TermsandConditions

BlueHive operates a software platform and online marketplace that connects Employers and Examinees with a network of independent occupational health Providers and Facilities. Our role is limited to providing the technology, search, scheduling, communications, payment-facilitation, results-routing, reporting, and coordination tools that make those connections possible. We do not own, operate, employ, control, train, supervise, credential, or direct the clinical practice of any Provider or Facility. Providers and Facilities are independent contractors operating their own businesses; they are not employees, agents, partners, joint venturers, franchisees, subcontractors, or representatives of BlueHive, and BlueHive is not their employee, agent, partner, joint venturer, franchisee, subcontractor, or representative.

The professional and contractual relationship for any underlying occupational health service — including the duty of care for that service — runs between the Employer and/or Examinee on one side and the Provider or Facility on the other. Each Provider and Facility is solely responsible for its own staffing, equipment, facility conditions, licensure, accreditation, certifications, professional liability and malpractice insurance, clinical protocols, results, reports, recordkeeping, billing/coding accuracy, and compliance with applicable federal, state, and local laws and professional standards. BlueHive does not practice medicine, nursing, laboratory science, or any other licensed healthcare profession in any jurisdiction, and nothing on the Platform constitutes the practice of any licensed profession by BlueHive.

Listing a Provider or Facility on the Platform — including any badge, sponsorship, ranking, response-time indicator, recommendation, search-result placement, or other prominence indicator — is not an endorsement, certification, warranty, or guarantee by BlueHive of the Provider, Facility, or any service performed by them. BlueHive does not warrant the quality, safety, accuracy, completeness, timeliness, fitness for a particular purpose, regulatory acceptability, or outcome of any service performed by a Provider or Facility, and is not responsible or liable for any act, omission, error, delay, injury, damage, malpractice, professional negligence, billing dispute, refund, or other loss arising from services performed (or not performed) by a Provider or Facility. Any claim arising from the actual performance or non-performance of an occupational health service must be pursued against the Provider or Facility that performed (or was scheduled to perform) the service, not against BlueHive.

The fact that you order, pay for, or receive a receipt or invoice for occupational health services through the Platform does not make BlueHive the provider, performer, supervisor, employer, principal, or guarantor of those services. Where BlueHive collects, remits, invoices, settles, or otherwise facilitates payment for services delivered by a Provider or Facility, BlueHive does so as a payment facilitator and platform operator on behalf of the Provider or Facility — not as the seller, performer, or insurer of the underlying clinical service. You agree not to represent, hold out, allege, plead, or argue, in any forum, that BlueHive is the provider, performer, employer, principal, or guarantor of any Provider, Facility, or occupational health service ordered through the Platform.

By creating an account, signing an Order Form, or otherwise accessing or using the Platform, you accept these Terms. If you do not accept these Terms, do not use the Platform. We may refuse to provide the Platform to anyone for any lawful reason.

Account

The BlueHive account created by or for you to access the Platform.

Authorized User

An individual permitted by you (or your organization) to access the Platform under your Account.

Content

All data, text, graphics, images, audio, video, software, code, and other materials made available through the Platform, including the Database.

Database

BlueHive's curated database of occupational health professionals, providers, facilities, and related information.

Employer

An organization that uses the Platform to procure occupational health services for its workforce or candidates.

Examinee

An individual (employee, candidate, or other) directed by an Employer to receive occupational health services through the Platform.

Order Form

A written ordering document signed by you and BlueHive that references these Terms.

PHI

Protected Health Information as defined in 45 C.F.R. § 160.103.

Provider and Facility

Independent occupational health professionals and care facilities listed in the Database.

If you have entered into a signed Order Form, MSA, BAA, or other written agreement with BlueHive, that agreement controls over these Terms to the extent of any conflict, and only with respect to the Platform as described in that agreement. These Terms otherwise continue to apply.

Additional terms apply depending on how you use the Platform. By acting in any of the following roles you also agree to the corresponding role-specific agreement:

• If you are an Employer, the Employer Platform Agreement applies.
• If you are a Provider or Facility, the Provider Platform Agreement applies.
• If you are an Examinee, the Examinee Consent applies.
• If you are a Partner (referral, co-marketing, integration, or reseller), the Partner Agreement applies.

The Platform may be used only for the following purposes (the "Permitted Uses"):

• For Employers and individuals to find occupational health Providers and Facilities, schedule appointments, manage payments, communicate with Providers and Facilities, and store, access, and transmit related individual and occupational health information.
• For Providers and Facilities to list services, locations, hours, and fee schedules, schedule appointments, manage payments, communicate with Employers and individuals, and store, access, and transmit related individual and occupational health information.
• For Employers, individuals, Providers, and Facilities to review information and research related to occupational health.

You are responsible for all activity that occurs under your Account, for the accuracy of information you submit, and for the conduct of your Authorized Users. You must (a) maintain the confidentiality of your Account credentials, (b) enable multi-factor authentication when offered, (c) promptly notify BlueHive through our contact form (subject: "Security") of any suspected unauthorized access, and (d) ensure that each Authorized User complies with the Agreement.

You agree not to, and not to permit any Authorized User or third party to:

• Access or use the Platform other than for the Permitted Uses or in violation of any law or regulation.
• Reproduce, modify, distribute, sell, rent, lease, loan, or republish any portion of the Platform or Content (including the Database) other than as expressly permitted.
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform, except to the extent that applicable law expressly permits.
• Scrape, spider, harvest, or otherwise extract Content from the Platform by automated means.
• Use the Platform or Content to train, fine-tune, or evaluate any artificial-intelligence or machine-learning model.
• Probe, scan, or test the vulnerability of the Platform, or breach or circumvent any security or authentication mechanism.
• Send spam, unsolicited communications, malicious code, or content that is unlawful, harassing, defamatory, or infringing.
• Misuse PHI, including any use or disclosure that would violate HIPAA or any executed BAA.
• Interfere with, disrupt, or impose an unreasonable load on the Platform or the networks it runs on.
• Resell, sublicense, or otherwise commercially exploit the Platform without BlueHive's prior written consent.

The Platform and all Content (including the Database) are owned or licensed by BlueHive and protected by United States and international copyright, trademark, trade-secret, and other intellectual-property laws. The Database is an original compilation protected under U.S. Copyright Law. The name "BlueHive" and all related names, logos, product and service names, designs, and slogans are trademarks of BlueHive or its affiliates and may not be used without our prior written permission.

Subject to your compliance with the Agreement, BlueHive grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for the Permitted Uses. All other rights are reserved.

If you submit content to the Platform ("User Content"), you retain ownership of it and grant BlueHive a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and create derivative works of the User Content solely as necessary to operate, secure, and improve the Platform and to provide the Platform to you and your Authorized Users.

BlueHive may use customer names and logos in case studies, promotional materials, and customer-list references unless the customer requests otherwise in writing.

Fees for the Platform are set forth in the applicable Order Form, on the published pricing page, or in your Account. Unless an Order Form provides otherwise, all fees are quoted and payable in U.S. dollars and are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and similar taxes other than taxes on BlueHive's net income.

Payments are processed through our PCI-compliant payment processor (currently Stripe, Inc.). By providing payment information you authorize BlueHive (and its payment processor) to charge that payment method for the fees due, including recurring charges where applicable. You agree to keep your payment information current.

Past-due amounts accrue a late charge of the lesser of 1.5% per month or the maximum allowed by law and entitle BlueHive to suspend the Platform on prior notice. Disputed charges must be raised in good faith within 30 days of the invoice date. Except as expressly stated in an Order Form or required by law, fees are non-refundable.

Provider payouts and 1099 reporting are governed by the Provider Platform Agreement.

For any engagement between an Employer and a Provider or Facility that is introduced or facilitated through the Platform, you agree that, for the duration of that engagement and for twelve (12) months after it ends, all related occupational health services will be ordered, scheduled, performed, and paid through the Platform. You agree not to (a) solicit or accept off-platform payment, (b) circumvent BlueHive's billing or scheduling, or (c) instruct or encourage any other party to do so.

BlueHive may suspend or terminate Accounts, withhold payouts, and pursue all available remedies for violations of this Section. Continuing relationships that pre-date the parties' use of the Platform are not subject to this Section, provided you can document them in writing on request.

Providers and Facilities may use the Platform only for the Permitted Uses and not for any anti-competitive, deceptive, unfair, illegal, or fraudulent practice. BlueHive may remove or exclude any Provider or Facility from the Database for violations of the Agreement or for unprofessional, inappropriate, illegal, fraudulent, or harmful conduct.

Providers and Facilities acknowledge and agree that the Platform does not substitute for professional judgment. Providers exercise their independent medical judgment in delivering occupational health services and are responsible for verifying any information about an Examinee before providing services. BlueHive is not responsible for canceled or unfulfilled appointments or for any injury, damage, or loss arising from them. Additional terms apply under the Provider Platform Agreement.

The information BlueHive provides should not be the only factor you consider in selecting a Provider or Facility. Search results are based on geographic location and other criteria you supply and do not reflect Provider availability, specialty, third-party-payor requirements, or Employer preference. The Platform should be used only to locate occupational health Providers and Facilities and not for primary care, pediatric, or other non-occupational health purposes.

BlueHive uses reasonable efforts to keep the Database accurate but does not guarantee accuracy, completeness, or availability. Providers and Facilities may not have verified the information about them.

The Platform and Content are for informational, scheduling, and payment purposes only. They are not a substitute for the professional judgment of a healthcare provider, for the treatment of a work-related injury or illness, or for any examination, surveillance, screening, or testing required by an Employer or governmental authority (including OSHA, DOT, or FAA). Use of the Platform does not create a physician-patient or provider-patient relationship.

BlueHive may make available chatbot, search, summarization, recommendation, and other artificial-intelligence ("AI") features (including the assistant known as "Bea"). These features are intended to help you navigate the Platform and find general information.

You agree that you (a) will not submit Protected Health Information (PHI), full Social Security numbers, payment-card numbers, or other highly sensitive information through public chat or AI tools unless we have expressly directed you to do so through a secure workflow; (b) will independently verify any output before relying on it for a regulatory, clinical, employment, or business decision; and (c) understand that BlueHive may log, monitor, audit, suspend, modify, or discontinue any AI feature at any time. Our use of AI is further described in our Privacy Policy, including our commitment not to train AI or machine-learning models on PHI or on identifiable customer data.

BlueHive operates a directory of independent occupational health Providers and Facilities. The order, ranking, prominence, and presentation of search results may be influenced by one or more factors, including: your search location, the location entered in a search, distance from the search point, service availability, completeness of Provider profile information, response time, historical reliability, user-experience considerations, and — where applicable — paid placement, sponsorships, featured listings, or promotional arrangements between BlueHive and a Provider.

A listing's presence, position, badge, description, photograph, or any other prominence indicator does not constitute an endorsement, certification, recommendation, or guarantee by BlueHive of the Provider or of the quality, legality, availability, pricing, or outcome of any service. Where a listing is sponsored, featured, or otherwise paid, we will identify it as such using a label, badge, or comparable indicator. You are responsible for independently verifying any Provider information that is material to your decision.

BlueHive does not recommend or endorse any specific drug, test, healthcare provider, occupational health professional, laboratory, pharmacy, product, procedure, opinion, or other information available through the Platform. BlueHive does not credential, research, or verify the professional qualifications, education, licensure, expertise, or quality of work of any Provider or Facility. You and your Employer are solely responsible for paying Providers and Facilities for occupational health services and for resolving any related disputes (subject to Section 10).

The Platform interoperates with third-party services (for example, HRIS systems, payment processors, communications providers, and AI providers). Your use of those third-party services is governed by the third party's own terms. BlueHive does not control and is not responsible for third-party services, and the availability of an integration is not an endorsement.

The Platform is provided on an as-available basis. We may modify, suspend, or discontinue all or part of the Platform at any time, with or without notice. Any service-level commitments (uptime, response times) apply only if expressly stated in a signed Order Form or MSA between you and BlueHive.

Our Privacy Policy describes how we collect, use, share, and protect personal information. Where BlueHive processes PHI on behalf of a HIPAA-regulated customer, a separate Business Associate Agreement (BAA) governs that PHI and controls over these Terms to the extent of any conflict. Customers may request a BAA through our contact form.

BlueHive responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe content available through the Platform infringes your copyright, send a notice containing the elements required by 17 U.S.C. § 512(c)(3) to our Designated Agent:

• BlueHive Health, LLC — DMCA Designated Agent
• Submit through our contact form with subject "DMCA Notice".
• A mailing address for the Designated Agent is available on request through the contact form.

We may remove or disable access to content alleged to be infringing and may terminate the Accounts of repeat infringers in appropriate circumstances. Counter-notices may also be sent to the address above.

Either party may terminate the Agreement for convenience on 30 days' written notice (subject to any minimum term in an Order Form). BlueHive may suspend or terminate the Agreement, the Platform, or any Account immediately for (a) breach of the Agreement (including the Acceptable Use Policy and the anti-circumvention obligations in Section 10), (b) non-payment, (c) risk to the security or integrity of the Platform, or (d) requirement by law.

On termination, your right to access the Platform ends. For 30 days following termination (unless prohibited by law) BlueHive will make your customer data available for export in a commercially reasonable format. After that period BlueHive may delete or de-identify customer data, subject to any retention obligations in the Privacy Policy or an applicable BAA.

You agree to defend, indemnify, and hold harmless BlueHive, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (a) your or your Authorized Users' use of the Platform or Content, (b) your User Content, (c) your violation of the Agreement, or (d) your violation of any law or third-party right.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages, so some of the above may not apply to you. The limitations in this Section apply to the fullest extent permitted by law and survive termination of the Agreement.

Informal Resolution First

Before filing a formal claim, you and BlueHive agree to try in good faith to resolve any dispute by sending a written notice describing the dispute and requested relief through our contact form (subject: "Dispute Notice"). BlueHive will use the address on file for you. The parties will negotiate informally for at least 30 days before initiating arbitration.

Binding Arbitration

Any unresolved dispute, claim, or controversy arising out of or relating to the Agreement or the Platform will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect. The arbitration will be conducted in Wilmington, Delaware (or remotely by agreement), in English, before a single arbitrator. The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction.

Class-Action and Jury Waiver

You and BlueHive agree that disputes will be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding. You and BlueHive waive any right to a jury trial. If a court determines this waiver to be unenforceable as to a particular claim, that claim must be litigated in the courts identified in Section 24.

Carve-Outs

Either party may bring (a) an action in small-claims court for an individual claim within that court's jurisdiction, or (b) an action in the courts identified in Section 24 to seek injunctive or other equitable relief to protect intellectual-property rights or confidential information.

Opt-Out

You may opt out of the arbitration and class-waiver provisions of this Section by sending written notice through our contact form (subject: "Arbitration Opt-Out") within 30 days of first accepting these Terms. The notice must state your name, the email address on your Account, and an unequivocal statement that you wish to opt out of arbitration. Opting out will not affect any other provision of the Agreement.

The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any action not subject to arbitration under Section 23 must be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to personal jurisdiction in those courts.

You may not access or use the Platform in violation of U.S. export-control or sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Office of Foreign Assets Control (OFAC). You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that you are not a person identified on any U.S. government denied-party or sanctions list.

BlueHive is committed to making the Platform accessible to people with disabilities and works toward conformance with WCAG 2.1 AA. To report an accessibility issue or to request an accessible alternative, contact us through our contact form (subject: "Accessibility"). See also our Accessibility Statement.

We may revise these Terms from time to time. We will update the "Last modified" date at the top of this page when we make changes, and we will display a brief summary of any material change (for example, to fees, dispute resolution, or your obligations) at the top of this page for at least 30 days. Because we do not currently maintain a notification mailing list, you are responsible for periodically reviewing these Terms. Your continued use of the Platform after the effective date of a change constitutes acceptance of the updated Terms.

• Force majeure — Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Assignment — You may not assign the Agreement without BlueHive's prior written consent. BlueHive may assign the Agreement in connection with a merger, acquisition, or sale of assets.
• Severability — If any provision is held unenforceable, the remaining provisions will remain in full force.
• No waiver — A failure to enforce any right is not a waiver of that right.
• Notices — Notices to BlueHive must be sent through our contact form. Notices to you may be sent to the email address on your Account.
• Entire agreement — The Agreement (these Terms, the Privacy Policy, the applicable role-specific agreement, and any signed Order Form, MSA, or BAA) is the entire agreement between the parties and supersedes prior agreements on the same subject matter.
• Headings — Headings are for convenience only and do not affect interpretation.
• Survival — Sections that by their nature should survive termination (including Sections 8, 9, 10, 19–24, and 28) survive.
• Limitation period — Any cause of action arising out of or relating to the Agreement must be commenced within one year after the cause of action accrues, except where a longer period is required by law.