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One NEMT Master Service Agreement

Emerald Leasing LLC d/b/a NEMT Growth Machine

v3, last updated July 30, 2026

1. PARTIES & EFFECTIVE DATE

This Master Service Agreement (the "Agreement") is entered into by and between Emerald Leasing LLC, a North Carolina limited liability company doing business as NEMT Growth Machine ("Provider"), and the client identified below ("Client"), effective as of the date of the last signature below (the "Effective Date").

This is the public reference copy of the agreement. Client legal name, business name, address, email, and phone are completed on the copy sent to you for signature.

2. CORE SERVICE: ONE NEMT PLATFORM SUBSCRIPTION

Provider grants Client subscription access to the ONE NEMT platform, a sales and marketing system for non-emergency medical transportation (NEMT) providers. The subscription is delivered fully configured and includes:

  • Business phone system: inbound and outbound calling from Client's business number
  • Two-way SMS messaging
  • Unified inbox: calls, SMS, and email in one place
  • CRM and contact management with full contact history
  • Private pay sales pipelines
  • Lead capture and tracking, including embeddable website forms connected to the CRM
  • Pre-built automations, including: missed call text back; automated SMS and email sales follow-up on new inquiries; quote follow-up sequences; automated ride confirmations; and post-ride thank you messages with review requests
  • Reporting dashboard with revenue source tracking and lost reason tracking
  • Tutorial and documentation enabling Client to modify and build their own automations

The ONE NEMT platform is designed to track and nurture private pay customers only. Client may use the platform to store ordinary business contact records for referral sources, including facilities (for example, a facility's name and office contact information), but the platform is not intended to track individual transportation requests or bookings that a hospital, clinic, care facility, or other healthcare provider refers using a specific patient's information, nor broker- or Medicaid-referred trips. Client is responsible for recording those referrals and trips directly in Client's dispatch or trip-management software, not in the ONE NEMT platform, regardless of who pays for the ride.

Client represents and warrants that Client will use the ONE NEMT platform only for transportation requests initiated directly by the passenger or the passenger's authorized representative, and will not input, transmit, or store: (a) a referral initiated by a hospital, clinic, care facility, or other healthcare provider using a specific patient's information from the provider's own records; (b) broker- or Medicaid-referred trip data; or (c) protected health information (PHI) or any data subject to HIPAA business associate obligations, through the platform. This restriction applies regardless of payer type. Provider is not a HIPAA covered entity or business associate with respect to the Services, does not execute Business Associate Agreements for the ONE NEMT platform, and the platform is not designed, configured, or represented as HIPAA-compliant. Client's use of the platform outside the scope described in this Section is at Client's sole risk and responsibility, subject to the indemnification obligations in Section 11.

Services not expressly listed in this Agreement or in a separately executed add-on service agreement are not included.

Provider does not guarantee revenue, ride volume, lead quantity, or conversion rates.

3. FEES & PAYMENT

3.1 Subscription Fee

  • Subscription fee: $97.00 per month. Billing is monthly only; no annual billing option is offered under this Agreement.
  • The Subscription includes Client's dedicated business phone number, email sending domain configuration, and the monthly usage credit described in Section 3.3. Client's recurring phone number rental and monthly A2P 10DLC campaign fees are paid from the included monthly usage credit; they are not billed as separate line items.
  • The One-Time Compliance & Launch Fee (Section 3.2) is collected when Client signs this Agreement. The monthly Subscription Fee is paid through the subscription signup link Provider delivers by email. Account provisioning begins upon execution of this Agreement and receipt of both payments.

3.2 One-Time Compliance & Launch Fee

A one-time Compliance & Launch Fee of $49.00 is due at signing. This fee covers guidance and tutorial support walking Client through Client's own A2P 10DLC brand and campaign registration (Client completes and submits this registration; Provider does not perform it on Client's behalf), carrier vetting pass-through fees paid to The Campaign Registry and underlying carriers, phone number provisioning, and launch configuration of Client's account. This fee is non-refundable once Client's registration has been submitted to The Campaign Registry, as the underlying third-party fees are incurred immediately and are not recoverable by Provider.

3.3 Included Monthly Usage Credit, Prepaid Wallet & Auto-Recharge

The Subscription includes unlimited users, unlimited contacts, and unlimited standard automations, plus a usage credit of $10.00 added each month to the prepaid usage wallet associated with Client's account (the "Wallet"). The Wallet funds all usage-based services at the rates in Section 4, including calls, SMS messages, emails, Client's phone number rental, and recurring monthly A2P 10DLC campaign fees. For typical usage at this plan size, the monthly credit covers or substantially offsets these costs.

The Wallet works as follows:

  • Usage draws down the Wallet balance in real time as it occurs, using included credit first.
  • Auto-Recharge: if the Wallet balance falls below $10.00, Client's card on file is automatically charged $10.00 to replenish the Wallet. These are the current threshold and recharge amounts; they are displayed in Client's platform billing settings. Client authorizes these automatic recharges by executing this Agreement.
  • Each recharge appears on Client's card statement as a separately labeled charge. The number of recharges in a given month depends on Client's usage; higher usage results in more frequent recharges.
  • Wallet recharges are not an additional fee; they prepay usage that Client's account consumes at the rates set out in Section 4.
  • Client may review Wallet balance, recharge history, and itemized usage at any time within the platform billing settings.
  • Included monthly credits have no cash value and are not refundable. Upon termination of this Agreement, any unused Wallet balance funded by Client's card recharges is refundable on written request to support@nemtgrowthmachine.com.

Usage beyond the included monthly credit is billed through the Wallet in addition to the monthly Subscription Fee. A declined Auto-Recharge is treated as a failed payment under Section 6 and may result in interruption of usage-based features (outbound calls, SMS, and email) until the Wallet is funded.

3.4 Third-Party Pass-Through Rates

Certain fees underlying the Services (including carrier message fees, registry fees, and telecommunications usage rates) are set by third parties, including The Campaign Registry, Twilio, and U.S. mobile carriers, and may change without notice. Provider may adjust the usage rates in Section 4 to reflect changes in underlying provider pricing. The current rate schedule is available from Provider on request and at www.nemtgrowthmachine.com/pricing.

3.5 Add-On Billing

  • Add-On Services are governed by separate written service agreements between Provider and Client, and are billed as separate, individually labeled charges, distinct from the core Subscription Fee (for example, a charge labeled for the AI Virtual Receptionist).
  • Where practical, recurring Add-On charges will be aligned to Client's subscription billing anniversary, with the first period prorated.
  • All Add-On Services require an active core ONE NEMT subscription. Termination or cancellation of the core subscription automatically terminates all Add-On Services effective the same date.
  • A failed or declined payment on any charge under this Agreement (subscription, add-on, or usage recharge) permits Provider to suspend the entire account, including all Add-On Services, following the cure period in Section 6.

3.6 Chargebacks

Client agrees to contact Provider at support@nemtgrowthmachine.com to resolve any billing question or dispute before initiating a chargeback or payment dispute with Client's card issuer. Initiating a chargeback on fees that were properly disclosed under this Agreement, without first providing Provider a reasonable opportunity to resolve the matter, constitutes a material breach of this Agreement and grounds for immediate suspension of Services. Client remains responsible for amounts properly owed, including chargeback fees assessed to Provider.

3.7 Dispatch Software Connection Fee (Optional)

If Client elects to connect Client's dispatch software (e.g., Bambi, Duet) to the ONE NEMT platform, Provider will quote the applicable fee at the time of request based on the dispatch platform and scope of work involved. Depending on the dispatch platform and Provider's ongoing cost to maintain the connection, the fee may consist of a one-time setup fee, a recurring monthly fee in addition to the Subscription Fee, or both. Provider will confirm the applicable fee structure and amount in writing before work begins; no fee is due at signing. Any one-time portion is invoiced once Client's account setup is complete and the dispatch connection work begins; any recurring monthly portion is billed on Client's subscription billing anniversary. All fees under this Section are billed as separately labeled charges to the card on file. Client may elect this service at any time by written request; email to support@nemtgrowthmachine.com is sufficient. This connection syncs private pay rides recorded in Client's ONE NEMT account only; per Section 2, broker- and Medicaid-referred trips and facility-referred patient bookings are not tracked in the platform and are not part of this connection.

3.8 Account Customization & Build-Out Assistance (Optional)

If Client elects Customization or hands-on build-out assistance for Client's ONE NEMT account beyond the onboarding setup described in Section 2 (business phone and email system configuration), including custom dashboards, Google tracking setup, custom automation builds, and general pipeline or workflow build-out, Provider bills this work at an hourly rate of $50.00 per hour, billed in 15-minute increments. Provider will provide a written time estimate before beginning any work expected to exceed one (1) hour; Client may decline to proceed at that estimate. This service is billed as a separately labeled charge to the card on file after each work session is completed. Client may elect this service at any time by written request; email to support@nemtgrowthmachine.com is sufficient. This service is available to active ONE NEMT subscribers only.

4. USAGE RATE SCHEDULE

Usage-based services draw down the Wallet (included credit first) at the following rates:

  • Phone Number Rental - Local number: approximately $1.73/month | Toll-free number: approximately $3.25/month
  • A2P 10DLC Monthly Campaign Fee: approximately $1.58/month for a standard single-campaign account (verified against a live client account 7/30/2026; may vary by campaign type and carrier mix)
  • Phone System - Making calls: $0.021/min | Receiving calls: $0.0128/min | Text messages: $0.0124/segment
  • Email: $0.001/email (no separate domain hosting fee; sending domain configuration is included at no charge, billed per email sent at this rate)
  • Workflow Premium Features: $0.015/execution
  • LC Email Verification: $0.0037/verification
  • Content AI: $0.135/1,000 words and $0.09/image
  • Workflow External AI Models: $0.90/750,000 words (input) and $3.60/750,000 words (output)
  • Conversation and Voice AI: $0.03/message and $0.195/minute voice call
  • Reviews AI: $0.015/review response
  • Funnel AI: $1.485/funnelAI
  • Agent Studio: $0.375/750,000 words

Usage beyond the included monthly credit is billed in addition to the monthly Subscription Fee. Rates are subject to change based on underlying provider pricing as described in Section 3.4.

Illustrative examples (actual cost depends on Client's call and messaging volume): A light-usage account typically incurs fixed phone and A2P costs of approximately $3.31/month plus minimal SMS usage, comfortably within the $10.00 monthly credit with no Auto-Recharge triggered in a typical month. A more active account, for example one handling approximately 200 inbound calls, 100 outbound calls, and 300 text messages per month, would run approximately $21/month in usage costs at the rates above, drawing down the Wallet beyond the included credit and triggering Auto-Recharge as needed. Total monthly usage cost for most Clients falls within this range depending on call and messaging volume.

5. ADD-ON SERVICES

Add-On Services (including the AI Virtual Receptionist, Website Build, and Google Ads Management) are available only under a separate written service agreement executed for each add-on. The Dispatch Software Connection and Account Customization & Build-Out Assistance are governed by Sections 3.7 and 3.8 of this Agreement and do not require separate agreements. Each add-on agreement incorporates the billing, dependency, and third-party provider terms of this Agreement, including Sections 3.5, 6, and 9. Dispatch Software Connection and Account Customization & Build-Out Assistance are available to active ONE NEMT subscribers only. In the event of a conflict between this Agreement and an add-on service agreement, the add-on service agreement controls with respect to that add-on only.

6. TERM, CANCELLATION & NON-PAYMENT

  • This Agreement is month to month and renews automatically each billing cycle.
  • Client may cancel with seven (7) days written notice to support@nemtgrowthmachine.com, effective at the end of the current billing period. No partial-month refunds are issued.
  • One-time fees (including the Compliance & Launch Fee and any add-on setup fees) are non-refundable as described in the applicable sections.
  • Upon a failed payment, Provider will attempt to re-process the card on file. If payment is not cured within ten (10) days of the first failed attempt, Provider may suspend the account, including all Add-On Services. If payment is not cured within thirty (30) days, Provider may terminate this Agreement.
  • Upon termination, any unused Wallet balance funded by Client's card recharges is refundable on written request; included monthly credits and one-time fees are not.
  • Upon termination, and provided Client's account is paid in full, Client may port Client's business phone number to another carrier. Provider will reasonably cooperate with a valid port-out request at no additional charge.
  • Upon termination, Client may export Client's contact and lead data for thirty (30) days by written request to support@nemtgrowthmachine.com. After that period, Provider may permanently delete Client's account data.

7. ADMINISTRATIVE ACCESS & DATA PRIVACY

Provider maintains administrative access to Client's account for legitimate purposes only, including configuration, support, troubleshooting, compliance registration, and delivery of Services under this Agreement. Provider will not make unauthorized changes to Client's account and treats Client's contact databases, conversation history, and business data as private and confidential information of Client.

8. MESSAGING COMPLIANCE (TCPA / A2P 10DLC)

Provider provides guidance and walkthrough support, including tutorial videos available on request, to help Client complete Client's own A2P 10DLC brand and campaign registration. Client, not Provider, completes and submits this registration. Client is solely responsible for the accuracy of Client's registration information; misrepresentation resulting in carrier rejection, suspension, or penalty is Client's liability.

Client warrants that all messaging conducted through the platform will comply with the Telephone Consumer Protection Act (TCPA), CTIA guidelines, applicable state law, and carrier policies, including obtaining and maintaining required consent from message recipients and honoring opt-out requests. Client is solely responsible for the content and recipients of its outbound communications.

Message delivery, carrier filtering, and throughput limits are controlled by third-party carriers. Provider does not guarantee delivery of any message.

9. THIRD-PARTY INFRASTRUCTURE & PROVIDERS

The Services are delivered on third-party infrastructure, including the HighLevel platform, telecommunications carriers, and email delivery providers. Certain Add-On Services are delivered through third-party providers (including Streamline Service Hub for the AI Virtual Receptionist). Provider will use commercially reasonable efforts to maintain Service availability but does not control third-party uptime, features, or pricing.

Client's sole remedy for a third-party service outage is a prorated credit for the affected service for the period of the outage. A third-party outage affecting one service does not excuse payment for other services under this Agreement, including the core subscription.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, act of war or terrorism, government action, internet or utility failure, or a third-party provider outage described above.

10. CONFIDENTIALITY & TRADE SECRETS

The platform configuration, snapshots, automation logic, workflows, templates, and related know-how delivered under this Agreement constitute Provider's confidential information and trade secrets. Client agrees not to copy, resell, share, or disclose these materials outside Client's organization, and not to use them to build or assist a competing offering. This obligation survives termination.

11. DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

The Services are provided "as is." Provider disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose. Provider does not guarantee revenue, ride volume, lead quantity, or conversion rates.

Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider in the three (3) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, consequential, or punitive damages.

Client agrees to indemnify, defend, and hold harmless Provider from and against any claim, demand, penalty, fine, or expense (including reasonable attorneys' fees) arising from: (a) Client's use of the ONE NEMT platform to store, transmit, or process data outside the scope described in Section 2, including broker- or Medicaid-referred trip data or protected health information; (b) the content of Client's messaging, website content, or business claims; or (c) Client's violation of applicable law, including the TCPA, in Client's use of the Services.

12. DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of North Carolina. The parties agree to first attempt in good faith to resolve any dispute through mediation. Any dispute not resolved through mediation shall be settled by binding arbitration administered by the American Arbitration Association under its commercial rules, with the arbitration seated in North Carolina. The prevailing party is entitled to recover reasonable attorneys' fees and costs. Claims must be brought in each party's 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 party's claims.

13. GENERAL

This Agreement, together with any separately executed add-on service agreements, constitutes the entire agreement between the parties and supersedes prior agreements on the same subject matter. Amendments must be in writing and signed or initialed by both parties. If any provision is held unenforceable, the remainder remains in effect. Client may not assign this Agreement without Provider's written consent.