Version 1.0 | Effective Date: August 24, 2026 | Supersedes: None
Hosted at: https://www.hiivehealth.com/legal/epa-terms

These Hiive ePA Software as a Service Subscription Terms (these “Terms”) govern access to and use of Hiive ePA (or any related Modules such as Hiive ePA Eligibility Check), the electronic prior authorization software solution provided by ViiNetwork, Inc. (d/b/a Hiive Health), a Delaware corporation with its principal office at 712 H Street, NE, Suite 93596, Washington, DC 20002 (“Hiive Health”). These Terms apply to the customer identified in a Quote that references them (“Customer”). Hiive Health and Customer are each a “Party” and collectively the “Parties.”

PLEASE READ THESE TERMS CAREFULLY. By signing a Quote that references these Terms, or by accessing or using the Hiive ePA Platform, Customer agrees to be bound by these Terms. If the individual accepting these Terms is doing so on behalf of an entity, that individual represents that they are authorized to bind the entity, which is the “Customer.” If Customer does not agree, it must not access or use the Platform.

1.0 ACCEPTANCE; INCORPORATION; CHANGES

1.1 Binding agreement.

These Terms, together with each Quote, the service-level terms in Exhibit A, the Business Associate Agreement, and any mutually executed statement of work, form a binding agreement between the Parties (the “Agreement”) governing Customer’s subscription to the Hiive ePA Platform.

1.2 Acceptance.

Customer accepts these Terms and enters into the Agreement by the earlier of (a) executing a Quote that references these Terms or (b) accessing or using the Platform. A “Quote” is an ordering document (however titled — quote, order form, or proposal) provided by Hiive Health and accepted by Customer that references these Terms and specifies the subscribed edition and modules, entitlements, Subscription Term, and Fees.

1.3 Incorporation by reference.

Each Quote and Exhibit is incorporated into and made part of the Agreement. Matters concerning Protected Health Information are governed by the Business Associate Agreement, which is incorporated by reference and available at https://hiivehealth.com/legal/baa

1.4 Changes to these Terms.

Hiive Health may update these Terms from time to time. The version of these Terms in effect on the date Customer accepts a Quote governs that subscription for its then-current Subscription Term. Hiive Health will give notice of any material change — by email to Customer’s designated contact or by notice within the Platform — at least thirty (30) calendar days before it takes effect for Customer, and the updated Terms will apply to Customer at the start of Customer’s next Subscription Term or renewal; provided that a change required to comply with law or to address a security risk may take effect sooner on reasonable notice. Each version of these Terms is identified by its effective date, and superseded versions are retained and made available on request. Customer’s continued use of the Platform after updated Terms take effect for Customer constitutes acceptance of them.

1.5 Order of precedence.

In a conflict, the following order controls: (a) the Business Associate Agreement, as to matters governed by the HIPAA Rules; (b) a Quote or statement of work, but only as to the specific commercial terms it expressly states, and only for that Quote or statement of work; and (c) the body of these Terms; and (d) the Exhibits.

2.0 DEFINITIONS

Capitalized terms have the meanings given where first defined or below.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests.

“Authorized User” means an employee, contractor, or agent of Customer (or of a Customer Affiliate identified on a Quote) whom Customer authorizes to access the Platform under Customer’s subscription, subject to the entitlements stated on the applicable Quote.

“Authentication Codes” means the user IDs, passwords, keys, and similar credentials necessary for Customer and its Authorized Users to access the Platform.

“Customer Data” means all data, content, and information (including Protected Health Information) that Customer or its Authorized Users submit to, or that is generated for Customer by, the Platform, including patient demographics, payer and coverage data, clinical documentation, and prior authorization case records.

“Documentation” means the then-current user and operational documentation Hiive Health generally makes available to subscribers of the Platform, in any form.

“Hiive ePA Platform” or the “Platform” means Hiive Health’s hosted electronic prior authorization software solution and related Modules, including its web and mobile applications, APIs, interoperability and middleware layers, forms and workflow engines, dashboards, and all Updates and Documentation, together with the Services, as further described in the applicable Quote and Exhibit A.

“Hiive Health Materials” means the Platform and all Hiive Health Confidential Information, and all Hiive Health Intellectual Property Rights therein.

“Hiive Health Intellectual Property Rights” means all rights, now known or hereafter existing, in intellectual creations recognized in any jurisdiction, including copyrights, moral rights, trade secrets, know-how, patent rights, rights in inventions, trademarks, trade names, and service marks (including applications, registrations, extensions, renewals, and re-issuances). For the avoidance of doubt, the Platform, its source and object code, interfaces, workflow and pathway tools, data models, configurations, templates, and all modifications, enhancements, and derivatives thereof constitute Hiive Health Intellectual Property Rights.

“Quote” has the meaning given in Section 1.2.

“Production Environment” means an instance of the Platform used with actual patient data. A “Test Environment” is an instance used without actual patient data.

“Services” means the implementation, configuration, training, support, and related services described in Section 5 and the applicable Quote and Exhibit B.

“Subscription Term” means the term of Customer’s subscription as stated on a Quote, as it may renew under Section 12.

“Update” means any revision, patch, workaround, or modification Hiive Health makes generally available to Platform subscribers to improve, repair, maintain compatibility, or comply with applicable law, including new versions of the Platform.

3.0 SUBSCRIPTION GRANT; RESTRICTIONS

3.1 Grant.

Subject to these Terms, the applicable Quote, and Customer’s timely payment of Fees, Hiive Health grants Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 16.3), non-sublicensable, revocable right during the Subscription Term to access and use the Platform, and to permit its Authorized Users to do so, solely for Customer’s internal business operations and in accordance with the Documentation and applicable entitlements. The Platform is provided as a service; no copy of the software is delivered, and no right to receive source or object code is granted.

3.2 Authorized Users.

Customer is responsible for all acts and omissions of its Authorized Users and for their compliance with the Agreement and will ensure credentials are kept confidential and used only by the individual to whom they are issued.

3.3 Reservation.

As between the Parties, all rights in the Platform not expressly granted are reserved to Hiive Health. Customer receives no ownership interest in the Platform.

3.4 Restrictions.

Customer will not, and will not permit any Authorized User or third party to: (i) sell, resell, rent, lease, sublicense, distribute, time-share, or make the Platform available to any third party except Authorized Users as permitted; (ii) copy, modify, translate, or create derivative works of the Platform; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying structure, except to the extent this restriction is prohibited by applicable law; (iv) tamper with, bypass, or circumvent any security or usage-limiting feature; (v) access the Platform to build a competing product or to benchmark for a competitor; (vi) remove or alter any proprietary notices; or (vii) use the Platform to transmit unlawful, infringing, harmful, or malicious material, or in violation of applicable law (collectively, “Prohibited Conduct”).

3.5 Branding.

The Platform is provided under Hiive Health’s name and marks. Any use by Customer of Hiive Health’s trademarks, and any co-branding or white-label configuration, requires Hiive Health’s prior written approval and is subject to Hiive Health’s brand guidelines. All goodwill from use of Hiive Health marks inures to Hiive Health.

3.6 Verification.

Hiive Health may monitor use of the Platform to confirm compliance with entitlements, to operate and secure the service, and to calculate Fees. Hiive Health is not obligated to monitor Customer’s use for Customer’s benefit.

4.0 QUOTES; MODULES

4.1 Ordering.

Customer subscribes by accepting one or more Quotes. Each Quote states the Platform edition, modules, and entitlements (e.g., number of Authorized Users, transaction or case volumes, environments), the Subscription Term, and the applicable Fees.

4.2 Additional work.

Custom integrations, configurations, or professional services beyond the standard subscription and the deliverables stated on the Quote require a separate mutually executed statement of work and additional Fees.

5.0 IMPLEMENTATION, SUPPORT & SERVICE LEVELS

5.1 Hosting.

Hiive Health is responsible for the setup, management, and hosting of the Platform within Amazon Web Services (AWS) or another secure environment selected by Hiive Health, and for system configuration, maintenance, and operation of the hosted environment, in accordance with Exhibit B.

5.2 Implementation & training.

Hiive Health will provide implementation and onboarding, and will train the number of Customer administrators or users, as described in the applicable Quote and Exhibit B.

5.3 Support.

Hiive Health will provide support for the Platform as described in Exhibit B, including the target response times set forth therein.

5.4 Cooperation.

Certain Services depend on Customer’s timely cooperation. Any delay by Customer in providing required cooperation is not a breach by Hiive Health and entitles Hiive Health to extend its performance deadlines by the length of the delay.

5.5 Customer systems.

Customer is responsible, at its expense, for the equipment, browsers, connectivity, and other systems needed to access the Platform, and for meeting Hiive Health’s then-current system requirements. Hiive Health will give at least thirty (30) days’ notice of material changes to system requirements.

6.0 CUSTOMER DATA; PRIVACY & SECURITY

6.1 Ownership of Customer Data.

As between the Parties, Customer owns all right, title, and interest in Customer Data. Customer grants Hiive Health a non-exclusive, worldwide license to host, process, transmit, display, and use Customer Data solely to provide and support the Platform and Services, to comply with law, and as permitted by the Business Associate Agreement.

6.2 Responsibility for Customer Data.

Customer is responsible for the accuracy, quality, and legality of Customer Data, for the means by which it acquired Customer Data, and for obtaining all consents and authorizations necessary for Hiive Health to process it under the Agreement.

6.3 Security.

Hiive Health will maintain a written information security program with administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the HIPAA Security Rule and the standards described at https://hiivehealth.com/legal/security. Each Party is responsible for the security of the systems within its own control.

6.4 Aggregated data.

Hiive Health may compile de-identified and aggregated data derived from use of the Platform (created in compliance with 45 C.F.R. § 164.514 and the Business Associate Agreement) and may use it to operate, improve, and benchmark its products and services, provided such data does not identify Customer, any individual, or Customer’s Confidential Information.

7.0 FEES & PAYMENT

7.1 Fees.

Customer will pay the fees stated on each Quote (“Fees”), which may include one-time implementation fees, recurring subscription fees, and usage- or volume-based fees.

7.2 Invoicing & payment.

Unless a Quote states otherwise, Hiive Health invoices subscription Fees in advance and other Fees as incurred, and undisputed amounts are due within 30 calendar days after the invoice date. All amounts are in U.S. Dollars.

7.3 Late payment.

Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Hiive Health may suspend access for undisputed amounts more than thirty (30) days overdue after written notice.

7.4 Taxes.

Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, and similar taxes, excluding taxes on Hiive Health’s net income.

7.5 Renewal pricing.

Fees for a renewal Subscription Term may increase by up to 5% over the prior term on notice given at least sixty (60) days before renewal.

8.0 INTELLECTUAL PROPERTY

8.1 Hiive Health IP.

The Platform and all Hiive Health Materials, including all configurations, workflows, templates, and any modifications, enhancements, or custom development created in connection with the Agreement, are and remain the sole and exclusive property of Hiive Health. Configurations of the Platform are Hiive Health property and are made available to Customer only as part of the subscription.

8.2 Customer IP.

Customer retains all right, title, and interest in Customer Data and in Customer’s pre-existing intellectual property, trademarks, and Confidential Information. Nothing in the Agreement transfers Customer’s intellectual property to Hiive Health except the limited licenses expressly stated.

8.3 Feedback.

If Customer provides suggestions or feedback regarding the Platform, Hiive Health may use it for any purpose without restriction or obligation, and Customer grants Hiive Health a perpetual, irrevocable, royalty-free, worldwide license to do so.

9.0 CONFIDENTIALITY

9.1 Obligations.

Each Party (as “Receiving Party”) will protect the other Party’s Confidential Information with at least the degree of care it uses for its own, and no less than reasonable care, will use it only to perform under the Agreement, and will disclose it only to personnel and advisors who need to know and are bound by confidentiality obligations at least as protective. “Confidential Information” means non-public information disclosed by a Party that is marked or reasonably understood to be confidential; it includes the Platform and Customer Data.

9.2 Exceptions.

Confidential Information does not include information that is or becomes public without breach, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party’s Confidential Information.

9.3 Compelled disclosure.

A Receiving Party compelled by law to disclose Confidential Information will, where permitted, give prompt notice and reasonable cooperation so the disclosing Party may seek protective treatment, and will disclose only what is legally required.

9.4 Injunctive relief.

Breach of this Section, Section 3.4, or Section 8 may cause irreparable harm for which monetary damages are inadequate; the non-breaching Party may seek injunctive relief without posting bond, in addition to other remedies.

10.0 HIPAA

10.1 BAA.

The Parties acknowledge that the Platform involves the receipt, use, maintenance, and disclosure of Protected Health Information (“PHI”) as defined under the HIPAA Rules. The Parties will comply with the HIPAA Rules and will enter into the Business Associate Agreement (“BAA”) referenced in Section 1.3, which governs their respective obligations with respect to PHI. In any conflict between the Agreement and the BAA as to PHI, the BAA controls to the extent required to comply with the HIPAA Rules.

11.0 WARRANTIES

11.1 Platform warranty.

During the Subscription Term, Hiive Health warrants that the Platform will perform materially in accordance with the Documentation. Customer’s exclusive remedy, and Hiive Health’s sole obligation, for breach of this warranty is for Hiive Health to use commercially reasonable efforts to correct the non-conformity or, if it cannot within a reasonable time, to terminate the affected subscription and refund pre-paid, unused Fees for the affected period. This warranty does not apply to issues caused by Customer’s misuse, unauthorized modifications, third-party systems, or failure to meet system requirements.

11.2 Mutual.

Each Party warrants that it has authority to enter into the Agreement and that its performance will comply with applicable laws, including, as applicable, the HIPAA Rules. Hiive Health warrants that it has the rights necessary to provide the Platform and that the Platform, as provided, does not to its knowledge infringe the intellectual property rights of any third party. Customer warrants that its use of the Platform and its Customer Data will comply with applicable law and will not infringe third-party rights.

11.3 Disclaimer.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 11, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS,” AND HIIVE HEALTH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. HIIVE HEALTH DOES NOT WARRANT ANY RESULT OF A PRIOR AUTHORIZATION DETERMINATION AND IS NOT RESPONSIBLE FOR CLINICAL OR COVERAGE DECISIONS MADE USING THE PLATFORM.

12.0 TERM & TERMINATION

12.1 Term.

The Agreement begins when Customer accepts a Quote and continues while any Quote is in effect. Each Subscription Term automatically renews on a monthly basis unless either Party gives written notice of non-renewal at least sixty (60) calendar days before the end of the then-current term.

12.2 Termination for breach.

Either Party may terminate the Agreement or an affected Quote on written notice if the other Party materially breaches and fails to cure within thirty (30) calendar days after written notice (or, for non-payment, ten (10) calendar days).

12.3 Termination for insolvency.

Either Party may terminate immediately if the other becomes insolvent, makes a general assignment for creditors, or becomes subject to a bankruptcy proceeding not dismissed within forty-five (45) calendar days.

12.4 Effect of termination.

On expiration or termination. On expiration or termination, Customer’s access rights end and Customer will cease using the Platform. Hiive Health will make Customer Data available for export, at no charge and in a standard format, for sixty (60) calendar days after termination (ninety (90) days if Hiive Health terminates for convenience or discontinues the Platform) (the “Export Period”); other formats or data-transition assistance require mutual agreement and may incur additional fees. Hiive Health will notify Customer at least ten (10) calendar days before the Export Period ends. After the Export Period, Hiive Health may delete Customer Data in the ordinary course, subject to the BAA and applicable law. Fees accrued prior termination remain payable.

12.5 Survival.

Sections 3.3, 3.4, 7, 8, 9, 10, 11.3, 12.4, 13, 14, 15, and 16 survive termination or expiration.

13.0 LIMITATION OF LIABILITY

13.1 Exclusion of Certain Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR REVENUE, LOSS OF USE, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This Section 13.1 does not exclude amounts payable to a third party under the indemnification obligations expressly identified in Section 13.3 or the Specific Incident Costs expressly described in Section 13.3.

13.2

13.3 Enhanced Cap Claims.

Each Party’s total aggregate liability for: (a) its breach of Section 9 (Confidentiality); (b) Provider’s breach of its obligations under the applicable data processing agreement, business associate agreement, or security requirements that results in a Security Incident; and (c) its indemnification obligations under Sections [identify the applicable subsections of Section 14] (collectively, “Enhanced Cap Claims”), will not exceed the greater of (i) two times (2×) the Annual Fees or (ii) $1,000,000.

For purposes of a Security Incident caused by Provider’s breach of the obligations identified above, reasonable, documented, and legally required costs of forensic investigation, notification, credit monitoring, and restoration of Customer Data will be treated as direct damages and will be subject to the Enhanced Cap. The General Cap and Enhanced Cap are aggregate and not cumulative, and amounts applied against the General Cap will also count against the Enhanced Cap for the same or related acts, omissions, or events.

13.4 Matters Not Limited.

Nothing in this Section 13 limits: (a) Customer’s obligation to pay Fees, taxes, or other amounts properly due under the Agreement; (b) either Party’s liability for fraud or willful misconduct; (c) [gross negligence, if agreed and appropriate under the governing law]; or (d) liability to the extent it cannot be limited under applicable law.

14.0 INDEMNIFICATION

14.1 By Hiive Health.

Hiive Health will defend Customer against any third-party claim that the Platform, as provided and used in accordance with the Agreement, infringes that third party’s intellectual property rights, and will indemnify Customer for damages and reasonable costs finally awarded or agreed in settlement. Hiive Health has no obligation for claims arising from Customer Data, Customer’s combination of the Platform with items not provided by Hiive Health, or use in breach of the Agreement. If the Platform is or may be enjoined, Hiive Health may, at its option, procure the right to continue, modify or replace it, or terminate the affected subscription and refund pre-paid, unused Fees.

14.2 By Customer.

Customer will defend Hiive Health against any third-party claim arising from Customer Data, Customer’s breach of its warranties, or Customer’s or its Authorized Users’ use of the Platform in violation of the Agreement or applicable law, and will indemnify Hiive Health for damages and reasonable costs finally awarded or agreed in settlement.

14.3 Procedure.

The indemnified Party will give prompt notice (though delay excuses the indemnifying Party only to the extent it is prejudiced), allow the indemnifying Party to control the defense (with the indemnified Party able to participate at its own expense), and provide reasonable cooperation at the indemnifying Party’s expense. No settlement imposing an obligation or admission on the indemnified Party may be entered without its prior written consent, not to be unreasonably withheld.

15.0 EXPORT & COMPLIANCE

15.1 Export controls.

Customer acknowledges that the Hiive Health Materials may be subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations (“EAR”) and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Customer will comply with all such laws and will not export, re-export, or make the Materials available in violation of them, including to any country or person subject to U.S. embargo or sanctions.

15.2 Authorizations.

Customer is responsible for obtaining any licenses or authorizations required for its use of the Materials. Hiive Health makes no warranty that any authorization will be granted and has no liability for Customer’s inability to obtain one or for Customer’s violation of export or sanctions laws.

16.0 GENERAL

16.1 Governing law; venue.

The Agreement is governed by the laws of the State of Delaware, excluding conflict-of-laws rules, and excluding the CISG and UCITA. Before litigation (other than for claims under Sections 3.4, 8, or 9, or for injunctive relief), the Parties will attempt in good faith to resolve disputes through senior-management negotiation for thirty (30) days and then non-binding mediation under the American Arbitration Association’s Commercial Mediation Rules. The Parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Delaware.

16.2 Notices.

Notices must be in writing and sent by nationally recognized overnight courier (signature required) or email with confirmation. Hiive Health may also give Customer operational and change-of-terms notices by email to Customer’s designated contact or within the Platform. Notices to Hiive Health: Attn: Melissa Bazarian, mbazarian@hiivehealth.com, with a copy to pzand@hiivehealth.com.

16.3 Assignment.

Neither Party may assign the Agreement without the other’s prior written consent, except that either Party may assign it, on written notice and without consent, to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the successor agrees in writing to be bound.

16.4 Independent contractors.

The Parties are independent contractors. Nothing creates an agency, partnership, joint venture, or employment relationship.

16.5 Publicity.

Neither Party will use the other’s name or marks in publicity without prior written consent, except that Hiive Health may identify Customer as a customer in its customer lists and website. Neither Party will disclose the specific terms or value of a Quote without consent.

16.6 Force majeure.

Neither Party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including acts of God, government action, war, epidemic or pandemic, labor disputes, utility or telecommunications failures, and third-party service outages. If the event continues more than sixty (60) calendar days, either Party may terminate the affected Quote without liability.

16.7 Insurance.

Each Party will maintain commercially reasonable insurance appropriate to its obligations, including commercial general and, as applicable, professional/technology errors-and-omissions and cyber liability coverage, and will provide evidence on reasonable request.

16.8 Amendment; waiver.

Except for changes to these Terms made under Section 1.4, any amendment must be in a writing agreed by both Parties. No waiver is effective unless in writing, and no waiver of one breach waives any other.

16.9 Severability; entire agreement.

If any provision is held unenforceable, the remainder stays in effect and the provision is modified to the minimum extent necessary. The Agreement (these Terms, each Quote, the Exhibits, and the BAA) is the entire agreement on its subject matter and supersedes all prior agreements. Remedies are cumulative.

HOW THESE TERMS ARE ACCEPTED. These Terms are not signed on their own. Customer accepts them by signing a Quote that incorporates them or by accessing or using the Platform, as described in Section 1.2.

EXHIBIT A

SUPPORT & SERVICE LEVELS

1. Support Definitions.

Bug/Issue: an identifiable, reproducible defect in the Platform that causes deviation from intended outcomes. Hotfix: an update addressing a specific identified issue. Software Release: a new version of the Platform with modifications, enhancements, or new features, numbered per Hiive Health’s standard convention.

2. Issue Handling.

Hiive Health assigns each issue a severity level in its reasonable business discretion on receipt via the support tracking system and will use best efforts to respond within the target times below. Hiive Health may verify a reported error and has no obligation to correct an issue that cannot be reproduced on an unaltered version of the Platform. Customer will provide the data, configuration information, and usage details reasonably needed to reproduce an issue.

3. Response-Time Targets.

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