Section A: General Terms
Services
During the Term (as defined in Section C) of this Agreement, Provider shall, either directly or through one or more of its affiliates, provide Subscriber with Marketing Services, online preneed funeral sales Programs, Financial Services, and/or Technology Services (collectively, the “Business Solutions”), as defined hereunder. The specific Business Solutions provided will be those requested by Subscriber and mutually agreed upon by the Parties. Subscriber agrees to comply with the general provisions outlined in these Terms and Conditions for all Business Solutions provided by Provider, operating as FDL, as well as any specific conditions applicable to the provisioning of individual Business Solutions selected and detailed in the Agreement.
Provider offers web-based publications and services (“Marketing Services”) for use by participating funeral homes and their affiliated agents. These services include, but are not limited to, Social Media Management, Google Ads campaigns, and Digital Marketing Packages (“DMP”), such as DMP Plus and DMP Premium, which provide tailored marketing strategies, content creation, and targeted advertising. These Marketing Services are available to all funeral homes, regardless of their affiliation with Provider.
Provider has developed an online internet-based preneed funeral sales program titled The Arrangement Guide™ (the “Program”) whereby consumers can purchase preneed funeral plans from Subscriber funded by life insurance policies issued by Provider.
By participating in the Program, Subscriber agrees to be the servicing funeral home on all online preneed funeral contracts sold by Provider through Subscriber’s website or which designates Subscriber as provider. All such preneed contracts shall be sold through a link on Subscriber’s website which will connect consumers desiring to purchase a preneed funeral plan online to Provider’s Program.
For all preneed funeral plans sold via the link on Subscriber’s website, Subscriber shall be designated as the servicing funeral home and Subscriber agrees to provide the funeral goods and services specified in the preneed plan in accordance with the terms, and for the prices and consideration, specified therein.
Provider, operating as Directors Business Solutions, offers various administrative and business services (“Financial Services”), including Accounting & Financial Reports, Accounts Payable, and Full-Service Payroll, which constitute the administrative and consulting services related to general accounting and payroll management.
Provider offers the equipment, software, support and consulting services (“Technology Services”), so as to allow Subscriber and its personnel to use general-purpose internet, network, and computer services, video and live streaming services, and other technology services designed for the funeral and related events provided for by Subscriber.
Provider, through its agents and employees, shall devote the appropriate time, attention, and energies to the delivery of the Business Solutions, and shall utilize commercially reasonable efforts in the furtherance of the business of Subscriber. Provider agrees to execute, and shall ensure that its personnel execute, the Business Solutions in a professional and timely manner.
The Parties’ obligations under this Agreement are subject to the following:
Provider and Subscriber may rely upon any notice or other communication of any nature with the other Party relating to the Business Solutions and the scope thereof (written or oral, including, without limitation, telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement), and neither Provider nor Subscriber shall have any duty to verify the identity or authority of the representative making any such notice or communication; and
Neither Provider nor Subscriber shall be liable for any action or inaction taken or omitted to be taken by it pursuant to, and in accordance with, instructions received through communications from any of the other Party or its agents, employees or Affiliates.
Subscriber acknowledges that the Business Solutions to be provided hereunder are not a guaranty of overall business success or profit. The Business Solutions to be provided hereunder are intended to be complementary to, and not in replacement of, the ongoing advice and counsel of Subscriber’s information technology provider, certified public accountant, legal counsel, and other comparable professionals, as the case may be.
Subscriber further acknowledges that the Business Solutions shall require the presence of basic information technology sufficient to support Wi-Fi based technology and reliable high speed internet service with bandwidth adequate to allow the proper functioning of the Business Solutions. The providing of these infrastructure and supportive services shall be at the sole cost and responsibility of Subscriber and shall meet such specifications as Provider may request.
As pertains to Financial Services:
Subscriber acknowledges that the use of QuickBooks Online (“QBO”) is required for the proper provision of any Financial Services requested. Subscriber will use the QBO platform, which provides full visibility of its books online and offers flexible check-writing options via QBO, Passare, or handwritten methods. To clarify the obligations of the Parties, if Subscriber currently uses QuickBooks Desktop, the Activation Fees payable by Subscriber will include the conversion to QBO at no additional cost, as well as any necessary QBO training by Provider. Subscriber is solely responsible for all fees associated with its QBO subscription.
As pertains to Technology Services:
The Parties acknowledge that all Technology Services shall be performed by the personnel of Subscriber with appropriate and reasonable training and support from Provider. It is anticipated that the Technology Services to be provided by Provider will be done on an almost exclusively remote basis. In order to better define the obligations of the Parties hereto, the Subscription Fees payable by Subscriber hereunder shall entitle Subscriber to not more than 10 hours of training per new subscription and 20 hours per month of ongoing support. Training and support in excess of such amounts shall be charged to Subscriber monthly at Provider’s prevailing hourly rates.
License Terms and Subscription Rights
Provider grants Subscriber a limited, non-exclusive, non-assignable right to access and use the Business Solutions as described herein, subject to the terms of this Agreement. Provider retains all rights, title, and interest in its services, including any intellectual property, trademark rights, proprietary content, and related materials. Subscriber shall comply with the terms regarding usage, payment, and confidentiality, ensuring that all Business Solutions are utilized within the agreed-upon scope.
Subscriber agrees not to reproduce, sell, resell, assign, rent, lease, or exploit any portion of the Business Solutions for commercial purposes without Provider’s express written consent.
Subscriber acknowledges that the Business Solutions provided hereunder utilize web-based and other services through agreements between Provider and third parties. Subscriber’s access to and use of these Business Solutions is provided on a non-exclusive, non-assignable and limited basis through Provider and its agreements with these service providers. Subscriber’s access to these Business Solutions is contingent upon this Agreement and shall terminate upon any termination of this Agreement. Subscriber further agrees to abide by any terms of use or other acceptable use standards applicable to the use of such third-party services and that any violation of such terms or standards may result in the immediate termination of Business Solutions by Provider.
Subscriber agrees that it shall only video, record, live stream, or publish events, services and content for which it has the right to do so and will not use the Business Solutions provided hereunder to violate any copyright or other intellectual property right held by any third party.
As pertains to Marketing Services:
By signing up for DMP Plus or DMP Premium, Subscriber shall receive annual Video and Boost Budget/Credits provided by the package. If, for any reason, Subscriber does not use all of the allotted budget/credits within the current Subscription Period, the remaining amounts will expire upon renewal or cancellation.
Provider’s Audio/Visual Solutions team offers video filming and photography services (“Video Services”), which include, but are not limited to, on-site funeral home and community video footage, employee interviews, and family testimonials. These Video Services can be performed either in-person, on-site at Subscriber’s location (“Video Trip”) or virtually (e.g., via Zoom or other remote video conferencing platforms) for interviews and testimonials. By agreeing to utilize DMP Plus, Subscriber will be entitled to one non-renewable and non-transferable in-person Video Trip at Subscriber’s location by Provider’s Audio/Visual Solutions team at no additional cost (including travel, lodging, meals). By agreeing to utilize DMP Premium, Subscriber will be entitled to one non-transferable in-person Video Trip per year at no additional cost (including travel, lodging, meals). Once these on-site Video Services have been utilized, Subscriber will be obligated to pay Provider’s customary charges for any subsequent on-site Video Services. Virtual Video Services (such as remote interviews or testimonials) are available to Subscriber and will not count against the Video Trip allowance. However, any virtual Video Services will be deducted from the Video Budget/Credits included in the Subscriber’s DMP package. If, for any reason, Subscriber cancels previously scheduled on-site Video Services, Subscriber agrees to reimburse Provider for any expenses associated with the cancellation, including any charges for flight or hotel cancellations.
As pertains to the Program:
Provider and Subscriber shall work together in the selection of goods, services, plans and pricing for all preneed funeral plans to be offered through the Program for which Subscriber will be the provider. Provider agrees that it shall not offer any preneed funeral plan through the Program which has not been previously approved by Subscriber.
Subscriber warrants that all photos, images, trademarks and other content supplied by it to Provider for use on Provider’s website shall be properly licensed and/or owned by Subscriber. Subscriber further agrees that it will not submit or provide for use to Provider any photos or images that are stock in nature and do not depict actual people associated with, or property owned by, Subscriber.
Subscriber agrees that Provider shall be its exclusive provider for online preneed sales, marketing and funding during the Term of this Agreement and that during such Term, Subscriber shall not sell or enter into any online preneed funeral plan that is not funded by Provider.
Subscriber acknowledges that the Program is proprietary to Provider and constitutes valuable proprietary information and trade secrets. Therefore, during the Term of this Agreement and following any termination hereof, Subscriber shall not use or appropriate the Program or any part thereof for its own use or for the use and benefit of any third party. Subscriber agrees that damages following any breach of this provision would be difficult to determine and that Provider shall be entitled to injunction relief to remedy any breach hereof.
Subscriber shall not share in any of the proceeds or profits associated with the sale of any preneed insurance, except for ordinary commissions payable to selling agents who may also be employees of Subscriber.
As pertains to Technology Services:
Provider makes no claim or assertion of ownership or right to any video or recording made or broadcast by use of or through the Technology Services provided hereunder. Ownership of video recordings and broadcast events shall be solely a matter to be determined between Subscriber and its customer. Provider further has no obligation to store or archive digital copies of recorded events to the extent not otherwise kept by any third-party service. Ultimate responsibility for the preservation of recorded events shall be the responsibility of Subscriber.
Access
Subscriber shall make available on a timely basis to Provider any relevant information, materials, or equipment reasonably requested by Provider to enable it to provide the Business Solutions hereunder.
Provider shall afford to Subscriber and their employees reasonable access, upon reasonable notice during normal business hours during the Term, to the personnel, books of accounts, computer systems, and other records of Provider as needed to provide the Business Solutions.
Section B: Financial Matters
Payment
For access to, use of, and provision of Business Solutions under the Agreement, Subscriber agrees to pay the Activation Fees, Subscription Fees, and expenses (collectively, the “Fees”) as detailed in the Statement of Services and Fees included in the Agreement. Provider agrees to issue invoices either monthly or annually, based on the Billing Frequency selected by Subscriber. Payment will be made in accordance with the invoicing and other requirements set forth and selected in the Subscription Payment Terms of the Agreement, as well as any additional provisions of these Terms and Conditions, where applicable.
As pertains to the Program:
Subscriber agrees to pay Provider, upon execution of the Agreement, a one-time non-refundable Activation Fee in the amount shown under the Statement of Services and Fees of the Agreement.
As pertains to Technology Services:
Subscriber shall have the option to either lease or purchase from Provider the video equipment used in providing live streaming services hereunder. The terms of purchase, should Subscriber elect to do so, shall be set out in the Subscription Terms of the Agreement, and the details of such equipment or services outlined in attached Exhibits, as applicable.
Maintenance and repair of the equipment once leased or purchased shall be the sole responsibility of Subscriber. Provider shall transfer to and allow Subscriber to have the benefit of any manufacturer warranty covering the equipment.
Should Subscriber elect to lease equipment, Subscriber shall pay a monthly lease charge fee as set out in the Subscription Terms of the Agreement. All such leased equipment, as detailed in the applicable attached Exhibits, shall be immediately returned to Provider in the event this Agreement is terminated for any reason.
Payment shall be made in U.S. dollars and will be considered past due if not paid within ten (10) days after Subscriber’s receipt of a properly submitted and valid invoice from Provider. In the event of a dispute regarding an invoice, Subscriber must notify Provider in writing within ten (10) days of receipt, providing details of the dispute. During the dispute resolution process, Subscriber is still obligated to pay any undisputed portion of the invoice.
Payments for Fees past due shall bear interest calculated on a per annum basis at an interest rate of twelve percent (12%), commencing on the 11th day after the payment due date. The interest will accrue until the overdue amount is paid in full. Subscriber shall have no right to offset, deduct or counterclaim any amounts owed Provider hereunder. In the event of any termination of this Agreement (other than due to Provider’s breach) Subscription Fees for the remainder of the Term shall become immediately due and payable.
In the event Subscriber has any past due amount owing to Provider, Provider shall have the right without prior written notice to Subscriber, to offset and deduct such past due Fees against any other amounts or funds owed by Provider to Subscriber or its owners, including commission and reserve amounts arising out of preneed insurance sales by Subscriber or its owners. If Subscriber is more than sixty (60) days late in the payment of any amount due to Provider, Provider shall have the right to discontinue and/or terminate Business Solutions under this Agreement.
Activation and Subscription Fees for Business Solutions and/or locations added via Addendum are based on the prevailing rates in effect at the time of the effective date of the Addendum (the “Subscription Add Date”) and any additional applicable provisions as outlined in these Terms and Conditions. Activation Fees and expenses, including but not limited to, initial equipment and training costs, for any added Business Solutions and/or locations shall be due on the Subscription Add Date. Monthly Subscription Fees for additions to the Agreement will begin on the first day of the subsequent billing cycle. Annual Subscription Fees for additions will be prorated to the next renewal date of the Agreement.
Fee Adjustment
Fees will remain fixed for the duration of the Initial Subscription Period. Fees may be adjusted following the Initial Subscription Period or annually during any Renewal Period (as defined in Section C) at the discretion of Provider based on the Provider’s prevailing rates and/or changes in Subscription usage (including, but not limited to, increase in at need case count or change in technology). Provider will give thirty (30) days’ notice of such adjustments, which will take effect at the start of the subsequent Renewal Period.
Notwithstanding the above, if there is a material change in the scope of Business Solutions being provided that impacts resource allocation or requires additional functionality (including, but not limited to, increase in at need case count or change in technology), Provider reserves the right to amend the Business Solutions provided for herein and the Fees charged for such Business Solutions at its discretion by delivering to Subscriber an amended Statement of Services and Fees. Provider will give thirty (30) days’ notice of such adjustments, which will take effect at the start of the next billing cycle or, if paying annually, prorated to the next billing cycle. If Subscriber does not agree with the amended fees, Subscriber may terminate the Agreement in accordance with the Termination provisions (as defined in Section C.1) of these Terms and Conditions without penalty.
Provider further reserves the right to invoice in arears if the actual usage, at the end of any Subscription Period, exceeds the agreed-upon Subscription usage (including, but not limited to, at need case count or change in technology) for the prior year by more than 10%. Fees for Business Solutions selected hereunder may likewise be adjusted in the event that volume exceeds represented levels.
Taxes and Fees
Subscriber agrees to pay and be responsible for any and all taxes, fees, or duties imposed by any jurisdiction as a result of the license granted to Subscriber or Subscriber’s use of the Business Solutions pursuant to this Agreement. This includes, but is not limited to, any sales or value-added taxes applicable to the Business Solutions and equipment provided by Provider under this Agreement.
Subscriber shall not be responsible for any other taxes or assessments, such as employment taxes, taxes based on Provider’s income, or taxes imposed on Provider due to its provisioning of Business Solutions under this Agreement.
Both Provider and Subscriber agree to furnish, at their own cost, all required tax documentation or exemption information reasonably requested by the other Party to comply with applicable tax laws.
Section C: Duration and Changes
Term and Termination
Subscriber agrees to comply with the provisions outlined in the Subscription Terms of the Agreement. The term (“Term”) of the Agreement and the provision of Business Solutions shall commence on the Effective Date and continue as outlined hereunder, as applicable, subject to termination by either Party as provided herein. Termination or cancellation of one or more individual Business Solution does not automatically result in the termination of the entire Agreement. The Agreement shall remain in full force and effect as it pertains to any remaining Business Solutions selected by Subscriber unless explicitly stated otherwise in the termination notice or mutually agreed upon by the Parties. Each Business Solution may be governed by its own termination provisions, as outlined in this Agreement.
As pertains to Marketing Services, the Program, and Financial Services:
The Agreement shall have an Initial Subscription Period of one (1) year and shall renew automatically on the anniversary of the Subscription Start Date for successive one-year periods (“Renewal Period”) unless terminated as herein after provided.
As pertains to Technology Services:
The Agreement shall have an Initial Subscription Period of three (3) years and shall renew automatically thereafter for successive one-year Renewal Periods unless terminated as herein after provided.
Unless Subscriber provides Provider with a written termination notice at least sixty (60) days prior to the expiration of the Initial Subscription Period (or any Renewal Period), the Subscription Period (or the Renewal Period, as applicable) shall automatically renew at Provider’s prevailing rates in effect at the time of the renewal.
In the event of a breach of this Agreement by Provider, Subscriber shall give written notice of such breach to Provider. Provider shall have thirty (30) days from the receipt of such notice to cure the breach. If Provider fails to cure the breach within the thirty-day cure period, or within a reasonable time if the breach cannot reasonably be cured within thirty (30) days, Subscriber may terminate the Agreement immediately upon written notice. Notwithstanding the above, either Party may terminate this Agreement immediately upon written notice in the event of a material breach of this Agreement, where the breach is deemed significant enough that it cannot be cured within the reasonable time period.
Additionally, this Agreement may be terminated as follows:
Subscriber may cancel by written notice one or more Business Solutions within thirty (30) days of the Effective Date without incurring Subscription Fees for the cancelled Business Solution(s), provided services have not yet commenced. However, any Activation Fees and initial expenses paid are non-refundable. The Agreement will remain in effect for any remaining Business Solutions unless otherwise terminated, with no further obligations regarding the cancelled Business Solution(s), except for the retention of non-refundable Activation Fees and expenses and any provisions that survive termination.
By Provider immediately upon written notice in the event Subscriber fails to pay Fees as provided herein.
By Provider immediately upon written notice in the event Subscriber ceases to do business, is sold or transferred, no longer has appropriate licensing to sell preneed funeral plans or service the same, or has otherwise engaged in disreputable or illegal conduct.
As pertains to the Program:
By Provider immediately upon written notice in the event there is any change in the law or regulations governing preneed sales or funding which affects the sale or funding of preneed funeral plans sold through the Program.
Subscriber agrees that Provider, in its sole discretion, may terminate or otherwise modify or limit Subscriber’s license to use the Business Solutions, with or without prior notice.
Subscriber agrees that Provider shall not be liable to Subscriber or any third party for any termination of Subscriber’s license to use the Business Solutions.
Amendments
Provider reserves the right to amend or update these Terms and Conditions with respect to non-material changes, provided that Subscriber is given at least ten (10) days’ written notice of such changes.
Any material amendments, including changes to covenants, representations, warranties, or conditions, shall require mutual agreement and must be made in writing and signed by both Subscriber and Provider.
Waivers of compliance with any term of this Agreement must also be in writing and signed by the Party waiving such compliance.
Section D: Confidentiality and Liability
Confidential Information
Each Party (“Recipient”) agrees to keep confidential all information of the other Party (“Disclosing Party”) marked or which is by its nature confidential or proprietary. Such information shall only be disclosed to those employees of the Recipient and agents who need to know the same and the Recipient undertakes to ensure that such employees and agents are made aware of the confidential nature of the information prior to such disclosure. The Recipient agrees that it will not disclose or permit to be disclosed such information, directly or indirectly, to any third party (other than agents on need-to-know basis) without the Disclosing Party’s prior written consent. However, these obligations of confidentiality do not apply to information that is publicly available, already in the Recipient’s possession other than as result of breach of any confidentiality obligation or required to be disclosed by order of a court or governmental entity.
The Recipient shall take all such steps as shall be necessary to protect the confidential information and intellectual property of the Disclosing Party and to notify the Disclosing Party as soon as it becomes aware of any unauthorized use of the whole or any part of the same.
Each Party’s obligations under this Section D.1 shall expire two (2) years from the termination of this Agreement.
The Recipient acknowledges and agrees that the confidential information to be disclosed to it hereunder may be of unique character and that the breach of any provision of this Agreement may cause the Disclosing Party irreparable injury, and consequently, the Disclosing Party shall be entitled to injunctive and equitable relief to prevent breach of any part of this Agreement and to secure compliance hereto. The Disclosing Party further acknowledges and agrees that in no event shall it be entitled to an award of punitive, special, or consequential damages arising out of any breach of this confidentiality provision.
Indemnification
In the event of any breach of this Agreement by Subscriber, Subscriber agrees to indemnify and hold Provider harmless from and against any claims, damages, or liabilities arising from such breach.
As pertains to Marketing Services:
If Subscriber has selected Marketing Services that include Social Media Management or Google Ads, Subscriber is agreeing to give Provider permission to post ads and social media posts on Subscriber’s behalf and is agreeing that Provider shall not be liable for any comments, reviews or suggestions mentioned on Subscriber’s social media pages by consumers who visit Subscriber’s pages.
The content of any articles or information provided is the sole responsibility of the author of such materials, and Provider assumes no responsibility or liability for the accuracy of such materials.
As pertains to the Program:
The Parties agree that Subscriber shall be solely responsible for providing the goods and services as agreed in any preneed funeral plan sold through the Program and shall indemnify and hold Provider harmless from any claim of liability or damages related thereto.
Disclaimer of Warranties
Provider does not guarantee that Business Solutions will operate error-free or that access to the Business Solutions will be uninterrupted, or that Provider will be able to correct all errors with respect to the Business Solutions. Subscriber acknowledges that Provider does not control the transfer of data over communications facilities, including the internet, and that access to the Business Solutions may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Provider is not responsible for any delays, delivery failures, or other damage resulting from such problems. To the extent not prohibited by law, Provider expressly disclaims all implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement.
Section E: Additional Provisions
Force Majeure
Neither Party shall be responsible for a 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; 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. This Section E.1 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 Business Solutions.
Independent Contractor
Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture, employer and employee between the Parties, it being understood and agreed that no provision contained in this Agreement, and no act of the Parties hereunder, shall be deemed to create any relationship between the parties other than the relationship of independent contractor.
Provider shall be solely responsible for all compensation, benefits, and withholding and other applicable taxes for its employees and for providing all necessary unemployment and workers compensation insurance for its employees.
Damages Waiver
In no event shall either Party or any of their respective officers, employees, agents, subsidiaries and affiliates have any liability for any lost profits, or incidental, indirect, special, punitive or consequential damages arising from or relating to this Agreement. In no event shall any damages awarded against the Provider arising out of the Business Solutions to be provided hereunder exceed the total of fees paid by Subscriber to Provider in the 12 months immediately prior to any such claim.
The Parties to this Agreement expressly waive their right to trial by jury of any claim or action arising under this Agreement and agree that any such claim or action may be determined by the Judge of any Court of competent jurisdiction in Taylor County, Texas.
Subscriber further agrees to hold Provider harmless from and against any and all liability, damages or penalties related to or arising out of Subscriber’s use of the Business Solutions, including but not limited to claims brought by third parties.
Waiver
No waiver of any breach or violation of this Agreement shall be deemed a waiver of any other breach or violation of any terms, provisions, or covenants contained herein. Similarly, any forbearance in enforcing remedies upon an event of default shall not be construed as a waiver of such default or any other remedy available under this Agreement.
Assignment
This Agreement is personal to Subscriber and may not be assigned by Subscriber without Provider’s prior written consent. Provider may assign this Agreement without Subscriber’s consent, provided that Subscriber is given at least thirty (30) days’ written notice. This Agreement, along with the rights and obligations arising hereunder, shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. Except as provided in this Section, neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
No Third-Party Beneficiaries
Each Party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties hereto.
Severability
If any provision of this Agreement or the application of any such provision to any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall remain in full force and effect as if such illegal, invalid or unenforceable provision is not part hereof, unless any such deletion of provision of this Agreement frustrates an essential purpose of this Agreement or a material right of a Party hereunder, in which case such affected Party may terminate this Agreement without further obligation or penalty.
Applicable Law
This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the State of Texas and the federal laws of the United States applicable therein, without regard to conflict of law principles. The venue for any legal action arising from or relating to this Agreement shall be in Abilene, Taylor County, Texas.
Attorney’s Fees
If any legal action is brought by either party in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and other costs incurred in addition to any other relief awarded.
Section F: Administrative Matters
Notices
Any notice or other communication required or permitted to be given in accordance with this Agreement shall be in writing and shall be delivered to a Party, with confirmed answer back in each case, at the address specified below by (1) depositing the notice in the mail, using registered mail, return receipt requested, (2) confirmed email or 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 than an email or 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.
To Provider
For Marketing Services and the Program:
Funeral Directors Life Insurance Company
ATTN: Drew Seale
6550 Directors Parkway
Abilene, Texas 79606
For Financial Services:
Directors Business Solutions
ATTN: Jason Gazaille
6550 Directors Parkway
Abilene, Texas 79606
For Technology Services:
Funeral Directors Life Insurance Company
ATTN: Ron Clyde
6550 Directors Parkway
Abilene, Texas 79606
To Subscriber
At address indicated on Agreement
Either Party may change the address to which such communications are to be directed to it by giving notice to the other Party in the manner set forth in this Section F.
Entire Agreement
This Agreement, including the Subscription Terms, Exhibits, and any amendments thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the Parties on such matters. The contents of the Subscription Terms, Exhibits, and amendments are hereby incorporated into and made part of this Agreement as if set forth in full herein. Any capitalized terms used in the Subscription Terms but not otherwise defined therein shall have the meanings ascribed to them in this Agreement.
Counterparts
This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.