EULOGY PEN, INC.

TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement ("Agreement") is entered into between Eulogy Pen, Inc., a Tennessee corporation ("Eulogy Pen"), and the Customer ("Customer") of Eulogy Pen's eComm service.

WHEREAS, Eulogy Pen has developed an application program interface (“API”) that and operates with an artificial intelligence (“AI”) vendor (“Vendor”) that produces eulogies for clients of funeral homes, quickly and efficiently, and

WHEREAS, the parties acknowledge and agree that AI is a new technology, that has very broad applications, and

WHEREAS, Customer wishes to have rights to use Eulogy Pen’s API to interface with Vendor’s AI in the specific application (not a broad application) for Customer to create obituaries, memorials and eulogies for its clients under certain terms and conditions, and

WHEREAS, in Eulogy Pen’s agreement with Vendor (“Vendor Agreement”), it must assure its Vendor that Eulogy Pen’s Customer is in compliance with that Vendor Agreement and applicable laws, and

WHEREAS, Eulogy Pen has included in this Agreement and its exhibits all aspects of compliance required between it and Customer that Eulogy Pen has determined are applicable to Eulogy Pen’s API interface with Vendor’s AI for the services offered herein to Customer, and

WHEREAS, Eulogy Pen assures Customer that this Agreement complies with the Vendor Agreement and applicable laws, including indemnifying Customer against any liability that may arise from that assurance,

BE IT RESOLVED AND AGREED UPON, to-wit:

1. One-time Purchases and Subscriptions:
1. Eulogy Pen provides Customers, including one-time purchase customers, with the ability to create online obituaries, memorials, and eulogies with AI writing services.
2. Customers, both on a subscription basis and one-time purchase, are encouraged to have family members review and edit the Content produced to ensure its accuracy.
3. Content may be saved on the website. The Customer may edit and save Content on the website.
2. Subscription Terms:
1. Customers may subscribe on a monthly basis or make one-time purchases.
2. One-time purchase customers own the Content created, and subscription customers may cancel anytime and receive a refund of any pre-paid months except for the month in which the account is canceled.
3. Payment and Subscription Changes:
1. Customers will be charged the applicable fee for the selected service.
2. Eulogy Pen reserves the right to change subscription fees upon no less than thirty (30) days notice to Customer.
4. Content and Compliance:
1. Eulogy Pen reserves the right to remove any Content that may violate the Vendor Agreement.
2. Customers are responsible for ensuring that all information and Content uploaded to the memorial is accurate, complete, and does not infringe on any third-party rights.

Disclaimers:

5. 1. Eulogy Pen's services are provided on an "as is" basis, and the Company makes no warranties, express or implied, regarding the services; including the quality, accuracy or reliability of the services. The services involve new AI technology. The Eulogy Pen Template interfaces with the Vendor’s AI, to produce the Content for the Customer and its client. All Content produced by AI, for Customers using Eulogy Pen’s Template, should be thoroughly reviewed for accuracy. Customers use the services at their own risk.
   2. Eulogy Pen is not responsible for any Content (obituaries, memorials or eulogies) created by Customers and their clients and does not endorse any views expressed by Customers or their clients.
   3. Eulogy Pen does collect and/or store Customer’s Content. The Content created by Customers will be the Customer’s property. Part of Eulogy Pen’s service is storing and managing that Content. Eulogy Pen will not share this Content with any third parties without the Customer's explicit consent. Eulogy Pen will place a time limit on storing the Content, that it will reveal to the Customer. Initially that time limit is 2 years. In the event that time limit is changed, Eulogy Pen will notify the Customer in writing, at least 30 days prior to the deletion of any Content. See attached Additional Terms and Conditions.
6. Cookie Policy.
1. The Eulogy Pen website uses cookies and other tracking technologies solely for the management of the website. The purpose of their use is to improve the Customer’s experience on the website. Eulogy Pen could use cookies for advertising purposes. Eulogy Pen does not use cookies to collect any personally identifiable information about the Customer or the Customer’s clients.
2. By using the Eulogy Pen website, Customer consents to Eulogy Pen’s use of cookies and other tracking technologies in accordance with this provision.
3. Cookies are small text files that are placed on your device when you visit our website. Eulogy Pen uses cookies to remember the Customer’s preferences, to provide Customer with a better user experience, and to analyze how the website is being used.
4. Analytics. Eulogy Pen may use a variety of online analytics products that use cookies to help analyze how users use the Services and may enhance Customer’s experience in using the Services. See attached Additional Terms and Conditions.
7. 1. Customers are responsible for maintaining the privacy of their account information with their clients and are responsible for any actions taken through their account by their clients.
   2. Eulogy Pen acknowledges and respects the Customer’s right to privacy and is committed to maintaining the security of any information obtained from Customer’s use of the Eulogy Pen services. Eulogy Pen collects information on Customer’s account that is necessary to properly operate its business and provide the requested services to Customer.
   3. Eulogy Pen collects basic contact information from Customers, such as name, address, and email, as well as billing information for payment purposes. Eulogy Pen may also collect information about the services provided to Customers in order to improve its offerings and better serve Customer’s needs.
   4. Eulogy Pen specifically utilizes that information to provide the services to Customer, to communicate with Customer, to improve the services, to prevent misuse of the services and to comply with the applicable law, rules and regulations that govern the services. See attached Additional Terms and Conditions for a more thorough definition of privacy issues and Customer’s rights regarding privacy.
8. The information supplied to Eulogy Pen through the Template is information the user only (a client of Customer) agrees to supply and is not information that is required to be supplied by Customer or Eulogy Pen. The information is, therefore, considered to be in compliance with the Vendor Agreement. The Vendor Agreement requires that any personal data supplied to be in compliance with the General Data Protection Regulation (GDPR). See attached Additional Terms and Conditions for a further definition of GDPR.

General Terms:

9. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been delivered three (3) business days after it is mailed, if mailed by certified mail, return receipt requested, postage prepaid, one (1) day if sent by recognized national courier, and same day if sent by confirmed facsimile machine or confirmed E-mail, to:

   To Eulogy Pen:

   Eulogy Pen, Inc.
   2615 Medical Center PKWY
   Suite 1560
   Murfreesboro, TN 37129
   
   info@Eulogypen.com
   

   Either party may, by notice as aforesaid, designate a different address. Any notice given hereunder shall be effective on the date first above written. Documents that require signatures may be delivered by the above methods if a signature is readily available, such as in a PDF document that is scanned and E-mailed.
10. This Agreement constitutes the entire agreement between Eulogy Pen and its Customers regarding the use of our services and supersedes and cancels all prior agreements and understandings. No amendment of this Agreement shall be effective unless made in writing and signed by the parties.
11. This Agreement is governed by the laws of the State of Tennessee and any disputes arising out of or related to this Agreement will be resolved in accordance with the laws of the United States.
12. All parties acknowledge and agree that they have participated in the development of this Agreement and agree to be bound by its terms. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
13. Limitation of Liability, Indemnification; Disclaimer of Warranties
    1. Indemnity. Customer will defend, indemnify, and hold harmless Eulogy Pen, its affiliates and personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to Customer’s use of the Services, including Customer’s Content, products or services Customer develops or offers in connection with the Services, and Customer’s breach of these terms or violation of applicable law.
    2. Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, Eulogy Pen AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
    3. Limitation of Liability. NEITHER Eulogy Pen NOR ANY AFFILIATE OR LICENSOR WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF Eulogy Pen HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Eulogy Pen’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT CUSTOMER PAID FOR THE SPECIFIC SERVICE IN QUESTION THAT GAVE RISE TO THE CLAIM THAT OCCURRED DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
14. Dispute Resolution. Each of the parties hereto expressly and irrevocably submits itself to the jurisdiction of the State of Tennessee, County of Rutherford, and to the jurisdiction of the United States District Court for the Middle District of Tennessee, for the purposes of any suit, action or other proceeding arising out of, or relating to this Agreement or the transactions contemplated therein.
15. Eulogy Pen Intellectual Property; Trademarks, Copyrights, Proprietary Rights.
    1. The intellectual property rights associated with the Eulogy Pen brand and products are protected by law. All trademarks, copyrights, and other proprietary rights related to the Eulogy Pen brand and products are the property of the company or its respective owners. Customer acknowledges and agrees that Customer has no ownership interest in any of the Eulogy Pen brand or products or any associated intellectual property. Customer agrees not to use any Eulogy Pen brand or product names or logos without prior written permission from the company. Any use or reproduction of the Eulogy Pen brand or products, including the content and materials on this website, without the express written consent of the company is strictly prohibited. The company reserves the right to pursue any and all legal remedies available to protect its intellectual property rights. By using the Eulogy Pen brand and products, Customer acknowledges and agrees to abide by these terms of service regarding intellectual property rights.
    2. Eulogy Pen grants Customer a non-exclusive, non-transferable, non-assignable license to use Eulogy Pen’s name, logo, and other trademarks and copyrights (“Eulogy Pen Trademarks/Copyrights”) solely to promote the AI production of Content, as described herein. All goodwill derived from Customer’s use of Eulogy Pen Trademarks/Copyrights will inure to Eulogy Pen’s sole benefit.
16. In any suit, action, or proceeding between the parties seeking enforcement of any of the terms or provisions of this Agreement, declaring a default hereof or relating to any transaction contemplated by this Agreement, the prevailing party in any such suit, action, or proceeding shall be awarded, its reasonable costs and expenses, including but not limited to taxable costs and reasonable attorney's fees.