Legal

Vital Hive Technologies Provider Terms of Service

These Terms of Service ("Terms") constitute a binding agreement between you ("Provider," "you," or "your") and Vital Hive Technologies and its affiliates ("Vital Hive," "VHT," "Vital Hive Clinician App," "we," "us," or "our") regarding your access to and use of the Vital Hive website, VHT Clinician App, mobile application, and associated services (collectively, the "Platform").

By registering for an account, accessing the Platform, or using any of the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Platform.

1. Eligibility, Account Creation & Modifications

1.1 EligibilityTo access and use the Platform as a Provider, you must:

• Be at least 18 years of age
• Possess a valid healthcare license or certification relevant to the services you intend to provide
• Be legally authorized to work in the United States
• Not be barred from accessing or using the Platform under applicable law
• Maintain current professional liability insurance, if required

• Name, contact information, and credentials
• Verification documents such as licensure, certifications, and insurance
• Bank account or payment information for disbursements

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

2. Use of the Platform

2.1 Platform AccessSubject to compliance with these Terms, Vital Hive grants you a limited, non-exclusive, non-transferable license to access and use the Platform solely for the purpose of browsing and responding to shift opportunities posted by participating healthcare facilities.

You may not:

• Misrepresent your qualifications or identity
• Use another Provider's account or allow anyone to access your account
• Circumvent the Platform to engage with Facilities off-platform without consent
• Use automated tools to extract data or interact with the Platform

• Verify your credentials and licensure with applicable boards or registries
• Perform limited background checks
• Share your verified credentials with Facilities when you request or accept shifts

We reserve the right to suspend or revoke Platform access if information is found to be inaccurate, expired, or noncompliant.

• Not engaging in any harassing, discriminatory, or unlawful behavior
• Respecting patient privacy and HIPAA obligations
• Following shift instructions provided by Facilities when engaged
• Not soliciting Facilities for off-platform engagements in violation of these Terms

3. No Employment Relationship

3.1 Independent Contractor StatusYou acknowledge that:

• Vital Hive is not your employer
• Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship
• You are solely responsible for your tax obligations and benefits, including income tax, self-employment tax, and insurance

You agree not to hold yourself out as an employee, representative, or agent of Vital Hive.

4. Payments & Platform Fees

4.1 Payment FacilitationVital Hive acts solely as a limited payment collection agent on your behalf for completed services and as the payment provider for your services through our third-party platform, Branch.4.2 Platform FeesPer shift deductions include the following fees:

• MedMal Insurance: $2.23 (fixed - all shifts)
• Platform Fee: $2.92 for 0-8 hours worked
• Platform Fee: $5.50 for 8-12 hours worked
• Platform Fee: $8.07 for 12+ hours worked
• Transaction Fee: $1.25 per transaction

These fees are intended to cover the costs associated with malpractice insurance, facilitation, and exchange of services on the Vital Hive Platform, VHT Clinician. The transaction fee of $1.25 will be deducted from all advances to include, same-day, next day, or any advance or disbursement. If you choose Branch Direct as your payout method, a 2% processing fee will be deducted from each payment by Branch. Vital Hive reserves the right to withhold payment if it is deemed by the client that the independent contractor failed to complete their assignments or left the position before the agreed-upon end date/time.

5. Data Privacy & Confidentiality

5.1 PrivacyYour use of the Platform is subject to our Privacy Policy. You agree to maintain the confidentiality of any patient or facility information you encounter while fulfilling shifts. You may not use or disclose such information except as required for the performance of services and in accordance with applicable law.5.2 HIPAA ComplianceYou are solely responsible for complying with HIPAA and all other data privacy obligations applicable to your professional services. You may be required to enter into a Business Associate Agreement with certain Facilities based on the nature of services provided.

6. Termination

6.1 Termination by YouYou may terminate your account at any time by submitting written notice to support@vitalhivetechnologies.com. Termination will not affect your obligations under any previously accepted shifts or obligations under these Terms that survive termination.6.2 Suspension or Termination by Vital HiveVital Hive may suspend or terminate your access:

• For violation of these Terms
• For noncompliance with licensure, credentialing, or conduct standards
• Upon request by a regulatory authority or if required by law

We may retain and archive shift-related data for regulatory or dispute resolution purposes even after account termination.

7. Limitations of Liability

To the fullest extent permitted by law:

• Vital Hive provides the Platform "as-is" and disclaims all warranties, express or implied
• Vital Hive does not guarantee any minimum income, shift availability, or continued access
• Vital Hive is not responsible for the conduct of any Facility or other Provider
• In no event shall Vital Hive's total liability exceed the amount of Platform fees retained by Vital Hive from shifts completed by you in the six (6) months preceding the claim

8. Indemnification

You agree to indemnify, defend, and hold harmless Vital Hive, its officers, directors, employees, and affiliates from any claims, liabilities, damages, or expenses (including legal fees) arising from:

• Your breach of these Terms
• Your services performed during or outside of shifts
• Your violation of law, including healthcare, tax, or licensing requirements

9. Dispute Resolution

These Terms shall be governed by the laws of the State of Ohio. Any dispute shall be resolved in the state or federal courts located in Lucas County and you consent to their exclusive jurisdiction. You waive any right to participate in class or collective actions against Vital Hive.

10. General Terms

• Entire Agreement: These Terms, together with our Privacy Policy, represent the entire agreement between you and Vital Hive.
• Amendments: We may modify these Terms at any time by posting an updated version. Continued use of the Platform constitutes your acceptance of any such changes.
• Severability: If any provision is found unenforceable, the remainder shall remain in effect.
• No Waiver: Our failure to enforce any right does not waive it.
• Assignment: You may not assign these Terms without prior written consent. We may assign our rights and obligations freely.

11. Contact

For questions or notices:
Vital Hive Technologies Support Team
Email: support@vitalhivetechnologies.com
Mailing Address: 3950 Sunforest Ct. Suite 200, Toledo, Ohio 43623