Caring Voices™ Service agreement

You desire to engage Remember Me When, LLC (“we,” “us,” or “our”) to make Caring Voices counseling services available to your customers. We agree to make such services available on the following terms and conditions.

1. SERVICES PROVIDED

1.1 We will provide a toll-free phone number for the use of your customers to obtain crisis counseling via telephone only from licensed professional counselors on a 24 hour per day, seven days a week basis. You acknowledge that we do not employ the licensed professional counselors, but only refer your customers to those counselors, and that our employees will not provide crisis counseling services.

1.2 We will provide to you an annual supply of Caring Voices cards containing the toll-free number and code to access telephone counseling services you to distribute to your customers. Additional cards will be provided upon request. You agree not to disseminate or publicize this toll-free number in any way other than by distribution of Caring Voices cards to your customers.

1.3 We will provide access to an electronic version of The Caring Organizer. The Caring Organizer is a series of prewritten letters to various organizations that need to be notified after the passing of a loved one. We will provide a link to be added to your website for your families to access The Caring Organizer.

2. COST OF SERVICES

The annual fee for services listed above is $695, payable in advance for the initial term of the agreement. You agree to pay the annual fee in advance of each subsequent year term upon renewal.

3. TERM OF AGREEMENT

The term of this agreement shall be one (1) year beginning on the date that you agree to these terms and conditions and paid the annual fee. This agreement shall be renewed for successive terms of one (1) year unless written notice is given by either party to the other not less than thirty (30) days prior to the expiration of any term. If the annual fee is not paid within thirty (30) days after any renewal, this agreement and the services we provide will terminate.

If the annual fee is not paid within thirty (30) days after any renewal, this agreement and the services we provide
will terminate.

4. CONFIDENTIALITY

We will maintain confidentiality of your customers’ identity and will require any counselors with whom we contract to maintain confidentiality regarding calls received from your customers. You will not, and shall not be entitled to, receive any information regarding callers or calls made to us or to counselors. Information regarding any caller or any call received by us or counselors may only be released to you or others 1) upon receipt by us of a signed release from the caller authorizing the release of information to specified parties or 2) as required by law or court order.

5. TRADEMARK

During the term of this agreement, we grant to you a nonexclusive and nontransferable limited license to use the Caring Voices trademark (“Trademark”) in connection with the promotion of the services provided under agreement, provided that the Trademark is used in accordance with the guidelines we provide. You acknowledge that the Trademark and associated goodwill are our sole and exclusive property. You agree that all use of the Trademark inures to our benefit; that by using the Trademark, you will not acquire any interest in or to the Trademark; and that you will not take any act which might prejudice the validity or enforceability of our title in and to the Trademark; and that you will not attack or oppose our rights to the Trademark. You shall never attempt to register the Trademark or any portion thereof as your own trademark. At the termination of this agreement, you will be deemed to have assigned, transferred and conveyed to us any right, equity, goodwill title or other rights in the Trademark which may have been obtained by you in the performance of this agreement.

6. GOVERNING LAW

This agreement shall be governed by the laws of the Commonwealth of Pennsylvania, and any action concerning this agreement shall be brought only in the state or federal courts of Pennsylvania. You agree to submit to the jurisdiction of such courts for any such action.

7. NOTICES

Notices to be given hereunder by either party shall be given by email addressed to you at the email address provided when paying the annual fee and to us at the email address provided with confirmation of payment of the annual fee.

8. LIMITATION OF LIABILITY & INDEMNIFICATION: TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE LIABILITY OF REMEMBER ME WHEN, LLC AND ITS AFFILIATES, AND THEIR SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE AMOUNT YOU HAVE PAID FOR THE APPLICABLE SERVICE OR PRODUCT OUT OF WHICH LIABILITY AROSE. You agree to defend, hold harmless and indemnify us from any and claims, suits, causes of actions, lawsuits, arbitrations, and/or administrative claims/actions of any kind arising out of your or your customer’s use of the services provided by us or the counselors to whom callers are referred.

9. GENERAL PROVISIONS

9.1 No amendment or modification of this agreement shall be valid, or of any force or effect, unless it is in writing and acknowledged and signed by all parties.

9.2 This agreement constitutes the entire agreement between the parties with respect to its matter.

9.3 The subject headings of the sections and subsections of this agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of the provisions of this agreement.