Broker Participation Agreement

"*" indicates required fields

Step 1 of 2

Broker Legal Name*

Entity Type*

State of Formation*

Broker Address*

Street Address Address Line 2 City State ZIP Code

Broker Participation Agreement*

Broker Participation Agreement under Approved Sponsorship Structure

Effective Date: June 16, 2026

This Broker Participation Agreement ("Agreement") is entered into as of the Effective Date by and between:

O'Eme, LLC, a Delaware limited liability company
Address: 89 Liborio Ln New Castle, Delaware(DE), 19720
("O'Eme")

and

, a
Address: , ,
("Broker")

O'Eme and Broker may each be referred to individually as a "Party" and collectively as the "Parties."

1. Purpose

This Agreement governs Broker's participation in and use of O'Eme's platform and Services through approved sponsorship, licensing, funding, or deployment structures authorized by O'Eme.

Broker acknowledges that access to the Services under this Agreement is provided through approved sponsorship or licensing structures and not through any unrestricted or perpetual independent platform ownership right.

This Agreement establishes the operational governance framework governing Broker's use of the Services, including proofing responsibilities, communication responsibilities, deployment obligations, participation standards, operational limitations, compliance obligations, liability allocations, indemnification obligations, and sponsorship dependency requirements.

2. Master Participation Structure

This Agreement constitutes a master participation and operational governance agreement governing Broker's access to and use of the Services across all approved deployments, Carrier Sponsored Deployments, General Agency sponsorship structures, and other approved sponsorship or licensing arrangements authorized by O'Eme.

Broker acknowledges and agrees that this Agreement applies globally to Broker's participation in the Services and is not limited to any single employer group, deployment, submission, policy period, carrier relationship, General Agency relationship, or individual Activation.

Each individual deployment, submission, or Activation remains subject to the terms of this Agreement in addition to any applicable sponsorship structure, pricing schedule, operational workflow, or deployment approval requirements established by O'Eme.

3. Definitions

"Activation" means the release, delivery, publication, launch, or availability of the Services for employee or End User access.

"Approved Sponsorship Partner" means a carrier, general agency, strategic distribution partner, sponsoring entity, or other approved third-party relationship authorized by O'Eme to sponsor, fund, subsidize, reimburse, support, or otherwise participate in approved deployments under an authorized sponsorship or licensing structure.

"Hub" means the employer-branded communication environment created and hosted by O'Eme.

"Broker" means the licensed broker, agency, consultant, representative, or authorized party responsible for the applicable employer relationship and enrollment communication process.

"Carrier Sponsored Deployment" means a deployment funded, sponsored, subsidized, reimbursed, supported, or otherwise financially participated in by an Approved Sponsorship Partner.

"Client" or "Employer Customer" means the employer group receiving the Services.

"Customer Data" means all data, documents, materials, communication assets, and information submitted to O'Eme in connection with the Services.

"End Users" means employees, spouses, dependents, participants, and other authorized individuals accessing or interacting with the Services.

"Official Carrier Documents" means carrier-issued quotes, Summary Plan Descriptions (SPDs), Summary of Benefits and Coverage (SBCs), certificates, schedules of benefits, policies, benefit summaries, and related governing plan documentation.

"Services" means O'Eme's communication platform and related deliverables, including:

Hub creation and hosting;
Enrollment Meeting On Demand (EMOD™);
segmented benefit communication video assets;
AI-assisted script generation;
proofing workflows;
Sherp™ AI assistant;
SMS and email communication workflows;
Open Enrollment posters and awareness materials;
multilingual communication support; and
related communication and educational deliverables.

4. Access to Services

Broker is granted a limited, non-exclusive, non-transferable right to access and use the Services solely in connection with approved deployments authorized by O'Eme.

Broker acknowledges and agrees that:

no unrestricted platform ownership rights are granted under this Agreement;
participation rights remain subject to sponsorship eligibility and operational approval;
access to the Services may be limited, suspended, denied, or terminated based upon sponsorship status, operational requirements, compliance obligations, or violation of this Agreement; and
Broker may not transfer, sublicense, replicate, commercialize, or redeploy the Services outside approved deployment structures authorized by O'Eme.

O'Eme retains sole authority over:

platform operations;
deployment approvals;
sponsorship eligibility;
operational requirements;
workflow standards;
Service administration; and
participation eligibility.

5. Sponsorship Relationship and Dependency

Broker acknowledges that access to the Services through sponsored deployment structures remains dependent upon:

continued participation of the applicable Approved Sponsorship Partner;
continued eligibility of the applicable employer group;
Broker remaining in good standing under this Agreement; and
compliance with applicable operational and deployment requirements established by O'Eme.

If:

the applicable employer group no longer maintains qualifying business associated with the applicable sponsored deployment structure;
sponsorship support is withdrawn, terminated, suspended, or not renewed;
the applicable Approved Sponsorship Partner relationship terminates or expires; or
Broker breaches this Agreement or fails to satisfy operational requirements;

then O'Eme may suspend, terminate, limit, or decline renewal of access to the applicable sponsored deployment.

Approved sponsored deployments that have been funded and Activated shall remain available through the applicable active benefit plan period or policy term for which sponsorship and deployment were approved.

Continuation beyond the active sponsored period shall require:

continued sponsorship eligibility;
continued participation by the applicable Approved Sponsorship Partner; or
a separate agreement or independent deployment arrangement with O'Eme.

6. Broker Responsibilities

Broker remains solely responsible for:

reviewing all generated content;
validating plan details and communication accuracy;
ensuring consistency with Official Carrier Documents;
obtaining all necessary authorizations and approvals;
ensuring lawful use of the Services;
ensuring compliance with applicable laws and regulations;
ensuring communication accuracy prior to Activation;
managing Employer Customer relationships; and
ensuring all employee-facing communications are appropriate and approved prior to release.

Broker acknowledges that O'Eme relies upon Broker-provided, Employer Customer-provided, and sponsor-provided information and does not independently verify the accuracy or completeness of such information.

7. Relationship Among O'Eme, Broker, Employer Customer, and Approved Sponsorship Partners

The Parties acknowledge and agree that O'Eme operates as an independent communication and technology platform provider.

Approved Sponsorship Partners participate solely as sponsors, funding participants, strategic distribution participants, or approved support entities associated with sponsored deployment structures.

Approved Sponsorship Partners do not:

operate or control the Services;
administer enrollment activity;
manage employee communications;
author, validate, edit, approve, or publish employee-facing content;
administer End User interactions;
provide legal, financial, tax, medical, or insurance advice through the Services;

assume operational responsibility for Broker, Employer Customer, or End User use of the Services.

All Terms of Use obligations, operational responsibilities, deployment obligations, proofing obligations, communication obligations, approval obligations, consent obligations, and platform usage obligations remain solely between:

O'Eme;
Broker; and
the applicable Employer Customer.

Approved Sponsorship Partners shall not be considered:

the operator of the Services;
the publisher of employee-facing communications;
the owner of employer-specific deployments;
responsible for platform administration; or
liable for the use of the Services by Brokers, Employer Customers, employees, participants, spouses, dependents, or other End Users.

Nothing contained within this Agreement shall be interpreted as creating:

a joint venture;
co-authorship;
fiduciary responsibility;
operational control; or
liability assumption by any Approved Sponsorship Partner for the Services or their use.

8. Proofing and Approval Responsibility

Broker is solely responsible for reviewing, validating, editing, approving, and authorizing all employee-facing content prior to Activation.

Broker acknowledges and agrees that:

Official Carrier Documents remain the sole and controlling source of truth for all benefit plan details;
O'Eme's Services are provided as communication and educational infrastructure only; and
all generated content remains subject to Broker review and approval prior to publication or release.

If Broker does not provide edits, revisions, or approval within seventy-two (72) hours following delivery for proofing:

all content shall be deemed approved; and
O'Eme may proceed with production, publication, or Activation.

Broker assumes full responsibility for all content once approved or deemed approved.

Approved Sponsorship Partners shall not be responsible for reviewing, validating, proofing, editing, or approving employee-facing communications unless expressly agreed in a separate written agreement executed by O'Eme.

9. Services Scope

The Services are provided for educational and communication purposes only and are intended to support enrollment communication, employee education, multilingual accessibility, and related engagement initiatives.

The Services do not replace:

Official Carrier Documents;
formal enrollment systems;
plan administration systems;
legal advice;
tax advice;
financial advice;
insurance advice; or
Employer Customer, Broker, carrier, or administrator obligations.

Services may include:

Hub creation and hosting;
Enrollment Meeting On Demand (EMOD™);
segmented communication videos;
AI-assisted script generation;
Sherp™ AI assistant functionality;
SMS and email communication workflows;
Open Enrollment awareness materials; and
multilingual communication support.

10. Sherp™ AI Assistant

Sherp™ is provided for educational purposes only.

Sherp™ does not:

provide legal, medical, tax, financial, or insurance advice;
determine eligibility;
adjudicate claims;
enroll participants;
replace Official Carrier Documents; or
replace Broker, Employer Customer, carrier, or administrator responsibilities.

Complex or individualized matters may be escalated pursuant to O'Eme operational workflows and applicable consent procedures.

11. Data Management and Limited Information Sharing

O'Eme maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

Broker acknowledges and agrees that limited employee and participant contact information, including name, email address, and mobile phone number, may be shared with an Approved Sponsorship Partner solely in connection with services related to the administration, communication, support, servicing, engagement, or management of employee benefit-related programs, contracts, policies, enrollment initiatives, or related services associated with the applicable sponsored deployment.

Such information shall not be sold, resold, or used for unrelated third-party marketing purposes by O'Eme.

Broker represents and warrants that Broker and the applicable Employer Customer possess all necessary rights, permissions, authorizations, disclosures, and consents required to provide such information in connection with the Services and applicable sponsored deployment structure.

Approved Sponsorship Partner participation does not make such parties responsible for:

O'Eme platform operations;
Broker-provided data;
Employer Customer-provided data;
End User interactions; or
Customer Data management within the Services.

12. Acceptable Use Restrictions

Broker shall not:

misuse or attempt to interfere with the Services;
reverse engineer or attempt to replicate the platform;
use the Services outside approved deployment structures;
transfer or sublicense participation rights;
reproduce or commercialize O'Eme workflows or platform structures;
use the Services in violation of applicable laws; or
represent that any Approved Sponsorship Partner operates, controls, authors, or administers the Services.

13. Compliance Responsibilities

Broker remains solely responsible for compliance with all applicable laws, regulations, industry requirements, privacy obligations, communication obligations, licensing obligations, and consent requirements associated with Broker's use of the Services.

Broker acknowledges that:

O'Eme provides communication and educational infrastructure only; and
Approved Sponsorship Partners do not assume Broker compliance obligations by funding or supporting sponsored deployments.

14. Indemnification and Hold Harmless

Broker agrees to defend, indemnify, and hold harmless O'Eme and each Approved Sponsorship Partner, together with their affiliates, officers, directors, employees, managers, contractors, agents, successors, and assigns, from and against any claims, damages, liabilities, losses, costs, expenses, regulatory actions, penalties, or attorneys' fees arising from or relating to:

Broker's use of the Services;
Employer Customer use of the Services;
End User interactions;
content edits, approvals, omissions, or proofing failures;
inaccurate or incomplete information submitted to O'Eme;
misuse of the Services;
communication workflows;
failure to comply with applicable laws, regulations, licensing obligations, or consent requirements; or
reliance upon content other than Official Carrier Documents.

Approved Sponsorship Partners shall have no liability arising from:

operational use of the Services;
platform administration;
employee communications;
proofing obligations;
deployment workflows; or
End User interactions.

15. Intellectual Property

All intellectual property rights in the Services remain the exclusive property of O'Eme.

Broker receives no ownership interest in:

the Services;
platform infrastructure;
workflows;
Hub templates;
Sherp™ functionality;
software;
communication structures;
AI orchestration logic; or
related deliverables.

Broker shall not copy, replicate, commercialize, reverse engineer, sublicense, distribute, or create derivative works from the Services without O'Eme's prior written consent.

16. Service Duration and Continuity

Each approved deployment remains active for the applicable sponsored benefit plan period or policy term for which the deployment was approved and funded.

Continuation or renewal beyond the applicable sponsored term remains subject to:

sponsorship eligibility;
participation status of the applicable Approved Sponsorship Partner;
continued qualifying business associated with the sponsored deployment; and
operational approval by O'Eme.

17. Warranty Disclaimer

THE SERVICES ARE PROVIDED FOR EDUCATIONAL AND COMMUNICATION PURPOSES ONLY AND ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, O'EME DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR PRODUCE ANY PARTICULAR BUSINESS RESULT.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL O'EME OR ANY APPROVED SPONSORSHIP PARTNER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT.

O'EME'S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO O'EME FOR THE SPECIFIC DEPLOYMENT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Approved Sponsorship Partners shall have no liability arising from:

platform operations;
deployment workflows;
Broker activities;
Employer Customer activities;
End User interactions;
proofing obligations; or
communication approvals associated with the Services.

19. Term and Termination

This Agreement shall remain in effect unless terminated by O'Eme.

O'Eme may suspend or terminate Broker participation upon:

breach of this Agreement;
misuse of the Services;
violation of applicable laws;
failure to satisfy operational requirements;
loss of sponsorship eligibility; or
conduct reasonably determined by O'Eme to create operational, legal, reputational, or compliance risk.

Termination of this Agreement shall not affect:

active deployments already approved and funded for the applicable sponsored term; or
provisions intended to survive termination by their nature.

20. Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to Broker participation in approved sponsorship and deployment structures associated with the Services.

Broker may not assign this Agreement without prior written consent from O'Eme.

If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Nothing contained within this Agreement creates:

a joint venture;
partnership ownership interest;
fiduciary relationship; or
agency relationship among O'Eme, Broker, Employer Customer, or any Approved Sponsorship Partner.

21. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Delaware.

Any disputes shall be resolved in the state or federal courts located within Delaware.

O'Eme may seek injunctive relief where necessary to protect its intellectual property, workflows, platform infrastructure, confidential information, or Services.

I acknowledge that I have read, understand, and agree to the Broker Participation Agreement and consent to be bound by its terms.*

Authorized Signatory*

This field is hidden when viewing the form

Broker Participation Rendered Agreement