Fintra Master Terms of Service

1.1 Binding Agreement. These Terms govern all access to and use of the Fintra platform and services. By executing an Order Form that references these Terms, or by accessing or using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

1.2 Customer. "Customer" means the entity or person that executes an Order Form or accesses the Platform, together with (a) its Affiliates; (b) its successors and permitted assigns; and (c) each User (Section 7). Customer is responsible for its Affiliates' and Users' compliance with these Terms and is jointly and severally liable for their acts and omissions in connection with the Platform.

1.3 Authority. The individual accepting these Terms or executing an Order Form represents that they are authorized to bind Customer, including its Affiliates as described in Section 1.2.

1.4 Updates. These Terms may be updated as described in Section 11. The version of these Terms most recently accepted by Customer (or, for an individual User, by that User) governs.

1.5 Responsibility for Personnel and Recipients. Customer is responsible for, and liable for the acts and omissions of, its owners, officers, employees, contractors, agents, and Affiliates ("Customer Personnel"), and any other person to whom Customer or its Personnel provides or discloses access to the Platform, the Services, or any Protected Materials or Confidential Methods (a "Recipient") — whether or not that person logs into the Platform or signs any document. Customer will (a) ensure all Customer Personnel and Recipients comply with Sections 3, 5, 6, and 15; (b) not provide any Protected Materials or Confidential Methods to any person except for the authorized use of the Services; and (c) be liable for any breach of those Sections by any Customer Personnel or Recipient as if Customer had committed it.

2.1 Platform. Fintra provides a software platform and related marketing and communication services for funeral homes, insurance agencies, and related businesses to manage leads, customers, sales, and analytics (the "Platform"). The Platform includes the services made available through gofintra.com and gofintra.io and any related applications, tools, and communications infrastructure.

2.2 Scope. Specific features, service levels, and fees are defined in your Order Form, which incorporates these Terms.

2.3 Changes. We may modify, update, or discontinue aspects of the Platform; material reductions to services you have paid for will be addressed in your Order Form or by a pro-rata remedy.

3.2 Trade Secrets. Customer acknowledges that the Protected Materials, including the Confidential Methods, are Fintra's confidential information and trade secrets, whether or not marked, and derive independent value from not being generally known.

3.3 No Customer Ownership. Customer gains no ownership rights in anything created on or through the Platform; customizations and configurations become part of the Platform; special IP arrangements require a separate written agreement signed by Fintra's CEO.

3.4 Limited License. Subject to payment of fees, Fintra grants Customer a limited, revocable, non-exclusive, non-transferable license to access and use the Platform and deliverables solely for Customer's internal business purposes during the subscription.

4.2 Fintra's Rights. Customer grants Fintra a perpetual, irrevocable right to use Platform Data and De-identified Data to operate, maintain, improve, and secure the Platform; to develop products and services; and to create analytics, benchmarks, and industry insights. These rights survive termination. Fintra does not sell Personal Information and does not publicly release individual customer data.

4.3 Personal Information. Personal Information within Customer Content is processed in accordance with Fintra's Privacy Policy (gofintra.com/privacy) and applicable law. Where applicable law grants deletion rights, Fintra honors verified deletion requests for Personal Information; De-identified Data and aggregate analytics are retained.

5.1 Responsibilities. Customer and each User are responsible for their use of the Platform and compliance with all applicable laws.

5.3 Enforcement. Fintra may monitor Platform activity, remove or refuse content, and suspend or terminate access to protect the Platform and its customers. Fintra has no obligation to monitor but reserves all rights to do so.

6.1 No Reverse Engineering. Customer and each User will not reverse engineer, decompile, disassemble, or copy the Platform or any Protected Materials, or attempt to derive their structure, algorithms, or methods.

6.2 No Copying or Use of Protected Materials. Customer and each User will not copy, reproduce, use, disclose, distribute, or commercially exploit the Protected Materials or Confidential Methods, or use them to design, develop, assist, or fund any product or service — including by using knowledge, screens, sequences, copy, or methods observed through access to the Platform, whether the use occurs on or off the Platform, or from memory, notes, or screenshots. This obligation applies during the subscription and continues after it ends for as long as the Protected Materials and Confidential Methods remain protected by trade secret, copyright, or other intellectual property law.

6.3 Independent Competition Not Restricted. Nothing in these Terms prohibits Customer or any User from engaging in a competing business using independently developed materials, methods, and technology that do not use, copy, or derive from the Protected Materials or Confidential Methods.

6.4 Non-Circumvention. Customer and each User will not engage Fintra's developers, vendors, subcontractors, or underlying-technology providers for the purpose of obtaining, replicating, or reconstructing the Protected Materials or Confidential Methods.

6.5 Non-Solicitation. During the subscription and for twelve (12) months after it ends, Customer will not solicit for employment or engagement Fintra's employees or contractors whom Customer came to know through the Platform relationship.

6.6 Reasonableness. The parties agree these obligations are reasonable and necessary to protect Fintra's trade secrets and goodwill. If a court finds any provision of this Section overbroad, it will be enforced to the maximum permitted scope rather than voided.

6.7 Survival. This Section 6 survives termination as stated.

7.1 Users. "User" means each individual who accesses the Platform through Customer's account or on Customer's behalf — including employees, contractors, and agents — whether or not they signed any agreement.

7.2 Individual Acceptance. Each User must accept these Terms at first access and upon material updates (Section 11). By accessing the Platform, each User agrees to be personally bound by Sections 3, 5, 6, and 15 and represents that they act with Customer's authorization. Fintra records each acceptance, including identity, date and time, and version.

7.3 Personal Responsibility. A User's obligations under Sections 3, 5, 6, and 15 are personal and survive the end of the User's relationship with Customer. An individual who knowingly directs or participates in a breach of Section 3 or Section 6 is personally liable for that breach.

7.4 Account Security. Customer and Users will keep credentials confidential and are responsible for all activity under their accounts.

8.1 Security Measures. Fintra maintains commercially reasonable security measures, including encryption of data in transit and at rest, access controls, multi-factor authentication capability, monitoring, backups, and incident response procedures.

8.2 Incident Response. Fintra will investigate and remediate security incidents promptly and will notify affected customers as required by law.

8.3 Privacy. Fintra does not sell Personal Information. Personal Information is handled in accordance with Fintra's Privacy Policy at gofintra.com/privacy.

8.4 Customer Responsibilities. Customer remains responsible for its own legal and compliance obligations, consents, and account security, and should maintain its own backups. No security is perfect; Fintra is not liable for sophisticated attacks despite reasonable measures.

9.1 Fees. Customer will pay the fees stated in its Order Form.

9.2 Payment Terms. Invoice timing, late fees, and suspension terms are as stated in the Order Form. Where the Order Form is silent, invoices are due within 30 days. Fintra may suspend service for late payment.

9.3 Taxes. Fees exclude taxes, which are Customer's responsibility.

9.4 No Refunds. All fees are non-refundable.

9.5 Price Changes. Price changes take effect at renewal with at least 30 days' notice.

10.1 Term. These Terms apply while Customer or any User uses the Platform.

10.2 Termination. Either party may terminate as specified in the Order Form or for uncured material breach. Fintra may suspend or terminate access immediately for violation of Section 5 or Section 6, non-payment, or illegal activity.

10.3 Effect of Termination. Upon termination, access ends; unpaid fees become due; Customer may export Customer Content for 30 days; and no refunds are provided.

10.4 Survival. The following survive termination: Sections 3 (Intellectual Property), 4 (Data Rights), 5 (Acceptable Use, as to conduct occurring during the subscription), 6 (Protection of Fintra Materials, as stated in that Section), 7 (Users), 12 (Warranties and Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), 15 (Confidentiality), 16 (Remedies and Enforcement), and 17 (General Provisions).

11.1 Updates. Fintra may update these Terms by posting the new version at gofintra.com/terms with a new version number and effective date.

11.2 Acceptance of Updates. Material updates are presented for affirmative acceptance at next login: (a) an authorized administrator of Customer accepts on behalf of the Customer entity and its Affiliates; and (b) each User accepts as to their individual obligations. Continued use of the Platform requires acceptance. Fintra records identity, date and time, and version for every acceptance.

11.3 Notice. For material updates, Fintra will provide at least 30 days' notice by email or in-Platform notice before the effective date.

11.4 Governing Version. The version most recently accepted by Customer's administrator governs Customer; the version most recently accepted by a User governs that User.

12.1 Mutual Warranties. Each party warrants it has authority to enter these Terms.

12.2 Disclaimer.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." FINTRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.

13.1 Customer Indemnification. Customer will defend, indemnify, and hold harmless Fintra and its affiliates, officers, directors, employees, and agents from all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) arising from Customer's or its Users' use of the Platform, violation of these Terms or any law, data or content, or violation of third-party rights.

13.2 Control. Fintra controls the defense of indemnified claims and may settle in its discretion.

14.1 No Consequential Damages.

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

14.2 Liability Cap.

EXCEPT FOR (A) CUSTOMER'S INDEMNIFICATION OBLIGATIONS AND (B) BREACH OF SECTION 3, SECTION 6, OR SECTION 15, TOTAL LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF (I) FEES PAID IN THE 12 MONTHS BEFORE THE CLAIM OR (II) $10,000.

14.3 Essential Purpose.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE.

14.4 Basis of Bargain.

YOU ACKNOWLEDGE THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT AND FINTRA WOULD NOT PROVIDE THE PLATFORM WITHOUT THEM.

15.1 Definition. "Confidential Information" means non-public information marked confidential or reasonably understood to be confidential, and includes the Protected Materials and Confidential Methods whether or not marked.

15.2 Obligations. Each party will protect the other's Confidential Information and use it solely for the purposes of this agreement.

15.3 Exceptions. Obligations exclude information that is public, rightfully known, independently developed, or legally required to be disclosed (with notice where lawful).

15.4 Platform Data Not Confidential. Platform Data and De-identified Data as defined in Section 4 are not Customer's Confidential Information.

15.5 Survival. These obligations survive termination; trade-secret protection lasts as long as the information remains a trade secret.

16.1 Irreparable Harm. Breach of Section 3, Section 6, or Section 15 causes Fintra irreparable harm for which money damages are inadequate. Fintra is entitled to injunctive relief and specific performance without posting bond, in addition to all other remedies at law or in equity.

16.2 Attorneys' Fees. The prevailing party in any dispute recovers reasonable attorneys' fees and costs.

16.3 Cumulative Remedies. Fintra's remedies are cumulative and in addition to its rights under intellectual-property, trade-secret, and other applicable law against any person — whether or not a party to these Terms — who misappropriates, copies, or misuses the Protected Materials or Confidential Methods.

17.1 Entire Agreement; Order of Precedence. These Terms, the applicable Order Form, and any Partner Agreement form the complete agreement between the parties, superseding all prior agreements on the same subject matter. In the event of conflict: an Order Form controls commercial terms only (fees, term, and scope); these Terms control all other matters; and no Order Form, subscription agreement, or Partner Agreement reduces the protections of Sections 3 through 7 or Sections 15 through 16 unless it does so expressly and is signed by Fintra's CEO.

17.2 Assignment. Customer may not assign without Fintra's written consent; Fintra may assign freely. These Terms bind successors and permitted assigns.

17.3 Governing Law; Venue. Tennessee law governs, excluding conflicts rules. Exclusive venue is the state and federal courts located in Davidson County, Tennessee.

17.4 Waiver of Jury Trial.

BOTH PARTIES WAIVE ANY RIGHT TO JURY TRIAL.

17.5 Severability. Invalid provisions will be modified to be enforceable to the maximum permitted scope (consistent with Section 6.6) or removed; the remainder stays in effect.

17.6 Force Majeure. Neither party is liable for delays beyond its reasonable control.

17.7 Notices. Legal notices must be written and sent to the addresses in the Order Form.

17.8 No Waiver. No waiver is effective unless written and signed.

17.9 Independent Contractors. The parties are independent contractors, not partners or agents.

17.10 Export Compliance. Customer will comply with all export laws and restrictions.

17.11 Publicity. Fintra may identify Customer as a customer and use Customer's name and logo in marketing unless Customer opts out in writing.

17.12 No Third-Party Beneficiaries. These Terms benefit only the parties, except that Fintra's Affiliates are intended beneficiaries of Sections 13 and 16.

17.13 Interpretation. These Terms are not construed against the drafter. Headings are for convenience only.

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 25% of voting interests or the power to direct management.

"Confidential Methods" has the meaning given in Section 3.1(h).

"Customer" has the meaning given in Section 1.2.

"Customer Content," "Platform Data," and "De-identified Data" have the meanings given in Section 4.1.

"Order Form" means any ordering document, statement of work, service agreement, or order flow referencing these Terms.

"Partner Agreement" means an agency or enterprise partner agreement referencing these Terms.

"Personal Information" means information that identifies or could identify a natural person.

"Platform" has the meaning given in Section 2.1.

"Protected Materials" has the meaning given in Section 3.1.

"User" has the meaning given in Section 7.1.