End User License Agreement

1. Definitions

"Licensor" means LarkTek, LLC, a Utah limited liability company, operating as Kindred.

"Licensee" means the individual or entity accessing or using the Software.

"Software" means the Kindred funeral management software platform, including all associated applications, services, documentation, and updates.

"EULA" means this End User License Agreement.

"AI-Powered Features" means the AI-assisted capabilities within the Software that utilize third-party artificial intelligence services to generate or assist with content, including media design, document drafting, reporting, summaries, and data insights.

2. Grant of License

Subject to the terms and conditions of this EULA, Licensor grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software through Licensor's cloud-based platform solely for Licensee's internal business operations. This license is specifically granted for funeral management operations and no other purposes.

The Software is provided as a cloud-based service and is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. Licensee does not receive any rights to download, install, or locally host the Software.

3. Permitted Uses

Licensee may access and use the cloud-based Software for the following purposes:

Funeral service planning and coordination
Client and family information management
Financial and billing management
Document and record keeping
Communication and notification systems
Reporting and analytics
Integration with third-party services as permitted by Licensor
Accessing the Software through web browsers and authorized mobile applications
Using AI-powered features for creating memorial materials, drafting documents, and generating reports or summaries in compliance with this EULA and all applicable laws

4. Restrictions

Licensee shall not:

Copy, modify, adapt, alter, translate, or create derivative works of the Software
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software
Attempt to download, install, or locally host the Software
Rent, lease, lend, sell, sublicense, or otherwise transfer access to the Software to any third party
Remove, alter, or obscure any proprietary notices or labels on the Software
Use the Software for any unlawful purpose or in violation of any applicable laws or regulations
Attempt to gain unauthorized access to any portion of the Software, cloud infrastructure, or related systems
Use the Software to compete with Licensor or to develop competing products or services
Interfere with or disrupt the cloud-based Software or its servers
Use AI-powered features to create content that infringes upon the intellectual property rights of others
Include sensitive PII, Social Security Numbers, credit card numbers, passwords, or other highly sensitive information in content submitted to AI-powered features

4.5. Third-Party Evaluation and Sandbox Accounts

Licensor may grant third-party companies, organizations, or individuals ("Evaluation Participants") access to evaluation, sandbox, trial, or demonstration accounts ("Evaluation Accounts") for the purpose of testing, evaluating, or demonstrating the Software's capabilities.

Confidentiality: By accessing or using an Evaluation Account, Evaluation Participants agree that all aspects of the Software constitute confidential and proprietary information of Licensor. Without the prior written consent of Licensor, Evaluation Participants shall not:

Disclose, publish, or disseminate any information regarding the Software's features, functionality, user interface, workflows, architecture, design, performance, or capabilities to any third party
Create, publish, or distribute screenshots, screen recordings, demonstrations, reviews, benchmarks, or descriptions of the Software or any of its features
Discuss the Software's features, functionality, or inner workings with any person or entity not authorized by Licensor
Use knowledge gained through access to the Software to develop, enhance, or assist in the development of any competing product or service
Reverse engineer, analyze, or deconstruct any aspect of the Software's functionality, algorithms, or design patterns for any purpose

These confidentiality obligations survive the termination or expiration of the Evaluation Account and remain in effect indefinitely unless Licensor provides written release.

Permitted Use: Evaluation Accounts are provided solely for internal evaluation purposes. Evaluation Participants shall not use Evaluation Accounts for production operations, commercial purposes, or to process real customer data unless expressly authorized in writing by Licensor.

Indemnification: Evaluation Participants agree to defend, indemnify, and hold harmless LarkTek, LLC (doing business as Kindred), and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, penalties, and expenses (including but not limited to attorney's fees, court costs, settlement amounts, and costs of enforcement) arising from or relating to:

Any breach of the confidentiality obligations set forth in this section
Any unauthorized disclosure of the Software's features, functionality, or proprietary information
Any use of information obtained through the Evaluation Account to develop, enhance, or assist in the development of competing products or services
Any unauthorized use of the Evaluation Account beyond the scope of permitted evaluation purposes
Any damages to Licensor's business, reputation, competitive position, or intellectual property resulting from Evaluation Participant's actions or omissions

Injunctive Relief: Evaluation Participants acknowledge that any breach of the confidentiality obligations in this section may cause irreparable harm to Licensor for which monetary damages would be an inadequate remedy. Accordingly, Licensor shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

Termination of Evaluation Access: Licensor reserves the right to terminate any Evaluation Account at any time, for any reason, without prior notice. Upon termination, the Evaluation Participant shall immediately cease all access to and use of the Software, but all confidentiality and indemnification obligations shall survive.

By accessing or using an Evaluation Account, Licensee represents and warrants that Licensee has the authority to bind its organization to these terms and will ensure all individuals within its organization who access the Evaluation Account comply with these obligations.

5. Term and Termination

This EULA is effective upon your first access or use of the cloud-based Software and shall continue until terminated. Licensor may terminate this EULA at any time, with or without cause, by providing notice to Licensee. Upon termination, Licensee shall cease all access to and use of the Software.

Licensee may terminate this EULA at any time by ceasing to access the Software and notifying Licensor of such termination.

6. Data and Privacy

Licensee acknowledges that the Software may collect, process, and store data related to Licensee's use of the Software. Such data collection and processing is subject to Licensor's Privacy Policy, which is incorporated herein by reference.

Licensee is responsible for ensuring that all data entered into the Software complies with applicable privacy laws and regulations, including but not limited to HIPAA, state privacy laws, and funeral service regulations.

7. Compliance with Regulations

As a funeral management platform, Licensee must comply with all applicable federal, state, and local regulations governing funeral services, including but not limited to:

Funeral service licensing requirements
Health and safety regulations
Data protection and privacy laws
Financial and billing regulations
Professional standards and ethics
Intellectual property and copyright laws

8. Intellectual Property

All rights, title, and interest in and to the Software, including all intellectual property rights, remain with Licensor. Licensee does not acquire any ownership rights in the Software.

AI-Generated Content: Subject to Licensee's compliance with this EULA and all applicable laws, Licensee owns designs and content generated using AI-powered features. However, Licensee's ownership is subject to compliance with all applicable copyright, trademark, and intellectual property laws, and Licensee's responsibility to ensure that generated content does not infringe upon the rights of others.

8.5. SMS and Text Message Communications

The Software includes functionality that enables Licensee to send SMS text messages to contacts and individuals. By using these SMS communication features, Licensee acknowledges and agrees to the following:

Licensee's Sole Responsibility: Licensee is solely and exclusively responsible for:

Obtaining prior express written consent from each individual recipient before sending any SMS text messages through the Software
Maintaining accurate records and documentation of all consents obtained
Ensuring full compliance with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and all applicable federal, state, and local laws and regulations governing SMS and electronic communications
Providing clear opt-out mechanisms and honoring all opt-out requests immediately
Verifying that recipients have not revoked their consent before sending messages
Understanding and complying with all regulatory requirements in their jurisdiction

Regulatory Compliance: Licensee acknowledges that violations of SMS communication laws, including the TCPA, may result in significant liability, including statutory damages ranging from $500 to $1,500 per violation, potential class action lawsuits, and regulatory enforcement actions. Licensee assumes all risk and liability associated with their use of the SMS features.

Indemnification for SMS Communications: Licensee agrees to defend, indemnify, and hold harmless LarkTek, LLC (doing business as Kindred), and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs), fines, penalties, and sanctions arising out of or relating to:

Licensee's use of the SMS communication features of the Software
Licensee's failure to obtain proper consent from message recipients
Any violation of the TCPA, CAN-SPAM Act, or any other applicable law or regulation
Any claims, complaints, investigations, or legal actions by message recipients, regulatory authorities, or third parties
Any government enforcement actions, fines, or penalties related to Licensee's SMS communications

No Monitoring or Enforcement: Licensor provides the SMS functionality as a tool for Licensee's use but does not and cannot monitor, verify, or enforce Licensee's compliance with consent requirements or applicable regulations. Licensor has no obligation to review, approve, or supervise Licensee's SMS communications. Under no circumstances shall LarkTek, LLC (Kindred) be liable for any violations, penalties, fines, damages, or other liabilities arising from Licensee's use of the SMS features.

By using the SMS features of the Software, Licensee represents and warrants that they understand and will comply with all applicable laws and regulations governing SMS communications.

8.6. AI-Powered Features and Artificial Intelligence Services

The Software includes AI-powered features that utilize third-party artificial intelligence models, including Google's Gemini AI models, to assist Licensee with tasks such as media design (prayer cards, memorial folders, and other memorial materials), document drafting, reporting, summaries, and data insights.

License Grant for AI Features: Subject to the terms and conditions of this EULA, Licensor grants Licensee a limited, non-exclusive, non-transferable license to use AI-powered features solely in connection with Licensee's authorized use of the Software for funeral management operations. This license is revocable and subject to compliance with all terms of this EULA.

Per-Usage Fees: AI-powered features are usage-based. Each use of AI-powered features, including but not limited to generating designs, drafting documents, iterating on content, and producing reports, incurs a per-usage fee based on the AI model selected and the computational resources consumed. Licensee acknowledges that:

Fees are calculated based on the specific AI model used, the number of input and output tokens processed, and any applicable markup or service fees
Current pricing is displayed within the Software interface and may change with 30 days' notice
Licensee is responsible for all fees incurred through use of AI-powered features, regardless of whether Licensee uses, modifies, or discards generated output
AI-powered feature usage fees are separate from Software subscription fees

Legal and Ethical Use Requirements: Licensee agrees to use AI-powered features only in a lawful and ethical manner. Licensee represents and warrants that:

Licensee will comply with all applicable copyright, trademark, intellectual property, and other laws when using AI-powered features
Licensee has obtained all necessary rights, licenses, permissions, and consents to use any content, images, text, or other materials provided to AI-powered features
Licensee will not use AI-powered features to create content that infringes upon the intellectual property rights of others
Licensee will not use AI-powered features to generate content that violates any applicable laws, regulations, or industry standards
Licensee will not use AI-powered features to create content that is defamatory, libelous, obscene, harmful, threatening, or otherwise unlawful
Licensee will comply with all terms and conditions of third-party AI service providers, including Google's Gemini Terms of Service and Usage Policies
Licensee will use AI-generated output only for lawful purposes and in compliance with all applicable funeral service regulations and memorial industry standards

User Responsibility for Sensitive Information: While Licensor implements technical measures and safeguards designed to prevent sensitive information from being shared with third-party AI service providers, Licensee acknowledges and agrees that:

Licensee is ultimately responsible for ensuring that sensitive personally identifiable information (PII) is not included in prompts, inputs, or content provided to AI-powered features
Licensee must not include Social Security Numbers, credit card numbers, bank account numbers, passwords, authentication credentials, or other highly sensitive information in any content submitted to AI-powered features
Licensee must not include living persons' personal information (names, addresses, phone numbers, email addresses) unless Licensee has obtained proper consent and authorization
Licensee is responsible for reviewing all content before submitting it to AI-powered features to ensure it does not contain sensitive information
Licensor's automated safeguards may not catch all instances of sensitive information, and Licensee bears the ultimate responsibility for protecting sensitive data

Note: Deceased person information (name, birth date, death date, memorial text, photographs of the deceased) may be used with AI-powered features as this information is typically appropriate for memorial materials. However, Licensee remains responsible for ensuring compliance with all applicable privacy laws and regulations.

No Guarantee of Output Quality or Accuracy: Licensee acknowledges and agrees that:

Licensor does not guarantee the accuracy, quality, completeness, or suitability of any output generated by AI-powered features
AI-generated content may contain errors, inaccuracies, or inappropriate content
Licensee is solely responsible for reviewing, editing, and approving all AI-generated output before using it for any purpose
Licensee must verify the accuracy and appropriateness of all content, including text, layout, and design elements, before printing, publishing, or distributing any materials created using AI-powered features
Licensor is not responsible for any errors, omissions, or issues in AI-generated output

Third-Party AI Service Providers: Licensee acknowledges that:

AI-powered features utilize third-party AI services, including Google's Gemini AI models
Licensee's use of AI-powered features is subject to the terms and conditions of third-party AI service providers, including Google's Gemini Terms of Service and Usage Policies
Licensor does not control third-party AI services and is not responsible for their availability, performance, or outputs
Third-party AI service providers may change their services, terms, or pricing at any time
Licensor may modify, suspend, or discontinue access to specific AI models or AI-powered features at any time

Indemnification for AI-Powered Features: Licensee agrees to defend, indemnify, and hold harmless LarkTek, LLC (doing business as Kindred), and its officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, penalties, and expenses (including but not limited to attorney's fees, court costs, settlement amounts, and regulatory penalties) arising from or relating to:

Licensee's use of AI-powered features
Licensee's failure to comply with applicable copyright, trademark, intellectual property, or other laws
Licensee's inclusion of sensitive information or PII in content submitted to AI-powered features
Any claims that content generated using AI-powered features infringes upon the rights of others
Any violation of third-party AI service provider terms and conditions
Any misuse, abuse, or unlawful use of AI-powered features
Any errors, inaccuracies, or issues in AI-generated output that Licensee uses, prints, publishes, or distributes

Limitation of Liability: To the maximum extent permitted by law, Licensor shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from:

Licensee's use of AI-powered features
Any errors, inaccuracies, or issues in AI-generated output
Any infringement claims related to AI-generated content
Any disclosure of sensitive information through AI-powered features
Any unavailability or failure of third-party AI services
Any changes to third-party AI service terms, pricing, or availability

Licensor provides AI-powered features as tools for Licensee's use, but does not and cannot guarantee outputs, monitor all content, or prevent all misuse. Under no circumstances shall LarkTek, LLC (Kindred) be liable for any violations, penalties, fines, damages, or other liabilities arising from Licensee's use of AI-powered features, regardless of whether Licensee followed recommended practices or guidelines.

By using AI-powered features, Licensee represents and warrants that Licensee understands these requirements and will comply with all applicable laws, regulations, and third-party terms when using these features.

9. Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS. LICENSOR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS EULA OR THE USE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL LIABILITY TO LICENSEE FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS EULA OR THE USE OF THE SOFTWARE SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE (IF ANY).

11. Indemnification

Licensee agrees to defend, indemnify, and hold harmless Licensor (LarkTek, LLC) and its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorney's fees) arising from Licensee's use of the Software or violation of this EULA.

12. Cloud Service Availability

As a cloud-based service, the Software is hosted on third-party cloud infrastructure and accessed over the internet. Licensor strives to maintain high service availability but cannot guarantee uninterrupted access. The Software may be temporarily unavailable due to:

Scheduled maintenance and updates
Technical difficulties or system failures
Third-party cloud provider outages or maintenance
Internet connectivity issues
Force majeure events
Security incidents or cyber attacks
Third-party AI service provider outages or limitations

Licensee acknowledges that internet connectivity is required to access the Software and that Licensor is not responsible for Licensee's internet connection, third-party cloud provider outages, or any issues arising therefrom.

13. Updates and Modifications

Licensor may provide updates, modifications, or new versions of the cloud-based Software from time to time. Such updates are deployed automatically to the cloud platform and may be subject to additional terms and conditions. Licensee's continued access to the Software after such updates constitutes acceptance of any new terms.

14. Governing Law

This EULA shall be governed by and construed in accordance with the laws of Utah, without regard to its conflict of law principles. Any disputes arising under this EULA shall be subject to the exclusive jurisdiction of the courts of Utah.

15. Dispute Resolution

Any disputes arising from this EULA or your use of the Software shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Utah, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

You agree that any arbitration shall be limited to the dispute between you and Licensor individually. To the full extent permitted by law, no arbitration shall be joined with any other proceeding; there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

16. Entire Agreement

This EULA constitutes the entire agreement between the parties with respect to the software licensing aspects hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to software licensing.

Note: This EULA works in conjunction with Kindred's Terms & Conditions, which govern the use of the service. Both documents apply to your use of Kindred's software platform.

17. Severability

If any provision of this EULA is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect.

IMPORTANT NOTICE: