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    • Client Services Agreement Terms and Conditions

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    1. The Parties. These Terms and Conditions are part of the contract between YourEkko, LLC (“Company”), and the person accepting these terms and conditions (“Client”). Client and Company may also hereinafter be referred to as “Party” or the “Parties.”

    WHEREAS the Client intends to pay the Company for services provided under the following terms and conditions:


    2. Term.The term of any Agreement between the Parties shall commence on the date of payment to Company, until either the services are completed or one or both Parties terminate this Agreement pursuant to the Termination clause herein.

    • a. Continuation and Discontinuation of Services. In the event that services are discontinued for any reason other than the death of the Client, Company shall have no further obligation to Client other than to provide any messages or property kept with Company back to Client pursuant to the terms herein. Any money retained for Client shall be returned at the request of Client via electronic transfer in 15 business days from the date of discontinuation. The same shall be provided back to Client at cost to Client and shall be transmitted to Client via the Notices Clause in this Agreement. If Client fails to designate a method for electronic transmission of payment or fails to communicate and cooperate with Company’s efforts to return money for 365 days from the date that the monetary gift fails to be claimed, the monetary gifts shall be distributed to the charity chosen by Client. Failure to claim the monetary gift shall mean either that the Client is still alive and failed to communicate with YourEkko after all communication attempts, or that Beneficiary has failed to communicate with YourEkko to collect the monetary gift.

    3. Scope of Services.The Scope of Services shall be those services that are specifically selected by Client on its YourEkko account and paid for. Only those services paid for in the selected YourEkko Plan are within the Scope of Services.

    • a. Ekkoes: As stated on the description of services you selected, Recurring Echoes cease after the 1095th day from the date they began.
    • b. Unless Recipient expressly opts out of receiving Messages, Monetary Gifts, or Reminders, they will continue to be transmitted. Recipient must submit, in writing, a request to cease all Reminders to Company and allow for a reasonable amount of time before such monetary gifts, messages, or reminders cease.

    4. Recipient and Trusted Contact Terms and Conditions.Client expressly agrees that no messages or monetary gifts shall be transmitted to Recipient pursuant to Company’s Services unless Recipient accepts Company’s Terms and Conditions at time of message delivery. With the initial acceptance of Company’s Terms and Conditions, Recipient and Trusted Contact agree to receive Reminders until taking action to stop the Reminders. Additionally, Company will not contact any Recipient or Trusted Contact if that person does not accept Company’s Terms and Conditions.


    5. Services Fees.Client shall pay Company an initial services fee as well as a subscription fee.

    • a. Initial Services Fee. The Initial Services Fee shall be as listed on the plan selected by Client in its YourEkko account.
    • b. Timing for Payment of Fees. All fees shall be paid no later than the due date to avoid incurring a late fee or triggering a Contingency, as outlined herein this Agreement. The “Subscription Period” shall be a yearly period between payments.
    • i. Yearly Fee Payment Timing. All yearly subscriptions shall be paid immediately upon purchasing the services to begin with and then in order to continue, must be paid on the calendar day marking one calendar year from the initial purchase or other renewal.
    • c. Fee Amount. All yearly fees are subject to change and Client shall receive notice prior to the change with the ability to cancel its account or continue with the updated fee.
    • d. Method of Payment. Client may pay Company by credit card, which will also require that Client link its credit card to its YourEkko account for automatic drafting on yearly payments. There is a 3% convenience fee that some credit card providers require, which shall be paid by Client.
    • e. Expenses. Any expenses incurred by Company in providing the Services shall be billed to the Client. Specifically, Company shall take reasonable steps to inform Client of any potential expense before it is incurred, unless such notification is not practical under the circumstances. In the event that any such expense is incurred, Company shall provide Client with an explanation of the expense and an itemized receipt showing the amounts expended.
    • f. Receipts. Company shall provide Client with an electronic receipt of any payments made to Company.
    • g. Failure to Pay timely. In the event that Client fails to pay Company by the due date, as identified above, Client shall have a Grace Period, and if payment is not received within such Grace Period, Company shall charge a Late Fee. If the Late Fee is not paid within the Late Fee Period, the Client’s Services shall be terminated pursuant to the Contingencies provisions of this Agreement.
    • i. Grace period. In the event that Client does not pay by the due date, as indicated above, Client shall have a one-time Grace Period of 15 (fifteen) calendar days to complete such payment. This Grace Period is specifically to account for payment malfunctions due to insufficient funds, change in card/account numbers, or other similar issues.
    • 1. During the Grace Period, Company shall reach out to Client to confirm that payment has not been made and to confirm status.
    • 2. If Client does not respond for entire Grace Period, Company shall initiate the provisions of “No Contact by Client” in the Contingency Section of this Agreement. This shall not stop Late Fees from being incurred, but such Late Fees shall be waived if Client has passed away and has not made payment due to being deceased.
    • ii. Late Fees. The Late Fee is equal to $10.00 (ten dollars), which shall incur on every missed payment. The purpose of the Late Fee is to cover the contingency process of reaching out to Trusted Contacts and shall only be incurred if Client is deceased.
    • iii. No Contact Months. If, during any subscription interval, the Client and Trusted Contacts do not respond to any attempts to communicate from Company, Client or Client’s Estate are still responsible for payment of intervals for the non-communication period.
    • iv. Late Fee Period. The Late Fee Period shall be from the 16th (sixteenth) day of the month after yearly subscription renewal date. The Late Fee Period shall continue from the 16th day, as indicated above, until the last day of that calendar month in which the payment is due.
    • v. Declined Payments. In the event that Client’s payments are returned as a non-payment, Client is responsible for any expenses incurred by Company due to such return of payment.
    • h. Return of Fees. All Fees paid to Company for any subscription are considered earned upon receipt and are NON-REFUNDABLE, whether Client terminates the Agreement on the 2nd or last day of any Subscription Period.
    • i. Reactivation Fee for Memory Messages. If Reminders are terminated or Client chooses not to extend for another year, then Reminders deactivate and shall require an additional activation fee per year they remain active.

    6. Timing of Services to be Provided for Ekkoes.Company shall provide Services to Client in the format and timing as selected by Client in its YourEkko plan account. Regardless of the option selected, no message or monetary gift will be transmitted in under 72 hours from the date and time that YourEkko determines confirms Client’s death.

    • a. Memory Messages. If Client selects for Reminders to be sent to Trusted Contacts during Client’s lifetime, those Reminders will continue until either Trusted Contact terminates them or Client dies. Once either event takes place, the Reminders will cease and must be reactivated per these Terms and Conditions.

    7. Client responsibility.Client’s responsibilities include the following:

    • a. Follow all terms of this Agreement and fulfill all Client obligations herein;
    • b. Paying costs and fees specified and allowed under this Agreement;
    • c. Providing accurate information to Company regarding contact information for all Trusted Contacts, Recipients, and the Client itself;
    • d. Providing accurate information as to the monetary gifts or messages it plans to send with Company’s services;
    • e. Respond to any communications from Company in a timely manner;
    • f. Keep all information up to date on a continuous basis;
    • g. Agrees not to use Company’s services for any criminal purposes or other purposes that could cause Company to be liable for damages under the laws of any jurisdiction;
    • h. Does not use Company’s services to assist or otherwise be in conjunction with attempts to commit suicide or suicide itself;
    • i. Agrees to call the suicide help line if struggling with thoughts of or plans for suicidal ideation;
    • j. Agrees to read all additional or changed Terms and Conditions as provided by Company in a timely fashion, accepting the additional or changed Terms and Conditions or otherwise notifying Company that it no longer wishes to continue with services.
    • k. To sign or provide any additional documents that may be necessary to facilitate Company in providing the Services to Client.
    • l. Warrants that it owns all money that it deposits with YourEkko.
    • m. Duty to ensure that Company emails and text messages are received and ensure that no spam or junk blockers shall prevent such transmission.

    8. Contingencies:

    • a. Failure to Pay. In the event that Client fails to pay within the Grace Period or Late Period, as identified above, all Services provided by Company shall be suspended until such time as Company does any of the following:
    • i. Confirm that Client no longer wishes to continue services with Company;
    • ii. Follows every contingency to confirm or communicate with Client, all Trusted Contacts, and Recipient, as outlined below, and is unsuccessful in reaching any of the forgoing;
    • iii. Confirm that Client has passed away and the services can begin; or
    • iv. Confirm Client’s new payment information to continue subscription billing. After any of these contingencies can be confirmed, Company may take appropriate actions as otherwise outlined throughout this Agreement.
    • b. If Client is “Unreachable”. The following shall apply in the event that Client is unreachable:
    • i. No Client Contact. In YourEkko account, Client selected that Company should contact Client for its Frequency Outreach at a specific day or interval. If Company is unable to reach Client via text message or email at the Frequency Outreach interval, Company shall reach out every day fora period of 14 (fourteen) days. If Client is still unreachable, Client expressly authorizes Company to contact the Trusted Persons in the order of Priority and methods as outlined herein this Agreement.
    • ii. Trusted Person Contact After NO Client Contact. The Trusted Persons shall be contacted via the contact information provided by Client in the order of priority as identified by Client on the YourEkko Account. Note that technical difficulties or other interference outside of Company’s control shall not result in damages to Client or Recipient for failure to comply with the following timetables. Client further agrees that it shall not hold Company liable for breach or any other claim based on Company’s failure to contact the Client, Trusted Contact, or Recipient in accordance with the exact parameters set forth within this Section 7.
      • 1.Trusted Contacts. Contacts. Company shall send text messages and emails to the Trusted Contacts in an attempt to verify Client’s status.
      • 2. No Communication with Client or any Trusted Contact. In the event that Company is unable to reach or communicate with any Trusted Contact or the Client, Client expressly authorizes Company to reach out
          directly to the Recipient
         to confirm Client’s status. Client authorizes and acknowledges that it is Client’s desire that Company shall reach out directly to recipient if Trusted Contacts and Client are not reachable.
    • c. If Trusted Person is unable or unwilling to act as Trusted Contact. In the event that any Trusted Person is unable or unwilling to act as a Trusted Contact, that person shall be treated as though it was never listed as a Trusted Contact by Client. The next Trusted Contact shall take its position in priority and the unable or unwilling Trusted Contact shall be removed from having access to the Client’s account with Company.
    • i. Unwilling or unable means that the Trusted Contact is either of the following:
      • 1. Deceased;
      • 2. Incapacitated;
      • 3. Unreachable, pursuant to the terms of this Agreement;
      • 4. Communicates a desire to cease acting as a Trusted Contact; or
      • 5. Otherwise is reasonably considered to be unable or unwilling to serve as a Trusted Contact.
    • d. Recipient’s Requirements to Decline Messages, Reminders, or Monetary Gifts from Company or the Client. In the Event that the Recipient does not wish to receive any communications from Company, the following shall apply:
    • i. Unwilling or unable means that the Trusted Contact is either of the following:
      • i. Recipient Does Not Want Communications or Monetary Gifts From Company.In the event that Recipient does not agree to the terms and conditions precedent to Company’s provision of communications from Client or monetary gifts from Client scheduled to be provided, the following shall occur:
      • 1. Messages. The messages shall be kept for an additional 365 days from the initial outreach and may be accessed by the Recipient. In the event that Recipient wishes to retrieve messages kept, it must declare its intent to receive communications from YourEkko.
      • 2. Monetary Gifts. Remaining monetary gifts shall be transmitted to the Client’s charity of choice upon Recipient’s opting out of receiving such monetary gifts.
        • a. Client expressly and specifically authorizes Company to transfer such remaining monetary gifts to the Client’s charity of choice should the Recipient opt out of receiving such monetary gift or Recipient be unreachable for a period of 365 days from the date Company first attempts to contact Recipient following Client’s death. Client understands that it, or its recipients, will have to incur costs to obtain those monetary gifts transferred to the Clerk’s office, and that once deposited therein, Recipient may no longer be entitled to those monetary gifts, as they may be distributed pursuant to local law or legal instrument.
        • b. Client expressly authorizes Company to transfer such remaining monetary gifts to the charity Client selected for its YourEkko account.
    • e. If Recipient Wants All Monetary Gifts or Messages Immediately. If Client designated for monetary gifts to be paid over a period of time, whether on intervals or all at a later date, and Recipient demands immediate payment, Client agrees that Recipient’s demand shall be subject to a “cool off” period of 180 days. After such time period, all monetary gifts and messages will be transmitted to Recipient.
    • f. Payment to Recipient. Any payments from Company shall be made via electronic transfer/ACH transfer. Recipient shall not be required to confirm identity via uploading proofs of identification sufficient for Company to confirm identity, unless Company chooses to in its sole discretion.
      • i. IMPORTANT AGE NOTICE.No recipient may be below the age of 18 at the time it is to receive messages or property.
      • ii. Maximum Monetary Gift Transfer Amount. TThe maximum property transfer amount is $15,000.00 per Client account in 1 calendar year.

    9. Not Responsible for Recipient or Trusted Contact Truthfulness.In the event that Client is unreachable, as outlined above, and Company provides the messages or property to Recipient, either because Recipient or Trusted Contact informed Company of Client’s death, it is not Company’s responsibility to confirm Client’s death.

    • a. Confirmation Cases. Client understands and agrees that Company shall not be liable for relying upon the statements of Recipient or Trusted Contact.

    10. Not Responsible for Fraud or Misrepresentation Resulting from Incorrect Contact information.In the event that messages or monetary gifts are set to be transmitted to the Recipient, Client specifically agrees that Company shall not be liable for any changes in contact information or multiple person access to contact methods of Recipient such that someone other than Recipient has access to the contact method designated for Recipient by Client or Recipient. It is Client’s ultimate responsibility to ensure that Company has the most up-to-date contact information for Recipient.


    11. Marital or Joint Property.Client agrees and understands that if Client transfers Money designated as a monetary gift to Company, and such money originates from Client’s jointly owned property, whether through marriage or otherwise, that Company shall be required to cooperate with any court order to turn such money over to the court or other designated location. Moreover, Client understands that money paid from a married person may be considered marital property for legal purposes and as such, may be subject to legal proceedings for recovery. YourEkko’s process does not constitute an avenue to prevent any determination by a court of competent jurisdiction that such funds are subject to equitable distribution.


    12. Confidentiality.Client and Company agree that any information provided to Company shall not be considered confidential, unless otherwise required by law or a court of competent jurisdiction.

    • a. Data Breach. Company takes reasonable steps to ensure the security of Client’s provided information and messages. In the event that a data breach occurs that is outside the scope of the reasonable efforts taken by Company or otherwise outside of Company’s control, Company shall not be responsible for the dissemination of such information or messages.
    • b. Company Not Insurer of Information or Messages. Company expressly disclaims any responsibility to prevent all dissemination of Client’s information or messages and Client agrees and understands that Company shall not be liable for any such dissemination.
    • c. Threatening, Violent, or Criminal Communications. Client understands that Company has no responsibility to prevent threatening, violent, or criminal communications from being transmitted and if Company determines that such messages are threatening, violent, or criminal, it may withhold such communications and even contact the appropriate authorities. Client also understands that Company may withhold any messages or communications from Client that, in Company's sole discretion, could be considered language reasonably intended to abuse or otherwise emotionally attack the recipient of such message.
    • d. Sale or Sharing of Confidential Information. Company shall not sell or otherwise share personal information related to client, trusted contact, or recipient that is considered confidential.

    13. Indemnification.The Client, including Client, Client’s agents, chosen representatives, assigns, any third-parties acting on behalf of client, and Client’s Estate extending beyond Client’s death, shall indemnify and hold the Company harmless from any loss or liability from performing the Services under this Agreement. Specifically, Client shall indemnify, defend, and hold the Indemnified Parties (as hereafter defined) harmless against any Indemnified Claim (as hereafter defined), provided Company gives Client prompt notice of such Indemnified Claim. Client’s obligations set forth in the preceding sentence include, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at Client’s expense, payment of judgments, or both. The “Indemnified Parties” are Company and its officers, directors, shareholders, parents, subsidiaries, agents, insurers, successors, and assigns. An “Indemnified Claim” is any claim, suit, or proceeding against the Indemnified Parties arising out of, related to, or alleging: (i) any aspect of the performance of the Services; or (ii) any loss of, or damage to, property or reputation, caused by Company’s actions in providing Services, except for intentional tortious conduct. Client will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Company shall have the right to approve the terms of any settlement or compromise that restricts its rights granted under this Agreement or subjects it to any ongoing obligations. Client’s obligations set forth in this Section do not apply to the extent that an Indemnified Claim arises out of Company’s bad faith violation of this Agreement.

    • a. This also applies to any claims for harassment, negligent or intentional infliction of emotional distress, defamation, or other claims, including those types listed in this Agreement.
    • b. Client understands that it is possible that Recipient or a Trusted Contact may receive questions regarding your status and, if Company is unable to reach you, that could cause emotional distress at the contemplation that you have passed away, even if you haven’t. Client expressly agrees to indemnify and hold harmless Company, as stated in this Agreement otherwise, for any such claims as well.

    14. Force Majeure.The delivery of the Services by Company is dependent upon access by Company and Client to electrical power and certain means of electronic communications, as well as various other factors that are beyond the control of Company or Client to maintain. To the extent caused by Force Majeure, any failure of Company to deliver the Services according to the terms of this Agreement shall not constitute a default of this Agreement. For the purposes of this Agreement, a “Force Majeure” event shall include, but is not limited to, riots, insurrections, extreme weather, the interruption of electrical power, digital deletion of messages through no fault of Company, other factors preventing Company from providing services to Client, earthquakes, fire, floods, volcanic eruption, acts of war, acts of terror, strikes, labor unrests, civil authority, civil unrest, acts of God, disruption of internet services, third party actions that interfere, etc., and the interruption of voice or data communications services.


    15. No Fiduciary Relationship.Client expressly agrees and acknowledges that no fiduciary relationship is created by this Agreement or any of the services provided by Company. Company expressly disclaims any fiduciary duties to Client, Recipient, or any Trusted Contact. Client agrees that Company does not owe any fiduciary duties to Client, Recipient, or Trusted Contact.


    16. No Duty to Invest.All monetary gifts shall be held in a non-interest yielding account. Client shall not be entitled to interest on such amounts held for Recipient and Company has no duty to invest or otherwise do anything but hold such money for Recipient or return to Client. Client agrees that Company is under no obligation is invest or otherwise manage such funds in any way.


    17. Termination.This Agreement shall terminate upon any of the following conditions: (i) Client ceases payments to Company and Client is not deceased for a period of thirty-two days; (ii) upon written notice by either Party of a desire to terminate; (iii) upon the natural completion of the Services and Final payment of the Payment Balance; (vi) by Company upon learning of a breach of these Terms and Conditions by Client; or (v) by rejecting any modifications to the Terms and Conditions will result in termination of Company’s services.

    • a. Termination and Flat Fees. Upon termination of this Agreement for any reason, except for material breach by Company, any flat fees paid to Company for the Services shall be considered earned by Company and are non-refundable.
    • b. Outstanding Performance. Any outstanding performance owed by Company shall immediately cease upon notice of termination by Client or cessation of payment by Client, unless Client is deceased.
    • i. Company’s Early Termination. In the event that Company notifies Client that Services are terminated, Company will provide all monetary gifts and messages back to Client in a reasonable amount of time.
    • c. Outstanding Fees and Client Information Upon Termination. Upon termination of this Agreement, Client shall, within thirty days of termination, pay in full any outstanding balance owed to Company. Company shall return any monetary gift or messages to Client.
    • d. Yearly Agreements. If Client contracted for yearly services on a subscription basis from Company, Client SHALL give Company at least 32 days’ notice before the next invoice due date on its yearly subscription prior to terminating the agreement. If Client gives less than 32 days’ notice prior to the next invoice due date, Client shall be required to pay for the new year for the termination to apply. Client understands that Company requires such notice to avoid damages and agrees to give such notice.

    18. Choice of Law and Forum Selection.This Agreement shall be governed under the laws in the State of North Carolina without deference to North Carolina’s principles of conflict of laws. Both Client and Company consent to the exclusive jurisdiction and venue Mecklenburg County Court, located in Charlotte, North Carolina.


    19. Notice Addresses.All notices required by this Agreement to be communicated by Client and Company, shall be emailed and texted to Company at the following phone number and email address: 888-704-0665 or support@yourekko.com. Client shall supply an email address and telephone number to Company and all notices required by this Agreement to be communicated by Company to Client shall be emailed or texted to Client at the information provided.


    20. Non-Exclusive Agreement.Client understands and agrees that Company may provide services, similar or identical to the Services, to other Clients of Company and that this Agreement is not exclusive.


    21. Independent Contractor Status of Company.Client is an independent contractor, and nothing in this Agreement is intended, and nothing shall be construed, to create an employer-employee, partnership, joint venture, or other type of relationship, or to allow either party to exercise control or direction over the manner or method by which the other performs the Services. Each party understands and agrees that (i) the other will not be treated as an employee for federal income tax purposes, (ii) neither will withhold on behalf of the other any sums for income tax, unemployment insurance, social security, or any other withholding pursuant to any law or requirement of any governmental body or make available any of the benefits afforded to its employees, (iii) all of such payments, withholdings, and benefits, if any, are the sole responsibility of the party incurring the liability, and (iv) each will indemnify and hold the other harmless from any and all loss or liability arising with respect to such payments, withholdings, and benefits, if any.


    22. Amendment.These Terms and Conditions may be modified by Company at any time, notice of which shall be provided to Client before such modification takes effect. Client expressly agrees to any changes in the Terms and Conditions unless expressly rejecting those changes to Company via the email address or telephone number listed herein.


    23. Class Action Waiver.ARBITRATION AND LITIGATION MUST BE ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION OR LITIGATION BY OR AGAINST OTHER USERS OF THE SERVICES AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Only a court, and not an arbitrator, shall determine the validity and effect of the Class Action Waiver. Even if all parties have opted to litigate a claim in court, either party may elect arbitration with respect to any claim made by a new party or any new claims later asserted in that lawsuit.


    24. Severability.This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.


    25. Execution in Counterparts and Form of Signatures.This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. Such signatures may also be completed electronically, giving such electronic signature the full force of law and effect as a “wet-ink-signature.”


    26. Breach Waiver.Any waiver by the Company of a breach of any section of this Agreement by the Client shall not operate or be construed as a waiver of any subsequent breach by the Contractor.


    27. Attorney’s Fees.In the event that either party must enforce this Agreement, the prevailing party shall have its reasonable attorney’s fees and costs paid for by the non-prevailing party. Any settlement that arises from a dispute to enforce this Agreement also entitles the non-breaching party to its reasonable attorney’s fees.


    28. Entire Agreement.This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Company. If there should arise any ambiguity or conflict between this Agreement and any attachment or exhibit to this Agreement, the terms of the body of this Agreement shall supersede the terms of any attachment or exhibit hereto.

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