End User License Agreement

This End User License Agreement ("Agreement") is a binding legal agreement between you, on behalf of the business entity you represent ("Licensee," "Customer," "you"), and myagentworks llc, a New Jersey limited liability company with its principal place of business at 10 Smith Manor Blvd, Suite 503, West Orange, NJ 07052 ("Company," "Licensor," "we," "us"). It governs access to and use of all Eterni software-as-a-service applications hosted at eterni.myagentworks.ai, including eterni-hub, the eterni app (Night Guard, Concierge, and Team Suite tiers), CaseView, and eterni Livery. Checking an "I Agree" box, creating an organization, or otherwise accessing or using the Service constitutes electronic acceptance and forms a legally binding contract, effective as of the date you accept it during account registration. Upon acceptance, a downloadable PDF copy of this Agreement is made available to you and sent to your registered email address.

1. Definitions

"Agreement" means this End User License Agreement, together with all Related Documents and any Order Form incorporated by reference. "Company," "Licensor," "we," "us," or "our" means myagentworks llc, a New Jersey limited liability company with its principal place of business at 10 Smith Manor Blvd, Suite 503, West Orange, NJ 07052. "Licensee," "Customer," "you," or "your" means the business entity — a funeral home, funeral home group, or independent livery/transport company — that accepts this Agreement, whether directly or through an authorized representative. "Authorized User" means any individual Licensee permits to access the Service on its behalf, including owners, directors, staff, and drivers, subject to Licensee's applicable seat limits. "Eterni Platform" or "Service" means, collectively, the software-as-a-service applications made available by Company under the Eterni brand, including eterni-hub, the eterni app (offered in Night Guard, Concierge, and Team Suite tiers), CaseView, and eterni Livery, together with any successor, additional, or future product Company makes available under the Eterni brand. "Order Form" means the online registration flow, checkout flow, pricing page, or executed enterprise order document on which Licensee selects its subscription tier(s), billing cycle, and add-ons, as published from time to time at eterni.myagentworks.ai. "Effective Date" means, with respect to each Licensee, the date such Licensee accepts this Agreement electronically during account registration. "Minimum Commitment Period" has the meaning given in Section 6.2. "Decedent Data" means information relating to a deceased individual, or to that individual's next of kin, family members, or estate, that is submitted to or generated within the Service. "Related Documents" means the documents listed in Section 5. "Confidential Information" has the meaning given in Section 18.

2. Acceptance & Effective Date

By checking an "I Agree" box, creating an organization, or accessing or using the Service, the individual accepting on Licensee's behalf represents that they have full legal authority to bind Licensee to this Agreement. Upon electronic acceptance, a downloadable PDF copy of this Agreement is made available to Licensee and transmitted to Licensee's registered email address. If the accepting individual lacks such authority, that individual assumes personal liability under this Agreement.

3. License Grant & Scope

Subject to the terms of this Agreement and timely payment of applicable fees, Company grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service solely for Licensee's internal business operations and for the specific product(s) and tier(s) subscribed to via an Order Form. This license extends to Authorized Users acting within their assigned roles, subject to seat, location, or usage limits stated on the Order Form.

4. License Restrictions

Licensee shall not, and shall not permit any Authorized User or third party to:

• copy, modify, or create derivative works of the Service;
• reverse engineer, decompile, or disassemble the Service, except to the extent such restriction is prohibited by applicable law;
• sell, resell, license, sublicense, rent, lease, or otherwise make the Service available to any third party outside Licensee's organization, including affiliates not party to a separate Order Form;
• use the Service to build a competing software product or service;
• exceed seat, location, or usage limits stated on the Order Form; or
• use the Service in violation of the Acceptable Use Policy.

5. Related Documents; Order of Precedence

The following documents are incorporated into this Agreement by reference: (a) Privacy Policy; (b) Security Overview; (c) Acceptable Use Policy; (d) Service Level Agreement; (e) Data Processing Agreement, where applicable; and (f) Business Associate Agreement, where executed by the parties. In the event of a conflict, the order of precedence is: (i) an executed Business Associate Agreement or Data Processing Agreement; (ii) this Agreement; and (iii) the Acceptable Use Policy and Service Level Agreement. This Agreement supersedes and replaces all prior Terms of Service.

6. Fees, Billing & Payment

6.1 Billing & Payment Processing

Fees are billed in advance on a quarterly or annual basis as selected on the Order Form. All payment processing is handled through Stripe, Inc. or its affiliates ("Stripe"). Licensee shall provide valid payment credentials to Stripe and agrees to be bound by Stripe's Services Agreement. Company does not collect, store, or process full credit card numbers or raw banking credentials.

6.2 Minimum Commitment Period

Regardless of the billing cycle selected, Licensee commits to an initial minimum term of six (6) months from the Effective Date (the "Minimum Commitment Period"). Where Licensee selects quarterly billing, the Minimum Commitment Period spans two (2) full quarterly billing cycles. Company incurs substantial provisioning, onboarding, and setup costs in reliance on this commitment; early termination by Licensee (other than for Company's uncured material breach) accelerates all remaining fees through the end of the Minimum Commitment Period, which become immediately due and payable as liquidated damages for early termination and not as a penalty.

6.3 Auto-Renewal

Following the Minimum Commitment Period, subscriptions automatically renew for successive terms equal to the then-current billing cycle, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

6.4 Setup & Training Fee

Licensee shall pay a one-time setup and training fee due at signup covering account configuration and initial training. The standard fee equals one (1) month of Licensee's applicable subscription fee, as specified on the Order Form.

6.5 No Refunds

All fees are non-refundable and non-creditable once paid, including setup fees, recurring subscription fees, and add-on charges.

6.6 Fee Changes

Company may change fees for future subscription terms by providing at least thirty (30) days' advance written notice. Changes take effect upon renewal.

7. Support

Company provides standard support as described in the Service Level Agreement. Support commitments apply strictly to the software Service and do not extend to Licensee's underlying operational hardware, telephony carriers, dispatch vehicles, or personnel.

8. AI Voice-Agent Disclosure & Consent

The Service includes AI-based conversational voice features that interact with telephone callers. Licensee acknowledges and agrees that: (a) inbound calls may be answered, recorded, and transcribed by artificial intelligence; (b) Licensee is solely responsible for configuring required call-recording disclosures and obtaining prior express consent from all callers under applicable state and federal wiretap laws (including all-party consent jurisdictions); and (c) AI voice agents may occasionally mis-transcribe or generate incomplete responses. Company assumes no liability for AI errors or Licensee's failure to provide mandatory call disclosures.

9. SMS/Text Messaging Consent

Licensee represents and warrants that it maintains valid prior express consent under the Telephone Consumer Protection Act (TCPA) and state laws from all individuals enrolled to receive text message alerts through the Service. Licensee shall honor standard opt-out commands ("STOP"). Company provides the transmission platform only and is not the sender-of-record.

10. Funeral & Death-Care Service Disclaimers

COMPANY IS A SOFTWARE AND CASE-MANAGEMENT TECHNOLOGY PROVIDER ONLY. Company is not a licensed funeral director, funeral establishment, crematory, or medical examiner. Company does not direct, perform, or guarantee any physical removal, transport, embalming, cremation, or burial services. Licensee's licensed personnel remain exclusively responsible for professional and regulatory compliance.

11. Standalone Livery/Transport Customers — Additional Terms

11.1 Intra-Fleet Software Only (Not a Motor Carrier or Broker)

Company provides intra-fleet software tooling only. Company does not act as a motor carrier, freight forwarder, passenger carrier, or "broker" as defined under 49 U.S.C. § 13102(2) or state transportation laws. Company does not select, vet, or employ drivers, nor does it intermediate shipping contracts between unaffiliated parties.

11.2 Insurance Requirements

Licensee shall maintain commercial automobile liability, commercial general liability, and workers' compensation coverage compliant with applicable regulations throughout the Term and provide proof upon request.

11.3 Regulatory Compliance

Licensee is solely responsible for compliance with U.S. DOT, state transportation authorities, and chain-of-custody protocols for human remains.

11.4 Transport Indemnification

Licensee shall defend and indemnify Company against any motor vehicle accidents, bodily injury, property damage, or driver conduct claims arising out of Licensee's transport operations.

12. Data Use, Cross-Product Data Flow & Subprocessors

12.1 Cross-Product Data Flow

Licensee authorizes data flow across subscribed Eterni modules (e.g., the eterni app, CaseView, eterni Livery) as necessary to operate the Service.

12.2 Purpose Limitation

Decedent Data and case metrics are processed solely to deliver, secure, and improve the Service. Company does not sell Decedent Data or use case records to train public AI models.

12.3 Subprocessors

Current subprocessors (hosting, telephony, payment processing) are listed in the Data Processing Agreement.

13. Sensitive Data & HIPAA-Adjacency

If Licensee requires HIPAA coverage for Protected Health Information (PHI) processed through the Service, Licensee must execute Company's standard Business Associate Agreement (BAA). In the absence of an executed BAA, Licensee represents that it is not submitting PHI subject to HIPAA regulation.

14. Intellectual Property Ownership

Company retains all intellectual property rights in the Service, underlying software, and trademarks ("Eterni," "CaseView," "Night Guard," "Concierge," "Team Suite," "eterni Livery"). Licensee retains ownership of Customer Data submitted to the platform and grants Company an operational license to host and process such data to perform the Service.

15. Warranties & Disclaimers

EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT UNINTERRUPTED OPERATION OR PREVENT DELAYS IN PHYSICAL DEATH-CARE OPERATIONS.

16. Limitation of Liability

16.1 Liability Cap

EXCEPT AS PROVIDED IN SECTION 16.3, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

16.2 Damages Exclusion

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR LOST PROFIT DAMAGES.

16.3 Exclusions

Nothing in this Section 16 limits liability for: (a) gross negligence, willful misconduct, or intentional fraud; (b) death or personal injury directly caused by negligence to the extent unwaivable under New Jersey law; or (c) indemnification obligations under Section 17.

17. Indemnification

17.1 By Licensee

Licensee shall indemnify, defend, and hold harmless Company from any third-party claims arising from: (a) Licensee's failure to obtain caller consents or provide recording disclosures under Section 8 or 9; (b) breach of Section 4; (c) death-care or transport operational failures under Sections 10 and 11.4; or (d) allegations of wiretap or privacy violations resulting from Licensee's telephone dispatch setup.

17.2 By Company

Company shall defend Licensee against third-party claims alleging that the software Service directly infringes a U.S. patent or trademark.

18. Confidentiality

Each party shall protect the other's non-public Confidential Information using reasonable care and shall not disclose it except to perform obligations under this Agreement.

19. Term, Data Export & Termination

19.1 Term & Termination for Cause

This Agreement continues until terminated. Either party may terminate upon thirty (30) days' notice for uncured material breach.

19.2 Non-Payment

Company may suspend or terminate access upon ten (10) days' notice of overdue payment.

19.3 Data Export & Retention

Upon termination, Licensee may export Customer Data for thirty (30) days. Thereafter, Company may delete Customer Data unless extended retention is mandated under an applicable Order Form or state record retention laws.

20. Dispute Resolution & Governing Law

20.1 Binding Arbitration

Disputes shall be resolved via binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in New Jersey.

20.2 Jury & Class Action Waiver

THE PARTIES WAIVE TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN CLASS ACTIONS.

20.3 Opt-Out

Licensee may opt out of arbitration by sending written notice within thirty (30) days of the Effective Date to legal@myagentworks.aior Company's physical address.

20.4 Governing Law

Governed by New Jersey law without regard to conflict-of-law principles.

21. General Provisions

21.1 Legal Notices

Notices to Company must be sent to legal@myagentworks.ai or myagentworks llc, 10 Smith Manor Blvd, Suite 503, West Orange, NJ 07052. Notices to Licensee will be sent to the primary email registered on the account.

21.2 Modifications

Company may update this Agreement with thirty (30) days' notice for material updates. Continued use constitutes acceptance.

22. Contact

Questions about this Agreement? Email legal@myagentworks.ai.