HEARTFELT MEMORIAL FUNERAL HOME INTERFACE
CLIENT AGREEMENT

1. Definitions.

“Heartfelt Memorial Network” means the proprietary Heartfelt Memorial online reservation network (or any successor network) consisting of Heartfelt Memorial.com and any other websites, wireless platforms or applications owned or operated (in whole or in part) by Heartfelt Memorial or its affiliates, and any third party partner websites, platforms or services in relation to which Heartfelt Memorial or its affiliates enter into agreements from time to time.

“Heartfelt Memorial System” or “The Funeral Home Interface” means Heartfelt Memorial’s system that enables reservations with respect to each Allowed Funeral Home subject to this Agreement, as made available through: (a) the Allowed Funeral Home-facing features and functionality of the Heartfelt Memorial Network, and (b) the Heartfelt Memorial Software.

“Heartfelt Memorial Software” means the object code version of Heartfelt Memorial’s proprietary software provided to Client, which may consist of one or more applications or modules and may include desktop, mobile or other software, and any updates thereto as may be provided by Heartfelt Memorial.

2. Licenses and Support.

2.1. Heartfelt Memorial System License.

• 2.1.1. License Grant. Subject to the terms and conditions of this Agreement, Heartfelt Memorial hereby grants Client a non-exclusive, nontransferable, non-sublicensable, revocable license to use the Heartfelt Memorial System during the applicable Allowed Funeral Home Term, but only in connection with the applicable Allowed Funeral Home’s authorized access to and promotion on the Heartfelt Memorial Network at such Allowed Funeral Home.
• 2.1.2. Restrictions. Client agrees not to permit any third party to: (a) copy, modify or make derivatives of, reverse engineer, disassemble, decompile or otherwise attempt to discover any portion of the source code or trade secrets of the Heartfelt Memorial System (except to the extent such prohibition on reverse engineering is prohibited by law, and then only upon advance notice to Heartfelt Memorial); (b) distribute, sell, sublicense, rent, or lease the Heartfelt Memorial System, or otherwise provide third parties with use of the Heartfelt Memorial System; (c) remove, obscure or alter any notice of any copyright, trademark, patent or other proprietary right related to the Heartfelt Memorial System; (d) publicly disseminate performance information or analysis regarding the Heartfelt Memorial System; (e) use any deep-link, robot, spider, scraper or other automatic or manual device, process or means to access, copy, search or monitor any portion of the. Heartfelt Memorial System, except as expressly authorized by Heartfelt Memorial; (f) take any action that imposes or may impose (in Heartfelt Memorial’s sole determination) an unreasonable or a disproportionately large load on the Heartfelt Memorial System; (g) utilize any device, software or routine that will interfere or attempt to interfere with the functionality of the Heartfelt Memorial System; (h) use any portion of the Heartfelt Memorial System to provide, or incorporate any portion of the foregoing into, any product or service provided to a third party; or (i) use the Heartfelt Memorial System except as expressly permitted hereunder. For clarity, this Agreement does not grant Client any rights to access or use any Heartfelt Memorial system, websites or data other than the Heartfelt Memorial System and Heartfelt Memorial Data as expressly permitted hereunder.
• 2.1.3. Heartfelt Memorial EULAs. Certain Heartfelt Memorial Software may be provided with an End User License Agreement that applies specifically to such software (“Heartfelt Memorial EULA”). Client hereby agrees to any such Heartfelt Memorial EULA designated by Heartfelt Memorial at or prior to the time of the Effective Date of this Agreement. Any Heartfelt Memorial EULA will apply solely in relation to Client’s use of the Heartfelt Memorial Software itself except as expressly provided therein. In the event of any conflict between this Agreement and any Heartfelt Memorial EULA, the Heartfelt Memorial EULA will control solely with respect to its subject matter and this Agreement will control in all other cases.

2.2. Setup, Training and Support. Heartfelt Memorial will provide setup, training and support services for the Heartfelt Memorial System in accordance with its standard internal policies and as further described in Article II Service Policy, below, which shall be offered at no additional cost to Client, however, Heartfelt Memorial reserves the right to charge a fee at any time, solely determined by Heartfelt Memorial. Client may use deliverables or work product provided by or on behalf of Heartfelt Memorial in connection with such services (“Deliverables”) solely in support of Client’s permitted use of the Heartfelt Memorial System and subject to the same terms and conditions as apply to the Heartfelt Memorial System hereunder.

2.3. Promotion and Online Reservations; Use of Client Listing Materials. Heartfelt Memorial will place listings for Client’s Allowed Funeral Home(s) on the Heartfelt Memorial Network and will allow users of the Heartfelt Memorial Network (“Users”) to make online reservations at the Allowed Funeral Home(s). During the applicable Allowed Funeral Home Term(s) Client hereby grants Heartfelt Memorial a non-exclusive license allowing Heartfelt Memorial to copy, distribute, publicly display and perform, and reformat Client Listing Materials for purposes of promoting and making available reservations for Client’s Allowed Funeral Homes that are on the Heartfelt Memorial Network. All goodwill arising from use of Client Listing Materials will inure to the benefit of Client. “Client Listing Materials” means trademarks, trade names, business names, logos, descriptions, funeral service offerings and/or photographs of Client’s Allowed Funeral Home(s).

2.4. Data. During the applicable Allowed Funeral Home Term, Heartfelt Memorial will provide Client with certain Heartfelt Memorial Data as permitted under Heartfelt Memorial’s then-current Heartfelt Memorial Privacy Policy (currently located at www.heartfeltmemorial.com) (the “Heartfelt Memorial Privacy Policy”). Subject to the terms and conditions of this Agreement (including the representations and warranties in Section 4.4 (Representations and Warranties), Client may use such Heartfelt Memorial Data as Heartfelt Memorial may provide for its lawful business purposes. “Heartfelt Memorial Data” means data related to Users and Users’ reservations at Client’s Allowed Funeral Homes that Heartfelt Memorial makes available to Client through the Heartfelt Memorial System. Subject to the terms and conditions of this Agreement, Heartfelt Memorial may use any Client Data provided by Client for Heartfelt Memorial’s lawful business purposes. “Client Data” means Allowed Funeral Home schematic information, reservation information and similar data submitted by Client to the Heartfelt Memorial System, but excluding Heartfelt Memorial Data. As between the parties, Client shall retain all right, title and interest (including any and all intellectual property rights) in and to the Client Data as provided to Heartfelt Memorial. During the thirty (30) day period after the Term ends, provided that Client is current in all payments, Client will have the opportunity to request that Heartfelt Memorial export or download for Client the Client Data and Heartfelt Memorial Data in Client’s account of the Heartfelt Memorial System. Client shall maintain industry standard operational, physical, and technical safeguards for protection of the confidentiality, integrity, and availability of the User Data and Client will comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”), as well as all other Heartfelt Memorial data, and/or User Data and data privacy with respect to any such data that Client receives or has access to under this Agreement or in connection with the performance of any Client services. Client will otherwise protect PII as well as all other Heartfelt Memorial data and/or User Data (including but not limited to data as described in Section 10 if this Agreement) and will not use, disclose, or transfer any of the above outside the continental United States.

2.5. Hosting and Scheduling. Heartfelt Memorial shall solely be responsible for the hosting of the reservation site and the facilitation of any reservations or scheduling of the services. Heartfelt Memorial makes no guarantees or representations as to the efficacy of any reservation made through the system.

3. Client’s Obligations.

3.1. Registration and Login Information; Responsibility for Authorized Users. All information Client provides to Heartfelt Memorial to establish or maintain its Heartfelt Memorial System account must be true, accurate, current and complete. Such information includes but is not limited to: (i) real time updates to Client’s calendar and scheduled funerals or memorials on the Heartfelt Memorial System, (ii) physical address, (iii) email address, (iv) phone number, and (v) other information as Heartfelt Memorial may reasonably request. Client will limit use of the Heartfelt Memorial System to its authorized employees, or third party authorized users (who have been identified to and approved by Heartfelt Memorial) acting on behalf of the Client (each an “Authorized User”) to support its authorized use of the Heartfelt Memorial System, be responsible for each Authorized User’s compliance with this Agreement and not grant access to the Heartfelt Memorial System to any additional third party. Client must require its Authorized Users to keep all login and password information for the Heartfelt Memorial System strictly confidential and not share such information with any unauthorized person. Client will be responsible for all actions taken through Client’s account for the Heartfelt Memorial System, and Client agrees to immediately notify Heartfelt Memorial of any unauthorized use of its account or any other breach of security related to its use of the Heartfelt Memorial System.

3.2. Heartfelt Memorial Service Policy; Online Reservations. Client agrees to the Heartfelt Memorial Service Policy in Part 2. Client agrees to accept online reservations processed through the Heartfelt Memorial Network and honor those reservations in accordance with the Client Responsibilities provisions in Part 2.

3.3. Client Responsibilities for Heartfelt Memorial System. Client shall be fully responsible for any loss or damage that occurs to the Heartfelt Memorial System while in Client’s possession and agrees to take reasonable steps to protect the Heartfelt Memorial System from theft, damage, deterioration or loss.

3.4. Representations and Warranties. Client represents, warrants and covenants to Heartfelt Memorial that (a) it has the requisite right, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been accepted by Client and constitutes a legally valid and binding obligation of Client, enforceable against Client in accordance with its terms; (c) Client owns or controls the Allowed Funeral Home(s) and shall be responsible for the Allowed Funeral Home(s)’ compliance with this Agreement; (d) in its access or use of the Heartfelt Memorial System and access or use of the Heartfelt Memorial Data, Client will comply with all applicable foreign, federal, state and local laws and regulations , including without limitation laws relating to access, transfer, sales or use of data, including personal data, the CAN- SPAM Act of 2003 and the Telephone Consumer Protection Act of 1991 (collectively, “Laws”), Client’s applicable privacy policy and the Heartfelt Memorial Privacy Policy; (e) to the extent Client shares or provides any Heartfelt Memorial Data to any Third Party Recipient, Client shall remain responsible for such Third Party Recipient’s use of such data in accordance with this Agreement; (f) Client has all necessary rights, consents and permissions to Client Listing Materials and to provide all Client Data and Client Listing Materials to Heartfelt Memorial and grant the rights granted by Client herein, and the exercise of Heartfelt Memorial’s rights to Client Data and Client Listing Materials as contemplated herein will not violate or infringe any Laws, third party intellectual property right, right of privacy or right of publicity or any applicable privacy policy of Client and (g) Client is currently in compliance with all federal, state, and local laws as they pertain to the funeral home services business (the “Funeral Home Laws”) and shall throughout the term of this Agreement maintain such compliance and in the event of noncompliance with the Funeral Home Laws by Client, Client shall notify Heartfelt Memorial of such noncompliance within 3 business days.

4. Indemnity by Client. Client will indemnify, defend (at Heartfelt Memorial’s option) and hold harmless Heartfelt Memorial, its affiliates and their respective employees, directors, officers, employees, representatives and agents (“Heartfelt Memorial Indemnified Parties”) (including, but not limited to, court costs and reasonable attorneys’ fees and costs) from and against any claim brought or threatened by a third party arising from:

5.Payment. Client and Heartfelt Memorial agree that each party shall be responsible for collecting any and all fees attributable to the services the respective party is performing, directly from the User and not from the other party. For the avoidance of doubt, Heartfelt Memorial will be charging the User a three hundred and 00/100 dollars ($300.00) reservation fee (the “Reservation Fee”), which is the responsibility of Heartfelt Memorial to collect. The Reservation Fee will reduce the total dollar amount owed to Client by User, dollar for dollar (e.g. if the overall cost of the funeral is $7,500 the Client is entitled to charge the User $7,200, the total minus the Reservation Fee), collection of the remainder of the funeral costs will be the responsibility of Client.

5.1. Taxes. Client acknowledges and agrees that all applicable taxes associated with the Heartfelt Memorial System and the use thereof, and any other services sold or provided by Heartfelt Memorial hereunder, with the exception of income taxes, will be the sole responsibility of Client and billed in addition to any other fees due Heartfelt Memorial. Client must pay any applicable taxes upon presentation of an appropriate invoice. In addition, Client agrees to pay, and to indemnify and hold Heartfelt Memorial harmless from, any sales, use, excise, import or export, value added or similar tax or duty not based on Heartfelt Memorial’s income, as well as the collection or withholding thereof, including penalties and interest, and all government permit or license fees and all customs and similar fees levied upon the delivery of the Heartfelt Memorial System(s) and the use thereof, and any other services sold or provided by Heartfelt Memorial under the Agreement, and any costs associated with the collection of any of the foregoing items.

6. Ownership. Heartfelt Memorial is, and will remain, the owner of the Heartfelt Memorial System, Heartfelt Memorial Network, Heartfelt Memorial Data, any aggregate data based on Client Data that does not contain personally identifiable or Client specific information, Usage Information (as defined below), all Deliverables and any other data as may be collected through the Heartfelt Memorial Network, any modifications, improvements or derivative works of the foregoing (including as may incorporate Feedback, as defined below), and all patents, copyrights, trademarks, service marks, trade secrets and other proprietary or intellectual property rights, whether registered, unregistered, known or unknown, associated with any of the foregoing (“Heartfelt Memorial Technology”). Nothing herein limits Heartfelt Memorial’s use of the Heartfelt Memorial Technology in any manner. Client will take such actions as Heartfelt Memorial may reasonably request to confirm Heartfelt Memorial’s ownership of the Heartfelt Memorial Technology. Except as expressly provided in this Agreement, no right, title or interest therein or thereto will be transferred to Client hereunder, irrespective of any use of the words “purchase”, “sale” or any similar terms. Client, from time to time, may submit comments, information, questions, data, ideas, description of processes, or other information to Heartfelt Memorial (“Feedback”). Heartfelt Memorial may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. Client further agrees that Heartfelt Memorial may collect usage and technical information regarding Client’s use of the Heartfelt Memorial System, including without limitation Client’s IP address and approximate geographic location, hardware and device information (e.g. carrier, operating system and type) and records regarding features of the Heartfelt Memorial System used and session length (“Usage Information”) and may use Usage Information for any lawful business purpose.

7. Term; Termination.

7.1. Term. The term of this Agreement commences on the Effective Date and, unless terminated earlier as expressly provided herein, shall continue until the end of all Allowed Funeral Home Term(s) (as defined below) (the “Term”). Each Allowed Funeral Home shall be subject to this Agreement beginning on the date a Allowed Funeral Home is added to this Agreement through an amendment naming such funeral home as an Allowed Funeral Home until the date that is twelve (12) months after the date the Heartfelt Memorial System is setup at such Allowed Funeral Home (each, an “Allowed Funeral Home Initial Term”). Upon the expiration of the applicable Allowed Funeral Home Initial Term, the Agreement shall automatically renew with respect to the applicable Allowed Funeral Home for additional twelve (12) month periods until either party provides the other party with at least thirty (30) days prior written notice of termination of this Agreement or that such Allowed Funeral Home shall no longer be subject to this Agreement (each renewal period, an “Allowed Funeral Home Renewal Term” and together with the applicable Allowed Funeral Home Initial Term, the “Allowed Funeral Home Term”).

7.2. Termination. If Client wishes to terminate this Agreement or requests that an Allowed Funeral Home no longer be subject to this Agreement without Cause (as defined below) prior to the end of any applicable Allowed Funeral Home Initial Term, Client may do so, provided Client provides thirty (30) days prior written notice to Heartfelt Memorial, and Client pays, within such thirty (30) day period, and with respect to each Allowed Funeral Home which would no longer be subject to this Agreement, all remaining monthly fees applicable to any remaining portion of any Allowed Funeral Home Initial Term applicable to such Allowed Funeral Home(s). Either party may terminate this Agreement immediately by giving the other party written notice of termination in the event that the other party: (a) becomes insolvent; (b) files a petition in bankruptcy or any other law for the relief of, or relating to, debtors; (c) makes an assignment for the benefit of its creditors; (d) ceases to carry on its business or passes a resolution for its liquidation, dissolution or winding up; or (e) breaches any of its obligations under this Agreement in any material respect, which breach is not cured within thirty (30) days after the breaching party receives written notice of such breach from the non-breaching party (each such event shall constitute “Cause”). Without limiting the foregoing, in the event that Client has failed to pay any amount due hereunder within thirty (30) days following the due date for such payment, Heartfelt Memorial may immediately terminate this Agreement. Notwithstanding anything to the contrary in this Agreement, Heartfelt Memorial may suspend use of The Funeral Home Interface or terminate this Agreement immediately if Heartfelt Memorial determines such action is necessary in order to comply with Laws or determines that continuing under this Agreement could result in legal or business liability or cause material harm to its products, services, reputation or Users.

7.3. Cancellation Prior to Setup. If Client wishes to cancel or reschedule setup of the Heartfelt Memorial System, Client must notify Heartfelt Memorial seven (7) days before the agreed upon setup date.

7.4. Effect of Termination. Upon the expiration or termination of the Agreement for any reason: (a) the license(s) to the Heartfelt Memorial System granted by Heartfelt Memorial to Client hereunder will immediately terminate; (b) Client will delete any login and password information for all components of the Heartfelt Memorial System; (c) the rights and obligations of the parties under Sections 3 (Data), 5 (Indemnity by Client), 6 (Payment; inclusive of all subsections), 7 (Ownership), 8.4 (Effect of Termination), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Confidentiality), 12 (Indemnity by Heartfelt Memorial), and 13 (General) will survive such expiration or termination; and (e) any amounts still due to Heartfelt Memorial shall be immediately due and payable and continue to bear interest in accordance with Section 6.1.

8. Warranty Disclaimer. THE HEARTFELT MEMORIAL SYSTEM, HEARTFELT MEMORIAL NETWORK AND ANY DELIVERABLES OR SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HEARTFELT MEMORIAL MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO USER DATA, THAT THERE WILL EVER BE A FUNERAL BOOKED, THE HEARTFELT MEMORIAL SYSTEM, THE HEARTFELT MEMORIAL NETWORK, DELIVERABLES OR SERVICES, AND HEARTFELT MEMORIAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE HEARTFELT MEMORIAL SYSTEM, THE HEARTFELT MEMORIAL NETWORK AND ALL DELIVERABLES OR SERVICES (INCLUDING WITHOUT LIMITATION THOSE RELATED TO SETUP, CONNECTIVITY AND WIRING) PROVIDED HEREUNDER BY HEARTFELT MEMORIAL OR ANY THIRD PARTY VENDOR SELECTED BY HEARTFELT MEMORIAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE , COURSE OF DEALING OR USAGE OF TRADE. HEARTFELT MEMORIAL DOES NOT WARRANT THAT CLIENTS USE OF THE HEARTFELT MEMORIAL SYSTEM OR HEARTFELT MEMORIAL NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE, THAT HEARTFELT MEMORIAL WILL REVIEW THE CLIENT DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CLIENT DATA WITHOUT LOSS. HEARTFELT MEMORIAL SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF HEARTFELT MEMORIAL.

9. Limitation of Liability. HEARTFELT MEMORIAL WILL NOT BE LIABLE TO CLIENT FOR (1) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR (2) ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE ARISING OUT OF THIS AGREEMENT. IN NO EVENT WILL HEARTFELT MEMORIAL’S CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY RELATED CAUSE OF ACTION, EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO HEARTFELT MEMORIAL UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE INITIAL CLAIM FOR WHICH DAMAGES ARE RECOVERED HEREUNDER. CLIENT UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. IN NO INSTANCE SHALL HEARTFELT MEMORIAL BE LIABLE FOR MORE THAN THE AMOUNT RECEIVED BY HEARTFELT MEMORIAL FROM AN INDIVIDUAL USER. FURTHERMORE, IT IS EXPRESSLY UNDERSTOOD THAT CLIENT ACCEPTS ALL RISKS AND LIABILITIES AS IT PERTAINS TO THEIR RECEIPT OF PAYMENT FROM ANY USER. The parties agree that the limitations specified in Section 9 (Warranty Disclaimer) and this Section 10 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

10. Confidentiality. Any confidential or proprietary information of either party, whether of a technical, business or other nature, including, but not limited to trade secrets, know-how, technology and information relating to customers, business plans, promotional and marketing activities, finances and other business affairs, (collectively, “Confidential Information”) disclosed to the recipient party by the disclosing party in connection with this Agreement will be treated by the recipient party as confidential and proprietary, provided that it is marked at time of disclosure as confidential or proprietary or is of such a nature that a reasonable business person would consider it confidential or proprietary. The terms and conditions of this Agreement (including, without limitation, pricing), the Heartfelt Memorial Technology, and any performance information regarding the Heartfelt Memorial System or Heartfelt Memorial Network are all deemed Confidential Information of Heartfelt Memorial. Unless specifically authorized by the disclosing party or in order to exercise its rights under this Agreement, the recipient party will: (a) not disclose such Confidential Information to any third party (other than as set forth in this Section, below); and (b) otherwise use reasonable precautions to protect such Confidential Information from unauthorized use and disclosure, including, without limitation, all precautions it uses to protect its own Confidential Information of a similar nature. Without limiting the express restrictions in this Agreement, including under Sections 4.1 (Registration and Login Information; Responsibility for Authorized Users) and 2.1.2 (Restrictions), any employee, contractor, agent or advisor given access to any Confidential Information must have a legitimate “need to know” in order to perform a party’s obligations or exercise its rights under this Agreement and the recipient party shall remain responsible for each such person’s compliance with the terms of this Agreement. The obligations set forth in this paragraph will not apply to any information that: (i) was already known to the recipient party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the recipient party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the recipient party in breach of this Agreement; (iv) was disclosed to the recipient party, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; or (v) was developed independently by the recipient party without any use of Confidential Information. Notwithstanding the foregoing, the recipient party may make disclosures to the extent required by Law, rule, stock exchange rule, subpoena, governmental proceeding or court order; provided that recipient party shall: (i) give disclosing party prompt notice of such required disclosure prior to disclosure; (ii) cooperate with disclosing party in the event that it elects to contest such disclosure or seek a protective order with respect thereto; and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the required disclosure.

11. General.

11.1. Governing Law. This Agreement will be construed in accordance with the laws of the State of Illinois, USA without reference to its choice of law provisions. The Federal and State courts located in the County of Cook, Illinois will be the exclusive venue for any claim or dispute between the parties or against any agent, employee, successor, or assign of the other, whether related to this Agreement or otherwise and the parties hereby consent to the personal jurisdiction of those courts for such purposes. The prevailing party in any dispute under this Agreement will be entitled to its costs and reasonable attorneys’ fees.

11.2. Nonexclusivity. Client understands that Heartfelt Memorial may perform similar services for other clients.

11.3. Force Majeure. Heartfelt Memorial will not be liable to Client in any way whatsoever for any failure or delay in performance of any of its obligations under this Agreement arising out of any event or circumstance beyond the reasonable control of Heartfelt Memorial.

11.4. Other. The parties are independent contractors. Nothing in this Agreement will be construed to create any joint venture. partnership, franchise, or agency relationship between the Parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other party in any way. Neither this Agreement nor any rights and/or obligations hereunder (including, without limitation, the licenses granted hereunder) may be assigned, sold, transferred or delegated by Client without the prior written consent of Heartfelt Memorial and any attempt to do so shall be null and void from the beginning. In the event that Client wishes to assign, sell, transfer or delegate (each, “Assign”) this Agreement to another party, Client must request such consent from Heartfelt Memorial at least fourteen (14) days prior to such assignment, sale, transfer or delegation (each, an “Assignment”). No Assignment will relieve Client of its payment obligations incurred prior to the date of the Assignment. For the avoidance doubt, Heartfelt Memorial may Assign (whether by merger, operation of law or otherwise) this Agreement or any or all of its rights and/or obligations hereunder (including, without limitation, the licenses granted hereunder) at its sole discretion. All rights, benefits and protections of Heartfelt Memorial under this Agreement also extend to all Heartfelt Memorial affiliates. Heartfelt Memorial shall be solely responsible for all of its obligations under this Agreement.

11.5. Notices. Except where another notice process is permitted herein (including in Section 13.8 (Changes to Agreement)), all notices required or permitted to be given under this Agreement must be sent to Client at any one of Client’s addresses, facsimile numbers, or email addresses that have been provided to Heartfelt Memorial and to Heartfelt Memorial at 1347 Clavey Lane, Gurnee, IL 60031 Email: heartfeltmemorial@gmail.com, and will be deemed effectively given: (a) upon delivery when personally delivered against receipt therefor; (b) upon delivery when sent by certified mail, postage prepaid, and return receipt requested; (c) upon transmission when transmitted by facsimile or other electronic transmission; or (d) upon delivery when sent by a nationally recognized overnight service with delivery confirmation.

11.6. No Waiver; Severability. The failure of either party to insist upon or to enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement, will not be interpreted or construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance. If any provision of this Agreement shall be judged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

11.7. Headings; Construction. The headings to the clauses, sub-clause and parts of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted the Agreement or any provision thereof.

11.8. Entire Agreement. Subject to Section 2.1.3 (Heartfelt Memorial EULAs), this Agreement (including, without limitation, Parts 1 and 2), payment instructions provided pursuant to Section 6 (which are incorporated by this reference) sets forth the entire agreement, and supersedes any and all prior agreements, between the parties with respect to the subject matter hereof. No provision of any purchase order or other business form employed by Client will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

11.9. Changes to Agreement. Subject to the specific terms for pricing modifications in Section 6 (Payment) above, Heartfelt Memorial may modify this Agreement from time to time and will provide reasonable notice of such modifications through the Heartfelt Memorial website, email or other means as determined by Heartfelt Memorial. As specified by Heartfelt Memorial, some modifications may become effective upon the start of the next Allowed Funeral Home Renewal Term for each applicable Allowed Funeral Home. Alternatively, Heartfelt Memorial may specify that a modification will become effective, following a reasonable notice period, during Client’s then-current Allowed Funeral Home Term; in this case, if Client does not agree to the modifications, Client’s exclusive remedy will be to provide Heartfelt Memorial with notice of termination of this Agreement (which notice must be given prior to the effective date of the modification specified by Heartfelt Memorial) and to receive a refund from Heartfelt Memorial of any unused fees prepaid by Client for the terminated period of the then-current Allowed Funeral Home Term. Client may be required to click to accept the modified terms in order to continue using the Heartfelt Memorial System, and in any event continued use of the Heartfelt Memorial System after the effective date of the modification will constitute Client’s acceptance of the modified terms. For new Allowed Funeral Homes added to this Agreement, the version of this Agreement in effect at the time such new Allowed Funeral Home is added to the Agreement, shall apply.

11.10. Export Compliance. Client acknowledges that the Heartfelt Memorial Software is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Client shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Heartfelt Memorial Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Client agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

11.11. Third-Party Code. The Heartfelt Memorial Software may contain or be provided with components subject to the terms and conditions of “open source” software licenses (“Open Source Software”). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

A Heartfelt Memorial Project Coordinator will walk Client through the setup and activation process.

Services included with the Setup and Activation:

The following are not provided by Heartfelt Memorial and are solely the responsibility of Client:

Client understands and agrees that Heartfelt Memorial is not and will not be responsible for the installation, configuration, maintenance, or troubleshooting of any wireless solution including, but not limited to, computers (desktop, laptop, netbook, or tablet), bridges, routers, and access points. Client shall provide its own technical support for any wireless solution. Client is responsible for ensuring that any wireless solution is secure. When configuring any wireless solution, Heartfelt Memorial recommends that the broadcast of the service set identifier is disabled and that access to any wireless solution is restricted using the media access control address. Client agrees to use encryption protocols (WPA2 recommended) to secure any wireless solution.

An Internet connection (“Connectivity”) is necessary for consistent synchronization between the device(s) at any Allowed Funeral Home and the Heartfelt Memorial data center. Client is responsible for obtaining Connectivity from an Internet service provider. Client understands that although the Heartfelt Memorial System may be used in an offline mode, it is the Client’s responsibility to restore Connectivity to synchronize with the Heartfelt Memorial data center. Client understands that online reservations will continue to be made even when running in an offline mode. It is the Client’s responsibility to notify Heartfelt Memorial support if online reservations need to be temporarily halted because the Client has lost Connectivity and cannot accommodate online reservations.

Client agrees to fully comply with Heartfelt Memorial’s current Internet Connection Requirements in order to ensure a proper connection to the Heartfelt Memorial Network and for efficient support. If Heartfelt Memorial is required to assist in either the installation or troubleshooting of Internet Connectivity, Client will incur an additional fee for this work at an hourly rate specified.

Client agrees to be connected to the Internet and accept online reservations. If Client fails to implement Connectivity and/or accept online reservations, Client will be subject to the following charges:

Client acknowledges and agrees that Heartfelt Memorial System(s) may have technical restrictions as communicated by Heartfelt Memorial from time to time.

Heartfelt Memorial depends on Client cooperation to enable us to provide the best possible service. To that end, Client specifically agrees to: