ProviderPlatformAgreement

You represent and warrant that (a) the individual accepting this Provider Agreement has authority to bind the Provider organization, (b) you have full power and authority to provide the occupational health services listed in your profile, and (c) your acceptance does not violate any other agreement, license, or accreditation to which you are subject.

You will keep your listing accurate and current — including the services offered, hours of operation, locations, fee schedules, accepted payment methods, accepted insurance (where applicable), licenses, accreditations, and the names of supervising clinicians. BlueHive may suspend or remove listings that are materially inaccurate, misleading, or incomplete.

You agree that fees for occupational health services performed under a BlueHive referral are billed to the requesting Employer at the time the corresponding result, report, or completion record is delivered to the Employer through the Services. Cancellation, no-show, and partial-completion fees may be charged per BlueHive policy and per your posted policy.

Payouts are processed through BlueHive's payments provider (currently Stripe Connect). You are responsible for completing onboarding with the payments provider, providing accurate banking and tax-identification information, and keeping that information current. You authorize BlueHive and the payments provider to credit and (where applicable) debit your designated account in connection with payouts, refunds, reversals, chargebacks, and corrections.

Payouts are remitted on a rolling schedule (typically within 7 business days of result delivery, subject to reserves and risk holds permitted by the payments provider). BlueHive will issue a Form 1099 (or other applicable tax form) to U.S. Providers as required by law. You are responsible for all taxes on amounts you receive.

BlueHive may withhold or recoup payouts to the extent necessary to (a) cover refunds, chargebacks, or reversals, (b) resolve a documented quality or compliance issue, (c) satisfy a Provider obligation under this Provider Agreement, or (d) comply with law or legal process.

Provider acknowledges and agrees that any fee, technology-access charge, or administrative cost retained by BlueHive in connection with a referral, examination, screening, or other service is intended to represent fair market value for the platform services BlueHive actually provides — including marketing exposure, scheduling and intake automation, identity verification, results delivery, payment processing, customer support, and ongoing platform maintenance — and is not, and shall not be construed as, payment for the referral of a patient or for the volume or value of any business generated between the parties.

Provider represents and warrants that Provider: (a) will not bill any federal healthcare program (including Medicare, Medicaid, TRICARE, FECA, or VA programs) for services rendered through the Services unless Provider has independently determined that such billing is permitted by applicable law and program rules; (b) will not solicit or receive any remuneration in cash or in kind from BlueHive in exchange for referrals; and (c) will independently determine, and document, that fees retained by BlueHive represent commercially reasonable consideration for the platform services received.

Either party may terminate this Provider 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, 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.

You will deliver results, reports, and completion records through the Services within the timeframes published in your listing or otherwise agreed with the Employer (and in any event within timeframes required by law, OSHA, DOT, FAA, or other applicable regulator). Results must be (a) accurate, (b) signed or attested by an appropriately licensed clinician, (c) compliant with the protocol or panel ordered, and (d) delivered in the format BlueHive requires for ingestion into the Services.

You will respond promptly to Employer questions submitted through the Services and will participate in good faith in the resolution of result-related disputes.

For any Employer that is introduced to, identified through, or first engaged with you via the Services, you agree that for the duration of that engagement and for twelve (12) months after the last visit you will (a) accept orders, schedule visits, deliver results, and receive payment for occupational health services with that Employer exclusively through the Services, (b) not solicit the Employer to arrange off-platform appointments or payments, (c) not direct the Employer to a competing scheduling or billing channel, and (d) not facilitate a third party doing any of the foregoing on your behalf.

This Section does not apply to Employer relationships you can document in writing as pre-dating your use of BlueHive. Violations entitle BlueHive to suspend or terminate your participation, withhold or recoup payouts under Section 4, and pursue all available remedies, including liquidated damages equal to the platform fees that would have been charged on the diverted volume.

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). You acknowledge that Examinee information, including PHI, is highly sensitive and must be handled in compliance with HIPAA and applicable state law.

Before exchanging PHI through the Services, you and BlueHive will execute a Business Associate Agreement (BAA). The BAA controls over this Provider Agreement with respect to PHI. You may not transmit PHI through the Services until the BAA is in effect.

You represent and warrant on a continuing basis that (a) you and each clinician practicing under your listing hold all licenses, certifications, accreditations, and Drug Enforcement Administration registrations required to provide the listed services in each location served, (b) you maintain professional liability (malpractice) insurance and general liability insurance in amounts customary for your practice and not less than statutory minimums, (c) you are not currently excluded, debarred, or sanctioned under Medicare, Medicaid, OIG, GSA/SAM, or any other federal or state program, and (d) no clinician practicing under your listing has had a license revoked, suspended, restricted, or surrendered in lieu of disciplinary action within the past five (5) years.

You will notify BlueHive within five (5) business days of any change in the foregoing representations. BlueHive may request, and you will provide, copies of licenses, certificates of insurance, and other credentialing documentation.

BlueHive may suspend your listing, decline new referrals, and withhold pending payouts where it has a reasonable concern that (a) you are in material breach of this Provider Agreement, the Terms of Use, the BAA, or applicable law, (b) result quality or timeliness is materially below industry standards, (c) Examinee or Employer complaints indicate a risk to safety or to the integrity of the Services, or (d) you have failed to maintain a representation in Section 9.

BlueHive may, on reasonable advance notice and not more often than once per twelve (12) months (or as required by law or in response to a documented incident), audit your records relating to Services performed through the platform, limited to what is reasonably necessary to verify compliance with this Provider Agreement.

The disclaimers, indemnification, and limitation-of-liability provisions in Section 22 of the Terms of Use apply to this Provider Agreement and are incorporated by reference. You agree to indemnify BlueHive for claims arising from (a) services you perform, (b) inaccurate results or reports, (c) breach of your Section 9 representations, (d) breach of the BAA, or (e) any off-platform arrangement that violates Section 7.

This Provider 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.