PALS PARTNER AGREEMENT

This PALS Partner Agreement (“Agreement”) is between Professionals of After Loss Services, LLC, a Delaware limited liability company (“PALS”) and PALS Partner (“Company”) and is effective as of the date of purchase (“Effective Date”). PALS and Company shall herein be individually referred to as “Party” or collectively as “Parties.”

WHEREAS, Company provides certain products and/or services to the public, as it relates to the work involved after a death (the “Services”); and

WHEREAS, Company desires to join PALS Partners (the “Network”), which serves to connect professionals with after loss professionals and customers seeking services.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. MEMBERSHIP. PALS hereby admits Company as a member of the Network. PALS may list Company on its website or other published materials as a member of the Network during the Term of Company’s membership.

Company hereby grants to PALS a non-exclusive, non-transferable, and non-sublicensable license to use Supplier’s name and trademarks during the Term in connection with such publication. PALS makes no representation or warranty about the creditability or suitability of any providers in the Network or customers that the Company may encounter as a member of the Network.

2. FEE. In consideration for its membership in the Network, Company shall pay to PALS $500 (the “Fee”).

The Fee shall be payable in advance and shall be renewable each year. The Fee is fully earned upon receipt and is non-refundable. PALS may remove or suspend Company’s membership in the Network if payment is not made on time, and it may terminate the Agreement in accordance with Section 5(b) below or reinstate the Company’s membership after payment is made in full in its sole discretion.

3. INDEPENDENT CONTRACTOR. The Parties are independent contractors, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between PALS and Company for any purpose. Neither Party has authority (and shall not hold itself out as having authority) to bind the other Party, nor shall either Party make any agreements or representations on the other Party’s behalf.

4. CONFIDENTIALITY. All non-public, confidential, or proprietary information of the Parties, including, but not limited to, documents, financial plans or information, business operations, customer lists, customer data, pricing, discounts or rebates, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement, as well as the terms and conditions of this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by the disclosing Party in writing. Upon the disclosing Party’s request, the receiving Party shall promptly return all documents and other materials received from disclosing Party. The disclosing Party shall be entitled to injunctive relief for any violation of this Section. Neither Party will be liable for disclosure of confidential information if it (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the receiving Party; (iii) is in the possession of the receiving Party, without confidentiality restrictions, at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; or (iv) is required by law to be disclosed and the disclosing Party gives

advance written notice of the disclosure to the receiving Party as soon as reasonably possible.

5. TERM AND TERMINATION. 

(a) The term of Company’s membership in the Network commences on the Effective Date of this Agreement and continues for a period of twelve (12) months, unless and until earlier terminated as provided under this Agreement (the “Initial Term”). Upon expiration of the Initial Term, this Agreement automatically renews for additional successive twelve (12) month terms unless and until either Party provides written Notice (as defined in Section 9) of nonrenewal at least 15 days prior to the end of the then-current term, or unless and until earlier terminated as provided under this Agreement (each a “Renewal Term” and together with the Initial Term, the “Term”).

(b) In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon Notice to the other party, if the other Party: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with substantially all of the terms of this Agreement; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. PALS may terminate this Agreement with immediate effect upon Notice to the Company if two or more members and/or customers provide negative reports of the Company’s Services during the Term.

6. COMPLIANCE WITH LAWS. Each party shall at all times comply with all federal, state and local laws, ordinances, regulations, and orders that are applicable to the operation of its business, and this Agreement and its performance hereunder. Without limiting the generality of the foregoing, each party shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement.

7. INDEMNIFICATION. If PALS or any of its members, affiliates, employees, agents, or officers (the “PALS Indemnitees”) is faced with a legal claim by a third party arising out of Company’s actual or alleged negligence, willful misconduct, violation of law, infringement of intellectual property rights, or violation of this Agreement, then Company will pay the cost of defending the claim (including reasonable attorneys’ fees) and any damages award, fine or other amount imposed on the PALS Indemnitees as a result of the claim.

8. LIMITATION OF LIABILITY. (a) EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL PALS OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE

THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR

MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL PALS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO PALS PURSUANT TO THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $500, WHICHEVER IS LESS.

9. MISCELLANEOUS.

(a) All notices, requests, demands, claims and other communications (each, a “Notice”) required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided: (i) by hand (in which case, it will be effective upon delivery); (ii) by certified mail by a nationally recognized courier service (in which case, it will be effective three business days after being deposited with such courier service), or by email (in which case, it will be effective upon confirmation of transmission); in each case, to the respective address indicated below.

If to PALS: Professionals of After Loss Services, LLC

Via email: [email protected]

(b) This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. (c) This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party. (d) Company shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of PALS. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns. (e) This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement. (f) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(g) This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. (h) The parties do not confer any rights or remedies upon any person other than the Parties and their respective

successors and permitted assigns.

PALS Partner Promise

We are so excited to welcome you to the Professionals of After Loss Services (PALS) community. For organizations that sell products and services related to after loss services, becoming a PALS Partner will allow you to reach your target audience, gain more visibility and make valuable connections.

Becoming a PALS Partner shows that you care about the entirety of your client’s experience after losing a loved one and value the services after loss professionals provide. As a member of this community, it’s important to uphold the highest standards of customer service, integrity, and accountability to help PALS maintain an environment of trust. 

By your purchase of a PALS Partnership, you are making this promise to demonstrate that you take this responsibility seriously. PALS leadership reserves the right to terminate your PALS Partner Agreement after two PALS members and/or customers provide negative reports.

• I promise to treat PALS members and respective clients who come to me for services with respect. 
• I promise to value good customer service and strive to resolve customer conflicts when they arise.
• I promise to answer emails or calls within 48 hours (if possible). I will communicate with empathy, clarity, and promptness.
• I promise to maintain proper licenses, certifications, insurance, and bonds (where applicable).
• I promise that I have been in business for at least two years and am in good standing with my industry association (where applicable).

Welcome to the PALS community!

Sincerely,

PALS Co-founders

Rachel Donnelly, Mollie Lacher, Jasmine Hathaway and Esther C. Pipoly