Section A – Collaboration & Arrangement Platform
Your subscription is for the Passare System described below and includes any new functions that may be released during your subscription period.
Passare Arrangement Module:
Passare’s Arrangement Module enables Funeral Directors to collaboratively manage their arrangement process from First Call to Final Service to Aftercare Services. The Arrangement Module is fully integrated with the Collaboration Center, enabling real-time collaborative changes made by a family member (or their designated individual) and the Funeral Director to appear on both systems. This module provides multiple API’s to outside services such as Accounting, Printing, and web site integration. and
Passare Family Collaboration Center:
Passare’s Collaboration Center gives Funeral Directors the ability to collaborate with families online. Fully integrated with the Arrangement Module, the Family Collaboration Center enables multiple family members to engage and share information with each other and the funeral director.
Passare Decedent Tracking:
Passare’s Decedent tracking module enables real time chain of custody of the Decedent and any personal effects provided by the family. This module operates on Android or Apple mobile devices.
Your Passare subscription includes configuring, within the limitations of the system the follows:
- Entering the basic corporate information, such as organization name, branches, and tax information
- Configuring the system with to Your current General Price List (“GPL”) you have supplied to Passare
- 3 custom forms (not including limited modification to one SFG template of your choice) that you provide in Microsoft Word format.
- Customized Statement of Funeral Goods
Should further personalization assistance be desired, Passare will help you engage with a certified consultant to assist you.
Passare will provide up to 4 hours of training, across multiple sessions. Your Account Success Manager will create a custom training plan for your organization.
Email (firstname.lastname@example.org) and Phone (800-692-5111) support services are included in your subscription. During business hours (8 am to 5 pm Central Time Zone) we will strive to contact you regarding your email or phone message within 1 hour. Outside of business hours we will strive to return your call within 4 hours.
Subscribers are responsible for monitoring and maintaining a reliable Internet connection, and Passare does not provide support for network issues.
The Passare Knowledge Base and the opening of support tickets can be accessed via the support tab found in each page of the Passare instance or go by going to support.passare.com.
Section B – Subscription Terms
- Rights Granted
- Subscriber has the non-exclusive, non-assignable, worldwide, limited right to access and use the Passare platform described in Section B (the “Platform“) solely for Subscriber’s internal business operations. Subscriber may allow certain individuals authorized by Subscriber or on Subscriber’s behalf (the “Users“) to access and use the Platform for this purpose during the Subscription Term; provided, however, that Subscriber shall be responsible for its Users’ compliance with this Agreement.
- Subscriber may access the Platform for the Funeral Homes listed on the Signature page. For purposes of this Agreement, a “Passare Instance” means an establishment or group of establishments which share resources and provide services under a single brand name in a limited geographic region (i.e., a metropolitan area or state).
- Subscriber agrees that it does not acquire under this Agreement any license to use the Platform in excess of the scope and/or duration set forth herein. Upon the termination of this Agreement in accordance with Section 8 hereof, Subscriber’s right (and Subscriber’s Users’ right) to access or use the Platform shall terminate.
- Passare may modify the Platform at any time, with or without prior notice to Subscriber. Subscriber agrees that Passare shall not be liable to Subscriber or any third party with respect to any modification of the Platform.
- Ownership and Restrictions; Suspension
- Passare or its licensors retain all ownership and intellectual property rights to the Platform. Passare retains all ownership and intellectual property rights to any materials, including documentation and software, developed and/or delivered in connection with the Platform.
- Subscriber may not (i) remove or modify any Platform markings or any notice of Passare’s or its licensors’ proprietary rights; (ii) make the Platform (or materials resulting from the Platform) available in any manner to any third party for use in the third party’s business operations; (iii) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by the Platform), or access or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Passare; or (iv) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Platform or related materials available to any third party, other than as expressly permitted under the terms of this Agreement.
- The rights granted to Subscriber under this Agreement are also conditioned on the following: (i) the rights of any User licensed to use the Platform (e.g., on a “named user” basis) cannot be shared or used by more than one individual; (ii) except as expressly provided herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (iii) Subscriber agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Platform.
- Passare may suspend, terminate, withdraw or discontinue all or part of Subscriber’s access, or one or more Users’ access, to the Platform upon receipt of a subpoena or law enforcement request, or when Passare believes, in its sole discretion, that Subscriber (or its Users) have breached any term of this Agreement, or are involved in any fraudulent, misleading or illegal activities.
- Support Services
During the Subscription Term, Passare will use commercially reasonable efforts to provide, at no additional cost to Subscriber, on-going assistance to Subscriber with regard to technical, administrative and service-oriented issues relating to the use of the Platform as Subscriber may reasonably request in writing (including by email), or by telephone, in accordance with Section B. Passare reserves the right to limit the number of Users who may contact Passare’s technical assistance team. Unless provided under a separate, written professional services agreement mutually executed by Passare and Subscriber, Subscriber shall retain responsibility for the maintenance and support of Subscriber’s individual implementation or configuration of the Platform. The support services to be provided by Passare hereunder do not include training for users of the Platform.
- Fees and Taxes
Subscriber agrees to pay for access and use of the Platform in accordance with signed agreement. All fees due under this Agreement are nonrefundable, except as set forth in Sections 5 and 13 hereof. Subscriber agrees to pay any sales, value-added or other similar taxes imposed by applicable law that Passare must pay based on Subscriber’s use of the Platform, except for taxes based on Passare’s income. The fees listed on are exclusive of taxes and expenses.
Passare will defend and indemnify Subscriber against any third party claim or action that the Platform (excluding third party products and open source software related to the Platform) infringes or misappropriates that third party’s patent, copyright, trade secret, or other intellectual property rights; provided that Subscriber does the following: (i) notifies Passare promptly in writing, not later than thirty (30) days after Subscriber receives notice of the claim; (ii) gives Passare sole control of the defense and any settlement negotiations; and (iii) gives Passare the information, authority, and assistance Passare needs to defend against or settle the claim. Notwithstanding the foregoing, Passare shall have no obligation under this Section 5 for any claim resulting or arising from (A) modifications of the Platform that were not performed by or on behalf of Passare, (B) the combination, operation or use of the Platform in connection with a third-party product, software, or service (the combination of which causes the claimed infringement); or (C) Passare’s compliance with Subscriber’s specifications or directions, if any. If Passare believes, or it is determined that, the Platform may have violated a third party’s intellectual property rights, Passare may choose to either modify the Platform to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Passare may, at its option, terminate this Agreement upon thirty (30) days prior written notice and refund a pro-rata portion of the unused prepaid fees to Subscriber. This Section 5 states Subscriber’s exclusive remedies for any third party intellectual property claim or action.
- Disclaimer of Warranties
PASSARE DOES NOT GUARANTEE THAT THE PLATFORM WILL OPERATE ERROR-FREE OR THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, OR THAT PASSARE WILL CORRECT ANY ERRORS WITH RESPECT TO THE PLATFORM. SUBSCRIBER ACKNOWLEDGES THAT PASSARE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ACCESS TO THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PASSARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TO THE EXTENT NOT PROHIBITED BY LAW, PASSARE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Limitation of Liability
PASSARE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE. PASSARE’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY RECEIVED BY PASSARE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGES IN SUBSCRIBER’S FAVOR AGAINST PASSARE SHALL BE OFFSET BY ANY REFUND OR CREDIT OWED TO SUBSCRIBER UNDER THIS AGREEMENT.
- Term and Termination
- This Agreement shall commence on the Effective Date and shall renew each year until terminated in accordance with this Section 8. Subscriber’s right to access and use the Platform shall commence on the Subscription Start Date, defined on the signature page. Initial subscription term is 1 year from the Subscription Start Date.
- Unless Subscriber provides Passare with a written termination notice at least sixty (60) days prior to the expiration of the Initial Subscription Term (or any renewal term), the Subscription Term (or the renewal term, as applicable) shall automatically renew annually at Passare’s prevailing rates in effect at the time of the renewal.
- If either Passare or Subscriber breaches a material term of this Agreement and fails to correct the breach within thirty (30) days of written specification of the breach, the non-breaching party may terminate this Agreement immediately.
- Passare may terminate this Agreement immediately, including prior to the expiration of the Initial Subscription Term or a renewal term, as applicable, if (i) Subscriber fails to make any payment when due and does not cure such failure within thirty (30) days after receiving written notice thereof from Passare; (ii) Subscriber declares bankruptcy or is adjudicated bankrupt; or (iii) a receiver or trustee is appointed for Subscriber or substantially all of Subscriber’s assets.
- Upon the termination of this Agreement in accordance with this Section 8, all rights and obligations of the parties under this Agreement, including without limitation, all rights to access or use the Platform, will automatically terminate, except for rights of action accruing prior to termination, payment obligations and any obligations that expressly or by implication are intended to survive termination.
- Upon request, Subscriber will be allowed access for 14 days after subscription termination to copy or remove any subscriber data utilizing the then current system functions.
- Confidential Information
- By virtue of this Agreement, the parties may have access to information that is confidential (“Confidential Information“). Each party agrees to disclose only Confidential Information that is required for the performance of its respective obligations under this Agreement. Confidential Information shall be limited to: (i) the terms and pricing under this Agreement; (ii) all information clearly identified as confidential at the time of disclosure; and (iii) all information that a reasonable person in the receiving party’s position would deem confidential.
- A party’s Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure; (iii) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (iv) is independently developed by the other party.
- Each party agrees to (i) hold the other party’s Confidential Information in confidence and (ii) not use or disclose the other party’s Confidential Information, except to such party’s employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law.
- Subscriber agrees that Passare may (i) identify Subscriber as a subscriber and/or user of the Platform, and use Subscriber’s logo in sales presentations, marketing materials, customer lists and press releases; and (ii) send emails to Subscriber to provide information and services to Subscriber, and to let Subscriber know about other services or goods in which Subscriber may be interested. If Subscriber does not wish to grant Passare permission under clause (ii) of this Section 9(d), Subscriber may notify Passare at any time in accordance with Section 14(d) hereof, specifying which permission is not granted.
- Passare may compile statistical information related to the use of the Platform, and may make such information publicly available, provided that such information does not identify Subscriber’s data or disclose Subscriber’s Confidential Information or include Subscriber’s name. Passare retains all intellectual property rights in such information.
- Subscriber grants to Passare a worldwide, royalty-free, limited-license to host, copy, transmit and display Subscriber’s Confidential Information (Data) as necessary for Passare to provide the Platform in accordance with Section B. Other than the foregoing limited license, Passare acquires no right, title or interest to Subscriber’s Confidential Information (Data) under this Agreement.
- Each party acknowledges that the disclosure of Confidential Information of the other party in breach of the terms of this Section 9 may cause irreparable injury and damages that may be difficult to ascertain. Therefore, the non-breaching party, upon a disclosure or threatened disclosure of any Confidential Information by the breaching party, will be entitled to seek injunctive relief in connection therewith (without being required to post a bond).
- Compliance with Laws
- Subscriber agrees to (i) comply with all applicable laws in connection with its and its Users’ use of the Platform, including without limitation, collection of any personal data; and (ii) provide any notices and obtain any consents related to Subscriber’s use of the Platform, including those related to the collection, use, processing, transfer and disclosure of personal information. Subscriber shall retain ownership of all data entered into the system and shall have sole responsibility for, and shall bear all risks related to, (A) any violation of any applicable law, including without limitation, laws applicable to the collection of any personal data and (B) the accuracy, quality, integrity, legality, reliability, and appropriateness of all of Subscriber data.
- The Platform and derivatives thereof may be subject to export laws of the United States and other jurisdictions. Each party represents that it is not named on a U.S. government denied-party list. Subscriber shall not permit Users to access or the use the Platform in a U.S.-embargoed country (which, as of the Effective Date, include Iran, North Korea, Sudan, or Syria) or in violation of any U.S. export law or regulation.
- Subscriber agrees to indemnify, defend and hold Passare harmless from any claims and/or losses arising from Subscriber’s breach of this Section 10.
- Restrictions on Use of the Platform
- Subscriber agrees not to use or permit use of the Platform, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Passare under this Agreement, Passare reserves the right to remove or disable access to any material that violates the foregoing restrictions. Passare shall have no liability to Subscriber in the event that Passare takes such action. Subscriber agrees to defend and indemnify Passare against any claim arising out of a violation of Subscriber’s obligations under this Section 11.
- The Platform may enable Subscriber to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Passare is not responsible for any third party Web sites or third party content provided on or through the Platform, and Subscriber bears all risks associated with the access and use of such Web sites and third party content, products and services.
- Subscriber agrees to indemnify, defend and hold Passare harmless from any claims and/or losses arising from Subscriber’s breach of this Section 11.
- Subscriber agrees to participate in all public relations and marketing-related activities reasonably requested by Passare during the Subscription Term, including without limitation, (i) press releases (upon signing this Agreement as well as during the course of Subscriber’s use of the Platform); (ii) quotations from Subscriber for use in Passare’s marketing materials, Web site(s) and/or other external facing marketing and/or advertising materials and/or (iii) case studies and/or testimonials featuring Subscriber (iv) speaking engagements and/or other public relations activities that involve Subscriber, for use in Passare’s marketing materials, Web site(s) or other video, audio, electronic and/or printed marketing and/or advertising materials.
- During the Subscription Term, Subscriber hereby grants to Passare a non-exclusive, royalty-free, worldwide right and license (but not the obligation) to (i) develop a landing page on the Platform with respect to Subscriber (a “Landing Page“) and to include a link to Subscriber’s Web site(s) on such Landing Page; and (ii) use, reproduce, publish, distribute, perform and display Subscriber’s trademarks, trade names, slogan, logos, copyrighted works, art work, and trade dress in connection with the Landing Page (and any other portions of, and/or sites included on, the Platform and/or Passare’s Web sites) and all advertising and marketing materials, whether printed or electronic, displays and/or other materials or items created by or for Passare.
- Force Majeure
Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party; provided, however, that is Passare terminates this Agreement pursuant to this Section 12, it shall refund a pro-rata portion of the unused prepaid fees to Subscriber. This Section 12 does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Subscriber’s obligation to pay for its use of the Platform.
- This Agreement is the complete agreement with respect to Subscriber’s use of the Platform, and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding Subscriber’s use of the Platform. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this Agreement. It is expressly agreed that the terms of this Agreement shall supersede the terms in any purchase order or other non-Passare document and no terms included in any such purchase order or other non-Passare document shall apply to Subscriber’s use of the Platform. This Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed authorized representatives of Passare and Subscriber.
- Passare is an independent contractor and the parties agree that no partnership, joint venture, or agency relationship exists between the parties. Each party will be responsible for paying its own employees, including employment-related taxes and insurance.
- This Agreement is governed by the substantive and procedural laws of Texas, and, subject to the arbitration provision set out below, Subscriber and Passare agree to submit to the exclusive jurisdiction of, and venue in, the state and federal courts located in Abilene, Taylor County, Texas with respect to any dispute arising out of or relating to this Agreement.
- All notices under this Agreement shall be in writing and shall be delivered to a party at the address specified below by (1) depositing the notice in the mail, using registered mail, return receipt requested, (2) confirmed facsimile transmission, (3) overnight delivery service, or (4) hand delivery to an individual authorized to accept such delivery. The notice shall be effective (i) seven (7) days after deposit in the mail, (ii) upon receipt of confirmation that a facsimile was received if during regular business hours and if not, then on the next business day, (iii) the next business day after deposit with an overnight delivery service, or (iv) on the date of hand delivery.
- The rights granted in this Agreement are personal to Subscriber and Subscriber shall not, without the prior written consent of Passare, transfer, assign or sublicense this Agreement or any rights or obligations hereunder, including without limitation, Subscriber’s right to use the Platform, to another individual or entity. Any attempted transfer, assignment or sublicense by Subscriber in violation of this Section 14(e) will be null and void.
- Except for actions for nonpayment or breach of Passare’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
- Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The controversy or claim shall be submitted to a panel of three arbitrators, with each party choosing one arbitrator and the two arbitrators chosen by the parties choosing the third. The place of arbitration shall be Abilene, Taylor County, Texas. Judgment on the award rendered by the arbitrators may be entered and enforced in accordance with the provisions of Section 14 (c) above.
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