Last Revised: March 18, 2026
This SaaS Services Agreement (“Agreement”) is made and entered into between Everlance, Inc. (“Everlance”) and the Customer identified in the Order Form that references this Agreement. This Agreement is incorporated into any Order Form that references it.
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BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH CONTAIN, AMONG OTHER THINGS, WARRANTY DISCLAIMERS, LIABILITY LIMITATIONS, AND USE LIMITATIONS. IF CUSTOMRE IS ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH OTHER LEGAL ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL ALSO REFER TO SUCH OTHER LEGAL ENTITY AND ITS AFFILIATES.  IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, NEITHER CUSTOMER NOR ANY OTHER LEGAL ENTITY OR ITS AFFILIATES ARE AUTHORIZED TO USE THE SERVICES.
This Agreement is effective between Customer and Everlance as of the date Customer executes an Order Form that references this Agreement (the “Effective Date”).
1. SaaS Services and Support
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1.1 Subject to the terms of this Agreement (“Terms”), Everlance will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached as Exhibit B to the Order Form. As part of the registration process, Customer will identify an administrative username and password for Customer’s Everlance account. Everlance reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Everlance will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C to the Order Form.
2. Restrictions and Responsibilities
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Everlance or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Everlance hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
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2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Everlance’s standard published terms, conditions and policies then in effect (collectively, the “Policies”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Everlance against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Services. Although Everlance has no obligation to monitor Customer’s use of the Services, Everlance may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
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2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5 Customer will be responsible for employee and corporate-level compliance under Customer’s selected reimbursement program. Everlance shall make commercially reasonable efforts to notify Customer of potential issues related to non-compliant status. Non-compliant tax liability shall remain the responsibility of Customer.
3. Confidentiality; Proprietary Rights
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). “Confidential Information” means and includes all materials and information provided by a Disclosing Party to a Receiving Party that Receiving Party should reasonably know is confidential at the time of its disclosure, including, non-public data provided by Customer to Everlance to enable provision of the services (“Customer Data”), Everlance Materials (as defined below), any unique user identifiers and passwords provided to Customer to access and use the Services, information relating to pre-release offerings, business plans, proposed or actual pricing, products, policies, procedures, inventions, trade secrets, patents, and know-how of the Disclosing Party. Confidential Information of Everlance includes non-public information regarding features, functionality and performance of the Service. “Confidential Information” does not include information that Receiving Party can establish: (a) has become publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (b) has been rightfully received by Receiving Party from a third party without confidentiality restrictions; (c) has been independently developed by Receiving Party without use of Disclosing Party’s Confidential Information; (d) is Aggregate Data or a Suggestion; or (e) is known to Receiving Party without any restriction as to use or disclosure prior to first receipt by Receiving Party from Disclosing Party. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, or (ii) required by law, judicial or administrative order, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing in advance of disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
3.2 The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.3 Customer shall own all right, title and interest in and to the Customer Data, as well as well as the resulting Customer-specific output that is generated by the Everlance Services when processing Customer Data and provided by Everlance to Customer as set forth on an applicable Order Form.
3.4 Everlance shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) the Everlance Materials, and (d) all intellectual property rights related to any of the foregoing.
3.5 “Everlance Materials” means Everlance’s methodologies and proprietary components of the Services, including, without limitation, as applicable, reimbursement rates and/or reports, the methods used in reimbursement studies and calculations, Aggregate Data, Suggestions, expense optimization analysis and management, business methods, data inputs and algorithms contained therein, formulas, studies for specific vehicles or devices, and information about how reimbursement calculations and expense optimization analyses are performed. “Aggregate Data” means de-identified, anonymous data in the form of summary-level information that is derived from Customer Data or otherwise from Everlance’s performance of the Services, which does not identify individual Users or Customer as the source of the information. “Suggestions” means any ideas, improvements, changes, features, functionality, or other ways of delivering the Services that Customer communicates to Everlance.
3.6 Notwithstanding anything to the contrary, Everlance shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Everlance will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Everlance offerings, (ii) aggregate such data, and (iii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. Payment of Fees
4.1 Customer will pay Everlance the then applicable fees described in the Order Form for the initial Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein. The per-unit Fees in each renewal (including auto-renewal) thereafter may increase as set forth in Everlance’s invoice to Customer prior to such applicable renewal term. Everlance reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, days prior notice to Customer (which may be sent by email). Subject to Section 5 below (termination), Customer agrees that this Order Form will automatically renew for subsequent one-year Service Terms at the then-current per-Unit Fees, and shall renew for the number of Users equal to the total invoiced User count for the immediately preceding Service Period, inclusive of Net Adds (as defined in the Order Form).
4.2 If Customer believes that Everlance has billed Customer incorrectly, Customer must contact Everlance no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to request an adjustment or credit, or it shall have waived the right to raise the dispute. Inquiries should be directed to Everlance’s customer support department.
4.3 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Everlance net thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection including attorneys’ fees, and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Everlance’s net income.  All fees, once paid, are non-cancelable, non-refundable, and not subject to set-off.
4.4 Customer will pay the invoice in the manner specified by Company to include ACH, wire    transfer, or check. Company will provide payment instructions to include account number, routing information, and mailing address as appropriate. Company will not accept additional payment methods. Remitting payment in the manner specified by Company is the sole responsibility of the Customer.
5. Term and Termination
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least forty-five (45) days prior to the end of the then-current term.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if upon 30 days written notice to the other party of a material breach, such breach remains uncured at the expiration of the thirty (30) day period. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Everlance will make all Customer Data available to Customer for electronic retrieval for a period of 2 years, but thereafter Everlance may, but is not obligated to, delete stored Customer Data.
5.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
‍6. Warranty and Disclaimer
‍6.1 Everlance shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Everlance or by third-party providers, or because of other causes beyond Everlance’s reasonable control, but Everlance shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT TO THE CONTRARY, EVERLANCE, LICENSORS AND AGENTS REPRESENT THAT THE EVERLANCE’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. EVERLANCE, ITS LICENSORS AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE SERVICES AND/OR THE WEBSITE AND/OR THE MOBILE APPLICATION. EVERLANCE, ITS LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITATION, EVERLANCE DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR SITE AND/OR APPLICATION IS AT YOUR SOLE RISK.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EVERLANCE, ITS LICENSORS AND AGENTS WILL NOT BE LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY SERVICES INTERRUPTIONS, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF EVERLANCE’S OR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE SERVICES OR THE WEBSITE. NOR CAN EVERLANCE OR ITS AFFILIATES, LICENSORS OR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE SERVICES OR THE WEBSITE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT ANY DOWNLOADS OF CONTENT OR MATERIALS RELATED TO THE SERVICES IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO ANY SUCH MATERIALS. IN ADDITION, WE CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER EVERLANCE NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THIS WEBSITE AND/OR APPLICATION.
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7. Indemnity
7.1 Customer will defend, indemnify, and hold Everlance harmless from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to any conduct with respect to the Service or violation (or alleged violation) of these Terms or the rights of any third party by you or any person using Everlance under your account.
7.2 Everlance will defend, indemnify, and hold Customer harmless from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to any conduct with respect to the Service or violation (or alleged violation) of these Terms or the rights of any third party by Everlance or parties under is control.
8. Limitation of Liability Â
8.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR BODILY INJURY OF A PERSON, IN NO EVENT WILL EVERLANCE, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES OR ANY OTHER SERVICE AND CONTENT INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (INCLUDING THIRD PARTY MATERIALS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BY STATUTE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES OR ARE AWARE OF THE POSSIBILITY OF THESE DAMAGES: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EVERLANCE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EVERLANCE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EVERLANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Promotion
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9.1 Customer agrees to allow Everlance to use Customer’s name and logo as an Everlance customer in Everlance’s marketing materials including its website without implying Customer’s endorsement of Everlance or the Service.
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‍10. Miscellaneous
10.1 Severability; Assignment; No Third-Party Beneficiaries. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Everlance’s prior written consent. Everlance may transfer and assign any of its rights and obligations under this Agreement without consent. The parties do not confer any rights or remedies to any person other than the parties to this Agreement and their respective successors and permitted assigns.
10.2 Entire Agreement. This Agreement, together with the Order Form, is the complete and exclusive statement of the mutual understanding of the parties regarding its subject matter and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.  Any terms included in Customer’s administrative systems/processes (including, without limitation, purchase orders or third party tools) that add to or conflict with the Agreement are rejected and deemed null and void, even to the extent Everlance may “sign” or “accept” such terms as required within those systems/processes.  Notwithstanding the foregoing, the Services may include the use of certain products and/or services (e.g., applications for download and use on mobile devices) that have terms of use, privacy statements, or other agreements to which Customer and/or Users are subject to by virtue of their use or that Customer and/or Users must accept as a condition of their use, and Customer and/or Users agree to be bound by such terms.
10.3 Waiver; Relationship of the Parties. All waivers and modifications to this Agreement must be in writing signed by both parties, except as otherwise provided herein. Any delay or failure of a party to exercise a right or remedy under this Agreement or at law will not result in a waiver of that, or any other, right or remedy. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Everlance in any respect whatsoever. Where Everlance makes payments to Users, such payments represent funds owed by Customer to its employees as reimbursement for expenditures incurred by such employee(s) in their discharge of work duties. Everlance’s processing of such funds is offered as a convenience only, and is neither mandatory nor separately compensated. Everlance is not a money transmitter and does not engage in money transmission under state or federal law.
10.4 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices to Everlance shall be delivered to 1 Beacon Street, Floor 15, Boston, Massachusetts, 02108, with a copy to: legal@motus.com. All notices to Customer shall be delivered to the address or email provided in the Order Form.
10.5 Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by the laws of the State of Delaware (except to the extent federal law is controlling) without regard to its conflict of laws provisions. The parties consent to exclusive jurisdiction and venue in the federal or state courts sitting in the State of Delaware that have subject matter jurisdiction over any such dispute. The parties waive all defenses of lack of personal jurisdiction and forum non-conveniens in the federal or state courts sitting in the State of Delaware for litigation regarding such disputes.
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