MasterServicesAgreement(MSA)

This Master Services Agreement ("MSA") is entered into by and between BlueHive Health, LLC ("BlueHive") and the customer entity identified in an executed Order Form ("Customer"). This MSA governs Customer's access to and use of the BlueHive platform and related professional services.

Order of precedence

• The applicable Order Form controls first.
• This MSA controls second.
• Product-specific exhibits control next.
• Publicly posted policies referenced in the agreement control last.

Subject to this MSA and payment of applicable fees, BlueHive grants Customer a limited, non-exclusive, non-transferable right during the subscription term to access and use the Services for Customer's internal business purposes. Customer may permit authorized users to access the Services on its behalf, and Customer is responsible for all acts and omissions of its authorized users.

• Maintain accurate account, billing, and administrative contact information.
• Use commercially reasonable safeguards to protect credentials and prevent unauthorized access.
• Use the Services only in compliance with applicable law, this MSA, and documentation.
• Obtain all permissions and notices required for data submitted to the Services.

Customer Data and platform processing

As between the parties, Customer retains all right, title, and interest in Customer Data. BlueHive will process Customer Data solely to provide, secure, support, and improve the Services as permitted by this MSA and the Privacy Policy.

Related compliance documents

• The Privacy Policy explains how BlueHive handles personal information and site-level data practices.
• The Terms and Conditions govern general website and platform use unless a signed commercial agreement controls instead.
• If Customer requires PHI processing under HIPAA, the parties must execute a Business Associate Agreement (BAA) before PHI is transmitted to BlueHive.

Customer will pay fees stated in each Order Form. Unless otherwise specified, fees are invoiced in advance and due net thirty (30) days from invoice date. Fees are non-cancelable and non-refundable except as expressly stated in this MSA. Customer is responsible for applicable sales, use, VAT, or similar taxes other than taxes based on BlueHive's net income.

This MSA begins on the effective date of the first Order Form and continues until all Order Forms have expired or terminated. Subscription terms and renewal rules are defined in each Order Form. Unless an Order Form states otherwise, subscriptions renew automatically for successive renewal terms equal to the initial term unless either party provides written non-renewal notice at least thirty (30) days before the end of the then-current term.

BlueHive may suspend access to the Services if reasonably necessary to prevent or mitigate security risk, legal exposure, or material harm to BlueHive, Customer, or other users. BlueHive will provide notice when practicable and restore access promptly once the issue is resolved. Customer will not reverse engineer, benchmark, scrape, or use the Services to build a competing offering except to the extent such restrictions are prohibited by applicable law.

Support channels, response targets, uptime commitments, and remedies (if any) are provided in the applicable support policy or Order Form. Any service credits described in those documents are Customer's sole and exclusive remedy for covered service-level failures.

BlueHive and its licensors retain all rights in and to the Services, software, documentation, and related intellectual property, including derivative works and improvements. No rights are granted except as expressly set forth in this MSA. Customer grants BlueHive a limited license to host, copy, transmit, and display Customer Data solely as needed to provide the Services.

Confidentiality obligations

Each party may receive non-public information from the other party ("Confidential Information"). The receiving party will protect Confidential Information using at least reasonable care, use it only to perform under this MSA, and not disclose it except to personnel and subcontractors with a need to know and binding confidentiality obligations.

Exclusions

• Information independently developed by the receiving party is excluded.
• Information lawfully obtained without restriction is excluded.
• Information made public without breach is excluded.
• Disclosures required by law are permitted with prior notice where legally allowed.

Each party represents it has the authority to enter into this MSA. BlueHive warrants that it will provide the Services in a professional and workmanlike manner materially consistent with applicable documentation. Except as expressly stated, the Services are provided "as is" and BlueHive disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, cover, punitive, or exemplary damages, or for loss of profits, revenue, goodwill, or business interruption, arising out of or related to this MSA. Except for excluded claims identified in an Order Form, each party's aggregate liability under this MSA will not exceed the fees paid or payable by Customer to BlueHive under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.

BlueHive will defend Customer against third-party claims alleging that Customer's authorized use of the Services infringes a valid U.S. intellectual property right, and will pay resulting damages and costs finally awarded or agreed in settlement, subject to customary conditions including prompt notice, sole control of defense, and reasonable cooperation. Customer will defend BlueHive against third-party claims arising from Customer Data or Customer's violation of law or this MSA, subject to the same conditions.

Termination for material breach

Either party may terminate this MSA or an affected Order Form for material breach if the breach remains uncured thirty (30) days after written notice. On expiration or termination, Customer's access rights end.

Data export and post-termination handling

For thirty (30) days after termination, BlueHive will make Customer Data available for export in a commercially reasonable format unless otherwise required by law. After that period, BlueHive may delete or de-identify Customer Data in accordance with applicable retention obligations.

• This MSA is governed by the law and venue specified in the applicable Order Form, without regard to conflict-of-laws rules.
• Neither party may assign this MSA without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Force majeure events excuse performance delays to the extent caused by events beyond a party's reasonable control.
• This MSA, together with each Order Form and referenced exhibits, is the entire agreement and supersedes prior agreements on the same subject matter.
• Amendments must be in writing and signed by both parties unless this MSA expressly allows updates by notice.