Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern access to and use of the Everon Employer Portal (the "Portal"). The Portal enables employer groups to complete group health benefits applications, configure benefit offerings, manage employee enrollment information, and administer their participation in benefits programs offered through the XGB and EHP vendor relationships (collectively, the "Vendor Programs"). By registering for, accessing, or using the Portal, you and the employer entity you represent ("Employer") agree to be legally bound by these Terms. If you do not agree, you must not access or use the Portal.

By accepting these Terms on behalf of an Employer, you represent and warrant that you have the legal authority to bind that Employer. These Terms apply to the Employer and to each individual who accesses the Portal on the Employer's behalf (each, an "Authorized User").

Everon reserves the right to modify these Terms at any time. Continued use of the Portal after any such modification constitutes acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

2. Definitions

• "Portal" means the Everon Employer Portal and all associated services, dashboards, applications, APIs, and tools.
• "Employer" means any business entity that has registered, via invitation, to complete a group benefits application or administer group benefits through the Portal.
• "Authorized User" means any individual (e.g., an owner, HR contact, or benefits administrator) who accesses the Portal on behalf of an Employer.
• "XGB Program" means the group benefits program administered under the XGB vendor relationship.
• "EHP Program" means the group benefits program administered under the EHP vendor relationship.
• "Vendor" means XGB, EHP, or any other benefits program sponsor whose programs are made available through the Portal.
• "Census Data" means information about an Employer's employees and their dependents submitted through the Portal for purposes of eligibility, enrollment, and administration, which may include names, dates of birth, Social Security numbers, contact information, employment and compensation information, and dependent information.
• "Employee Data" means Census Data together with any other information relating to an Employer's employees or their dependents that is submitted to or generated within the Portal.
• "Content" means any materials, text, data, documents, or other information submitted or published through the Portal.
• "Non-Everon Communications" means any communications, messages, notices, announcements, offers, promotions, marketing materials, program terms, plan documents, rate quotes, coverage descriptions, representations, or other content or information originating from any entity or person other than Everon Technologies LLC — including, without limitation, XGB, EHP, insurance carriers, third-party administrators, brokers, agents, affiliates participating in the Everon Affiliate Portal, and service providers, and in each case regardless of any corporate affiliation, common ownership, or shared branding between such entity and Everon — that are transmitted, displayed, posted, linked, or otherwise made available on, through, or in connection with the Portal.
• "Everon" means Everon Technologies LLC, the company operating the Portal, and is used throughout this document as a defined shorthand following its first full reference.

3. Eligibility, Registration, and Account Security

3.1 Invitation-Based Registration

Access to the Portal is by invitation only. Employers receive a registration invitation from an authorized agent or affiliate participating in the applicable Vendor Program. Employers may not self-register, and may not share, forward, or reuse registration invitations except as intended.

3.2 Eligibility

To access the Portal, each Authorized User must:

• Be at least 18 years of age;
• Have the legal capacity and authority to act on behalf of the Employer;
• Complete the registration process using accurate information; and
• Comply with all applicable laws and regulations.

Everon may accept or reject any registration in its sole discretion and may require additional verification before granting or continuing access.

3.3 Account Security

The Employer is responsible for all activity occurring under its account and the accounts of its Authorized Users. The Employer shall: (a) ensure that credentials are kept confidential and are not shared; (b) ensure that only individuals authorized to handle employee personal information are granted Authorized User access; (c) promptly remove access for individuals who no longer require it (including upon separation of employment); and (d) immediately notify Everon of any suspected unauthorized access or security incident at legal@everon.tech.

4. Portal Functions and Vendor Program Participation

4.1 Portal Functions

Subject to these Terms, the Portal enables Employers to:

• Register and create an account via an invitation from an authorized agent or affiliate;
• Complete a group health benefits application for the applicable Vendor Program;
• Select plan networks, plan types, plan tiers, and ancillary products (e.g., vision, dental, HSA) from the options made available;
• Set employer contribution amounts toward employee coverage;
• Upload and manage Census Data for employees to whom coverage will be offered;
• Submit employee additions, terminations, and changes ("adds/terms") on an ongoing basis;
• View and manage invoices and make payments as applicable; and
• View the status of applications and enrollments on the Employer dashboard.

4.2 Accuracy of Applications

All information submitted through the Portal — including application responses, Census Data, and adds/terms — must be accurate, current, and complete. Inaccurate or incomplete submissions may result in delayed processing, rate adjustments, denial of coverage, or rescission by the applicable Vendor or carrier, for which Everon bears no responsibility.

4.3 Separate Vendor Entities

XGB and EHP are legal entities separate and distinct from Everon, notwithstanding any corporate affiliation, common ownership, or shared branding that may exist between Everon and either Vendor. Each Vendor Program — including all plan designs, rates, underwriting decisions, coverage terms, and eligibility determinations — is established and administered by the applicable Vendor, carrier, or third-party administrator, not by Everon. Everon operates the Portal as a technology facilitation platform only. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between Everon and any Employer, and nothing in these Terms authorizes any Vendor, agent, affiliate, or other entity to act on Everon's behalf with respect to the Portal.

4.4 Everon Is Not an Insurer, Broker, or Fiduciary

Everon is a technology company. Everon is not an insurance company, insurance producer, broker, agent, third-party administrator, plan sponsor, plan administrator, or fiduciary of any employee benefit plan, and does not provide insurance, legal, tax, or benefits advice. Plan information displayed in the Portal is provided by the applicable Vendor or its administrators, and all coverage is governed exclusively by the applicable plan documents, policies, and certificates issued by the Vendor or carrier — not by any summary, quote, or display within the Portal. In the event of any conflict between Portal content and official plan documents, the plan documents control. The Employer remains solely responsible for its own obligations as an employer and plan sponsor under applicable law, including any obligations under ERISA, COBRA, the ACA, and applicable state law.

5. Employer Data Responsibilities

5.1 Authority to Submit Employee Data

The Employer represents and warrants that it has all rights, lawful bases, consents, and authority required under applicable law to collect and submit Employee Data through the Portal and to authorize its processing by Everon, the applicable Vendor, carriers, and third-party administrators for purposes of eligibility, enrollment, benefits administration, and related services.

5.2 Data Minimization and Accuracy

The Employer shall submit only the Employee Data requested or required for the applicable purpose, shall keep Employee Data accurate and up to date (including timely submission of adds/terms), and shall not upload data relating to individuals to whom the Employer does not intend to offer coverage.

5.3 Employee Notices

The Employer is solely responsible for providing its employees with any notices, disclosures, or plan communications required of the Employer by applicable law, including required benefits notices. The availability of information within the Portal or any related employee-facing portal does not satisfy or assume the Employer's own legal notice obligations.

6. Payments and Invoicing

Where invoicing and payment functionality is made available through the Portal:

• The Employer is responsible for timely payment of all amounts invoiced in connection with its group benefits, in accordance with the applicable payment terms;
• Payment amounts, rates, and billing terms are determined by the applicable Vendor, carrier, or administrator, not by Everon;
• Late or failed payments may result in consequences determined by the applicable Vendor or carrier, including lapse or termination of coverage, for which Everon bears no responsibility; and
• The Employer is responsible for maintaining accurate payment information within the Portal.

7. Prohibited Conduct

As a condition of using the Portal, the Employer and each Authorized User agree to:

• Use the Portal only for lawful purposes and only for the administration of the Employer's own group benefits;
• Not submit false, fraudulent, or misleading information in any application, Census Data, or adds/terms submission;
• Not access or attempt to access data of any other employer, employee, or account without authorization;
• Not attempt to reverse-engineer, copy, probe, scan, or misappropriate any proprietary technology, security measure, or intellectual property of Everon or any Vendor;
• Not use the Portal to transmit malicious code or interfere with the Portal's operation; and
• Promptly notify Everon of any suspected misuse, fraud, or security incident relating to the Portal.

8. Intellectual Property

All content, branding, trademarks, software, and intellectual property made available through the Portal remain the exclusive property of Everon or the applicable Vendor. The Employer is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Portal solely for the administration of its own group benefits. This license does not grant any right to sub-license, modify, or create derivative works from any proprietary materials. The Employer retains ownership of the Content and Employee Data it submits, and grants Everon a limited license to host, process, transmit, and display such data solely as necessary to provide the Portal services and as described in the Privacy Policy.

9. Confidentiality and Data Protection

Everon maintains administrative, technical, and physical safeguards designed to protect information submitted through the Portal, as further described in the Privacy Policy. Where the Portal is used to collect or transmit information subject to specific legal protections (including protected health information under HIPAA, where applicable), such information will be handled in accordance with applicable law and any applicable agreements between the relevant parties. The Employer shall likewise maintain reasonable safeguards for credentials and for any Employee Data it downloads or exports from the Portal, and is responsible for its own compliance with laws applicable to its handling of employee information.

10. Term and Termination

These Terms remain in effect for the duration of the Employer's use of the Portal. Either party may terminate the relationship at any time upon written notice, subject to any obligations that survive termination.

Everon may immediately suspend or terminate Portal access if the Employer or any Authorized User: (a) breaches any provision of these Terms; (b) violates any applicable law; (c) engages in fraudulent or deceptive conduct; or (d) creates a security risk to the Portal or its users. Suspension or termination of Portal access does not by itself alter any coverage, plan, or contractual relationship between the Employer and any Vendor or carrier, which are governed by their own terms.

11. Non-Everon Communications; No Endorsement or Responsibility

11.1 Non-Everon Communications Generally

The Portal may transmit, display, host, or otherwise make available Non-Everon Communications, including communications from XGB, EHP, insurance carriers, third-party administrators, brokers, agents, affiliates, and other entities or persons. All Non-Everon Communications are the sole responsibility of the entity or individual from which they originate, and this Section 11 applies regardless of any corporate affiliation, common ownership, or shared branding between the originating entity and Everon. Everon acts solely as a passive conduit and platform provider with respect to Non-Everon Communications and does not author, create, review, verify, endorse, approve, or adopt any Non-Everon Communication.

11.2 Plan and Coverage Information

Without limiting Section 11.1, all plan designs, rates, quotes, coverage descriptions, underwriting requirements, eligibility criteria, and benefits determinations presented on or through the Portal originate with the applicable Vendor, carrier, or administrator and constitute Non-Everon Communications. Everon does not set, verify, or guarantee any rate, quote, coverage term, or benefits determination.

11.3 No Endorsement

The availability of any Non-Everon Communication on or through the Portal does not constitute, and shall not be construed as, an endorsement, recommendation, sponsorship, verification, or approval by Everon of such communication or of the entity from which it originates, nor of any product, plan, rate, offer, program term, or representation contained therein.

11.4 Disclaimer of Responsibility and Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERON EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY ARISING OUT OF OR RELATING TO ANY NON-EVERON COMMUNICATION, INCLUDING WITHOUT LIMITATION: (a) THE ACCURACY, COMPLETENESS, TIMELINESS, LEGALITY, OR RELIABILITY OF ANY NON-EVERON COMMUNICATION; (b) ANY REPRESENTATION, WARRANTY, PROMISE, RATE, QUOTE, COVERAGE TERM, OR PROGRAM TERM MADE BY XGB, EHP, ANY CARRIER, ADMINISTRATOR, BROKER, AGENT, AFFILIATE, OR ANY OTHER ENTITY OR PERSON OTHER THAN EVERON; (c) ANY ERROR, OMISSION, DELAY, OR FAILURE IN THE TRANSMISSION OR DELIVERY OF ANY NON-EVERON COMMUNICATION; (d) ANY LOSS, DAMAGE, CLAIM, OR EXPENSE OF ANY KIND INCURRED BY ANY EMPLOYER, AUTHORIZED USER, EMPLOYEE, OR OTHER PERSON AS A RESULT OF RELIANCE ON, OR ACTION TAKEN IN RESPONSE TO, ANY NON-EVERON COMMUNICATION; AND (e) ANY DISPUTE BETWEEN AN EMPLOYER AND XGB, EHP, ANY CARRIER, ADMINISTRATOR, BROKER, AGENT, AFFILIATE, OR ANY OTHER ENTITY OR PERSON ARISING FROM OR RELATING TO ANY NON-EVERON COMMUNICATION. RELIANCE ON ANY NON-EVERON COMMUNICATION IS SOLELY AT THE EMPLOYER'S OWN RISK.

11.5 No Agency

No entity or person other than Everon is authorized to speak for, bind, or make commitments on behalf of Everon through the Portal or otherwise. No Non-Everon Communication shall be deemed a statement, representation, or commitment of Everon, and no other entity or person — including XGB, EHP, carriers, administrators, brokers, agents, and affiliates, and regardless of any corporate affiliation, common ownership, or shared branding with Everon — is an agent, representative, or spokesperson of Everon with respect to the Portal. Likewise, the agent or affiliate that invites an Employer to the Portal acts on its own behalf or on behalf of the applicable Vendor, not on behalf of Everon.

11.6 Reservation of Rights; No Obligation to Monitor

Everon has no obligation to monitor, screen, edit, or remove Non-Everon Communications, but reserves the right (without assuming any duty) to do so at its sole discretion, including where a Non-Everon Communication is alleged to violate these Terms or applicable law. Any voluntary monitoring or removal shall not create any duty of care or waive any disclaimer set out in these Terms. Employers should direct any questions or disputes regarding a Non-Everon Communication to the originating entity.

12. Disclaimer of Warranties

THE PORTAL AND ALL MATERIALS MADE AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. EVERON DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY APPLICATION OR ENROLLMENT WILL BE ACCEPTED, PROCESSED WITHIN ANY PARTICULAR TIMEFRAME, OR RESULT IN COVERAGE. EVERON MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO ANY NON-EVERON COMMUNICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, EVERON DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVERON AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE PORTAL OR ANY NON-EVERON COMMUNICATION, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF EVERON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, EVERON SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY NON-EVERON COMMUNICATION AS SET OUT IN SECTION 11, NOR FOR ANY DENIAL, DELAY, RESCISSION, LAPSE, OR TERMINATION OF COVERAGE, OR ANY UNDERWRITING, RATING, CLAIMS, OR BENEFITS DETERMINATION, ALL OF WHICH ARE THE RESPONSIBILITY OF THE APPLICABLE VENDOR, CARRIER, OR ADMINISTRATOR. IN NO EVENT SHALL EVERON'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PORTAL EXCEED ONE HUNDRED U.S. DOLLARS ($100) OR, IF GREATER, THE AMOUNTS PAID BY THE EMPLOYER TO EVERON FOR USE OF THE PORTAL IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Indemnification

The Employer agrees to indemnify, defend, and hold harmless Everon and its corporate affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) the Employer's or any Authorized User's access to or use of the Portal; (b) any breach of these Terms; (c) any violation of applicable law or the rights of any other party, including any failure by the Employer to have the authority or consents required to submit Employee Data; (d) any Content or Employee Data submitted through the Portal; (e) the Employer's obligations to its own employees, including under ERISA, COBRA, the ACA, or other applicable law; or (f) any dispute between the Employer and XGB, EHP, any carrier, administrator, broker, agent, affiliate, or any other entity or person, including any dispute arising from a Non-Everon Communication.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute, claim, or controversy arising out of or relating to these Terms or use of the Portal shall first be attempted to be resolved through good-faith negotiation. If not resolved within thirty (30) days, such dispute shall be submitted to binding arbitration in Florida administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, unless the Employer opts out in writing within thirty (30) days of first accepting these Terms. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorney's fees and costs.

16. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable program schedules or supplemental terms presented within the Portal, constitute the entire agreement between the Employer and Everon regarding the Portal. For clarity, these Terms govern only the use of the Portal; they do not modify any agreement between the Employer and any Vendor, carrier, or administrator.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure by Everon to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
• Assignment: The Employer may not assign or transfer its rights under these Terms without the prior written consent of Everon.
• Notices: Notices to the Employer may be sent to the email address associated with its Portal account. Notices to Everon must be sent to legal@everon.tech.
• Survival: Sections 5, 8, 9, 11, 12, 13, 14, and 15 survive termination of these Terms.

17. Contact Information

For questions regarding these Terms of Service, please contact:

• Everon Technologies LLC — Legal Department
• Email: legal@everon.tech