Effective Date: 16 October 2025
Last Updated: 16 October 2025

1. Introduction and Agreement
These Terms and Conditions (“Terms”) constitute a binding agreement between O’Eme, LLC, a Delaware limited liability company (“O’Eme,” “we,” “us,” or “our”), and any party that engages O’Eme’s services, including benefits brokers, agencies, and their client companies (collectively, “Clients”), as well as employees or end users (“Users”) who access O’Eme-hosted informational websites (collectively, the “Platform”).

By engaging O’Eme for services, accessing any O’Eme-hosted site, or using O’Eme-provided materials, you agree to be bound by these Terms. If you do not agree to these Terms, you must refrain from using the Platform and related materials.

2. Purpose and Scope of Services
O’Eme provides communications and content solutions designed to enhance open enrollment education and employee engagement. O’Eme acts as a liaison between benefits brokers and their employer clients by:

• Creating customized video and written content that explains and markets employee benefit programs.
• Hosting such content on a web-based informational hub (“Client Hub”) unique to each client organization.
• Supporting client open enrollment launches and employee engagement through digital resources and an artificial intelligence (“AI”) information agent.

The Platform and Client Hubs are for informational purposes only. No personal, confidential, or financial data is collected or transmitted through the Platform. Enrollment and related actions occur exclusively on third-party systems designated by the client or broker.

3. Subscription and Payment Terms

1. Annual Subscription
   Access to O’Eme’s services and Client Hubs is provided through an annual subscription agreement. Payment for the subscription is due in full at the start of each term.
2. Non-Refundable Payment
   All fees are non-refundable once paid. This structure reflects the front-loaded nature of O’Eme’s creative and implementation services and the continued year-round access to the Client Hub.
3. Renewal
   Subscriptions renew annually unless otherwise agreed in writing. Upon renewal, O’Eme will update Client Hubs with new or revised content reflecting the client’s current benefit offerings.
4. Termination
   O’Eme reserves the right to suspend or terminate access to the Platform or specific Client Hubs for non-payment, misuse, or breach of these Terms.

4. Intellectual Property Rights

1. Ownership
   All content, materials, videos, scripts, AI outputs, software, and design elements created by or for O’Eme (“O’Eme Content”) are the exclusive property of O’Eme, LLC.
2. License to Clients
   Clients are granted a limited, non-transferable, non-exclusive license to use O’Eme Content solely within their designated Client Hub and solely for internal informational and educational purposes during the subscription term.
3. Restrictions
   Clients, brokers, and Users may not reproduce, distribute, modify, copy, frame, re-host, or create derivative works of O’Eme Content without prior written consent from O’Eme.
4. White Labeling
   O’Eme’s services may be delivered under the client or broker’s branding. O’Eme retains copyright notice rights on all materials and underlying intellectual property, even when delivered as a white-labeled solution.
5. Copyright Notice
   All O’Eme Content is protected under applicable copyright and intellectual property laws.
   © 2025 O’Eme, LLC. All rights reserved.

5. Information Accuracy and Client Responsibility

1. Content Validation
   Brokers are responsible for providing and validating all benefit information and final approval of written scripts and materials before publication.
2. Disclaimer of Accuracy
   O’Eme is not responsible for inaccuracies, omissions, or misrepresentations in the benefit information supplied by brokers or employers.
3. Source of Truth
   Employees and Users should refer to official plan documents, benefit summaries, or materials provided by their employer or broker as the definitive source of information regarding benefits coverage and eligibility.

6. AI Agent Use and Limitations

• Informational Purpose Only
  The AI agent available within O’Eme’s Platform is provided solely to assist Users with general benefits information and navigation of the Client Hub. It does not provide legal, financial, or professional benefits advice.
• No Liability for AI Outputs
  O’Eme makes no warranty as to the accuracy or completeness of AI-generated responses. Users are solely responsible for verifying any information obtained from the AI agent against official benefit documentation.
• Data Handling
  No personal or confidential employee data is collected, stored, or transmitted through the AI system. O’Eme may utilize anonymous usage analytics solely to improve system performance and user experience.

7. Acceptable Use and Access
Permitted Access: Client Hubs are accessible via unique URLs assigned to each client organization. While password protection is not required, Clients may request additional access controls at their discretion.
Prohibited Conduct: Users and Clients shall not:

• Copy, reproduce, or distribute O’Eme Content outside the Client Hub.
• Attempt to gain unauthorized access to O’Eme systems.
• Use automated scripts, bots, or scraping tools to collect or download content.
• Introduce viruses, malware, or otherwise interfere with system operation.

O’Eme reserves the right to suspend access in the event of misuse.

8. Limitation of Liability
To the maximum extent permitted by law:

• O’Eme shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to the use of the Platform or O’Eme Content.
• O’Eme’s total aggregate liability under these Terms shall not exceed the total fees paid by the Client during the twelve (12) months preceding the claim.
• O’Eme is not liable for benefit misunderstandings, plan errors, or decisions made based on information presented on the Platform.

9. Warranties and Disclaimers
O’Eme provides all services, content, and the Platform “as is” and “as available”, without any express or implied warranties, including warranties of merchantability, fitness for a particular purpose, or non-infringement. O’Eme does not guarantee uninterrupted or error-free operation of the Platform or warrant that all content will be accurate, complete, or current.

10. Confidentiality
O’Eme does not collect or transmit personal or confidential information via the Platform. However, any proprietary business or client information exchanged between O’Eme and the Client during the engagement shall remain confidential and used solely for the purpose of fulfilling contractual obligations.

11. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the state or federal courts located in Delaware. The parties consent to such venue and waive any objection to it.

12. Notices
All notices, inquiries, or communications required under these Terms shall be submitted in writing to:
O’Eme, LLC
Email: support@oeme.io

13. Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

14. Entire Agreement
These Terms constitute the entire agreement between O’Eme and the Client or User with respect to the subject matter hereof and supersede all prior communications, proposals, or agreements, whether oral or written.

15. Modifications
O’Eme reserves the right to update or modify these Terms at any time. Updated versions will be posted on O’Eme’s website or otherwise communicated to Clients. Continued use of O’Eme’s services after such updates constitutes acceptance of the revised Terms.

© 2025 O’Eme, LLC. All rights reserved.