PartnerAgreement

You represent and warrant that (a) you have full power and authority to enter into this Partner Agreement, (b) the individual accepting this Partner Agreement has authority to bind your organization, and (c) your acceptance and performance do not violate any other agreement, license, or law to which you are subject.

Participation in any BlueHive partner program is at BlueHive’s sole discretion and is conditioned on prior written approval. BlueHive may, at any time and for any reason, decline an application, change program eligibility criteria, modify program economics on prospective notice, or suspend or revoke approval. You are not authorized to hold yourself out as a BlueHive Partner, to use BlueHive marks, or to claim any compensation under this Partner Agreement until BlueHive has confirmed your approval in writing (including by email or through the partner portal).

You will keep your organization and contact information current in the partner portal and will respond promptly to BlueHive requests for diligence information (including beneficial-ownership, sanctions, or background-check information) reasonably necessary for program administration and compliance.

BlueHive currently operates the following partner categories. Your category will be designated in your Partner Order Form, and the activities permitted under Section 4 are scoped to that category. A Partner may participate in more than one category if BlueHive expressly approves.

• Referral Partners — introduce qualified prospective Employers (or, where authorized, Providers) to BlueHive in exchange for a fixed marketing fee per Qualified Lead, as defined in Section 6.
• Co-Marketing Partners — jointly produce or distribute marketing content (webinars, whitepapers, events, joint case studies) without exchanging per-lead or per-transaction compensation.
• Integration / Technology Partners — build and maintain a technical integration with the BlueHive Platform (for example, HRIS, EHR, identity, or analytics integrations) under BlueHive’s API terms.
• Channel Resellers / White-Label Partners — resell or distribute BlueHive Platform access to end customers under a separately negotiated reseller addendum that incorporates this Partner Agreement.

You may engage in the activities expressly described in your category, in this Partner Agreement, in the Brand Guidelines, and in any approved Partner Order Form, and no others. By way of example and without limitation:

• Submit Qualified Leads through the channel BlueHive designates (partner portal, tracked link, or co-branded form).
• Use BlueHive-approved marketing collateral, demo materials, and pitch decks in their as-provided form.
• Co-host webinars, events, or content series approved in writing by BlueHive Marketing.
• For Integration Partners, develop, publish, and maintain a documented integration in accordance with BlueHive’s API terms and security review.
• For Resellers, market and resell access to the Platform within the territory, vertical, and pricing band approved in your Partner Order Form.

You will not, and will not permit any subcontractor, sub-affiliate, or downstream party to:

• Make any representation about BlueHive, the Platform, occupational health services, regulatory compliance, or clinical outcomes that is false, misleading, unsubstantiated, or that goes beyond approved marketing collateral.
• Imply that you are an employee, agent, joint venturer, or exclusive representative of BlueHive, or that BlueHive endorses any third-party product or service that is not part of the approved partnership.
• Provide medical advice, clinical recommendations, fitness-for-duty determinations, or any service that constitutes the practice of medicine, nursing, or laboratory science.
• Provide end-user clinical, billing, or PHI-handling support unless BlueHive has expressly authorized that support pathway in writing.
• Solicit or accept any payment, kickback, rebate, or other remuneration from a Provider, Facility, or other healthcare entity in exchange for routing referrals to or from that entity through BlueHive.
• Engage in deceptive marketing, spam, unauthorized robocalls or SMS, paid search bidding on BlueHive trademarks, typosquatting, or other practices that violate the FTC Act, TCPA, CAN-SPAM, or analogous state law.
• Use BlueHive marks, screenshots, customer logos, or product imagery outside of the Brand and Trademark License in Section 8 and the approved Brand Guidelines.
• Circumvent the Platform by routing prospect engagements, scheduling, or payments off-platform after a Qualified Lead has been introduced.
• Resell or sublicense Platform access except as expressly permitted under a Reseller addendum (Section 11).

A "Qualified Lead" is a prospective Employer (or, where authorized, Provider) that (a) is introduced through the channel BlueHive designates, (b) was not already in BlueHive’s pipeline at the time of introduction, (c) meets the qualification criteria published in the partner portal (for example, U.S. domicile, minimum employee count, occupational health use case), and (d) is accepted by BlueHive Sales after initial diligence. BlueHive’s lead-tracking system of record controls in any dispute over qualification or attribution.

Referral fees, payment cadence, and any caps are set out in your Partner Order Form. Fees are paid only on Qualified Leads attributed to you and accepted by BlueHive. BlueHive may withhold or recoup fees in cases of fraud, duplicate submission, breach of this Partner Agreement, or material misrepresentation about the lead.

You are responsible for all taxes on amounts you receive and for completing any tax forms BlueHive’s payments processor requires. You acknowledge that you are not entitled to any payment for Platform access purchased by an end customer, for any healthcare service performed by a Provider, or for any other consideration not expressly described in your Partner Order Form.

The marketing fees described in Section 6 are intended to represent fair market value for the bona-fide marketing and lead-generation services Partner actually provides — specifically, identifying and introducing prospective end customers that meet published qualification criteria — and are not, and shall not be construed as, payment for the referral of a patient, for the volume or value of any business generated between the parties, or for any item or service reimbursable under a federal or state healthcare program.

You represent and warrant on a continuing basis that: (a) you are not, and no individual associated with you is, currently excluded, debarred, or sanctioned under Medicare, Medicaid, OIG, GSA/SAM, or any other federal or state program; (b) you will not bill any federal healthcare program for items or services reimbursable under such program in connection with the Platform; (c) your activities under this Partner Agreement do not involve the recommendation of any specific Provider, Facility, item, or service to a patient or to a patient’s family; and (d) you will not condition or vary any compensation, discount, or other arrangement with any third party on the volume or value of business generated through the Platform.

Either party may terminate this Partner Agreement on written notice and without penalty if it determines, in good faith and after consultation with counsel, that any aspect of the parties’ arrangement may violate the Anti-Kickback Statute, EKRA, the Stark Law, the False Claims Act, or analogous state law. The parties agree to negotiate in good faith to restructure the affected term to comply with applicable law before exercising this termination right.

Subject to your continuing compliance with this Partner Agreement and the BlueHive Brand Guidelines, BlueHive grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license during the term to use the BlueHive name, logos, and approved marketing assets solely to identify yourself as a BlueHive Partner of the approved category and to perform the activities permitted under Section 4. All goodwill arising from your use of BlueHive marks inures solely to BlueHive.

You will not (a) modify BlueHive marks, (b) use BlueHive marks in your domain name, social handle, app name, or product name, (c) bid on BlueHive trademarks in paid search, (d) imply ownership, exclusivity, or endorsement that has not been granted in writing, or (e) continue any use of BlueHive marks after this Partner Agreement or the brand license terminates. BlueHive may require you to take down, correct, or replace any non-conforming use within a commercially reasonable period.

Any external-facing marketing material that references BlueHive, the Platform, BlueHive customers, or any partnership with BlueHive must be approved in writing by BlueHive Marketing before publication. Approval may be conditioned on disclaimers, citations, or formatting changes. BlueHive may, at any time, require correction or takedown of any approved material that becomes inaccurate, misleading, or out of date.

You will not issue any press release, public statement, or analyst briefing referencing BlueHive without prior written approval. Use of customer names or logos as references requires the customer’s separate written consent in addition to BlueHive’s approval.

If you are an Integration / Technology Partner, your access to BlueHive APIs is additionally governed by BlueHive’s API terms and any technical onboarding requirements (security questionnaire, scope review, rate limits, sandbox testing). You represent and warrant that (a) you maintain a written information security program consistent with industry standards (such as SOC 2 Type II or ISO 27001) appropriate to the data you process, (b) you will not store, log, or otherwise persist Protected Health Information (PHI) outside of an executed Business Associate Agreement (BAA) with BlueHive, and (c) you will promptly notify BlueHive of any actual or reasonably suspected security incident affecting BlueHive data.

BlueHive may require execution of a separate Data Processing Addendum (DPA) and/or BAA before any production data is exchanged. BlueHive may suspend integration access without notice in the event of a security incident, abuse of API rate limits, or material breach of this Section.

If you are a Channel Reseller or White-Label Partner, the additional terms of your Reseller Addendum control, including pricing, territory, vertical, branding, end-customer contracting flow, support obligations, and revenue share. Absent a fully executed Reseller Addendum, you have no right to resell, sublicense, or rebrand the Platform.

Unless the Reseller Addendum expressly provides otherwise: (a) BlueHive remains the contracting party with the end customer for Platform access and the Employer Platform Agreement applies to the end customer; (b) you may not undercut BlueHive’s published pricing or offer side letters that modify the Platform’s legal terms; and (c) you are responsible for ensuring that each end customer accepts the BlueHive Terms of Use and applicable role-specific agreements before using the Platform.

Each party will protect the other’s Confidential Information with at least the same care it uses to protect its own (and not less than reasonable care). Confidential Information includes pricing, roadmap, customer lists, lead data, integration documentation, and any non-public business or technical information disclosed in connection with the partnership.

Lead data you submit through the partner portal is governed by the Privacy Policy. You represent and warrant that (a) you have the lawful basis and any required notice or consent to share contact information about prospective end customers with BlueHive, (b) you will not submit Sensitive Personal Information, Protected Health Information (PHI), or information about minors as part of a lead, and (c) you will honor any opt-out, unsubscribe, or do-not-contact request a prospect raises with you.

The parties are independent contractors. Nothing in this Partner Agreement creates an agency, partnership, joint venture, employment, franchise, or fiduciary relationship. Neither party has the authority to bind the other or to create any obligation, express or implied, on behalf of the other. The arrangement is non-exclusive; either party may pursue similar arrangements with other parties unless and only to the extent expressly restricted in a Partner Order Form.

This Partner Agreement begins on your acceptance and continues until terminated. Either party may terminate for convenience on thirty (30) days’ written notice. BlueHive may terminate or suspend immediately for (a) material breach of this Partner Agreement (including Sections 5, 6, 7, 8, 10, or 11), (b) brand misuse, (c) regulatory, reputational, or compliance risk identified in good faith, (d) program-wide changes (including discontinuation of a partner category), or (e) requirement by law.

On termination, your right to identify as a BlueHive Partner, to use BlueHive marks, and to access the partner portal ends. Sections 5, 6 (with respect to fees earned and payable on Qualified Leads delivered and accepted before termination), 7, 8 (with respect to wind-down obligations), 12, 13, 15, and 16 survive termination. BlueHive will pay any fees that became earned and uncontested before the effective date of termination, less any amounts properly withheld under Section 6.

The disclaimers, indemnification, and limitation-of-liability provisions in Section 22 of the Terms of Use apply to this Partner Agreement and are incorporated by reference. Without limiting the foregoing, you will defend, indemnify, and hold BlueHive harmless from claims arising out of (a) your unauthorized representations about BlueHive, the Platform, or healthcare services, (b) your violation of Section 5 (Prohibited Activities) or Section 7 (Healthcare Compliance), (c) marketing communications you send (including TCPA, CAN-SPAM, and analogous state-law claims), (d) lead data you submit, (e) your integration or reseller activities, or (f) your violation of any law or third-party right.

This Partner Agreement is governed by the laws of the State of Delaware and is subject to the dispute-resolution provisions in Sections 23 and 24 of the Terms of Use, including the JAMS arbitration program, the 30-day informal-resolution period, the carve-outs for IP and equitable relief, the class-action and jury-trial waivers, and the 30-day arbitration opt-out.