This Employer Group Participation Agreement ("Agreement") is entered into as of the date signed below ("Effective Date") by and between Legacy Health Network IPA, an Oregon independent practice association doing business as HealthPass by Legacy Health Network ("HealthPass"), located at 891 O'Hare Parkway, Medford, Oregon 97504, and the employer entity identified in the enrollment form submitted herewith ("Employer"). By executing this Agreement, Employer unconditionally accepts and agrees to be bound by all terms and conditions set forth herein. This Agreement is legally binding and enforceable upon execution.

1. Purpose and Scope

HealthPass is a membership-based health and wellness benefit platform that provides Employer's eligible employees ("Members") with access to a curated network of independent licensed healthcare providers offering chiropractic, massage therapy, dental, primary care, direct primary care (DPC), telemedicine, acupuncture, behavioral health, counseling, and other expanding services (collectively, "Services") at pre-negotiated membership rates. HealthPass is not a health insurance product, health maintenance organization, preferred provider organization, accountable care organization, or any other form of regulated health insurance. Employer expressly acknowledges and agrees that this Agreement governs access to membership-based discount and access benefits only, does not constitute or replace health insurance coverage of any kind, and that HealthPass bears no obligation to pay, reimburse, or otherwise cover any healthcare costs incurred by Employer, its employees, or their dependents. Employer assumes sole responsibility for ensuring its employees maintain adequate health insurance coverage independent of HealthPass membership.

2. Term and Automatic Renewal

This Agreement shall commence on the Start Date designated in Employer's enrollment submission ("Effective Date") and shall remain in full force and effect for an initial term of one (1) year ("Initial Term"). Upon expiration of the Initial Term, and upon expiration of each successive renewal term thereafter, this Agreement shall automatically renew for additional one (1) year periods without any further action, notice, or affirmative consent required from either party. Employer expressly, knowingly, and voluntarily acknowledges the automatic renewal provisions of this Agreement and agrees that such renewal shall be binding regardless of any change in Employer's circumstances, personnel, or benefit offerings. HealthPass shall have no obligation to provide advance notice of automatic renewal beyond what is expressly stated in Section 3 of this Agreement.

3. Cancellation and Termination

Either party may elect not to renew this Agreement by delivering written notice of non-renewal no less than ninety (90) calendar days prior to the expiration of the then-current term. All cancellation notices must be delivered via one of the following methods to be deemed valid: (i) certified U.S. mail with return receipt to 891 O'Hare Parkway, Medford, Oregon 97504; or (ii) email with confirmed delivery receipt to info@healthpassbylegacy.com. Verbal notice, informal written communications, or notices delivered through unauthorized channels shall be deemed invalid and shall not constitute effective cancellation.

Consequences of Late or Absent Notice: Failure by Employer to provide valid, timely written notice of non-renewal shall result in the automatic renewal of this Agreement for a full additional one (1) year term. Employer shall remain fully obligated for all monthly membership fees, contribution amounts, and other financial obligations for the entirety of such renewed term. HealthPass shall not be required to provide a refund, credit, or early termination accommodation for Employer's failure to provide timely cancellation notice.

HealthPass Right to Terminate for Cause: HealthPass reserves the right to terminate this Agreement immediately and without liability upon written notice to Employer in the event of: (a) Employer's material breach of any term of this Agreement; (b) non-payment of fees outstanding for more than thirty (30) days; (c) Employer's insolvency, bankruptcy filing, or assignment for the benefit of creditors; (d) conduct by Employer or its employees that HealthPass determines, in its sole and absolute discretion, to be harmful, disruptive, fraudulent, or damaging to the HealthPass network, its providers, its platform, or its members; or (e) any action by Employer that exposes HealthPass to regulatory, legal, or reputational risk. Upon termination for cause, all outstanding fees shall become immediately due and payable and no refunds shall be issued for any prepaid periods.

4. Employer Obligations

Employer agrees and covenants to: (a) provide accurate, complete, and current information regarding all eligible employees at the time of enrollment and within thirty (30) days of any change in employee status, eligibility, or demographics; (b) notify HealthPass in writing within thirty (30) days of any employee termination, resignation, leave of absence, reduction in hours, or other change affecting benefit eligibility; (c) remit all applicable membership fees and employer contributions in full and on time via the billing method designated at enrollment, without offset, deduction, or condition; (d) distribute HealthPass enrollment materials, member ID cards, welcome communications, and any updated program materials to eligible employees promptly upon receipt; (e) refrain from making any representations to employees regarding HealthPass benefits that are inconsistent with, beyond the scope of, or contrary to the terms of this Agreement or HealthPass's published program descriptions; (f) cooperate fully and in good faith with HealthPass in the investigation and resolution of any member complaint, billing dispute, or program inquiry; (g) maintain accurate payroll records sufficient to support employee contribution deductions and remittances; and (h) ensure that any employee communications regarding HealthPass include the disclosure that HealthPass is not health insurance.

5. Fees, Payment, and Collections

Employee membership fees are billed monthly based on each enrolled Member's selected services at the rates published in HealthPass's current fee schedule, which may be updated upon thirty (30) days' notice. Employer's contribution toward employee membership costs, if any, shall be as designated in the enrollment form and shall remain in effect for the duration of the then-current term unless modified by written amendment. Billing occurs on the first (1st) day of each calendar month for all active enrolled Members. Accounts outstanding for more than thirty (30) days shall be assessed a late fee of $25.00 or ten percent (10%) of the outstanding balance, whichever is greater, per billing cycle, compounding monthly until paid in full. HealthPass reserves the right to: (i) suspend Member access to all Services for non-payment following ten (10) days' written notice; (ii) refer delinquent accounts to a third-party collection agency; (iii) report delinquent accounts to commercial credit reporting agencies; and (iv) seek recovery of all outstanding amounts, late fees, collection costs, and reasonable attorneys' fees through legal proceedings. Employer acknowledges that HealthPass does not accept credit card payments for employer group billing; all payments must be made by ACH/bank draft or check/wire transfer per invoice terms.

6. Indemnification, Hold Harmless, and Release

6.1 Broad Indemnification of HealthPass. To the maximum extent permitted by applicable law, Employer shall unconditionally defend, indemnify, and hold harmless HealthPass, Legacy Health Network IPA, ChiroFirst Alliance MSO, and each of their respective past, present, and future officers, directors, members, managers, shareholders, employees, agents, independent contractors, attorneys, successors, and assigns (collectively, "HealthPass Parties") from and against any and all claims, demands, suits, actions, proceedings, investigations, judgments, orders, losses, liabilities, obligations, damages, penalties, fines, costs, and expenses of any nature whatsoever, including reasonable attorneys' fees, expert fees, and court costs ("Losses"), arising out of, related to, or in connection with: (a) Employer's breach of any representation, warranty, obligation, duty, or covenant under this Agreement; (b) any negligent, reckless, fraudulent, or intentional act or omission of Employer or any of its officers, employees, agents, contractors, or representatives in connection with this Agreement, the HealthPass program, or the administration of employee benefits; (c) any misrepresentation by Employer regarding the nature, scope, cost, or coverage of HealthPass benefits to any employee, dependent, regulatory authority, or third party; (d) any employment-related claims, including but not limited to discrimination, retaliation, wrongful termination, wage and hour violations, or benefit plan disputes, brought by any current or former employee of Employer arising out of or related to the offering, modification, administration, or discontinuation of HealthPass benefits; (e) Employer's failure to comply with any applicable federal, state, or local law, regulation, rule, or order, including but not limited to ERISA, HIPAA, the ACA, COBRA, FMLA, the Americans with Disabilities Act, or applicable state insurance or benefit regulations; (f) any claim brought by a Member or former Member arising from Employer's failure to timely and accurately enroll, update, or terminate Member information; (g) Employer's unauthorized use of HealthPass's name, logo, trademarks, or branded materials; or (h) any third-party claim arising from Employer's breach of this Agreement. This indemnification obligation shall survive the expiration or termination of this Agreement indefinitely.

6.2 HealthPass Not Liable for Provider Services. HealthPass acts solely as a membership platform administrator and technology intermediary and is not a provider, employer, or agent of any healthcare services. All healthcare services accessed through HealthPass membership are rendered exclusively by independent licensed healthcare providers within the Legacy Health Network, each of whom maintains their own independent professional liability coverage. HealthPass Parties shall have absolutely no liability whatsoever for the quality, accuracy, safety, efficacy, timeliness, availability, outcome, or appropriateness of any healthcare services rendered by any network provider to any Member, and Employer, on behalf of itself and all enrolled employees, expressly, knowingly, and irrevocably waives, releases, and forever discharges all claims, known and unknown, against HealthPass Parties arising from or related to any provider services, adverse outcomes, or clinical decisions.

6.3 No Insurance Liability; No Coverage Obligation. HealthPass is not and does not purport to be a health insurance product, health plan, or employee benefit plan subject to ERISA. HealthPass Parties shall have absolutely no obligation to pay claims, reimburse medical expenses, cover denials of service, or otherwise provide insurance-type benefits to Employer, Members, or any third party. Employer expressly acknowledges and agrees that HealthPass membership benefits are limited-scope discount and access programs only, that Members remain solely responsible for all healthcare costs not covered by other insurance, and that HealthPass bears no liability whatsoever for any medical costs, treatment denials, provider unavailability, network gaps, or coverage deficiencies experienced by any Member.

6.4 Assumption of Risk. Employer acknowledges that the use of healthcare services by Members involves inherent risks, including but not limited to adverse clinical outcomes, medication reactions, treatment complications, and provider errors. Employer, on behalf of itself and all enrolled employees, expressly assumes all such risks and agrees that HealthPass Parties bear no responsibility for any such outcomes.

6.5 Limitation of Liability. To the fullest extent permitted by applicable law, in no event shall HealthPass Parties be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind or nature, including but not limited to lost revenue, lost profits, loss of business opportunity, loss of data, loss of goodwill, or business interruption, arising out of or related to this Agreement or the HealthPass program, even if HealthPass has been advised of the possibility of such damages and regardless of the theory of liability asserted. HealthPass Parties' total cumulative aggregate liability to Employer and all enrolled employees under this Agreement shall not exceed the lesser of: (i) the total fees actually paid by Employer to HealthPass in the three (3) calendar months immediately preceding the event giving rise to the claim; or (ii) five hundred dollars ($500.00). This limitation applies to all claims in the aggregate, not per claim.

7. Intellectual Property

All trademarks, service marks, logos, trade names, platform technology, software, content, program materials, fee schedules, provider directories, and other intellectual property owned or licensed by HealthPass (collectively, "HealthPass IP") are and shall remain the exclusive property of HealthPass and Legacy Health Network IPA. Employer is granted a limited, non-exclusive, non-transferable, revocable license to use HealthPass IP solely for the purpose of communicating HealthPass benefits to eligible employees during the term of this Agreement. Employer shall not reproduce, modify, sublicense, distribute, reverse engineer, or otherwise exploit HealthPass IP without prior written consent. All goodwill arising from Employer's use of HealthPass IP shall inure exclusively to the benefit of HealthPass. Upon termination of this Agreement, Employer's license to use HealthPass IP shall immediately and automatically terminate.

8. Confidentiality

Each party agrees to hold in strict confidence and not to disclose to any third party any non-public business information, pricing data, fee schedules, provider terms, technology, processes, member data, or other proprietary or confidential information ("Confidential Information") of the other party disclosed in connection with this Agreement, without prior written consent, except as required by law or court order. Employer specifically agrees to maintain the strict confidentiality of all HealthPass fee schedules, network pricing, provider agreements, and platform architecture, and shall not share such information with any competing benefit platform, insurance carrier, third-party administrator, or other commercial competitor of HealthPass. Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five (5) years. Breach of this Section shall entitle HealthPass to seek immediate injunctive relief without bond in addition to all other available remedies.

9. HIPAA, Privacy, and Data Security

Employer acknowledges that HealthPass may collect, process, and store personally identifiable information and protected health information ("PHI") of Members solely for the purpose of administering membership benefits, verifying eligibility, and facilitating provider access. HealthPass shall maintain commercially reasonable administrative, technical, and physical safeguards in accordance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and their implementing regulations. Employer shall not transmit PHI, sensitive personal information, or employee medical records to HealthPass except as expressly and minimally required for enrollment and administration purposes, and shall ensure that all such transmissions comply with applicable federal and state privacy laws. Employer shall execute any Business Associate Agreement required by HealthPass prior to the transmission of any PHI. In the event of a data breach involving employee information attributable to Employer's systems, networks, or personnel, Employer shall bear full responsibility for all notification costs, regulatory penalties, and related liabilities.

10. Representations and Warranties

Employer represents, warrants, and covenants, as of the Effective Date and on a continuing basis throughout the term of this Agreement, that: (a) Employer is duly organized, validly existing, and in good standing under the laws of its state of organization; (b) Employer has full legal power and authority to enter into, execute, and perform its obligations under this Agreement; (c) the individual executing this Agreement on behalf of Employer is duly authorized by all necessary corporate, organizational, or governmental action to bind Employer to the terms hereof; (d) the execution and performance of this Agreement does not violate, conflict with, or result in a breach of any other agreement, obligation, order, judgment, or law to which Employer is subject; (e) Employer will at all times comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with the offering, administration, and termination of HealthPass benefits; (f) all information provided to HealthPass in connection with enrollment, billing, and member management is and will remain true, accurate, current, and complete; and (g) Employer is not subject to any bankruptcy, insolvency, receivership, or similar proceeding as of the Effective Date.

11. Dispute Resolution and Governing Law

This Agreement shall be governed exclusively by and construed in accordance with the laws of the State of Oregon, without regard to any conflict of law principles that would require application of the laws of any other jurisdiction. ANY AND ALL disputes, claims, controversies, or causes of action arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively and finally by binding individual arbitration administered in Jackson County, Medford, Oregon, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect, except as otherwise modified herein. The arbitration shall be conducted before a single neutral arbitrator with experience in commercial contract disputes. The arbitrator's award shall be final, binding, and non-appealable, and may be entered and enforced as a judgment in any court of competent jurisdiction. EMPLOYER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION OR CLASS-WIDE ARBITRATION with respect to any dispute arising under this Agreement. Each party shall bear its own attorneys' fees and costs in arbitration, except that if the arbitrator finds that a claim was brought in bad faith or for an improper purpose, the arbitrator may award attorneys' fees and costs to the prevailing party. Notwithstanding the foregoing, HealthPass expressly reserves the right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction, without posting bond, to protect its intellectual property, confidential information, or other proprietary rights, and such action shall not constitute a waiver of arbitration rights with respect to any other claims.

12. Amendments and Modifications

HealthPass reserves the right to amend, modify, or update the terms of this Agreement, fee schedules, service offerings, and program rules at any time upon thirty (30) days' prior written notice to Employer via email or postal mail. Employer's continued participation in the HealthPass program following the expiration of such thirty (30) day notice period shall constitute Employer's unconditional acceptance of all amended terms. No amendment proposed by Employer shall be binding on HealthPass unless accepted in writing by an authorized officer of HealthPass. No course of dealing, course of performance, or oral understanding between the parties shall modify the terms of this Agreement.

13. Entire Agreement and Severability

This Agreement, together with the enrollment form and any addenda or amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations, warranties, and understandings, whether oral or written, relating to the same subject matter. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, void, unenforceable, or contrary to law, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect without impairment. The failure of either party to enforce any right or provision of this Agreement on any occasion shall not constitute a present or future waiver of such right or provision, nor shall it limit such party's right to enforce such right or provision in the future.

14. Force Majeure

HealthPass shall not be liable to Employer for any delay, interruption, or failure in the performance of its obligations under this Agreement to the extent such delay or failure results from causes beyond HealthPass's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, governmental action or regulation, labor disputes, cyberattacks, provider network disruptions, or failures of third-party technology infrastructure. HealthPass shall notify Employer promptly of any such force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.

15. Assignment

Employer may not assign, transfer, delegate, or sublicense any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of HealthPass, which may be withheld in HealthPass's sole discretion. Any attempted assignment in violation of this Section shall be null and void. HealthPass may freely assign this Agreement, in whole or in part, in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, without Employer's consent.

16. Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be delivered to:

HealthPass by Legacy Health Network

891 O'Hare Parkway, Medford, Oregon 97504

Phone: 541-500-8555

Email: info@healthpassbylegacy.com

17. Survival

The following provisions shall survive the expiration or termination of this Agreement: Section 6 (Indemnification, Hold Harmless, and Release), Section 7 (Intellectual Property), Section 8 (Confidentiality), Section 11 (Dispute Resolution and Governing Law), Section 13 (Entire Agreement and Severability), and any other provisions that by their nature are intended to survive termination.