Effective Date: [Insert Date]

This General Agency Master Licensing Agreement (“Agreement”) is entered into as of the Effective Date by and between:

O’Eme, LLC, a Delaware limited liability company
Address: [Insert Address]
(“O’Eme”)

and

[General Agency Legal Name], a [State of Formation and Entity Type]
Address: [Insert Address]
(“Customer”)

O’Eme and Customer may each be referred to individually as a “Party” and collectively as the “Parties.”

Customer represents and warrants that the individual executing this Agreement has full authority to bind Customer.

1. Purpose

This Agreement governs Customer’s access to and use of O’Eme’s platform and Services for deployment across Customer’s general agency distribution channel, including use by downstream brokers placing business through Customer.

2. Definitions

“Activation” means the release, delivery, or availability of the Benefit Hub and associated assets for employee access.

“Approved Carrier Partner” means a carrier authorized by O’Eme to directly fund deployments, subject to confirmation.

“Benefit Hub” means the employer-branded digital platform created and hosted by O’Eme.

“Customer Data” means all data, documents, and materials provided by Customer or its brokers.

“End Users” means employees and eligible participants accessing the Services.

“Group Submission” means a fully completed and approved deployment including intake, script generation, proofing, and readiness for Activation.

“Services” means O’Eme’s platform and deliverables, including:

• Benefit Hub creation and hosting
• Enrollment Meeting On Demand (EMOD™)
• segmented benefit plan video assets
• AI-assisted script generation
• Proofing workflows
• Sherp™ AI assistant
• SMS and email communication tools
• Open Enrollment posters
• Multi-language support
• Related communication and educational deliverables

3. License Grant

O’Eme grants Customer a non-exclusive, non-transferable license to deploy the Services within its general agency channel.

Customer may extend access to brokers only for business placed through its general agency, provided that such brokers are subject to appropriate terms, conditions, or acknowledgments governing use of the Services.

4. Annual Licensing Fee

Customer shall pay an annual licensing fee of $100,000, due in full at the start of each contract term.

The licensing fee remains payable annually and is not waived by meeting submission thresholds.

5. Activation Fees and Pricing Structure

5.1 Carrier-Funded Deployments

If an Approved Carrier Partner funds a deployment:

• Payment is made directly to O’Eme
• Must be confirmed and approved prior to Activation

5.2 Broker-Funded Deployments

If carrier funding is not confirmed:

• Payment responsibility defaults to the submitting broker or agency
• Payment must be made in full prior to Activation
• Broker may pursue reimbursement through third-party arrangements
• O’Eme has no responsibility for such arrangements

5.3 Pricing

Under 100 Employees

• $2,400 flat
• Requires O’Eme approval

100–200 Employees

• $2.00 PEPM (annualized)
• Billed upfront in full
• Based on the total number of eligible employees at Open Enrollment launch
• The employee count is fixed at Open Enrollment launch and will not be adjusted thereafter

201–500 Employees

• $5,000

501–999 Employees

• $7,500

1,000+ Employees

• $10,000

6. General Agency Credit Structure

Upon reaching 200 cumulative Group Submissions, Customer shall receive twenty (20) activation credits.

• Both carrier-funded and broker-funded submissions qualify

Each activation credit may be applied to any single eligible group Activation, regardless of group size, and fully satisfies the applicable activation fee for that group.

Each credit represents one (1) full group Activation and is not adjusted based on group size. A credit applied to a group with an activation fee below $5,000 is deemed fully utilized, and a credit applied to a group with a higher activation fee fully satisfies that fee in its entirety.

Credits:

• non-transferable
• non-refundable
• not redeemable for cash
• not for resale or cross-use without approval
• must be used within the active contract term

Credits may not be used for groups under 100 lives without approval.

7. Payment and Activation Control

Activation requires

• confirmed carrier funding, OR
• full payment received

O’Eme may begin production prior to confirmation; however:

No delivery, release, or Activation occurs until payment is verified.

Taxes. All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such taxes, excluding taxes based solely on O’Eme’s net income.

8. Group Size Representation

Customer represents all group size data is accurate.

O’Eme may request verification and adjust pricing or suspend Services if misrepresentation occurs.

9. Services Scope

includes:

• Benefit Hub
• EMOD™
• segmented videos
• script generation
• proofing workflows
• Sherp™
• SMS/email
• posters
• multilingual support

9.1 API Integration and Data Exchange

O’Eme may, upon request, provide API-based integration capabilities to facilitate automated intake and transfer of:

• client and broker data
• eligibility data
• class structures and waiting periods
• benefit plan summaries

Purpose:

• streamline workflows
• reduce manual input
• accelerate deployment

Subject to:

• agreed endpoints and scope
• technical coordination
• reasonable implementation timelines

API is a value-added capability and not a guaranteed custom development obligation.

9.2 Content Review and Proofing Responsibility

Customer may, at its discretion, participate in the review and proofing of content generated through the Services as part of its service offering to downstream brokers or clients.

Notwithstanding the foregoing, Customer acknowledges and agrees that the originating broker or designated broker representative should retain final responsibility for reviewing and approving all content prior to publication, release, or Activation.

O’Eme relies on materials and information provided by Customer and its downstream brokers and does not independently verify the accuracy or completeness of such information.

Official carrier documents, including carrier-provided quotes, benefit summaries, Summary Plan Descriptions (SPDs), and Summary of Benefits and Coverage (SBCs), shall remain the sole and controlling source of truth for all benefit plan details, and shall govern in the event of any inconsistency with content generated or displayed through the Services.

9.3 Compliance Responsibility

Customer shall be responsible for ensuring that its use of the Services, and the use of the Services by any downstream brokers or clients operating within its distribution channel, complies with all applicable laws, regulations, and industry requirements, including, without limitation, those relating to communications, privacy, data use, and consent.

Customer further acknowledges that O’Eme provides tools and communication support, and that Customer and its downstream brokers retain responsibility for how such tools are deployed in connection with their respective client relationships.

10. Content Responsibility and Source of Truth

Customer is responsible for content approval.

Official carrier documents, including carrier-provided quotes, benefit summaries, Summary Plan Descriptions (SPDs), and Summary of Benefits and Coverage (SBCs), shall remain the sole and controlling source of truth for all benefit plan details, and shall govern in the event of any inconsistency with content generated or displayed through the Services.

11. Sherp™ AI Assistant

Sherp™ provides educational guidance only.

• Not advisory
• Does not enroll
• Escalates support

User acknowledgments and HIPAA-related consents are handled at interaction.

12. Data Security

O’Eme maintains commercially reasonable safeguards.

13. Acceptable Use

Customer shall not misuse, reverse engineer, or improperly deploy the Services.

14. Indemnification

Customer agrees to indemnify O’Eme against claims arising from:

• provided data
• misuse
• legal non-compliance

15. Intellectual Property

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

16. Service Duration (Critical Lifecycle Clause)

Each deployment remains active for 12 months from policy effective or renewal date.

After that:

• access may be deactivated
• renewal is required

17. Term and Renewal

Term: 12 months

Renewal follows the same structure as new business.

18. Termination and Continuity of Paid Services

Customer retains access to paid Services for the applicable 12-month benefit cycle.

19. No Refunds

All fees are non-refundable once production begins.

20. 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 ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ANY PARTICULAR RESULT OR OUTCOME.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL O’EME OR ITS AFFILIATES, OFFICERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF O’EME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, O’EME’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO O’EME UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

22. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located within the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts.

Notwithstanding the foregoing, O’Eme shall have the right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or other proprietary interests.