, we will post the updated Terms on this page with a revised effective date. For material changes, we will provide at least 30 days' advance written notice by email to the address associated with your account. If you do not agree to the updated Terms, you must cease using the Platform and provide written notice of termination before the effective date. Continued use of the Platform after the effective date of a material change constitutes acceptance of the updated Terms.
18. General Provisions
- Entire Agreement: These Terms, together with any executed Platform Agreement and BAA, constitute the entire agreement between you and NEMA NETWORK regarding the Platform and supersede all prior agreements or understandings.
- Severability: If any provision of these Terms is found unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.
- No Waiver: NEMA NETWORK's failure to enforce any right or provision does not constitute a waiver of that right or provision.
- Headings: Section headings are for convenience only and do not affect interpretation.
19. Contact
Questions about these Terms? Contact us at hello@nemanetwork.com or at the legal notices address in Section 15.