Subscription Agreement
Effective Date: April 7, 2026 · Version: 2026-04-07
Memorial Intelligence, LLC
This Subscription Agreement ("Agreement") is entered into between Memorial Intelligence, LLC ("Provider") and the Customer identified in the applicable Order Form ("Customer"). By accepting this Agreement, Customer agrees to be bound by all terms below.
1. Grant of License
Subject to Customer's compliance with this Agreement and payment of all applicable fees, Memorial Intelligence, LLC ("Provider") grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Memorial Intelligence platform solely for Customer's internal business operations at the locations identified in the applicable Order Form.
2. License Restrictions
Customer shall not, and shall not permit any employee, contractor, affiliate, consultant, or third party to:
- copy, modify, adapt, translate, distribute, sell, lease, sublicense, assign, or timeshare the Platform;
- reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, object code, structure, sequence, organization, algorithms, prompts, workflows, models, logic, architecture, or underlying ideas of the Platform;
- access or use the Platform to build, train, improve, benchmark, or assist in the creation of any competing software, funeral home management platform, crematory management platform, case management system, arrangement software, pricing intelligence tool, workflow automation system, or AI-enabled operational platform;
- copy or recreate the look and feel, screen flows, field structures, forms logic, automation rules, dashboard layouts, reports, prompt structures, training materials, implementation materials, or user experience of the Platform;
- scrape, spider, harvest, download, export, or extract Platform content, metadata, analytics, workflows, or nonpublic information except through features expressly authorized by Provider;
- remove, obscure, or alter any copyright, trademark, confidentiality, or proprietary notices;
- use the Platform for unlawful purposes or in a manner that violates any applicable law, regulation, or third-party rights;
- permit access to the Platform by any competitor of Provider for benchmarking, evaluation, development, or commercial comparison purposes without Provider's prior written consent.
3. Ownership
The Platform is licensed, not sold. As between the parties, Provider and its licensors own and retain all right, title, and interest in and to the Platform, including all software, source code, object code, workflows, forms logic, structure, screen displays, designs, compilations, documentation, training materials, implementation materials, AI features, prompts, derivative works, improvements, modifications, updates, analytics methodologies, pricing methodologies, trade secrets, know-how, trademarks, service marks, and all related intellectual property rights.
Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise.
4. Customer Data
As between the parties, Customer retains ownership of Customer Data submitted to the Platform. Customer grants Provider a non-exclusive, worldwide, limited right to host, store, process, transmit, reproduce, and use Customer Data solely as necessary to provide, support, secure, maintain, improve, and administer the Platform and related services.
Provider may use aggregated and de-identified data for analytics, service improvement, benchmarking, reporting, and product development, provided such data does not identify Customer, its personnel, or its families.
5. Confidentiality
"Confidential Information" means all nonpublic information disclosed by or made available by either party that a reasonable person would understand to be confidential, including without limitation business plans, product roadmaps, pricing, software, source code, architecture, workflows, automation logic, prompts, templates, forms libraries, reports, training materials, implementation materials, security practices, customer lists, and nonpublic data.
Customer specifically acknowledges that the Platform's source code, architecture, workflows, business logic, AI instructions, templates, forms logic, dashboard structures, and implementation materials constitute valuable confidential and proprietary information and may constitute trade secrets of Provider.
The receiving party shall:
- protect Confidential Information using at least reasonable care;
- use it only to perform under this Agreement;
- not disclose it except to personnel and contractors with a strict need to know and written confidentiality obligations at least as protective as this Agreement.
6. Competitive Use Prohibition
Customer shall not use the Platform, any demo, any training, any screenshots, any exported materials, or any nonpublic information obtained from Provider to design, develop, procure, assist, or evaluate a competing or substantially similar product or service.
7. Feedback
If Customer provides suggestions, ideas, requests, recommendations, or feedback relating to the Platform, Provider may use and exploit such feedback without restriction or obligation, and without payment to Customer.
8. Fees; Trial; Billing
Customer shall pay the fees set forth in the applicable Order Form. If Customer enrolls in a free trial, Customer authorizes Provider to charge the payment method on file beginning immediately after the trial period ends unless Customer cancels before the trial expiration date. Any onboarding, hardware, setup, implementation, or other one-time fees disclosed in the Order Form shall become due as stated therein.
9. Suspension
Provider may suspend access to the Platform upon notice if Customer fails to pay fees when due, materially breaches this Agreement, creates a security risk, or uses the Platform in a prohibited manner.
10. Term and Termination
This Agreement begins on the Effective Date and continues for the Initial Term stated in the Order Form, renewing automatically for successive renewal terms unless either party gives timely notice of non-renewal as specified in the Order Form.
Upon termination or expiration:
- Customer's access rights immediately cease;
- Customer shall stop all use of the Platform and Confidential Information;
- Provider may delete Customer Data after any stated post-termination retrieval period;
- Sections concerning fees owed, ownership, confidentiality, restrictions, disclaimers, indemnity, liability limitations, and dispute terms survive.
11. Injunctive Relief
Customer acknowledges that any breach of Sections 2, 3, 5, or 6 may cause irreparable harm for which monetary damages alone would be inadequate. Provider shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity.
12. Warranty Disclaimer
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION. PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. Indemnity
Customer shall defend, indemnify, and hold harmless Provider from claims, damages, liabilities, costs, and expenses arising from Customer Data, Customer's misuse of the Platform, Customer's violation of law, or Customer's breach of this Agreement.
15. Governing Law; Venue
This Agreement shall be governed by the laws of the State of Maine, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Maine.
16. Electronic Acceptance
Customer agrees that checking an acceptance box, clicking "I Agree," electronically signing, or executing an Order Form electronically constitutes Customer's valid acceptance of this Agreement and any incorporated policies.
Order Form
The following fields are captured at the time of registration and recorded with your subscription.
| Customer Name | Captured at registration (authorized signer's full name) |
|---|---|
| Entity Type | Funeral Home / Crematory / Combined Operation |
| Number of Locations | Selected during registration |
| Plan | Memorial Intelligence Subscription — Standard |
| Monthly or Annual Fee | Calculated at registration based on location count and billing frequency |
| Onboarding Fee | As disclosed at registration |
| Hardware Fee | As disclosed at registration (if applicable) |
| Trial Start Date | Date payment method is added |
| Trial End Date | 30 days after trial start |
| Billing Start Date | Immediately after trial period ends |
| Renewal Type | Monthly / Annual (selected at registration) |
| Authorized Users Included | Up to 50 users per organization |
| Additional Terms | None unless separately agreed in writing |
Memorial Intelligence, LLC · Maine · Version 2026-04-07
Questions? Contact us at support@memorialintelligence.com