Terms of Use

Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of the HealthcareLive website, telehealth platform, mobile applications, and all related digital properties (collectively, the "Platform") operated by OrthoLive, Inc., d/b/a HealthcareLive, Inc. ("HealthcareLive," "we," "us," or "our"). If you do not agree to these Terms, do not access or use the Platform.

By accessing the Platform — whether by browsing our website, creating an account, clicking "I Agree," or using any feature of the Platform — you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference.

If you are accessing the Platform on behalf of an organization or employer entity, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" include both the individual user and that organization.

Description of Services

HealthcareLive, Inc. operates a technology platform that facilitates access to telehealth, occupational health, musculoskeletal, and related specialty healthcare services. The Platform enables authorized users to:

• Access telehealth consultations with licensed healthcare providers;
• Schedule and manage healthcare appointments and episodes of care;
• Access care coordination and claims-related administrative tools;
• Manage account information, billing preferences, and service elections; and
• Access educational resources, communications, and related content.

HealthcareLive, Inc. is a technology and management services company. Clinical services accessible through the Platform are provided by OrthoLive Medical Group, Prof. Corp., d/b/a HealthcareLive Medical Group, Prof. Corp., and its affiliated network of licensed healthcare providers. HealthcareLive, Inc. does not itself practice medicine or provide clinical care.

Eligibility & Access

The Platform is intended for use by:

• Authorized Employer Accounts — businesses and organizations that have registered for a HealthcareLive account;
• Participating Patients — employees and eligible dependents of registered employer accounts who access care through the Platform; and
• Authorized Administrative Users — representatives of employer accounts with designated administrative access.

You must be at least 18 years of age to create an account or enter into any agreement through the Platform. Minors may access the Platform as Participating Patients only through accounts established by authorized adult guardians or sponsoring employer entities.

We reserve the right to deny or restrict access to the Platform to any person or entity, at any time, for any lawful reason.

Platform Accounts

Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Platform in any way that violates applicable federal, state, local, or international law or regulation;
• Transmit, upload, or distribute any content that is defamatory, obscene, fraudulent, or otherwise objectionable;
• Attempt to gain unauthorized access to any portion of the Platform, accounts, computer systems, or networks;
• Interfere with or disrupt the operation of the Platform or servers and networks connected to the Platform;
• Use any automated means, including bots, scrapers, or crawlers, to access or extract data from the Platform without prior written consent;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• Use the Platform to transmit unsolicited commercial communications;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; or
• Share, sell, or transfer your account access to any third party without HealthcareLive's prior written consent.

Violation of these acceptable use standards may result in immediate suspension or termination of your access to the Platform.

Intellectual Property

The Platform, including all content, features, design elements, software, text, graphics, logos, icons, images, audio clips, and the compilation thereof (collectively, the "Content"), is owned by HealthcareLive, Inc. or its licensors and is protected by applicable intellectual property laws, including copyright, trademark, and trade secret laws.

HealthcareLive grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes. This license does not include the right to:

• Reproduce, distribute, or create derivative works of the Content;
• Use the Content for any commercial purpose other than as expressly permitted;
• Remove any copyright, trademark, or other proprietary notices from the Content; or
• Use HealthcareLive's name, logo, or trademarks without prior written consent.

Any feedback, suggestions, or ideas you submit regarding the Platform may be used by HealthcareLive without restriction or compensation to you.

Privacy & Data

Your use of the Platform is subject to HealthcareLive's Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, store, and disclose information — including personal information and protected health information — in connection with your use of the Platform.

By using the Platform, you consent to HealthcareLive's collection and use of information in accordance with the Privacy Policy. If you are accessing the Platform in connection with occupational health or workers' compensation services, your use may also be subject to your employer's applicable data practices and authorizations.

HealthcareLive complies with applicable federal and state privacy laws, including HIPAA, HITECH, and applicable state healthcare and privacy statutes. Data security and breach notification obligations applicable to commercial service relationships are addressed in the Universal Terms of Service.

Medical Disclaimer

The Platform facilitates access to licensed healthcare providers but does not itself provide medical advice, diagnosis, or treatment. HealthcareLive, Inc. is a technology and management services company, not a healthcare provider.

Content available on the Platform, including general health information, resources, and educational materials, is provided for informational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of a qualified healthcare professional regarding any medical condition or treatment.

Clinical services accessed through the Platform are provided by OrthoLive Medical Group, Prof. Corp., d/b/a HealthcareLive Medical Group, Prof. Corp., and its affiliated network of licensed healthcare providers, who exercise independent professional medical judgment. HealthcareLive, Inc. does not direct or supervise the clinical decisions of these providers.

Customer Service Agreements

These Terms of Use govern general Platform access and use for all users. Commercial terms — including account structures, service fees, payment obligations, and service schedules — are addressed exclusively in separately executed Service Agreements and are not disclosed through these Terms of Use.

If you are interested in establishing a service relationship with HealthcareLive, please contact sales@HealthcareLive.com to discuss available service arrangements.

Third-Party Links & Services

The Platform may contain links to third-party websites, applications, or services that are not owned or controlled by HealthcareLive. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party sites or services.

The Platform may also integrate with third-party payment processors (including Stripe, Inc. for payment processing), identity verification services, and other service providers necessary to operate the Platform. Your use of such third-party services may be subject to those providers' own terms of use and privacy policies.

We encourage you to review the terms and privacy policies of any third-party services you access through or in connection with the Platform. HealthcareLive does not endorse or make any representations about third-party sites or services. Use of the HealthcareLive EHR Platform is additionally governed by the Platform Terms of Use available at www.HealthcareLive.com/terms-of-service.

Disclaimers

HealthcareLive does not warrant that: (a) the Platform will be uninterrupted, timely, secure, or error-free; (b) any information obtained through the Platform will be accurate or reliable; or (c) any defects in the Platform will be corrected.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

Limitation of Liability

Some jurisdictions do not allow the limitation of liability for consequential or incidental damages, so some of the above limitations may not apply to you.

Indemnification

You agree to defend, indemnify, and hold harmless HealthcareLive, Inc. and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms;
• Your use or misuse of the Platform;
• Any content you submit, post, or transmit through the Platform; or
• Your violation of any applicable law or the rights of a third party.

Termination of Access

HealthcareLive reserves the right, in its sole discretion, to suspend or terminate your access to the Platform — with or without notice — for any reason, including if we believe you have violated these Terms or applicable law, or if your conduct poses a risk of harm to HealthcareLive, other users, or third parties.

You may discontinue your use of the Platform at any time. Termination of your Platform access does not affect any obligations or rights that arose prior to termination, including payment obligations under any separately executed Service Agreement.

Sections 6, 11, 12, 13, and 15 of these Terms shall survive termination.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

Any dispute arising from or relating to these Terms or your use of the Platform shall first be addressed through good faith negotiation for a period of thirty (30) days following written notice of the dispute. If unresolved, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, consistent with the dispute resolution provisions of the HealthcareLive Universal Terms of Service. Arbitration shall be conducted by a single arbitrator in Cincinnati, Ohio. The arbitrator's decision shall be final and binding. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Notwithstanding the foregoing, either party may seek emergency or injunctive relief in the federal or state courts of Hamilton County, Ohio, without waiving its right to arbitration.

You waive any right to participate in class action litigation or class-wide arbitration.

Changes to These Terms

HealthcareLive reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last Reviewed" date at the top of this page and, where appropriate, notify registered users via email or a prominent notice on the Platform.

Your continued use of the Platform after any changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue your use of the Platform.

We encourage you to review these Terms periodically for any updates.

Contact Us

If you have questions, concerns, or requests regarding these Terms of Use, please contact us:

These Terms of Use govern general Platform access and use for all visitors and users. Commercial service terms — including account structures, pricing, service fees, payment obligations, and all related commercial provisions — are governed exclusively by separately executed Service Agreements between HealthcareLive and its employer clients, and the Universal Terms of Service, and are not disclosed herein.