Provider Agreement

Master Provider Terms — Base Agreement, Provider Category Schedules, and Data Processing Addendum

How This Agreement Works

This Provider Agreement (the “Agreement”) consists of two parts: (1) this Base Agreement, which applies to all Providers regardless of category, and (2) the Provider Category Schedule for Provider’s specific category, which is presented during onboarding and specifies any category-specific obligations, state restrictions, and references to current pricing for Provider’s category. In a conflict, the Schedule controls as to category-specific representations, warranties, and state restrictions; the Base Agreement controls for all other matters.

Relationship to the Terms of Service. Every Provider also holds a Passings user account and has accepted the Passings Terms of Service. Those Terms of Service govern Provider’s use of the consumer planning Service, including any Plan Provider creates for itself or for another person; this Agreement governs Provider’s activities as a Provider in the marketplace. Where a dispute arises out of Provider’s activities as a Provider, this Agreement — including §14.3 — controls over any conflicting provision of the Terms of Service. Terms of Service §18.6 governs the routing of a dispute that arises out of both roles.

Defined Terms

“Featured Placement” means the ZIP-scoped featured-visibility add-on subscription described in Schedule FT.

“Featured Waitlist” means the queue of Providers awaiting an available Featured Placement slot in a given ZIP, as described in Schedule FT §FT.4.

“Founding Provider” means a Provider selected by Passings, in Passings’ sole discretion, as a member of a closed launch cohort for a Wave 0 provider category. Founding Provider status comprises two distinct components, each governed independently as set forth in Schedule FP (Founding Provider Terms): (a) a grant of Pro tier features for as long as Provider’s account remains in good standing on the Platform (the Founding Provider Lifetime Grant); and (b) a Founding Provider badge displayed on Provider’s public profile while the grant remains in effect. Each component may be revoked under the conditions specified in Schedule FP §FP.6.

“Founding Provider Lifetime Grant” means the grant of Pro tier features, for as long as Provider’s account remains in good standing, described in Schedule FP §FP.4.

“Lead Data” means the information transmitted to a Provider on Unlock of a lead, as described in §7.

“Lead-Inclusive Subscription” means the optional flat-fee subscription described in Schedule LS, available to Providers in eligible per-lead categories, under which leads deliver to Provider at no per-lead charge while the subscription is active.

“Preview Data” means the limited preview of a quote request shown to Providers before Unlock.

“Pro Badge” means the promotional badge displayed for Providers holding an active Provider Pro subscription or a Founding Provider Lifetime Grant.

“Provider Category Schedule” means the category-specific schedule (DS-1 through DS-4, GS-1, CS-1, EV-1, EV-2, MH-1, SC-1, GC-1, LE-1, HC-1, DN-1, DN-2, SL-1, and any Schedule subsequently activated) presented during Provider onboarding that supplements this Base Agreement.

“Provider Pro” means the optional monthly subscription add-on described in Schedule PRO, providing analytics access, the Pro Badge, priority support, and a baseline seat allowance.

“Promotional Badge” means a paid or earned promotional placement badge — the Pro Badge (Schedule PRO), the Featured Badge (Schedule FT), or the Founding Provider Badge (Schedule FP). Distinct from a Verification Badge.

“Schedule” means a Provider Category Schedule or a commercial-terms Schedule (PRO, FT, FP, SB, LS) appended to this Agreement.

“Subscription Basic” means the flat-fee subscription billing model described in Schedule SB, applied to Provider categories for which Passings has determined that per-lead billing is not appropriate or is not permitted by applicable law (currently MH-1; LE-1 once any state is activated under §LE-1.1).

“Unlock” means the Provider’s affirmative action of revealing full Lead Data for a lead — in exchange for a per-lead fee, by application of a complimentary credit, or at no charge where a Schedule so provides — as described in §3.3.

“Verification Badge” means a badge representing a discrete objective fact Passings has independently verified (such as active state licensing). Distinct from a Promotional Badge.

1. Platform Role and Relationship

1.1 Passings operates an online platform that displays Provider profiles to consumers planning for end-of-life services and entitles Provider to receive all qualified leads in Provider's service area that fall within Provider's listed categories (and, for Schedule SL-1, listed care levels). Passings does not rank, match, or recommend Providers to any consumer; consumers search and select on their own initiative. Passings is not a party to any transaction between Provider and a consumer.

1.2 Provider is an independent business and not an employee, agent, partner, joint venturer, or franchisee of Passings.

1.3 Passings does not endorse, recommend, guarantee, or warrant any Provider. Passings may display two categories of badges on Provider listings: (a) Verification Badges, which represent discrete objective facts Passings has independently verified (such as active state licensing status), and (b) Promotional Badges — the Pro Badge (Schedule PRO), the Featured Badge (Schedule FT), and the Founding Provider Badge (Schedule FP). The three Promotional Badges are non-conflicting and may coexist on a single Provider profile where the Provider has earned or purchased each separately; no Promotional Badge implies any other. Verification Badges are statements about the specific fact verified, not endorsements of Provider quality, suitability, or fitness for any family’s needs. Promotional Badges represent promotional placement and are disclosed to families as such. No badge constitutes an endorsement, recommendation, or warranty of Provider by Passings.

1.4 Passings makes no guarantees regarding consumer volume, lead frequency, geographic distribution, or marketplace performance. Provider acknowledges that marketplace dynamics depend on consumer demand and competitive factors outside Passings’ control.

1.5 Provider has read and understood Passings’ Acceptable Use Policy and Trust & Safety page, and agrees to comply with both.

1.6 Provider acknowledges that Passings’ platform serves families navigating death, terminal illness, or pre-planning. Provider agrees to conduct all platform interactions with appropriate professionalism and bereavement sensitivity, as further described in §10.3.

1.7 Passings reserves the right to modify, suspend, or terminate any aspect of the Service. Material changes affecting Provider obligations will be communicated with at least thirty (30) days’ notice. Fee and pricing changes are governed exclusively by §3.6.

1.8 Acceptance of arbitration agreement and class-action waiver. By accepting this Agreement, Provider acknowledges that §14 (Dispute Resolution) contains a binding arbitration agreement and a class-action waiver that materially affect Provider’s legal rights. Provider’s acceptance of this Agreement constitutes Provider’s separately-acknowledged consent to the arbitration provisions in §14, recorded in our acceptance-record system together with the Provider’s primary acceptance of this Base Agreement. Provider may opt out of arbitration within thirty (30) days of acceptance as described in §14.3.2.

2. Provider Onboarding and Profile

2.1 Profile Accuracy. Provider must provide accurate, complete, and current information during onboarding and throughout the duration of this Agreement, including business name, business address, service-area ZIP codes, license numbers (where applicable), categories of service offered, and contact information. Provider must update Provider’s profile within seven (7) calendar days of any material change.

2.1.1 Currency of profile information. The §2.1 update duty applies in particular to any change that affects Provider’s eligibility to receive introductions in a category, service area, or state — including a change of business name or address, the addition or removal of a service-area ZIP code, and any lapse, suspension, restriction, or non-renewal of a license or registration on which Provider’s listing depends. Where a Provider Category Schedule sets a shorter period or a specific notification for a particular change, that Schedule controls.

2.1.2 Offering toggles and incorporation of cross-listing subsections. Where the platform exposes a service-offering toggle within Provider’s primary Schedule, Provider’s enabling of an offering binds Provider to the corresponding subsection of the relevant Schedule, including any cross-listing compliance subsection that imports substantive obligations from a conceptually-secondary Schedule (see §3.9). Acceptance of each offering toggle is recorded per §2.7.

2.2 Verification. Provider authorizes Passings to verify the information provided during onboarding, including by contacting licensing boards, professional associations, and third-party verification services.

2.2.1 Recorded verification calls. As part of verification, Passings or a verification vendor acting on Passings’ behalf may place or receive a telephone or voice callback with the individual completing onboarding and may record that call. Provider acknowledges and consents, on its own behalf and on behalf of the individual completing onboarding, to the recording of any such verification call. Recording occurs only after a verbal disclosure and request for consent at the start of the call; if consent is declined, the call is not recorded and verification proceeds by alternative means where available. This practice is designed to satisfy all-party (two-party) consent recording statutes, including the Illinois Eavesdropping Act (720 ILCS 5/14). Recordings are retained and deleted as described in the Privacy Policy Appendix A.

2.3 Business Entity. Provider must operate as a registered business entity in the jurisdictions where Provider offers services. Sole-proprietor Providers must hold any applicable state or local business registration. Provider represents and warrants that Provider has all required permits and registrations.

2.4 Authorized Representative. The individual accepting this Agreement on behalf of Provider represents and warrants that they have the authority to bind Provider to this Agreement.

2.5 Profile Content License. Provider grants Passings a non-exclusive, worldwide, royalty-free license to display Provider’s profile content, including business name, logo, photographs, service descriptions, and license information, on the Passings platform and in connection with the Service. The license terminates on termination of this Agreement, subject to the post-termination provisions of §13.

2.6 Promotional Badges. Provider may be eligible for one or more Promotional Badges as described in §1.3 and the applicable Schedule.

2.7 Acceptance Records. Passings records each Provider’s acceptance of this Agreement and any applicable Schedule, including the version accepted, the acceptance timestamp, the Provider’s IP address and user agent, and, for subsection-specific clickwrap acknowledgments presented during onboarding or listing edits (“Path B clickwraps”), the specific subsection acknowledged. For a re-attestation made within an already-authenticated Provider Portal session after onboarding (such as a listing-edit re-attestation under §2.1), Passings records the acceptance, the timestamp, and the authenticated Provider account, and may rely on the session’s authentication in place of a fresh IP-address and user-agent capture. Content added or edited after onboarding is screened by flag-and-review rather than blocked before publication. Acceptance records are retained per Privacy Policy Appendix A and are available to Provider on request.

2.8 Service Offering Taxonomy. Provider’s available service offerings are determined by Provider’s applicable Provider Category Schedule and the service-offering taxonomy maintained by Passings (the “Taxonomy”). Provider may only represent that Provider offers services that are within the active Taxonomy for Provider’s category and that Provider is in fact qualified and licensed (where applicable) to provide. Provider may submit a request to Passings to add a new service offering to the Taxonomy. Passings will evaluate such requests and may, in its discretion, expand the Taxonomy.

2.9 Participation Criteria. Participation in the Passings marketplace is open to any applicant that meets the published criteria for its category: (a) all licenses, registrations, and authorizations required for the services it offers in every state where it operates and is listed, as required by §9.1 (professional licensure), §2.3 (business registration and permits), and the applicable Schedule; (b) general liability coverage as required by §9.8; (c) accurate and current profile information maintained under §2.1; and (d) the category-specific representations and warranties set out in Provider's Provider Category Schedule. Passings publishes these criteria at passings.io/legal/provider-standards and applies them uniformly to all applicants in a category. Passings does not exercise discretion over which qualified applicants may participate, and does not condition participation, listing, or search presentation on the purchase of any Promotional Badge, Featured Placement, or other optional service. Passings may suspend or remove a Provider that ceases to meet these criteria, or under the Trust and Safety processes in §10.

3. Fees, Billing, and Revenue Model

3.1 Revenue Model

Revenue model by category. Provider agrees to billing at the rates and on the model published on Provider’s Pricing & Billing page in the Provider Portal (the “Pricing Page”). Per-lead billing is the default revenue model for the categories currently active in the marketplace, except: (a) Free-Permanent categories (Schedule HC-1 — Hospice; Schedule DN-1 — Organ and Tissue Donation; Schedule DN-2 — Whole Body Donation), for which no billing applies; and (b) Subscription Basic categories (currently Schedule MH-1 — Grief Counselors and Mental Health Professionals; Schedule LE-1 — Attorneys, once any state is activated under §LE-1.1), for which Subscription Basic per Schedule SB is the billing model. The Provider Category Schedule controls Provider’s revenue model.

Category subscriptions and Provider Pro. Some Provider categories operate under flat-subscription rather than per-lead billing (Schedule MH-1, and Schedule LE-1 once any state is activated under §LE-1.1, as set out under “Revenue model by category” above; additional categories may be added). In addition to category-required subscriptions, Passings offers an optional Provider Pro subscription available to any Provider regardless of category, providing the benefits described in Schedule PRO. Provider Pro is an add-on to (not a replacement for) Provider’s category billing model: per-lead Providers continue to be charged per Unlock; Subscription Basic Providers continue to pay their category subscription, with Provider Pro available in addition.

Lead-Inclusive Subscription election. Per-lead billing remains the default revenue model for per-lead categories. An eligible Provider in a per-lead category for which Passings offers the Lead-Inclusive Subscription (currently Funeral Home Providers under Schedule DS-1) may instead elect the flat Lead-Inclusive Subscription described in Schedule LS, at the pricing published on the Pricing Page ($1,490 per year). While a Lead-Inclusive Subscription is active, leads deliver to Provider at no per-lead charge, as further described in Schedule LS. On lapse or cancellation of the subscription after any applicable grace period, per-lead billing applies where the per-lead fee channel is permitted and Provider is chargeable; otherwise the listing-visibility terms of §3.10 apply.

Per-lead fee channel availability. In a category and state where Passings has not enabled per-lead billing — including where per-lead billing for the category and state is pending regulatory review — Passings does not charge per-lead fees, and Provider’s listing visibility in that category and state is governed by §3.10 (in such categories and states, public marketplace visibility for a claimed listing requires an active Lead-Inclusive Subscription where offered). Nothing in this §3.1 obligates Passings to charge, or Provider to pay, a per-lead fee in a category and state where the per-lead fee channel is not permitted.

Fee uniformity; advertising character; ranking neutrality. Within a given Provider category and state, the per-lead fee is a flat amount, identical for every Provider in that category and state; it does not vary by individual Provider, by the urgency or circumstances of the family’s need, or by whether Provider wins the family’s business, and it is never contingent on conversion. Per-lead fees and the Lead-Inclusive Subscription are charges for advertising access to consumer-initiated introductions — the family, not Passings, selects the Providers who receive the introduction — payable on delivery of the introduction as described in §3.3. Passings does not weight marketplace search ranking or default listing order by Provider’s billing model: ranking is identical whether Provider is billed per-lead or holds a Lead-Inclusive Subscription. Featured Placement (Schedule FT) is the sole, separately purchased and clearly labeled visibility product, governed exclusively by its own Schedule.

3.2 Complimentary Lead Allocation

Each Provider operating under a per-lead model receives three (3) complimentary qualified leads upon completion of onboarding and Passings’ approval, except: (a) Providers in categories designated as Free-Permanent are not subject to complimentary lead limits or payment requirements, and (b) the applicable Provider Category Schedule may specify a different number of complimentary leads (or none) for a particular category. Complimentary leads do not expire while Provider's listing is active and lead-eligible. Where Provider's listing has been inactive or not lead-eligible for a continuous period of twelve (12) months, any unused complimentary leads lapse. Complimentary leads are not forfeited because Passings has not delivered a lead: a Provider who has received no leads keeps the full allowance for as long as the listing remains active.

3.3 Lead Unlock Mechanic

Passings displays Preview Data to every Provider whose service area and listed categories encompass the lead. Provider may Unlock the lead by accepting the per-lead charge or applying a complimentary credit, after which Passings transmits the full Lead Data to Provider. Multiple Providers may Unlock the same lead; Lead Data is not exclusive. The per-lead charge is processed at the moment of Unlock through Provider’s payment method on file. Provider acknowledges that Unlock is the chargeable event, not the consumer’s decision to engage Provider’s services.

3.4 Payment Method and Charge Mechanics

Provider must maintain a current payment method (credit card, debit card, or ACH where supported) on file with Passings through Stripe. Provider authorizes Passings (and Stripe acting on Passings’ behalf) to charge the payment method for per-lead fees at Unlock, for any applicable subscription fees (Provider Pro, Featured Placement, Subscription Basic, Lead-Inclusive Subscription), and for any other charges Provider affirmatively initiates. All charges are in U.S. dollars and are exclusive of any applicable sales, use, or similar taxes, which will be added at the time of charge where required.

3.5 Payment Failure and Locked Lead Behavior

If a per-lead Unlock charge fails (declined card, insufficient funds, expired payment method, etc.), the lead enters a locked state for Provider: full Lead Data is not delivered, and the lead is not refundable as a complimentary credit. Provider may resolve the failure by updating the payment method, after which Passings will reattempt the charge within forty-eight (48) hours; on successful charge, Lead Data is delivered. If the charge has not succeeded within forty-eight (48) hours, the lead is released back to the marketplace and the Unlock opportunity is forfeited.

3.6 Price Changes; pricing audit trail

Passings may, in its sole discretion, revise per-lead fees, subscription rates, Featured Placement rates, and any other published pricing applicable to Provider. Where Passings revises pricing applicable to Provider:

Passings provides Provider with written notice through the Provider Portal and the email address on file at least thirty (30) days, and no more than sixty (60) days, before the revised pricing takes effect for Provider; provided that, if a revision is favorable to Provider (lower per-lead fee, lower subscription rate, larger discount), Passings may apply the revision immediately without notice.

All pricing in effect for Provider at any point in time, and the history of pricing changes applicable to Provider, are recorded in a pricing audit log accessible to Provider on request. The audit log identifies each pricing version, the effective period of each version, and the reason for change.

Provider’s continued use of the Platform after the effective date of revised pricing constitutes Provider’s acceptance of the revised pricing. Provider may terminate this Agreement under §13.2 if Provider does not accept revised pricing.

Founding Provider grants (Schedule FP), and any promotional discount expressly designated as having a fixed term, are not subject to revision under this §3.6 during the term of the grant or benefit. The expiration of such a fixed-term discount is not a “price change” under this §3.6 and does not trigger the notice requirement in this §3.6.

3.7 Refunds and Credits

Refunds and credits for Unlocked leads are issued only under the dispute mechanisms in §3.7.1 and §3.7.2. Declined leads are not chargeable events and do not generate refunds or credits. 3.7.1 Automatic Dispute Grounds. Provider may dispute an Unlocked lead through the Provider Portal within fourteen (14) days of Unlock on one or more of the following grounds: the lead was spam, bot-generated, or otherwise fraudulent; the lead was a duplicate of a previously Unlocked lead from the same family’s plan within the prior forty-eight (48) hours; or the lead was delivered for a location clearly outside Provider’s stated service area due to an error. Passings will investigate within five (5) business days; if upheld, Passings will, at its election, refund the lead fee to Provider’s payment method on file or issue Provider one complimentary lead credit to be applied against a future lead fee. 3.7.2 Discretionary Review. Passings may, at its sole discretion, refund or credit Provider for circumstances not covered by §3.7.1 where Passings’ review indicates a material mismatch not attributable to Provider’s profile accuracy. A family’s decision not to proceed with Provider’s services is not among the dispute grounds in this §3.7.1.

3.8 Subscription Mode

Subscription billing is summarized in §3.1 (“Category subscriptions and Provider Pro”) and governed by Schedules SB, LS, and PRO.

3.9 Multiple Service Categories

A Provider whose offerings span more than one Provider category is bound, under §2.1.2, to the cross-listing compliance subsection of Provider’s primary Schedule rather than to multiple Schedules. The Provider remains a single Provider entity. Where a lead implicates multiple service categories, the per-lead rate is the rate applicable to the primary service category Provider would respond with, with Provider’s billing record reflecting the multi-category nature of the lead. SLA Response Windows for multi-category Providers are governed by §4.3, including the rule that the shorter of the applicable windows applies. Provider must accurately declare all service lines at onboarding and update the declaration within seven (7) calendar days of any change. Misrepresentation or omission of a service line constitutes a material breach of §2.1 and grounds for immediate termination under §13.3(b).

3.10 Listing Visibility; Payment Status

A claimed listing in a per-lead category is publicly visible in the marketplace only while it is lead-eligible — that is, only while at least one of the following holds: (a) an active Lead-Inclusive Subscription (Schedule LS) is in effect for Provider’s business, including during any applicable grace period; (b) Provider is chargeable for per-lead billing in that category and state, as described in §3.1; or (c) the listing’s category operates under a revenue model other than per-lead billing (a Free-Permanent category, a Subscription Basic category with an active subscription, or another non-per-lead model). Unclaimed directory listings are not affected by this §3.10.

If Provider’s payment status lapses (subscription lapse or cancellation, payment-method failure, or exhaustion of chargeability under clause (b)), the listing’s public visibility is suspended after the applicable grace period. Visibility is restored automatically when Provider resubscribes or cures the payment lapse. Suspension of visibility under this §3.10 is a billing-state consequence, not a termination of this Agreement, and does not by itself affect Provider’s obligations under §2 or the applicable Provider Category Schedule; termination remains governed by §13.

3.11 Non-Circumvention of Introduction Fees

Where Provider receives an introduction to a family through the Platform (a delivered lead), Provider shall not, for twelve (12) months following delivery of the lead, knowingly solicit, direct, or assist the family to withdraw, abandon, or refrain from submitting the quote request that generated the lead, or use Preview Data to identify and contact the family without Unlocking the lead, in either case for the purpose of avoiding a per-lead fee that would otherwise apply.

For the avoidance of doubt: (a) a family is always free to contact, engage, and transact with any provider through any channel, and nothing in this §3.11 restricts the family in any way; (b) contact initiated by the family through a channel independent of the Platform introduction, or a documented relationship between Provider and the family predating the introduction, is not circumvention; and (c) once Provider has Unlocked a lead, or where the lead was delivered under an active Lead-Inclusive Subscription or in a category with no per-lead fee, the family and Provider are expected to transact directly off-platform — the fee attaches to the introduction, not to the transaction, and nothing further is owed. Circumvention under this §3.11 is a material breach of this Agreement.

3.12 Provider-Supplied Price Information

Where Provider's Category Schedule permits a price indication to be displayed on Provider's listing, Provider may supply a starting figure or a low-and-high range. Supplying price information is optional; a Provider that supplies none is displayed on a quote-only basis.

3.12.1 Accuracy warranty. Provider represents and warrants that every price figure it supplies (a) is accurate and not misleading as of the date supplied; (b) reflects a price at which Provider is genuinely willing and able to perform the described goods or services for a typical customer in the listed service area; (c) states the currency and the goods or services the figure covers; and (d) complies with every price-disclosure, price-list, and advertising obligation applicable to Provider's category and jurisdiction, including, where Provider is a "funeral provider" within the meaning of 16 C.F.R. §453.1(i), the General Price List and telephone-price-disclosure requirements of the Funeral Rule.

3.12.2 Currency of the figure. Provider shall update or withdraw a displayed figure promptly, and in any event within ten (10) business days, after it ceases to be accurate. A figure Provider has not reviewed within the preceding twelve (12) months may be suppressed by Passings without notice.

3.12.3 No verification by Passings. Passings does not verify, audit, or independently establish any price figure Provider supplies, does not collect or display an itemized breakdown, and is not a party to any transaction between Provider and a family. Every displayed figure is presented to families as a Provider-supplied estimate, not as a quote or an offer, and is labeled as such.

3.12.4 Indemnity. Provider shall defend, indemnify, and hold harmless Passings and its affiliates, officers, and employees from and against any claim, demand, investigation, proceeding, loss, liability, damage, penalty, cost, or expense (including reasonable attorneys' fees) brought by a family, a consumer, a competitor, or a governmental or regulatory authority to the extent arising out of or relating to a price figure Provider supplied — including any allegation that the figure was inaccurate, stale, misleading, or incomplete, or that its display or Provider's subsequent pricing violated a price-disclosure, price-list, advertising, or unfair-or-deceptive-practices requirement applicable to Provider. This §3.12.4 survives termination and is in addition to, and not in limitation of, §11.

3.12.5 Suspension. Passings may suspend the display of any price figure, or Provider's eligibility to display price figures, immediately and without notice where Passings reasonably believes a figure is inaccurate or misleading or that its display creates regulatory exposure. Suspension under this §3.12.5 is not a breach by Passings and does not entitle Provider to any refund or credit.

3.13 Third-Party Affiliate Placements; No Exclusivity

Provider acknowledges and agrees that Passings may present links to third-party merchants and services — including merchants selling goods or services of a kind Provider offers — within its consumer guidance surfaces, including the planning checklist, and may receive affiliate commissions from those merchants. Passings selects the merchant on published criteria; placement is never sold, and commission rates play no part in selection or placement.

Nothing in this Agreement grants Provider exclusivity, category exclusivity, or any right to be the only source presented to a family for any need. Passings does not represent that a family who receives an introduction to Provider will not also be shown a third-party merchant, and Provider's fee for an introduction is not affected by whether such a merchant is shown. Passings' affiliate arrangements are disclosed to families as required by 16 C.F.R. Part 255 and are described in the Affiliate Program Terms.

For the avoidance of doubt, Passings does not enter into affiliate or commission arrangements with providers of legal services.

4. Service Level Agreement

4.1 Response Requirement. Provider must respond to each Unlocked lead within the SLA Response Window applicable to Provider’s category per §4.3.

4.2 SLA Clock Start. The SLA Response Window begins at the moment of Unlock.

4.3 SLA Response Tiers. Tier 1 (acute / at-need): 4 hours — Funeral Home (DS-1), Cremation Provider (DS-2), Body Transport (DS-4), Trauma Cleanup (SC-1). Tier 2 (near-need): 12 hours — Cemetery (DS-3), Local Physical Goods (GS-1), Florists (EV-1), Food and Reception Services (EV-2). Tier 3 (pre-need / advance planning): 24 hours — Funeral Celebrant (CS-1) and all other categories. Each Provider Category Schedule states which SLA tier applies. Where a Provider is bound to multiple Schedules under §3.9, the SLA Response Window is the shorter of the windows applicable to the lead’s service category.

4.4 Decline Mechanics. Provider may Decline any lead through the Provider Portal for any reason. Decline does not incur a fee and does not count as a missed SLA response. Upon Decline, Passings sends a notification email to the family with a link back to the marketplace to find other local Providers; the email does not name or recommend any specific Provider. The declined lead is then added to the “Declined” tab in the Provider’s Leads page in the Portal.

4.5 Response Quality Standards. When Provider Unlocks and responds to a lead, Provider agrees that the response shall be: (a) substantive, containing meaningful information about Provider’s services, availability, pricing, and next steps; (b) compassionate, recognizing that many families are in acute or recent grief and using respectful, bereavement-sensitive language; (c) professional, accurately representing Provider’s business without misleading claims; and (d) on-brand, accurately portraying Provider’s scope of service and geographic service area. Passings does not provide in-platform messaging between Provider and family. Provider’s direct-to-family communications occur through Provider’s own channels (email, telephone, in-person). Passings does not measure, record, or verify Provider’s direct-to-family communications. Provider’s compliance with this Section 4.5 is a contractual obligation, enforced through family complaints to Passings and Passings’ review of them under the rights reserved in Section 5 (Right to Suspend or Remove).

4.6 Provider-Tracked SLA Metric. SLA compliance is measured per lead based solely on whether Provider Unlocked OR Declined within Provider’s applicable SLA Response Window (per §4.3). Provider’s direct-to-family response quality under §4.5 is a contractual obligation but is not a Passings-measured SLA metric.

4.7 SLA Enforcement. Providers whose thirty (30) day rolling missed-SLA rate exceeds twenty percent (20%) of delivered leads, calculated only when Provider has received at least ten (10) leads in the rolling thirty (30) day window, are subject to escalating enforcement: written warning at first threshold breach; reduced marketplace visibility at sustained breach; suspension of new lead delivery at repeated sustained breach; and listing deactivation for chronic non-compliance. Below ten (10) leads in the rolling thirty (30) day window, SLA enforcement is complaint-driven only under Section 5. Passings retains sole discretion to escalate or de-escalate enforcement based on Provider’s overall performance, complaint history, and good-faith effort.

5. Right to Suspend or Remove

Passings may suspend or remove Provider’s listing at any time for: violation of this Agreement or the AUP; sustained SLA non-compliance; loss of any required state license; lapse of insurance coverage required by §9.8; consumer complaints reflecting potential harm; failure of payment method or non-payment of fees; misrepresentation or omission of a service line; or material breach of any Provider Category Schedule. Suspension is reversible on cure; removal terminates this Agreement under §13.3(b). No refund of subscription or per-lead fees is issued for suspension or removal arising from Provider’s breach. Suspension and removal do not affect the platform’s data-retention obligations under Privacy Policy Appendix A.

6. [Reserved]

7. Family Privacy and Data

Provider’s handling of Lead Data and Preview Data is governed by the Data Processing Addendum (Exhibit A). Provider must apply the privacy and security obligations of the DPA at the moment Provider receives Preview Data and Lead Data. For attorney Providers under Schedule LE-1, Provider must apply attorney-client confidentiality standards (Illinois Rule of Professional Conduct 1.6 as amended effective July 1, 2025, and equivalent state rules) to all Lead Data and Preview Data, in addition to the general DPA obligations — see Exhibit A §A.3(d).

8. Plan Sharing

Where a consumer elects to share a Plan (or specific Plan elements) with Provider through the platform’s plan-sharing feature, Provider receives the shared content for the purposes of coordinating service delivery. Provider may not use shared Plan content for any purpose other than service coordination, and must not retain the Plan content longer than reasonably necessary to complete the service the consumer has engaged Provider to perform.

9. General Provider Obligations

9.1 Provider must hold all professional licenses required to perform the services Provider lists, and must update Provider’s license status in the Provider Portal within seven (7) calendar days of any change. 9.2 Provider must comply with all applicable federal, state, and local laws, including funeral, cemetery, and consumer-protection laws. 9.3 Provider must not engage in fraud, deceptive practices, or any conduct that exploits families in bereavement. 9.4 Provider must comply with all applicable rules of professional conduct in each jurisdiction in which Provider is licensed. 9.5 Provider must not make false or misleading statements about Provider’s services, qualifications, or affiliation with Passings. 9.6 Provider must not engage in pay-to-play or referral-fee arrangements with third parties that violate any applicable referral-fee law or rule of professional conduct. 9.7 Provider must not engage in any conduct that violates the AUP.

9.8 Insurance. Provider must maintain, at Provider’s own expense and for the duration of this Agreement: (a) all insurance coverage required by applicable law for the services Provider lists (including workers’ compensation and commercial automobile coverage where required by law); and (b) where Provider’s category is an On-Site Category, commercial general liability insurance covering the services Provider lists, issued by an insurer authorized or eligible to write that coverage in Provider’s states of operation. “On-Site Category” means a category Passings designates as such because its services are typically performed at a family’s residence, at the place of death, or at an interment site, or involve custody or transport of human remains; the On-Site Categories are Schedules DS-1, DS-2, DS-3, DS-4, EV-2, GC-1, and SC-1. A change to the list of On-Site Categories is a material revision governed by §15.11 and takes effect for Provider only on re-acceptance. Passings does not prescribe minimum coverage amounts: Provider is solely responsible for carrying coverage adequate to Provider’s services and for any higher coverage required by law, by a site operator, or by Provider’s contracts. Provider shall deliver a certificate of insurance evidencing the coverage described in this §9.8 within ten (10) business days of Passings’ written request. Passings does not verify Provider’s insurance except where a Verification Badge expressly states that a specific fact has been verified, and nothing in this §9.8 is an endorsement or warranty by Passings of the existence or adequacy of Provider’s coverage. Lapse of coverage required by this §9.8 is grounds for suspension under §5.

9.9 Personnel Screening (On-Site Categories). Where Provider’s category is an On-Site Category (defined in §9.8) and Provider’s personnel enter a family’s residence or other private premises in the course of the services, Provider must conduct, or obtain through a qualified screening vendor, a criminal background screening of each such individual before that individual first performs in-home services, consistent with applicable law — including, where the screening is performed through a consumer reporting agency, the Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) and applicable state screening and ban-the-box laws. Provider is solely responsible for its screening decisions and their compliance. Passings does not conduct, order, review, or verify background screenings and makes no representation to any family about the screening status of any Provider’s personnel.

9.10 Non-Discrimination. Provider must not unlawfully discriminate against any consumer, or refuse or degrade service to any consumer, on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, disability, familial status, or any other characteristic protected by applicable law. This obligation applies to every family introduced through the Platform, whether or not the family ultimately engages Provider.

10. Industry-Specific Obligations

Provider’s applicable Provider Category Schedule sets forth additional obligations specific to Provider’s category. The following universal obligations apply to all Providers regardless of Provider Category Schedule:

10.1 Licensed Professionals. Provider must notify Passings within seven (7) calendar days of any disciplinary action against a license Provider holds. Licensure itself is governed by §9.1.

10.2 State Legality and Service Area Accuracy. Provider must list services accurately and within Provider’s legal service area. Certain Provider categories carry category-specific state-legality representations and notification obligations set forth in the applicable Provider Category Schedule (including disposition-method compliance subsections under DS-1, DS-2, and DS-3 for aquamation, green burial, and similar emerging methods).

10.3 Bereavement-Sensitive Conduct. Provider must conduct all communications with the families introduced through the Passings platform with appropriate professionalism, respect, and sensitivity to the bereavement context. High-pressure sales tactics, urgency-based marketing directed at acutely bereaved families, and exploitation of grief-context emotional vulnerability are prohibited.

10.3A Consumer Outreach Compliance (TCPA and State Telemarketing Laws). Provider represents and warrants that all telephone calls and text messages Provider places to a consumer in connection with Lead Data received through the Platform will comply with the Telephone Consumer Protection Act (47 U.S.C. §227) and all applicable state telemarketing and telephone-solicitation laws — including the laws of Provider's own state and the laws of the consumer's state of residence. Without limiting the foregoing, where any applicable state law imposes calling-hours restrictions or contact-frequency limits stricter than federal law — including, for example, Florida's Telephone Solicitation Act and Oklahoma's Telephone Solicitation Act of 2022, each of which restricts calls and texts to between 8:00 a.m. and 8:00 p.m. local time and limits contact to no more than three (3) communications in a 24-hour period on the same subject matter — Provider must comply with the strictest applicable requirement. Provider's outreach must be limited to the specific request for which the Lead Data was provided and must not exceed the scope of the consumer's consent as disclosed to the consumer at the time of the request. Provider agrees to indemnify Passings for any claim arising from Provider's outreach in violation of this §10.3A.

10.4 FTC Funeral Rule. Providers in the Funeral Homes category (Schedule DS-1) and the Casket and Urn local sub-categories under Physical Goods (Schedule GS-1), and any other category to which the FTC Funeral Rule (16 C.F.R. Part 453) applies, represent and warrant compliance with all applicable obligations under the Funeral Rule, including price disclosure, prohibition on required package purchases, and third-party goods acceptance. Online physical-goods merchandise leaves are handled under the Affiliate Program Terms Part A.

10.5 Provider-Authored Memorial Content; AI-Assisted Content. This §10.5 applies to any Provider that creates, drafts, edits, or publishes obituary or memorial-page content about a deceased individual (the “Decedent”) through the Passings Memorial Publisher or any successor authoring tool, whether or not the Decedent was Provider’s customer of record.

(a) Authorization and accuracy warranty. Provider represents and warrants that, for each obituary or memorial item Provider publishes: (i) Provider has obtained the authorization of the Decedent’s family or other authorized representative to create and publish the content on the family’s behalf; (ii) the content is accurate to the best of Provider’s knowledge and is not false or misleading in any material respect; and (iii) the content does not defame or infringe the rights (including rights of publicity and privacy) of any person — including the Decedent, to the extent a postmortem right of publicity applies under the law of the Decedent’s domicile at death or another applicable jurisdiction — and does not use the Decedent’s name, photograph, or likeness for Provider’s own advertising or commercial promotion beyond the biographical and commemorative purpose of the page and Provider’s “Arranged by” attribution. Provider’s warranty under this §10.5(a) extends to the entirety of the published content, including any portion generated or assisted by Passings’ AI writing tools. Provider’s use of an AI writing tool does not shift responsibility for the accuracy, authorization, or lawfulness of the published content away from Provider.

(b) Consent to permanent, non-removable AI-assistance disclosure. Provider acknowledges and agrees that, where Provider uses Passings’ AI writing tools to draft or assist in drafting obituary or memorial content, Passings will display a permanent, non-removable indicator on the resulting public memorial page stating that AI tools may have been used to create the content. Provider consents to the display of that indicator on the Decedent’s family’s memorial page; acknowledges that the indicator is derived automatically from Provider’s actual use of the AI tools and cannot be disabled, suppressed, or removed by Provider; and agrees not to circumvent, obscure, or misrepresent it. The AI-assistance indicator is a transparency disclosure only; it is independent of, and does not affect, any “arranged by” attribution or the placement of Provider’s listing.

(c) Indemnification. Without limiting §11 (Indemnification), Provider agrees to indemnify, defend, and hold harmless the parties identified in §11 from and against any claim, demand, liability, damage, judgment, fine, loss, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to obituary or memorial content Provider publishes through the Platform — including any portion generated or assisted by AI — and including claims of inaccuracy, lack of authorization, defamation, false light, infringement, or violation of a right of publicity or privacy.

11. Indemnification

Provider agrees to indemnify, defend, and hold harmless Passings LLC, Passings Holding LLC, and their respective managers, members, officers, employees, contractors, agents, and licensors from and against any and all claims, demands, liabilities, damages, judgments, fines, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: Provider’s services to any consumer introduced through the Platform; Provider’s breach of this Agreement or any applicable Schedule; Provider’s violation of any law or rule of professional conduct; Provider’s misrepresentation of any service line; and Provider’s use of Lead Data, Preview Data, or any consumer Plan content in violation of Exhibit A.

12. Limitation of Liability

12.1 Cap. Except as expressly preserved in §12.4, Passings’ total cumulative liability to Provider for all claims arising from or relating to this Agreement or Provider’s use of the Platform is limited to the greater of (i) the total fees Provider paid to Passings in the twelve (12) months immediately preceding the event giving rise to liability or (ii) US$500. 12.2 Excluded damages. Passings is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost business opportunity, lost goodwill, or any other intangible losses. 12.3 Apportionment. Where multiple parties contributed to the loss (for example, a consumer claim implicating both Provider and Passings), Passings’ liability is reduced proportionately. 12.4 Carve-outs. The cap and excluded-damages categories in §12.1 and §12.2 do not apply to: (i) Passings’ gross negligence or willful misconduct; (ii) Passings’ breach of its data-security commitments described in Privacy Policy §11 and §15; or (iii) any liability that cannot be excluded or limited under applicable law. 12.5 No Warranties. The Platform is provided “AS IS” and “AS AVAILABLE.” To the maximum extent permitted by applicable law, Passings disclaims all warranties of any kind with respect to the Platform, whether express (other than the express commitments stated in this Agreement), implied, statutory, or otherwise — including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade — and makes no warranty regarding lead volume, lead quality, conversion, uptime, or uninterrupted or error-free operation. No advice or information obtained from Passings creates any warranty not expressly stated in this Agreement.

13. Term and Termination

13.1 Term. This Agreement begins on Provider’s acceptance and continues until terminated under this §13. 13.2 Termination by Provider. Provider may terminate at any time with thirty (30) days’ written notice. 13.3 Termination by Passings. Passings may terminate this Agreement: (a) with thirty (30) days’ written notice for any reason or no reason; or (b) immediately upon written notice for fraud, loss of Provider’s required professional license, illegal activity, imminent harm to a family, violation of the FTC Funeral Rule where applicable, misrepresentation or omission of a service line, or material breach of this Agreement or the applicable Provider Category Schedule that is not cured within fourteen (14) days of Passings’ notice. 13.4 Effect of Termination. On termination, Provider’s listing is removed, all subscription benefits revoke at the end of the then-current billing period (no mid-cycle refund), the Founding Provider grant (if any) revokes per Schedule FP §FP.6, and Provider must immediately cease all use of Lead Data and Preview Data beyond what is reasonably necessary to complete services already engaged. Surviving provisions: §3.11 (Non-Circumvention, for the remainder of any twelve-month period then running), §3.12.4 (for the survival period stated therein), §7 (Family Privacy and Data), §10.3A (Indemnity for AI-Assisted Content), §11 (Indemnification), §12 (Limitation of Liability), §14 (Dispute Resolution), §15.12 (Confidentiality, for the survival period stated therein), and the Data Processing Addendum (Exhibit A) survive termination.

14. Dispute Resolution

14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law provisions, except that the Federal Arbitration Act (9 U.S.C. §1 et seq.) governs the interpretation and enforcement of §14.3 (Binding Arbitration; Class Action Waiver).

14.2 Informal Resolution. Before initiating any formal proceeding, the parties agree to make a good-faith effort to resolve disputes informally for a period of at least thirty (30) days from the date one party notifies the other in writing of the dispute.

14.3 Binding Arbitration; Class Action Waiver

Please read this Section carefully. It affects Provider’s legal rights, including by requiring most disputes between Provider and Passings to be resolved through individual binding arbitration rather than in court, and by waiving Provider’s right to participate in class actions, except as expressly preserved below.

14.3.1 Agreement to arbitrate. Provider and Passings agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or Provider’s use of the Platform (each, a “Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Commercial Rules”), as modified by this Section. The arbitration will be conducted by a single neutral arbitrator. The seat of the arbitration will be Cook County, Illinois; either party may request that any in-person hearing be conducted in the county of Provider’s principal place of business. The arbitrator will issue a reasoned written award.

14.3.2 Right to opt out of arbitration. Provider may opt out of the arbitration agreement in §14.3.1 by sending a written opt-out notice to Passings at the address in §14.3.11 within thirty (30) days after the later of (a) the date Provider first accepts this Agreement or (b) the date this version of §14.3 first becomes binding on Provider. The notice must include Provider’s business name, the email address associated with Provider’s account, and a clear statement that Provider wishes to opt out of arbitration. Opting out under this §14.3.2 affects only the arbitration agreement; the class-action waiver in §14.3.6 remains in full force regardless of whether Provider opts out. Passings will record Provider’s opt-out and confirm receipt to the email address on Provider’s account; the recorded opt-out applies prospectively to all Disputes between Provider and Passings.

14.3.3 Re-prompting on revised terms. Each time Passings publishes a revised version of this Agreement that materially modifies this §14.3, Provider will be presented with a renewed opportunity to opt out under §14.3.2 within thirty (30) days of the effective date of the revision.

14.3.4 Small-claims carve-out. Notwithstanding §14.3.1, either Provider or Passings may bring an individual claim in a small-claims court of competent jurisdiction in lieu of arbitration, provided the claim qualifies for small-claims jurisdiction under the applicable rules of that court.

14.3.5 Public injunctive relief carve-out. Notwithstanding any other provision of this Section, Provider retains the right to seek public injunctive relief in a court of competent jurisdiction, where such relief is preserved by applicable law, including (without limitation) the rule established by the California Supreme Court in McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017). Claims for public injunctive relief brought under this §14.3.5 will be stayed pending resolution of any individual damages claim in arbitration under §14.3.1.

14.3.6 Class-action and representative-action waiver (severable). Provider and Passings each agree to bring any Dispute against the other only in Provider’s or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, mass, or representative proceeding. Without limiting the foregoing: (a) the arbitrator may not consolidate more than one Provider’s claims with Provider’s claims; (b) the arbitrator may not preside over any form of class, representative, or collective proceeding; and (c) the arbitrator may not award relief to or against anyone other than the individual parties to the arbitration. This §14.3.6 is a material term of this Agreement. If a court of competent jurisdiction determines that this §14.3.6 is unenforceable as to any Dispute or category of Disputes, that determination does not invalidate §14.3.1 — the arbitration agreement in §14.3.1 survives in full force as to all other Disputes, and the unenforceable portion of §14.3.6 is severed and litigated in court on a non-class basis to the maximum extent permitted by law.

14.3.7 Coordinated mass-arbitration procedures. If twenty-five (25) or more individual demands for arbitration with substantially similar claims are filed against Passings by, or with the coordination of, the same counsel or coordinated group of counsel within a thirty (30) day period (a “Mass Arbitration”), the bellwether selection, mediation window, sequential resolution, and fee-allocation procedures of the consumer Terms of Service §17.3.7 apply, mutatis mutandis, under the AAA Commercial Rules in lieu of the AAA Consumer Rules. This §14.3.7 is a procedural modification of the AAA Commercial Rules under AAA Rule R-1(a) and does not waive any party’s substantive rights.

14.3.8 Severability. If any provision of this §14.3 (other than §14.3.6, which has its own severability rule) is found unenforceable, the remainder of this §14.3 will be enforced to the maximum extent permitted by law.

14.3.9 Jury trial waiver. To the extent any Dispute is heard in court (e.g., under §14.3.4 or §14.3.5), Provider and Passings each waive the right to a trial by jury.

14.3.10 Injunctive relief exception. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or prevent irreparable harm, without waiving the obligation to arbitrate other claims.

14.3.11 Opt-out notice address. Opt-out notices under §14.3.2 must be sent by email to [email protected] with the subject line "Arbitration Opt-Out", or by U.S. mail to: Passings LLC, Attn: Arbitration Opt-Out, 2501 Chatham Rd, Suite R, Springfield, IL 62704, USA. Passings will confirm receipt of every opt-out notice to the email address on Provider's account.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with the applicable Provider Category Schedule, Schedule PRO (if Provider subscribes to Provider Pro), Schedule FT (if Provider purchases Featured Placement), Schedule FP (if Provider is a Founding Provider), Schedule SB (where applicable), Schedule LS (if Provider elects the Lead-Inclusive Subscription), Exhibit A (Data Processing Addendum), the Acceptable Use Policy, and any other legal notices published by Passings, constitutes the entire agreement between Provider and Passings with respect to the Platform and supersedes all prior agreements. This Agreement does not supersede the Terms of Service, which continue to govern Provider’s use of the consumer planning Service and interact with this Agreement as described in “Relationship to the Terms of Service” above. 15.2 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, with severability rules specific to §14.3 applying per §14.3.6 and §14.3.8. 15.3 Waiver. Our failure to enforce any right or provision is not a waiver of that right or provision. 15.4 Assignment. Provider may not assign this Agreement without Passings’ prior written consent; Passings may assign in connection with a merger, acquisition, or sale of assets. 15.5 Independent Contractors. Provider and Passings are independent contractors; nothing here creates an agency, partnership, or joint venture. 15.6 Notices. Notices to Provider are sent to the email on file; notices to Passings are sent to [email protected] with copy to the postal address in §17. 15.7 Force Majeure. Neither party is liable for failure or delay due to causes beyond reasonable control. 15.8 No Third-Party Beneficiaries. Except for Passings Holding LLC (the IP owner), this Agreement does not create third-party-beneficiary rights. 15.9 Language. The English version of this Agreement controls. 15.10 Apple Mobile Application Acknowledgment. Where Provider’s mobile-application access is provided through Apple’s App Store, Provider’s use is subject to Apple’s standard end-user license agreement and Apple is a third-party beneficiary of the Apple-specific provisions of this Agreement.

15.11 Changes to this Agreement; Re-Acceptance. We may publish a revised version of this Agreement from time to time. For a material revision — one that reduces Provider’s rights or increases Provider’s obligations (including dispute resolution, scope, liability, or data use, but not pricing of any kind — per-lead fees, subscription rates, Featured Placement rates, and other published pricing — which is governed by the notice-and-cancel terms of §3.6) — Provider will be asked to affirmatively re-accept the revised Agreement (one-click clickwrap) at Provider’s next session before continuing to use the Provider tools; continued use alone is not acceptance of a material revision. For a minor revision (clarification or correction), the revised Agreement is posted with a new effective date and continued use applies it. If Provider declines a material revision, Provider is signed out with Provider’s account and data preserved and is re-prompted at next login. Each acceptance is recorded under §16 (Electronic Signature). A material change to §14.3 (Arbitration) is also governed by the renewed opt-out in §14.3.3.

A material revision takes effect no earlier than thirty (30) days after notice to Provider under §15.6. A Provider that declines a material revision may terminate under §13 at any time, before or after the revision takes effect, without penalty, and Passings will refund any prepaid, unused subscription or Featured Placement fees on a pro-rata basis. No revision applies retroactively to leads already delivered, to fees already charged, or to a dispute already submitted under §3.7, and no revision alters §14 (Dispute Resolution) as to a claim that has already accrued.

15.12 Confidentiality. Each party may receive non-public business information of the other in the course of this Agreement — for Passings, Provider’s pricing, volume, and account information; for Provider, non-public Platform terms, pricing audit logs, analytics, and program information (in each case, “Confidential Information”). Each party will use the other’s Confidential Information only to perform under this Agreement, will protect it with at least the care it applies to its own confidential information (and no less than reasonable care), and will not disclose it to any third party except to employees, advisors, and service providers bound by confidentiality obligations at least as protective, or as required by law or legal process (with notice to the other party where lawful). Confidential Information does not include information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without duty of confidence. Consumer personal information is governed by Exhibit A and the Privacy Policy, not this §15.12; nothing in this §15.12 limits Passings’ disclosures required by the Privacy Policy, the Law Enforcement Guidelines, or applicable privacy law. This §15.12 survives termination for three (3) years, except for trade secrets, which remain protected for as long as they qualify as such.

16. Electronic Signature

Provider’s electronic acceptance of this Agreement and any applicable Schedule has the same force and effect as a wet-ink signature. Passings records the date, time, IP address, user account, Agreement version, Provider Category Schedule version, and (for Path B clickwraps) the specific subsection acknowledged for each acceptance. Provider may request a copy of Provider’s acceptance record by written request to [email protected].

17. Contact

Legal notices: [email protected]. Provider Support: [email protected]. Postal address: Passings LLC, 2501 Chatham Rd, Suite R, Springfield, IL 62704, USA.

Active Schedule Summary

The table below summarizes the Schedules in this Agreement; Schedules LE-1 and SL-1 activate only as provided in their own terms. Each Schedule’s full text follows. In case of any inconsistency between the summary table and a Schedule’s full text, the full text controls.

Schedule PRO — Provider Pro Subscription Terms

§PRO.1 Eligibility. Any Provider in good standing under this Agreement may subscribe to Provider Pro, regardless of provider category. Provider Pro is an add-on subscription; it does not replace Provider’s category billing model.

§PRO.2 Fees. Provider Pro is $49 per month per Provider entity, billed in advance through Stripe under the recurring-subscription model. Provider authorizes Passings (and Passings’ payment processor) to charge Provider’s payment method monthly until Provider cancels under §PRO.5. Provider may instead elect annual billing at the published annual rate ($490 per year — two months free relative to monthly billing); an annual subscription is billed in advance, renews automatically each year until Provider cancels, cancellation takes effect at the end of the then-current annual term per §PRO.5, and price changes are governed by §3.6.

§PRO.3 Benefits. (a) Analytics. Access to the Provider Analytics page in the Provider Portal, including lead funnel metrics, conversion data, profile-view counts, and offering-level performance breakdowns. (b) Pro Badge. Display of the “Pro” promotional badge on Provider’s public profile and in marketplace search results, in addition to any other badges Provider qualifies for under §2.6. (c) Priority Support. Priority routing for Provider Support requests, with target initial-response within one (1) business day. (d) Seat allowance. Up to three (3) staff seats may be invited to Provider’s account under the team invitation flow. Additional seats above the base allowance are not available.

§PRO.4 Express exclusion of per-lead discount. Provider Pro does not entitle Provider to any discount on per-lead fees. Lead pricing under §3 and Provider’s category Schedule is unaffected by Provider Pro subscription status. No Founding Provider grant, Featured Placement purchase, or other promotion provides a discount on per-lead fees; per-lead pricing is uniform for all Providers in the same provider category and state.

§PRO.5 Cancellation; no mid-cycle refund. Provider may cancel Provider Pro at any time through the Provider Portal or by contacting Passings Support. Cancellation takes effect at the end of the then-current billing period (cancel_at_period_end); the Provider Pro benefits in §PRO.3 remain available until period end, after which they revoke automatically. No mid-cycle refund is issued for cancellation, downgrade, or non-use during the paid period.

§PRO.6 Past-due and lapse handling. If a Provider Pro renewal payment fails, Passings will attempt collection through its payment processor’s standard retry sequence. Provider’s Pro benefits remain active while the subscription remains in that retry sequence. If collection does not succeed and the subscription is canceled or marked unpaid, Pro benefits are revoked and Provider’s tier reverts to the underlying category billing model. Re-activation requires successful payment of any overdue amount or initiation of a new subscription.

§PRO.7 Founding Provider lifetime grant — no Stripe subscription required. A Provider who holds a Founding Provider Lifetime Grant under Schedule FP §FP.4 retains the Pro benefits described in §PRO.3 regardless of whether Provider holds an active Provider Pro Stripe subscription. The Founding lifetime grant is independent of the Stripe subscription mechanism and is governed by Schedule FP.

Schedule FT — Featured Placement Terms

§FT.1 Eligibility. Subject to §FT.1a, a Provider in good standing under this Agreement may purchase Featured Placement within a ZIP code in which Provider is licensed and active. Featured Placement is a separate product from Provider Pro and from Founding Provider — purchasing Featured does not grant Pro benefits or Founding status, and vice versa.

§FT.1a Categories in which Featured Placement is not offered. Featured Placement is not offered to, and may not be purchased by, a Provider listing under any Schedule named in this subsection. A purchase made contrary to this subsection is void, the slot is released, and Passings will refund the amount paid in full. The excluded Schedules are:

(a) Schedule HC-1 (Hospice and Palliative Care), Schedule DN-1 (Organ and Tissue Donation Organizations), and Schedule DN-2 (Whole Body Donation Programs). Each is a free listing under which no fee of any kind is charged, and Featured Placement is a fee. For HC-1, a purchased placement paid by a federally-reimbursed provider would implicate the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b); for DN-1 and DN-2, the National Organ Transplant Act and the Uniform Anatomical Gift Act prohibit remuneration in connection with donation, as stated in those Schedules;

(b) Schedule SL-1 (Senior Living and Care Communities), per §SL-1.1(c);

(c) Schedule MH-1 (Grief Counselors and Mental Health Professionals). Under §MH-1.1 the flat subscription is the only amount Provider pays Passings, and §MH-1.4(c) and §MH-1.4(e) rest the compliance posture for state mental-health-board fee rules and the Federal Anti-Kickback Statute on that subscription-only model. A separately purchased visibility product is a payment beyond the flat subscription and is therefore not offered under this Schedule; and

(d) Schedule LE-1 (Attorneys), unless and until Passings has cleared Featured Placement for this Schedule in a given state and recorded that clearance. The clearance turns on whether a purchased, platform-conferred position is consistent with the rules of professional conduct on attorney advertising in that state and with the user-defined-search posture on which the Rule 7.2(c) analysis rests; the ICS Compliance Memo identifies a "featured" list as a feature requiring re-analysis, and Passings does not offer the product in this category before that analysis is completed.

Passings may add a Provider category to this subsection, with thirty (30) days' notice to any affected Provider holding an active slot and a pro-rata refund of the unused portion under §FT.5a, where Passings determines that purchased positioning is or may be restricted by the law or professional-conduct rules applicable to that category. Categories excluded under this subsection are presented, ordered, and ranked identically to categories in which Featured Placement is available; exclusion affects the availability of the product only, and never a Provider's visibility, ordering, or presentation to families.

§FT.2 Fees. Featured Placement is $99 per month per ZIP slot, billed in advance through Stripe under the recurring-subscription model. Each ZIP code supports a maximum of three (3) Featured slots per Provider category. Provider may instead elect annual billing at the published annual rate ($990 per year per ZIP slot — two months free relative to the $99 monthly rate); an annual subscription is billed in advance, renews automatically each year until Provider cancels, cancellation takes effect at the end of the then-current annual term per §FT.5, and price changes are governed by §3.6.

§FT.3 Allocation. Featured slots are allocated on a first-come basis. If all three slots in a ZIP are filled, Provider may join the Featured Waitlist for that ZIP at no charge.

§FT.4 Waitlist mechanic. When a Featured slot in a ZIP opens (through cancellation, non-payment, or removal), Passings notifies the Provider at the top of the waitlist by email and through the Provider Portal. The notified Provider has seven (7) calendar days from the date of notification to accept the slot by confirming and activating billing. If the notified Provider does not accept within seven calendar days, the offer expires and the next Provider on the waitlist is notified under the same seven-day window. Providers whose offers expire do not return to the top of the waitlist; they are moved to the bottom or removed at Passings’ discretion. That demotion applies only to a Provider who allows an offer to expire; the treatment of a Provider whose Featured Placement Passings itself ended is governed by §FT.5a. Featured Waitlist position does not entitle Provider to any guarantee of allocation.

§FT.5 Cancellation by Provider; no mid-cycle refund. Provider may cancel Featured Placement at any time through the Provider Portal. Cancellation takes effect at the end of the then-current billing period (cancel_at_period_end); the Featured slot remains held for Provider until period end and is then released to the top of the waitlist. No mid-cycle refund is issued on a cancellation by Provider. This subsection governs cancellation by Provider only; where Passings ends a Featured Placement, §FT.5a applies.

§FT.5a Withdrawal by Passings; pro-rata refund. Where Passings ends a Featured Placement other than for Provider's breach or non-payment — including a reduction of per-ZIP slot capacity under §FT.7 and the addition of Provider's category to §FT.1a — Passings will refund the unused portion of any amount Provider has prepaid for the terminated slot, pro-rated to the date the placement ends, and will not invoice Provider for any period after that date. Provider is not required to request the refund. Where Passings ends a Featured Placement under this subsection and Provider remains eligible to purchase Featured Placement in that category, Provider is placed at the top of the Featured Waitlist for that ZIP and is offered the next slot that becomes available there, if and when one does; where Provider's category has been added to §FT.1a, the pro-rata refund is the remedy and no waitlist placement occurs. The demotion rule in §FT.4 applies only to a Provider who allows an offer to expire, and never to a Provider whose placement Passings ended. Where Passings ends a Featured Placement for Provider's breach or non-payment, no refund of any prepaid amount is due and this subsection's waitlist priority does not apply; termination for breach is governed by §13.

§FT.6 Featured Badge. A Provider holding an active Featured slot in a ZIP displays the “Featured” promotional badge on Provider’s public profile and in marketplace search results presented to consumers in that ZIP.

§FT.7 Disclaimer. Featured slot availability is not guaranteed and depends on ZIP-level capacity. Passings makes no representation that any particular ZIP will have Featured slots available at any particular time. Passings reserves the right to expand or contract per-ZIP slot capacity in its discretion with thirty (30) days’ notice to affected Providers. Where a reduction in capacity ends a Provider’s active Featured Placement, §FT.5a governs: the unused portion of any prepaid amount is refunded pro-rata, with waitlist priority as provided there.

§FT.8 No per-lead discount association. Featured Placement does not entitle Provider to any discount on per-lead fees and does not grant Pro tier features.

Schedule FP — Founding Provider Terms

§FP.1 Founding Provider Program — Overview. The Founding Provider Program is a closed cohort of Wave 0 launch Providers, hand-selected by Passings at its sole discretion. The Program offers (a) a Founding Provider Lifetime Grant of Pro tier features and (b) the Founding Provider badge. The Program confers no financial benefit: Founding Providers pay the same per-lead fees and the same subscription rates as every other Provider in the same category and state.

§FP.2 Cohort caps and allocation. Founding Provider grants are limited to the first ten (10) Providers per Wave 0 provider category. Passings may revise this cap at its discretion based on provider demand within a category. Allocation is made by invitation; there is no public application or first-come signup. Once a category’s cap is reached, additional grants for that category are not issued.

§FP.3 No financial benefit; fee uniformity. Founding Provider status confers no discount, credit, rebate, or preferential rate of any kind. A Founding Provider pays the same per-lead fees, and the same subscription fees, as every other Provider in the same provider category and state. The sole benefits of the Program are the Founding Provider Lifetime Grant under §FP.4 and the Founding Provider badge. Founding Providers in a Subscription Basic category receive the universal ninety (90) day free trial under §SB.2a on the same terms as every other Subscription Basic onboarder; that trial is not a Founding Provider benefit.

§FP.4 Founding Provider Lifetime Grant. Independent of the fee-uniformity rule in §FP.3, each Founding Provider receives a grant of Pro tier features for as long as Provider’s account remains in good standing on the Passings platform. The grant survives cancellation of any Stripe subscription Provider may hold (a Founding Provider who cancels Pro retains the Pro features by virtue of the grant). The grant is independent of platform name or entity changes.

§FP.5 Founding Provider badge. While the Provider’s account is in active good standing and the Founding grant has not been revoked, Passings will display a Founding Provider badge on Provider’s public profile and search-result presentations. The badge is hidden if the account is suspended, the grant is revoked, or the account is terminated.

§FP.6 Revocation. Passings may revoke the Founding Provider grant for any of the following reasons: (a) material breach of this Agreement by Provider; (b) fraud or material misrepresentation in Provider’s onboarding or subsequent disclosures; (c) termination of Provider’s account, whether by Provider or by Passings; (d) administrative action by Passings consistent with the foregoing grounds. On revocation, the Founding Provider Lifetime Grant ends; the Founding Provider badge is hidden; and Provider’s tier reverts to free unless Provider holds an active paid Pro subscription independent of the grant.

§FP.7 No assignment, no transfer. The Founding Provider grant is personal to the recipient Provider entity. The grant does not transfer in a sale or merger of the Provider’s business absent Passings’ written consent.

§FP.8 Construction. “Lifetime” as used in this Schedule means the lifetime of Provider’s account in good standing. It does not mean perpetual without conditions. The grant ends upon the revocation events in §FP.6 above.

Schedule SB — Subscription Basic Terms

§SB.1 Application. Subscription Basic applies to Providers in any provider category for which Passings has determined that per-lead billing is not appropriate or is not permitted by applicable law. Currently: Schedule MH-1 (Mental Health), and Schedule LE-1 (Attorneys) in any state that has been activated under §LE-1.1.

§SB.2 Fees. Subscription Basic is $49 per month per Provider entity, billed in advance through Stripe under the recurring-subscription model. Provider may instead elect annual billing at the published annual rate ($490 per year — two months free relative to monthly billing); an annual subscription is billed in advance, renews automatically each year until Provider cancels, cancellation takes effect at the end of the then-current annual term per §SB.4, and price changes are governed by §3.6.

§SB.2a Free trial; automatic renewal. New Subscription Basic Providers receive a ninety (90) day free trial beginning on listing approval. Provider’s payment method is captured at onboarding (§SB.3) and no fee is charged during the trial. Unless Provider cancels before the trial ends, the subscription automatically converts to paid: the first $49 monthly fee is charged on the ninety-first (91st) day and $49 recurs automatically each month thereafter until Provider cancels. Provider may cancel at any time through the Provider Portal as provided in §SB.4 (cancellation; no mid-cycle refund), and past-due handling is governed by §SB.5. The same free-trial and automatic-renewal terms are disclosed to Provider at the point of payment-method capture.

§SB.3 Card-capture authorization. Provider authorizes Passings to capture Provider’s payment method at the time of onboarding and to charge the captured payment method for Subscription Basic fees as they become due. Card capture is required at onboarding for Subscription Basic categories; Provider may not complete onboarding without providing payment information.

§SB.4 Cancellation; no mid-cycle refund. Provider may cancel Subscription Basic at any time through the Provider Portal. Cancellation takes effect at the end of the then-current billing period; Provider’s listing and lead access remain active until period end. No mid-cycle refund is issued.

§SB.5 Past-due handling. If a Subscription Basic renewal payment fails, Passings will attempt collection per Stripe’s standard dunning sequence. Provider’s listing remains active during a fourteen (14) day grace period from the date of the initial failure. After the grace period, if payment has not succeeded, Provider’s listing is suspended and ceases to be publicly visible in the marketplace, including in marketplace search results. Reinstatement requires successful payment of any overdue amount.

§SB.6 State-specific regulatory disclosures. Subscription Basic Providers in regulated categories must comply with state licensure and professional-conduct disclosures applicable to Provider’s category. For Schedule LE-1, see §LE-1.4(a)–(f). For Schedule MH-1, see §MH-1.4(a)–(f).

Schedule LS — Lead-Inclusive Subscription

§LS.1 Application; election. The Lead-Inclusive Subscription is an optional flat-fee alternative to per-lead billing, available to Providers in good standing in the per-lead categories for which Passings offers it (currently Funeral Home Providers under Schedule DS-1; Passings may extend the offer to additional per-lead categories with notice through the Provider Portal). Per-lead billing remains the default revenue model for per-lead categories (§3.1); an eligible Provider elects the Lead-Inclusive Subscription through the Provider Portal. The offer is made uniformly to all Providers in the same category and state — the subscription price does not vary by individual Provider.

§LS.2 Fees. The Lead-Inclusive Subscription fee is the rate published on the Pricing Page for Provider’s category and state, billed in advance through Stripe under the recurring-subscription model. The Lead-Inclusive Subscription for Funeral Home Providers is $1,490 per year (or, where monthly billing is offered for the category, $149 per month). Price changes are governed by §3.6, including the thirty (30) day ceiling-bounded advance-notice requirement.

§LS.3 Effect on lead billing. While Provider’s Lead-Inclusive Subscription is active (including during the grace period in §LS.5), each lead delivered to Provider in the covered category is delivered at no per-lead charge: no per-lead fee is charged at Unlock, and Provider’s complimentary lead credits under §3.2 are not consumed. Leads delivered under the subscription are otherwise governed by this Agreement in the ordinary way — Preview Data, Unlock mechanics (§3.3), non-exclusivity, SLA obligations (§4), and the Data Processing Addendum (Exhibit A) all apply unchanged. The Lead-Inclusive Subscription does not guarantee any volume, frequency, or geographic distribution of leads (§1.4).

§LS.4 Renewal; cancellation; no mid-cycle refund. The Lead-Inclusive Subscription renews automatically at the end of each subscription term (annual or, where offered, monthly) until Provider cancels. For any subscription term of twelve (12) months or longer, Passings will send Provider a renewal reminder notice, to the email address on file, no less than fifteen (15) and no more than thirty (30) days before the renewal date, identifying the renewal date, the renewing charge, and the means of cancellation. Provider may cancel at any time through the Provider Portal; cancellation takes effect at the end of the then-current term, and the §LS.3 benefits remain available until term end. No mid-cycle refund is issued for cancellation or non-use during a paid term.

§LS.5 Past-due and lapse handling. If a Lead-Inclusive Subscription renewal payment fails, Passings will attempt collection per Stripe’s standard dunning sequence, and the §LS.3 benefits remain active during a fourteen (14) day grace period from the date of the initial failure. After the grace period, or on the effective date of a cancellation, the subscription lapses and Provider’s billing reverts as follows: (a) where per-lead billing is permitted for Provider’s category and state and Provider is chargeable, per-lead billing under §3.3 applies to subsequently delivered leads; and (b) otherwise, the listing-visibility terms of §3.10 apply and Provider’s listing’s public visibility is suspended until Provider resubscribes or cures the lapse. Re-activation requires successful payment of any overdue amount or initiation of a new subscription.

§LS.6 Relation to other subscriptions. The Lead-Inclusive Subscription covers lead billing only. It is independent of, and does not include, Provider Pro (Schedule PRO), Featured Placement (Schedule FT), or any Founding Provider benefit (Schedule FP), and it is distinct from Subscription Basic (Schedule SB), which applies only to categories for which per-lead billing is not used at all.

Provider Category Schedules

The following Provider Category Schedules govern Provider participation in the Passings marketplace for their respective categories. Each Schedule is presented to Provider during onboarding for Provider’s category and is binding on Provider per §2.1. All pricing references in the Schedules below direct Provider to the Pricing & Billing page in the Provider Portal, which displays the current rate for Provider’s category; pricing changes are governed by Base Agreement §3.6.

Meal delivery, vital records retrieval and pet care are not Provider categories under this Agreement. Commercial meal delivery and pet care are offered through the Affiliate Program Terms (Part A); local caterers offering family meal delivery onboard under Schedule EV-2 with meal delivery as a service offering; meal-chain coordination among a family’s own community is a Passings platform feature rather than a Provider service; and certified vital records issue only from the state or county registrar or its contracted processor, for which Passings provides free guidance rather than a paid Provider category.

Schedule DS-1 — Funeral Homes

Applies to: Licensed Funeral Homes, Funeral Directors, and Funeral Service Providers offering full-service funeral arrangement, body preparation, viewing, and disposition coordination.

DS-1.1 Revenue Model

Per-lead billing at the rate for Funeral Home Providers published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6. If Provider has elected the Lead-Inclusive Subscription (Schedule LS), Schedule LS governs lead billing instead. Where per-lead billing for Provider’s state is not permitted or is pending regulatory review, Base Agreement §3.1 and §3.10 govern lead billing and listing visibility.

DS-1.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

DS-1.3 SLA Response Tier

Tier 1 — At-need critical: 4 hours. See Base Agreement §4.3.

DS-1.4 Compliance / Local Regulations

(a) FTC Funeral Rule. Provider represents and warrants compliance with the FTC Funeral Rule (16 C.F.R. Part 453), including: (i) providing an itemized General Price List to all inquiring families; (ii) not requiring families to purchase package arrangements; (iii) accepting third-party caskets and urns without surcharge; and (iv) all other applicable obligations under the Funeral Rule.

(b) State Funeral Director Licensing. Provider represents and warrants that Provider holds a valid funeral home license and all associated funeral director licenses required in every state where Provider operates and is listed, and will maintain such licenses in good standing for the duration of this Agreement.

(c) Pre-Need Sales (Illinois). Where Provider offers pre-need funeral contracts to Illinois Consumers, Provider represents and warrants compliance with the Illinois Funeral or Burial Funds Act (225 ILCS 45), administered by the Illinois State Comptroller. Passings is a referral platform and is not a party to any pre-need contract between Provider and a Consumer; Provider is solely responsible for compliance with that Act, including consumer-funds-handling, trust requirements, and disclosure obligations. At-need transactions are outside the Act.

(d) Disposition Method Compliance. This subsection applies only to disposition methods Provider has selected as service offerings under §2.8 (Service Offering Taxonomy).

(d)(i) Aquamation / Alkaline Hydrolysis. Where Provider offers aquamation as a service, Provider represents and warrants: (A) that aquamation is legal in every state where Provider performs the service; (B) that Provider holds all state-required permits for alkaline hydrolysis equipment operation; (C) that Provider complies with applicable wastewater discharge regulations governing the byproducts of the alkaline hydrolysis process; and (D) that Provider’s equipment certification, exposure protections, and chain-of-custody procedures meet applicable industry standards. Provider must update Provider’s profile and the active states for the aquamation service offering within seven (7) calendar days of any change in state legality, licensure, or permit status.

(d)(ii) Green Burial. Where Provider offers green burial as a service, Provider represents and warrants: (A) that the green-burial preparation methods Provider performs (including non-embalmed body preparation, biodegradable shroud or casket use, and any chemical-free or limited-chemical preparation) comply with applicable state burial law and any applicable cemetery-specific rules; (B) that any Green Burial Council (GBC) or comparable certification levels Provider claims (Hybrid, Natural, or Conservation) are current and accurate; and (C) that Provider does not represent capacity to deliver to a conservation burial ground or other green-burial-only cemetery without confirmation that the receiving facility accepts the preparation method Provider performs.

(d)(iii) Other Disposition Methods. Provider may not offer through the Passings platform any disposition method that is not represented as an active service offering in the service-offering Taxonomy maintained by Passings for Funeral Homes at the time of Provider’s listing. Provider acknowledges that the Taxonomy is updated by Passings from time to time and that activation of new disposition methods on the platform requires Passings’ affirmative action, including counsel review of compliance language under Passings’ disposition-method activation criteria. Provider may submit a request to Passings to add a new disposition method to the Taxonomy under §2.8. Until such expansion, Provider’s representations are limited to the Taxonomy as it exists.

DS-1.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

Schedule DS-2 — Cremation Providers

Applies to: Licensed Cremation Providers, Crematories, and standalone cremation operators. Includes Providers whose primary disposition method is flame cremation, alkaline hydrolysis (aquamation), or both.

DS-2.1 Revenue Model

Per-lead billing at the rate for Cremation Providers published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

DS-2.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

DS-2.3 SLA Response Tier

Tier 1 — At-need critical: 4 hours. See Base Agreement §4.3.

DS-2.4 Compliance / Local Regulations

(a) State Cremation Licensing. Provider represents and warrants compliance with all applicable state cremation operating regulations, including state-required cremation authorization forms, identification procedures, and chain-of-custody documentation.

(b) Pre-Need Sales (Illinois). Where Provider offers pre-need cremation contracts to Illinois Consumers, Provider represents and warrants compliance with the Illinois Funeral or Burial Funds Act (225 ILCS 45) on the same terms as §DS-1.4(c).

(c) Disposition Method Compliance. This subsection applies only to disposition methods Provider has selected as service offerings under §2.8.

(c)(i) Flame Cremation. Where Provider offers flame cremation as a service, Provider represents and warrants compliance with applicable state cremation operations regulations, environmental and air-quality regulations, and cremation-equipment certification requirements.

(c)(ii) Aquamation / Alkaline Hydrolysis. Where Provider offers aquamation as a service, the representations and warranties in §DS-1.4(d)(i) apply with equal force to Provider under this Schedule.

(c)(iii) Other Disposition Methods. The “Other Disposition Methods” catchall in §DS-1.4(d)(iii) applies with equal force to Provider under this Schedule.

(d) Funeral Home Cross-Reference. Where Provider is also a Funeral Home, Provider must also comply with FTC Funeral Rule obligations as set forth in §DS-1.4(a).

DS-2.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

Schedule DS-3 — Cemeteries

Applies to: Licensed Cemeteries, Memorial Parks, Mausoleums, Columbaria, and Conservation Burial Grounds (where licensed as cemeteries). Conservation burial grounds not licensed as cemeteries are outside this Schedule.

DS-3.1 Revenue Model

Per-lead billing at the rate for Cemeteries published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

DS-3.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

DS-3.3 SLA Response Tier

Tier 2 — Near-need / time-sensitive: 12 hours. See Base Agreement §4.3.

DS-3.4 Compliance / Local Regulations

(a) State Cemetery Operations. Provider represents and warrants compliance with all applicable state cemetery operating regulations, including grave registration, plot transfer, and burial-permit obligations.

(b) Perpetual Care Fund Requirements. Where Provider operates a cemetery subject to perpetual-care fund requirements under applicable state law, Provider represents and warrants that Provider’s perpetual-care fund is established, funded, and administered in accordance with such requirements.

(c) Illinois Pre-Need Cemetery Sales Act. Where Provider offers pre-need cemetery contracts to Illinois Consumers, Provider represents and warrants compliance with the Illinois Pre-Need Cemetery Sales Act (815 ILCS 390) and the Illinois Cemetery Care Act (760 ILCS 100). Passings is a referral platform and is not a party to any pre-need contract between Provider and a Consumer.

(d) Burial Method Compliance. This subsection applies only to burial methods Provider has selected as service offerings under §2.8 (Service Offering Taxonomy).

(d)(i) Conventional Burial. Where Provider offers conventional burial as a service, Provider represents and warrants compliance with applicable state burial law and any applicable local cemetery-specific rules.

(d)(ii) Green Burial. Where Provider offers green burial as a service (whether through a dedicated natural-burial section or by accepting non-embalmed remains in a biodegradable shroud or casket), Provider represents and warrants: (A) the green-burial sections of Provider’s cemetery comply with applicable state and local burial law; (B) any Green Burial Council (GBC) or comparable certification levels Provider claims (Hybrid, Natural, or Conservation) are current and accurate; and (C) Provider’s procedures for accepting and processing green burials are documented and accessible to inquiring families.

(d)(iii) Other Burial Methods. Provider may not offer through the Passings platform any burial method that is not represented as an active service offering in the service-offering Taxonomy maintained by Passings for Cemeteries at the time of Provider’s listing. The “Other Disposition Methods” catchall framing in §DS-1.4(d)(iii) applies with equal force to Provider under this Schedule.

DS-3.5 Service Area and State Legality

Provider represents and warrants that, in every state where Provider operates and is listed, Provider either (i) holds all required state and local cemetery operating licenses and permits, or (ii) holds a determination of exempt or partially exempt status from the state authority that administers cemetery licensure, and operates within the terms of that determination. A cemetery lawfully operating under an exemption is not required to warrant that it holds a license it is not required to hold. Provider must accurately represent states of operation during onboarding and update Provider’s profile within seven (7) calendar days of any change in licensure, exemption status, or service area.

In Illinois specifically: cemetery authorities are licensed by the Department of Financial and Professional Regulation under the Cemetery Oversight Act (225 ILCS 411). Section 5-20 of that Act fully or partially exempts several classes of cemetery, including family and religious burying grounds, cemeteries of less than three acres, cemeteries dormant for ten years, public cemeteries, religious cemeteries, and cemeteries performing twenty-five or fewer interments in each of the prior two calendar years. An exempt or partially exempt cemetery authority must nonetheless apply to the Department for that status. Provider represents and warrants that Provider holds either a current license or a current exemption determination from the Department, and will supply the license number or the exemption determination to Passings on request for listing-verification purposes.

Schedule DS-4 — Body Transport Providers

Applies to: Body transport companies, first-call removal services, dedicated transport providers, repatriation specialists, and other Providers whose primary business is transport of human remains.

DS-4.1 Revenue Model

Per-lead billing at the rate for Body Transport Providers published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

DS-4.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

DS-4.3 SLA Response Tier

Tier 1 — At-need critical: 4 hours. See Base Agreement §4.3.

DS-4.4 Compliance / Local Regulations

(a) State Body Transport Licensing. Provider represents and warrants compliance with all applicable state body transport licensing requirements. Body transport licensing varies by state; some states require a funeral establishment license, others a separate transport license, and others impose no specific licensure but apply general transport rules.

(b) Air Transport (TSA Known Shipper). Where Provider transports remains by air, Provider represents and warrants that Provider holds current TSA Known Shipper status and complies with all applicable TSA cargo screening rules.

(c) Interstate and International Transport. Where Provider transports remains across state lines or internationally, Provider represents and warrants compliance with applicable interstate transport regulations, federal customs regulations (where applicable), and the embarking and receiving jurisdictions’ rules. Where Provider operates as a for-hire motor carrier transporting remains in interstate commerce, Provider further represents and warrants that Provider holds and maintains all federally required USDOT registration, FMCSA operating authority, and insurance filings, to the extent applicable to Provider’s operations and vehicles (49 U.S.C. §13501 et seq.; 49 C.F.R. §387.303T; the Federal Motor Carrier Safety Regulations attach to vehicles of 10,001 pounds GVWR or more, 49 C.F.R. §390.5).

(d) Documentation and Permits. Provider represents and warrants that Provider obtains and maintains all transport permits, burial-transit permits, and disposition-permit documentation required by applicable law for each transport.

DS-4.5 Service Area and State Legality

Provider must accurately represent the states and metropolitan service areas Provider serves, distinguishing between Provider’s primary service area (4-hour at-need response capacity) and Provider’s extended service area (multi-day or pre-arranged transport). Provider must update Provider’s profile within seven (7) calendar days of any material change in service area.

Schedule GS-1 — Physical Goods (Local)

This Schedule GS-1 governs Provider participation in the Passings marketplace as a local funeral merchandise Provider (caskets, urns, headstones and monuments, and similar local-fulfillment goods).

§GS-1.1 Scope. This Schedule applies to physical goods sold and fulfilled locally. Online-only merchandise leaves (casket_online, urn_online, headstone_marker_online) are not Schedule GS-1 offerings and are handled under the Affiliate Program Terms (Part A) where applicable.

§GS-1.2 FTC Funeral Rule. Provider represents and warrants compliance with the FTC Funeral Rule (16 C.F.R. Part 453), including the third-party-goods provisions for casket and urn sales, the price-disclosure requirements, and the prohibition on required-package purchases.

§GS-1.3 State monument dealer registration. Where Provider sells monuments or headstones, Provider represents and warrants compliance with any applicable state monument dealer registration requirements.

§GS-1.4 Cross-listing compliance with grave-care offerings. Where a Monument Shop Provider enables a grave_care_cleaning or related offering, the substantive compliance obligations of Schedule GC-1 §GC-1.4 are imported into this Schedule under §2.1.2. The Provider does not sign Schedule GC-1; the obligations apply through this cross-listing subsection.

Schedule CS-1 — Funeral Celebrants and Officiants

Applies to: Independent celebrants, officiants, and ordained ministers who officiate funerals, memorial services, celebrations of life, and graveside services on a private-engagement, fee-charging basis. Includes secular celebrants, interfaith officiants, professional life-celebration officiants, and religious leaders who charge a fee for officiation engagements outside the regular ministry of a religious congregation.

This Schedule does not apply to clergy or religious leaders who officiate without charge or on a donation-only basis as part of the regular ministry of their religious congregation. No Schedule under this Agreement applies to such officiants.

CS-1.1 Revenue Model

Per-lead billing at the rate for Funeral Celebrants and Officiants published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

By accepting this Schedule, Provider represents that Provider charges a fee for the officiation services Provider lists on the Passings marketplace. Providers who do not charge a fee for officiation (free or donation-only clergy and religious officiants) may not list on this Schedule.

CS-1.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

CS-1.3 SLA Response Tier

Tier 3 — Pre-need / advance planning: 24 hours. See Base Agreement §4.3.

CS-1.4 Compliance / Local Regulations

(a) No Category-Specific Licensing. Funeral celebrants and officiants are not subject to state occupational licensing in any U.S. state. Provider represents and warrants compliance with general consumer-protection and contract law applicable to Provider’s services.

(b) Religious Officiant Carve-Out. Where Provider is a religious leader who lists on this Schedule because Provider charges a fee for engagements outside the regular ministry of Provider’s religious congregation, Provider’s commercial fee for such engagements is governed by ordinary commercial-services norms (and by this Agreement). Where Provider’s compensation consists solely of voluntary donations or is governed by Provider’s religious tradition rather than by a commercial fee, Provider should not list under this Schedule. Nothing in this Agreement is intended to subject religious ceremonial activities performed without charge to consumer-protection or fee-splitting rules that would burden the free exercise of religion.

(c) Tradition Accuracy. Provider represents and warrants that any religious or cultural tradition Provider claims experience with or ordination in is accurately represented in Provider’s profile. Provider may not represent capacity to officiate within a specific religious tradition unless Provider holds the relevant ordination, training, or community recognition.

CS-1.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

Schedule EV-1 — Florists

Applies to: Local florists offering memorial floral arrangements for funerals, memorial services, sympathy displays, and grief-support arrangements. Includes florists who serve funeral homes, residences, and memorial venues with same-day, scheduled, and expedited delivery.

EV-1.1 Revenue Model

Per-lead billing at the rate for Florists published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

EV-1.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

EV-1.3 SLA Response Tier

Tier 2 — Near-need / time-sensitive: 12 hours. See Base Agreement §4.3.

EV-1.4 Compliance / Local Regulations

(a) No Category-Specific Licensing; Louisiana Permit. Retail floristry is not subject to state occupational licensing in any U.S. state. Louisiana — formerly the only state to license retail florists — repealed its florist examination and licensing requirements effective June 11, 2024 (2024 La. Acts No. 643), replacing them with a no-examination floral dealer permit issued by the Louisiana Department of Agriculture and Forestry (La. R.S. 3:3808). Where Provider sells cut flowers or ornamental plants in pots in Louisiana, Provider represents and warrants that Provider holds a current floral dealer permit (or cut flower dealer permit, as applicable) for each outlet. Provider further represents and warrants compliance with general consumer-protection and contract law applicable to Provider’s services.

(b) Substitution Policy Disclosure (Required). Provider represents and warrants that Provider has documented a substitution policy describing what Provider does when requested floral elements (specific flowers, container, color palette, scale) are unavailable. Provider’s substitution policy is presented to Consumers prior to or at the time of order. Provider may not substitute materially different arrangements without Consumer authorization where such substitution would materially alter the appearance, scale, or character of the arrangement as represented to the Consumer. Failure to maintain a substitution policy is a material breach of this Agreement.

(c) Delivery Timeline Accuracy. Provider represents and warrants that Provider will accurately represent (i) Provider’s same-day delivery capacity, (ii) Provider’s geographic delivery range, (iii) Provider’s cutoff times for same-day delivery, and (iv) any service charges, delivery fees, or surcharges, prior to accepting an order from a Consumer.

(d) Funeral Home Coordination. Provider represents and warrants that Provider will coordinate delivery directly with the funeral home, residence, or memorial venue identified by the Consumer, and will respect any restrictions imposed by that location regarding delivery timing, allergens, or arrangement specifications.

(e) Faith-Tradition Sensitivity. Where Provider represents experience designing arrangements for specific religious or cultural traditions (e.g., Hindu marigold arrangements, Jewish memorial flowers, Catholic funeral wreaths, Muslim funeral norms), Provider represents and warrants the accuracy of such experience claims and Provider’s awareness of tradition-specific design conventions.

EV-1.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

Schedule EV-2 — Food and Reception Services

Applies to: Caterers, on-site reception hosts, repast meal providers, and culturally specific mourning meal specialists offering food and beverage services for funeral receptions, memorial gatherings, repast meals, life-celebration events, and related post-service gatherings, whether delivered to a venue, prepared on-site, or delivered to a residence.

EV-2.1 Revenue Model

Per-lead billing at the rate for Food and Reception Services published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

EV-2.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

EV-2.3 SLA Response Tier

Tier 2 — Near-need / time-sensitive: 12 hours. See Base Agreement §4.3.

EV-2.4 Compliance / Local Regulations

(a) Food Handling Licensure. Provider represents and warrants compliance with all applicable federal, state, and local food handling, food safety, and food service licensing requirements, including any required state food establishment licenses, local health department permits, food handler certifications, and food allergen training. Food handling regulation varies materially by city, county, and state, and Provider is solely responsible for ensuring compliance in every jurisdiction where Provider operates and is listed.

(b) Allergen Disclosure (FALCPA). Provider represents and warrants accurate disclosure to the Consumer of major food allergens (as defined under the federal Food Allergen Labeling and Consumer Protection Act and applicable state law) in all menu items prior to service, and reasonable accommodation of documented dietary restrictions to the extent reasonably possible.

(c) Religious and Cultural Dietary Observances. Provider acknowledges that funeral and memorial gatherings frequently observe religious, cultural, or family dietary practices (kosher, halal, vegetarian, vegan, mourning meal traditions, and others). Provider may not represent capacity to provide observance-specific catering Provider does not have. Where Provider represents kosher, halal, or other certification, Provider represents and warrants such certification is current and accurate.

(d) Insurance Representations. Where Provider represents in Provider’s profile or in any communication with a Consumer that Provider carries general liability insurance, food-service-specific insurance, or any other category of business insurance, Provider represents and warrants that such coverage is current and in the amounts and types represented. (General liability coverage itself is required for this category by Base Agreement §9.8.)

EV-2.5 Service Area and State Legality

Provider represents and warrants that Provider holds all licenses and permits required to operate as a caterer or on-site reception host in every jurisdiction where Provider operates and is listed. Provider must accurately represent in Provider’s profile (i) the geographic area Provider serves, (ii) any minimum guest count requirements, and (iii) any cuisine, observance, or service-style limitations. Provider must update Provider’s profile within seven (7) calendar days of any material change.

Schedule MH-1 — Grief Counselors and Mental Health Professionals

Applies to: Licensed mental health professionals providing grief counseling, bereavement therapy, and related mental health services. Includes Licensed Clinical Social Workers (LCSW), Licensed Clinical Professional Counselors (LCPC), Licensed Marriage and Family Therapists (LMFT), Licensed Professional Counselors (LPC), Doctors of Psychology (PsyD), Doctors of Philosophy in Psychology (PhD), and other licensed clinicians whose scope of practice covers grief and bereavement services.

MH-1.1 Revenue Model — Flat Subscription Only

Provider’s revenue model under this Schedule is flat subscription only. Provider pays Passings a flat monthly subscription fee at the rate published on the Pricing & Billing page in the Provider Portal. Per-lead billing is not offered for this category for the regulatory reasons described in §MH-1.4(c) and §MH-1.4(e). The per-lead fee provisions of Base Agreement §3.3 do not apply, but the Unlock action does: Provider reviews Preview Data and accepts (Unlocks) each lead at no charge, after which full family contact information is delivered for outreach. Featured Placement (Schedule FT) and every other separately purchased visibility product are not offered under this Schedule (§FT.1a(c)); the flat subscription is the only amount Provider pays Passings, and search presentation under this Schedule is fee-neutral for every Provider.

MH-1.2 Complimentary Leads — Not Applicable

The complimentary lead allowance in Base Agreement §3.2 does not apply to Schedule MH-1 Providers because no per-lead fee applies. Provider’s subscription entitles Provider to receive all qualified leads in Provider's service area that fall within Provider's listed categories.

MH-1.3 SLA Response Tier

Tier 3 — Pre-need / advance planning: 24 hours. See Base Agreement §4.3.

MH-1.4 Compliance / Local Regulations

(a) State Mental Health Licensing. Provider represents and warrants that Provider holds all professional mental health licenses required to practice in every state where Provider serves clients (whether in-person, by telehealth, or by hybrid means), and will maintain such licenses in good standing for the duration of this Agreement. Provider acknowledges that licensure requirements vary by state and by license type, and that Provider is solely responsible for ensuring Provider’s licensure status in every state of practice.

(b) Scope of Practice. Provider represents and warrants that the services Provider offers through the Passings platform are within Provider’s licensed scope of practice as defined by Provider’s licensing state’s mental health licensing board. Where Provider’s license type imposes scope-of-practice limitations (illustrative: an LPC may not perform a service reserved to a psychologist; an LCSW may not perform a service reserved to a psychiatrist), Provider must respect those limitations in Provider’s offered services and Consumer engagements.

(c) State Mental Health Advertising and Solicitation Rules. Provider represents and warrants compliance with the advertising, solicitation, and fee-disclosure rules of every state mental health licensing board with jurisdiction over Provider’s practice. Provider acknowledges that state mental health boards generally prohibit or restrict per-engagement fee-splitting arrangements between licensed mental health professionals and lay intermediaries; the flat-subscription-only revenue model in §MH-1.1 is structured to comply with this prohibition by providing platform visibility, not per-engagement compensation.

(d) Telehealth and Interstate Practice. Where Provider serves clients via telehealth across state lines, Provider represents and warrants compliance with each state’s telehealth licensure rules. Provider acknowledges the existence of interstate licensure compacts that may facilitate cross-border practice — the Psychology Interjurisdictional Compact (PSYPACT) for psychologists; the Counseling Compact for LPCs and LCPCs; the Social Work Compact for LCSWs and LMSWs; and the Interstate Medical Licensure Compact for relevant licensees — and represents and warrants that any compact membership Provider claims is current and that Provider practices within the scope of compact authorization.

(e) Federal Anti-Kickback Statute (Subscription-Only Posture). The flat-subscription-only billing model in §MH-1.1 is structured to maintain a defensible posture under the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) for Providers who accept Medicare or Medicaid reimbursement. No element of Provider’s subscription fee is contingent on Provider’s engagements with Passings-introduced clients. Passings does not bill, share fees, or accept other remuneration tied to Provider’s clinical engagements with clients beyond the flat subscription. Provider represents and warrants that Provider’s use of the Passings marketplace under this Schedule does not constitute a “referral” for purposes of 42 U.S.C. § 1320a-7b for any service Provider bills to Medicare or Medicaid.

(f) Confidentiality and Crisis Protocol. Provider represents and warrants compliance with HIPAA, state confidentiality and mental-health-records-protection law, and any applicable mandatory-reporting obligations. Provider further represents and warrants that Provider has documented a crisis-protocol for responding to clients presenting in acute mental-health crisis (suicide ideation, danger to self or others). Provider’s crisis-protocol attestation is captured at onboarding as a platform trust-and-safety requirement; the existence of the protocol is captured at onboarding and retained as part of Passings’ Provider verification record.

MH-1.5 Service Area and State Legality

Provider’s listing reflects (i) Provider’s primary practice state(s), (ii) any additional states Provider serves via telehealth, (iii) any interstate compact memberships claimed, and (iv) any limitations on Provider’s accepting-new-clients status. Provider must update Provider’s profile within seven (7) calendar days of any material change in licensure, compact membership, telehealth-states-served, or accepting-new-clients status.

Schedule SC-1 — Trauma and Biohazard Cleanup Services

Applies to: Licensed and certified providers of trauma scene cleanup, biohazard remediation, unattended-death cleanup, hoarding remediation, and related biological-hazard restoration services performed at the residence or place of death.

SC-1.1 Revenue Model

Per-lead billing at the rate published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

SC-1.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

SC-1.3 SLA Response Tier

Tier 1 — At-need critical: 4 hours. See Base Agreement §4.3.

SC-1.4 Compliance / Local Regulations

(a) OSHA Bloodborne Pathogens Standard. Provider represents and warrants compliance with the federal Occupational Safety and Health Administration Bloodborne Pathogens Standard (29 C.F.R. § 1910.1030), including a written Exposure Control Plan, provision of personal protective equipment to all workers, bloodborne pathogen training for all employees performing remediation, Hepatitis B vaccination offers to exposed employees, and proper disposal of regulated medical waste in accordance with applicable federal and state law.

(b) State Biohazard Remediation Licensing. Provider acknowledges that certain states impose specific licensing, registration, or training requirements on trauma scene management practitioners and biohazard remediation companies (illustrative, not exhaustive: California, Florida, Iowa, Minnesota, New York). Provider represents and warrants that Provider holds all licenses, registrations, and certifications required by applicable state law in every state where Provider operates and is listed.

(c) Medical Waste Transport and Disposal. Provider represents and warrants compliance with all applicable federal, state, and local regulations governing the transport, treatment, storage, and disposal of regulated medical waste generated in the course of remediation.

(d) Industry Certifications. Where Provider represents in Provider’s profile or in any communication with a family that Provider holds Institute of Inspection, Cleaning and Restoration Certification (IICRC) credentials, American Bio-Recovery Association (ABRA) credentials, or any other industry certification, Provider represents and warrants that such credentials are current, in good standing, and held by the individuals or entities Provider represents as holding them, and that all such credential claims are truthful, substantiated, and not misleading, consistent with the FTC’s Endorsement Guides (16 C.F.R. Part 255).

(e) Insurance Billing Representations. Where Provider represents to families that Provider bills directly to homeowners’ insurance, renters’ insurance, or other insurance carriers, Provider represents and warrants that Provider maintains the contractual relationships and operational capability to do so. Misrepresenting insurance billing capability to bereaved families is a material breach of §2.1 (Profile Accuracy) and §10.3 (Bereavement-Sensitive Conduct), and grounds for immediate termination under §13.

SC-1.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

SC-1.6 On-Site Conduct and Dignity Standards

Trauma and biohazard cleanup is performed at the residence or place of a recent death. Provider personnel will have access to the personal effects, residence, and digital and physical traces of the decedent and the bereaved family. The conduct obligations in Base Agreement §10.3 (Bereavement-Sensitive Conduct) and Acceptable Use Policy §7 (Bereavement-Sensitive On-Site Conduct) apply with heightened force to this Schedule, and Provider expressly assents to the AUP §7 obligations as a condition of listing under this Schedule SC-1.

Schedule GC-1 — Grave Care and Maintenance

Applies to: Providers offering ongoing grave care, gravesite maintenance, headstone cleaning and restoration, monument care, perpetual maintenance services, and related grounds-keeping services performed at cemetery, memorial garden, or other interment sites. Covers both at-need engagement (initial cleanup or post-service maintenance) and pre-need or recurring engagement (annual or seasonal maintenance contracts). This Schedule does not cover cemetery operations themselves (Schedule DS-3) or monument fabrication and installation (Schedule GS-1).

GC-1.1 Revenue Model

Per-lead billing at the rate for Grave Care and Maintenance Providers published on the Pricing & Billing page in the Provider Portal. Rate changes are governed by Base Agreement Section 3.6.

GC-1.2 Complimentary Leads

Three (3) complimentary qualified leads per Base Agreement Section 3.2.

GC-1.3 SLA Response Tier

Tier 3 — Pre-need / advance planning: 24 hours. See Base Agreement §4.3.

GC-1.4 Compliance / Local Regulations

(a) Cemetery Operator Rules and Access Authorization. Provider represents and warrants that, where Provider’s services are performed at a cemetery, memorial garden, or other interment site, Provider obtains all necessary access authorizations from the operator of that site and complies with the operator’s posted rules and regulations governing the use of equipment, chemicals, hours of access, contractor approval, insurance, registration, and approved restoration methods. Provider acknowledges that some operators impose contractor approval, insurance, or registration requirements as a condition of access; Provider is solely responsible for satisfying such requirements.

(b) Insurance Representations. Where Provider represents to families that Provider carries general liability or other insurance coverage for the work performed at a cemetery or other interment site, Provider represents and warrants that Provider maintains the represented coverage in good standing for the duration of any engagement. (General liability coverage itself is required for this category by Base Agreement §9.8.)

(c) Documentation Practices. Where Provider’s engagement involves recurring services (annual maintenance contracts, holiday placements, seasonal upkeep), Provider provides families with clear written documentation of the scope, frequency, and duration of services, consistent with Base Agreement §10.3 (Bereavement-Sensitive Conduct).

GC-1.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2. Most states do not impose specific licensing on grave care providers, but some municipalities, cemeteries, or contractor-licensing regimes may apply.

Schedule LE-1 — Attorneys (Practice of Law)

This Schedule LE-1 governs Provider participation in the Passings marketplace as an attorney Provider in any state activated under §LE-1.1. The fourteen practice areas covered by LE-1 are: Estate Planning, Probate Administration, Elder Law, Special Needs Planning, Trust Administration, Medicaid Planning, Guardianship and Conservatorship, Tax (Estate and Gift), Business Succession, Real Estate (Estate-Adjacent), Family Law, Wrongful Death, Immigration, and Business / Corporate.

§LE-1.1 Activation; billing model

Schedule LE-1 is activated by Passings on a state-by-state basis. In each state, LE-1 begins as excluded (no Provider may onboard under LE-1 in that state) and transitions to Subscription Basic ($49 per month per Provider entity; see Schedule SB) on activation. Per-lead fees are not used for LE-1, regardless of whether a state’s rules of professional conduct would permit per-lead arrangements.

Activation in any state requires the dependencies listed in this §LE-1.1 below to be in place. Illinois activation dependencies include: (a) execution by Passings of the ICS Certification Letter, furnished to each participating attorney (nothing is filed with or submitted to the ARDC). Other state activations require state-specific counsel opinions and their own enumerated dependencies.

§LE-1.2 Practice areas and offering toggles

Provider’s selection of one or more of the fourteen LE-1 practice areas as offerings binds Provider to the corresponding compliance subsection of this Schedule under §2.1.2. Activation of the Medicaid Planning practice area additionally requires the separately-recorded acceptance event in §LE-1.4(c).

§LE-1.3 Verification of license

Provider represents and warrants that Provider holds an active license to practice law in each state in which Provider lists on the Passings platform, and that Provider is in good standing with the relevant state bar. Provider must notify Passings within seven (7) calendar days of any change in license status, including any disciplinary action or proceeding.

§LE-1.4 Compliance representations

§LE-1.4(a) Illinois Rule of Professional Conduct 7.2(c) and Rule 1.6 (as amended effective July 1, 2025). Provider represents and warrants that Provider has reviewed the seven-condition Rule 7.2(c) framework and has received Passings’ ICS Certification Letter, and that Provider’s participation on the Passings platform is consistent with Rule 7.2(c). Provider further represents and warrants that Provider will treat all Lead Data and Preview Data received through the Passings platform as confidential under Rule 1.6, from the moment of transmission, in addition to the general Data Processing Addendum obligations (Exhibit A §A.3(d)).

§LE-1.4(b) State Bar advertising rules. Provider represents and warrants compliance with the rules of professional conduct on attorney advertising and solicitation applicable in each state in which Provider is licensed and lists on the Passings platform, including (without limitation) ARDC Rule 7.3 in Illinois and the equivalent rules in other states.

§LE-1.4(c) Federal Anti-Kickback Statute Compliance (Medicaid Planning).

This subsection applies only to Providers who have enabled the Medicaid Planning practice area under §LE-1.2.

The Federal Anti-Kickback Statute, 42 U.S.C. §1320a-7b, prohibits the knowing and willful payment or receipt of remuneration to induce or reward referrals of items or services reimbursable by a federal health-care program. The Medicaid Planning practice area of LE-1 may involve referrals or services connected to Medicaid eligibility planning and is therefore within the scope of AKS analysis.

Provider represents and warrants that: (i) Provider has reviewed the fee structure described in §3 of this Agreement and Schedule SB with Provider’s own compliance counsel and has reasonably concluded that the structure either (A) does not constitute “remuneration in exchange for referrals” of federal-program patients within the meaning of 42 U.S.C. §1320a-7b, or (B) satisfies an applicable safe harbor under 42 C.F.R. §1001.952; (ii) Provider will document such conclusion and Provider’s compliance counsel’s analysis and retain such documentation for a period of not less than seven (7) years; (iii) Provider will notify Passings in writing within thirty (30) days of any change in Provider’s compliance position regarding the AKS analysis of Passings’ fee structure; and (iv) Provider will indemnify and hold Passings harmless from any AKS-related claim arising from Provider’s referrals to federal-program patients made in connection with the Medicaid Planning practice area.

Pre-activation acceptance requirement. Notwithstanding §2.1.2’s general offering-toggle binding mechanism (the acceptance of which is recorded under §2.7), Provider may not enable the Medicaid Planning practice area under LE-1 until Provider has expressly acknowledged this §LE-1.4(c) through the Provider Portal in a separately-recorded acceptance event. Passings will record the acceptance, the acceptance timestamp, Provider’s IP address and user agent, the version of this Schedule then in effect, and the specific subsection code (“LE-1.4(c)”), and will retain the record for the duration of Provider’s account plus seven (7) years.

§LE-1.4(d) NAELA Standards (Elder Law). Where Provider enables the Elder Law practice area, Provider represents and warrants that Provider’s practice operates within the National Academy of Elder Law Attorneys (NAELA) Aspirational Standards then in effect. NAELA membership is not required; the representation goes to the substantive standards of practice.

§LE-1.4(e) Confidentiality of attorney-category Lead Data and Preview Data. Per §LE-1.4(a) and Exhibit A §A.3(d), all attorney-category Lead Data and Preview Data are subject to Rule 1.6 confidentiality from the moment of transmission.

§LE-1.4(f) No establishment of attorney-client relationship through the Platform. The Passings platform is a directory and lead-delivery service. Receipt of a lead does not establish an attorney-client relationship between Provider and the consumer. Provider is responsible for completing Provider’s own intake, conflict-of-interest review, and engagement-letter process before any attorney-client relationship is formed.

§LE-1.5 Pre-Activation Banner

Schedule LE-1 carries a pre-activation banner displayed to attorney Providers during onboarding. Activation is gated state-by-state on the dependencies listed in §LE-1.1 and tracked through per-state category-activation controls. Provider may not complete onboarding under LE-1 in a state until that state’s activation dependencies are satisfied.

Schedule HC-1 — Hospice and Palliative Care (Free Listing)

Applies to: Hospice care providers, palliative care services, and end-of-life comfort care providers serving Consumers approaching the end of life or supporting bereaved families.

FREE LISTING ONLY. NO FEES OF ANY KIND. Federal law (the Federal Anti-Kickback Statute) prohibits charging referral or placement fees for this category; Passings therefore lists these Providers at no charge, and this no-fee treatment is not subject to modification by agreement of the parties.

HC-1.1 Revenue Model — Free Listing

Providers in this category are listed on the Passings marketplace at no cost. See §HC-1.4(a) for the statutory basis.

HC-1.2 Complimentary Leads — All Leads at No Cost

The complimentary lead allowance and the payment method requirements in Base Agreement §§3.2 and 3.4 do not apply to Schedule HC-1 Providers. Providers receive leads at no cost without a payment-based limit. Unlock does not consume a complimentary credit or charge a payment method; Unlock reveals the full family contact information and starts Provider’s direct outreach obligation under Base Agreement §4.

HC-1.3 SLA Response Tier

Tier 3 — Pre-need / advance planning: 24 hours. See Base Agreement §4.3.

HC-1.4 Compliance / Local Regulations

(a) Federal Anti-Kickback Statute — Legal Basis for Free Listing. The free-listing restriction for hospice and palliative care providers exists to comply with the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), which prohibits any remuneration in connection with referrals for federally funded healthcare services. Because federal law prohibits fee-based referral arrangements for this category, this no-fee treatment cannot be waived, modified, or overridden by agreement of the parties.

(b) Medicare Hospice Certification. Where Provider operates as a Medicare-certified hospice, Provider represents and warrants Provider’s certification is current and in good standing.

(c) State Hospice Licensing. Provider represents and warrants compliance with all applicable state hospice licensing requirements in every state where Provider operates and is listed.

(d) Provider Representation. Provider represents and warrants compliance with the Federal Anti-Kickback Statute and all applicable Medicare and Medicaid regulations; listing on Passings does not constitute a violation of any applicable federal healthcare law.

HC-1.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

Schedule DN-1 — Organ and Tissue Donation Organizations (Free Listing)

Applies to: Federally designated Organ Procurement Organizations (OPOs), tissue recovery organizations, and other entities engaged in organ and tissue donation coordination.

FREE LISTING ONLY. NO FEES OF ANY KIND. Federal law (the National Organ Transplant Act) prohibits charging referral or placement fees for this category; Passings therefore lists these Providers at no charge, and this no-fee treatment is not subject to modification by agreement of the parties.

DN-1.1 Revenue Model — Free Listing

Providers in this category are listed on the Passings marketplace at no cost. See §DN-1.4(a) for the statutory basis.

DN-1.2 Complimentary Leads — All Leads at No Cost

The complimentary lead allowance and the payment method requirements in Base Agreement §§3.2 and 3.4 do not apply to Schedule DN-1 Providers. Unlock does not consume a complimentary credit or charge a payment method.

DN-1.3 SLA Response Tier

Tier 3 — Pre-need / advance planning: 24 hours. See Base Agreement §4.3.

DN-1.4 Compliance / Local Regulations

(a) National Organ Transplant Act — Legal Basis for Free Listing. The free-listing restriction for organ and tissue donation organizations exists to comply with the National Organ Transplant Act (42 U.S.C. § 274e), which prohibits the giving or receiving of valuable consideration for human organs for use in transplantation. Because federal law prohibits fee-based referral arrangements for this category, this no-fee treatment cannot be waived, modified, or overridden by agreement of the parties.

(b) OPO Federal Designation. Where Provider is a federally designated Organ Procurement Organization, Provider represents and warrants Provider’s designation is current and in good standing.

(c) Provider Representation. Provider represents and warrants compliance with the National Organ Transplant Act and all applicable federal and state organ procurement regulations; listing on Passings does not constitute a violation of any applicable federal healthcare law.

DN-1.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

Schedule DN-2 — Whole Body Donation Programs (Free Listing)

Applies to: Whole body donation programs operated by medical schools, research institutions, equivalent nonprofit organizations, and state anatomy boards.

FREE LISTING — Permanent. Whole body donation programs are listed on the Passings platform at no cost, permanently. Commercial referral fees for human bodies are prohibited under the Uniform Anatomical Gift Act (adopted in all 50 states) and, where the underlying tissue or organ recovery is involved, the National Organ Transplant Act (42 U.S.C. § 274e), as applicable. Consistent with those prohibitions and with Passings' policy for this category, the listing is provided at no charge and the no-fee treatment is not subject to modification by agreement of the parties.

DN-2.1 Revenue Model — Free Listing

Providers in this category are listed on the Passings marketplace at no cost.

DN-2.2 Complimentary Leads — All Leads at No Cost

The complimentary lead allowance and the payment method requirements in Base Agreement §§3.2 and 3.4 do not apply.

DN-2.3 SLA Response Tier

Tier 3 — Pre-need / advance planning: 24 hours. See Base Agreement §4.3.

DN-2.4 Compliance / Local Regulations

(a) Federal-Law Free Listing. Commercial referral fees for human bodies are prohibited by the Uniform Anatomical Gift Act (adopted in all 50 states), and where the underlying tissue or organ recovery is involved, by the National Organ Transplant Act (42 U.S.C. § 274e). The free-listing posture is permanent and not subject to revision.

(b) Uniform Anatomical Gift Act. Provider represents and warrants compliance with the Uniform Anatomical Gift Act (UAGA) as adopted in each state of operation, and any applicable state anatomical-gift legislation.

(c) NOTA Compliance. Provider acknowledges that the National Organ Transplant Act prohibits valuable consideration for organ procurement and that any tissue or organ recovery undertaken in connection with body donation programs must comply with NOTA where applicable.

DN-2.5 Service Area and State Legality

Licensure, service-area accuracy, and the seven-day update duty are governed by Base Agreement §2.1, §9.1 and §10.2.

Schedule SL-1 — Senior Living and Care Communities

Applies to: Residential senior-living and care communities offering one or more of the following care levels: (a) independent and senior living; (b) assisted living (including shared housing establishments); and (c) memory care. A single community accepting this Schedule accepts the care-level subsections in §SL-1.4 corresponding to the offerings it lists, under the offering-triggered acceptance mechanism in Base Agreement §2.1.2.

Does not apply to: skilled nursing and rehabilitation. Skilled nursing is not a care level Provider may list under this Schedule, and Passings receives no compensation of any kind in connection with skilled nursing. A Provider that also operates skilled nursing may list the care levels named above; it simply may not list skilled nursing. Continuing-care retirement communities and life-plan communities may list the care levels named above and are carried at no charge under §SL-1.1(b)(ii).

This Schedule is activated state by state. Passings activates it in a given state only once the conditions in §SL-1.6 are satisfied for that state, and no Provider may onboard under this Schedule in a state before that activation.

SL-1.1 Revenue Model

(a) Revenue model. For each care level listed under this Schedule, Provider's revenue model is flat per-lead (Base Agreement §3.3) or, at Provider's election where offered, the Lead-Inclusive Subscription (Schedule LS). Fees are flat, uniform within the care level and state, set in advance, and not contingent on move-in, occupancy, or the value of any residency agreement. The fee applicable to an introduction is determined by the care level the family inquired about, not by the other care levels Provider offers. Passings may offer move-in-contingent or percentage-of-contract compensation only under a separately executed enterprise addendum, and only where that addendum has been cleared in writing under §SL-1.6.

(a)(i) Federally-funded residents excluded from any fee. No fee is charged under this §SL-1.1(a), and no move-in-contingent or percentage-of-contract compensation is payable under any addendum contemplated by it, in respect of any family or prospective resident whom Passings or Provider knows to rely, in whole or in part, on Medicare, Medicaid, or any other federal or state health care program for payment of the charges of the care level inquired about. Provider must notify Passings within seven (7) calendar days of learning that a consumer for whom a fee was charged so relied at the time of the introduction, and Passings will refund that fee. This subsection operates at the level of the individual resident and applies in addition to the care-level and campus exclusions in §SL-1.1(b).

(b) Care levels and campuses carried at no charge. No fee of any kind is charged, and no compensation under any addendum contemplated by §SL-1.1(a) is payable, in respect of an introduction concerning:

(i) any care level for which Provider has declared under §SL-1.4(b) that it accepts, or is certified to accept, payment from Medicare, Medicaid, or any other federal health care program — which includes, in Illinois, the Medicaid supportive-living program (305 ILCS 5/5-5.01a); or

(ii) any community that forms part of a continuing-care retirement community or life-plan community, irrespective of the payment structure or contract type under which residency at that community is offered.

Listings carried at no charge under this subsection are presented, ordered, and ranked identically to listings for which a fee is payable. Whether a fee is payable affects billing only, and never a Provider's visibility, ordering, or presentation to families.

(c) No paid placement. Featured Placement (Schedule FT) and every other form of paid or fee-weighted ranking are not offered under this Schedule. Search presentation under this Schedule is payor-blind and fee-neutral for every Provider.

SL-1.2 Complimentary Leads

The complimentary lead allowance in Base Agreement §3.2 applies to Providers billed per-lead under §SL-1.1(a). It does not apply to Providers billed by subscription, whose subscription entitles Provider to receive all qualified leads in Provider's service area that fall within Provider's listed categories and care levels.

SL-1.3 SLA Response Tier

Tier 3 — Pre-need / advance planning: 24 hours. See Base Agreement §4.3.

SL-1.4 Care-Level Offerings and Acceptance

(a) Care-Level Offerings. Provider's onboarding lists the care levels Provider offers. Each listed care level binds Provider to the corresponding representations in §SL-1.5, and Provider's acceptance of each care-level subsection is recorded in the acceptance-record system as an offering-triggered acceptance under Base Agreement §2.1.2. Provider must not list a care level it is not licensed or authorized to operate, and must update its listed care levels within seven (7) calendar days of any change.

(b) Federal-Payor Declaration and Re-Attestation. At onboarding, Provider must declare, for each care level Provider lists, whether that care level accepts, or is certified to accept, payment from Medicare, Medicaid, or any other federal health care program for resident care; and whether the community forms part of a continuing-care retirement community or life-plan community. That declaration determines which of Provider's care levels are carried at no charge under §SL-1.1(b). It does not affect Provider's visibility, ordering, or presentation to families. Provider must re-attest to the declaration at each annual renewal, and must notify Passings within seven (7) calendar days of beginning to accept federal-health-care-program payment for any care level, or of obtaining federal-health-care-program certification for any bed. On such notice, or on Passings' own discovery, Passings will apply §SL-1.1(b) to the affected care level prospectively. Failure to give a required notification is a material breach of this Agreement; Passings may suspend Provider's listing and will refund per-lead fees charged to Provider for leads delivered after the date on which the declaration ceased to be accurate. Declarations, re-attestations, and notifications are recorded in the acceptance-record system under Base Agreement §2.7.

SL-1.5 Compliance / Local Regulations

(a) State Licensure by Care Level. Provider represents and warrants that, for every care level Provider lists and in every state where Provider operates and is listed, Provider holds and maintains in good standing all required licenses, certifications, and approvals. Illustrative for Illinois: assisted living and shared housing establishments are licensed under the Assisted Living and Shared Housing Act (210 ILCS 9) and 77 Ill. Adm. Code 295; skilled nursing facilities under the Nursing Home Care Act (210 ILCS 45); life-care and continuing-care retirement facilities under the Life Care Facilities Act (210 ILCS 40); and facilities holding themselves out as providing Alzheimer's or dementia special care are subject to the Alzheimer's Special Care Disclosure Act (210 ILCS 4).

(b) Listing-Label Gates. Provider must not use the label "assisted living" in its listing unless Provider holds a verified assisted-living establishment license (in Illinois, 77 Ill. Adm. Code 295.400(c)), and must not use a "memory care" or "Alzheimer's special care" label unless the required special-care disclosure (in Illinois, 77 Ill. Adm. Code 295.1100) is on file with the applicable regulator and available to Passings on request. Passings may verify these labels as Verification-Badge facts and may remove a non-conforming label without notice.

(c) Advertising Directory; Resident Free Choice. The Passings marketplace is an advertising directory. Families initiate every search and select communities on their own initiative. Passings does not match, recommend, or place any family with any community, does not represent any Provider as more suitable than another, and operates no algorithm that scores or ranks Providers by suitability for a family or for a family's stated needs. Organic results are ordered by proximity to the family's search location where a location is supplied, and alphabetically otherwise; where a family selects a different ordering from the options offered, results follow the family's selection. No ordering Passings applies is derived from any fee any Provider pays, and implementation of the ordering described in this subsection is a condition of this Schedule's activation under §SL-1.6(iv). Featured Placement is not offered under this Schedule to any Provider (§SL-1.1(c)), and no fee any Provider pays affects the ordering of results within this Schedule's care levels. Passings discloses to families that participating Providers pay Passings for participation, as described in §SL-1.5(f). This posture is consistent with resident free-choice guarantees in facility regulation (illustrative: 77 Ill. Adm. Code 295.2030(a)(15), 295.6000).

(d) Federal Anti-Kickback Statute. Passings receives no compensation in connection with any care level or community that accepts payment from a federal health care program: skilled nursing is not listable under this Schedule, and the care levels and campuses described in §SL-1.1(b) are carried at no charge. Together with the absence of any fee-weighted ranking (§SL-1.1(c)) and the per-resident exclusion at §SL-1.1(a)(i), the structure of this Schedule is designed so that no remuneration is received in connection with a referral of, or arranging for or recommending, any item or service payable by a federal health care program under the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b). Provider represents and warrants that Provider's participation under this Schedule does not constitute prohibited remuneration for such a referral.

(e) State Kickback and Insurance-Fraud Analogs. Provider represents and warrants compliance with state kickback and fraud statutes applicable to Provider's payor mix, including in Illinois the Medicaid kickback provisions of the Illinois Public Aid Code (305 ILCS 5/8A-3) and the Insurance Claims Fraud Prevention Act (740 ILCS 92).

(f) Compensated-Referral Disclosure. Passings discloses to families, on the Provider's listing detail, that participating Providers pay Passings for participation, the general form that compensation takes — a flat fee per introduction, a flat subscription, or both, depending on the Provider's category and care levels — that payment for participation does not affect the order in which organic results are presented, and that the communities shown may not include every community in the family's area. Featured Placement is identified separately as paid positioning wherever it appears. Passings maintains this disclosure in every state in which this Schedule is active, regardless of whether that state requires it, and supplements it — including as to placement on additional surfaces, the amount or a good-faith estimate of the fee, the capture of a consumer acknowledgment, a link to the applicable state licensing lookup, a mechanism for the family to decline further contact, and notice to a Provider of an introduction or of a family's withdrawal — wherever the state imposes a requirement beyond it. Implementation of the disclosure described in this subsection is a condition of this Schedule's activation under §SL-1.6(v), and satisfying any state-specific requirements beyond it is a condition of activation under §SL-1.6(ii).

(g) Federal Program Exclusion. Provider represents and warrants that neither Provider, nor any of its officers, directors, or managing employees, nor any individual or entity with a direct or indirect ownership interest of five percent or more in Provider, is currently excluded, debarred, or otherwise ineligible to participate in any federal health care program, and that no such person is the subject of a pending exclusion proceeding. Provider must notify Passings within seven (7) calendar days if this representation ceases to be accurate. Passings may suspend or terminate Provider's listing immediately upon exclusion.

SL-1.6 Activation Gate

No Provider may onboard under this Schedule, and no care level under it may be activated in any state, until: (i) counsel has confirmed the private-pay determination for that state — the Provider Regulatory Matrix §5.3 sets out that determination for Illinois, and for every other state the determination must be made and confirmed before activation; (ii) Passings holds every license and registration, and satisfies every disclosure, consumer-acknowledgment, recordkeeping, personnel-screening and insurance requirement, that the state imposes on a business receiving a fee from a care or housing provider in connection with a consumer introduction; (iii) the platform enforces the declaration required by §SL-1.4(b), including a billing control that carries at no charge every care level and campus described in §SL-1.1(b), a control giving effect to the per-resident exclusion at §SL-1.1(a)(i), and a control preventing skilled nursing from being listed under this Schedule; (iv) organic result ordering operates as described in §SL-1.5(c); (v) the compensated-referral disclosure described in §SL-1.5(f) is live on Provider listing detail in that state; and (vi) Passings has recorded the category activation for that state. The category's clearance flag is held closed until these conditions are met.

SL-1.7 Service Area and State Legality

Provider must accurately represent its communities, care levels, and states of operation during onboarding, and must update its profile within seven (7) calendar days of any material change in licensure, certification, care-level offerings, or service area. At activation this Schedule is expected to be Illinois-scoped; additional states activate only after the state-specific review described in §SL-1.6.

Exhibit A — Data Processing Addendum

This Data Processing Addendum (“DPA”) is incorporated into the Provider Agreement between Passings LLC (“Passings”) and Provider. The DPA governs Provider’s handling of Lead Data received through the Passings platform.

A.1 Definitions

For purposes of this DPA, the following terms have the meanings set forth below:

“Consumer” means a family member or other individual using the Passings platform to submit a quote request or otherwise transmit personal information to Passings for purposes of identifying a suitable Provider.

“Preview Data” means the limited information about a Consumer that Passings transmits to Provider at the time the lead is first delivered and before Provider exercises the Unlock option, consisting of: the requesting planner’s first name with last initial; where the plan concerns a Plan Principal other than the requesting planner, that Plan Principal’s first name with last initial (labeled as such); the first three digits of the Consumer’s ZIP code; the service category and timing of the need; the first one hundred (100) characters of the Consumer’s free-text request; and the Consumer’s answers to the category-specific request questions.

“Lead Data” means the personal information of a Consumer that Passings transmits to Provider upon Provider’s Unlock of the lead, consisting of: full name, email address, telephone number, full ZIP code, plan context (service category, timing, urgency tier), and any information the Consumer includes in the free-text portion of the quote request. Lead Data does not include Preview Data received prior to Unlock. The two are distinguished so that the commercial consequences of Unlock — what Passings transmits, what Provider is billed for, and when — attach at the right moment; the distinction does not create a period in which a Consumer’s information is unprotected.

Accordingly, and consistent with §7 of the Base Agreement, §A.3 (permitted use and cross-jurisdictional obligations, including the attorney-confidentiality rule at §A.3(d)), §A.4 (data security), §A.5 (breach notification) and §A.8 (sensitive data categories) apply to Preview Data from the moment it is delivered to Provider, and every reference to Lead Data in those subsections — including within the definition of “Data Breach” as it applies for purposes of §A.5 — is to be read as including Preview Data. Provider may not use Preview Data for any purpose other than deciding whether to Unlock the lead, and must delete or render inaccessible, no later than ninety (90) days after delivery, any Preview Data for a lead Provider has not Unlocked — and earlier upon notice from Passings that the underlying request has been withdrawn or deleted. The remaining subsections — §A.6 (consumer rights requests), §A.7 (data deletion and return) and §A.9 (audit) — attach to Lead Data upon Unlock, because each presupposes a record Provider has taken delivery of and holds.

“Applicable Consumer Privacy Law” means any federal, state, or local law, regulation, or ordinance governing the collection, use, storage, or disclosure of personal information that applies based on the Consumer’s state of residence, including but not limited to: the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA, Cal. Civ. Code §1798.100 et seq.); the Virginia Consumer Data Protection Act (VCDPA, Va. Code §59.1-575 et seq.); the Colorado Privacy Act (CPA, C.R.S. §6-1-1301 et seq.); the Connecticut Data Privacy Act (CTDPA, Conn. Gen. Stat. §42-515 et seq.); the Texas Data Privacy and Security Act (TDPSA, Tex. Bus. & Com. Code §541.001 et seq.); and any other comprehensive state privacy law enacted or amended after the effective date of this DPA.

“Passings Privacy Standard” means the privacy protections described in the Passings Privacy Policy at passings.io/privacy, which is built to the California (CCPA/CPRA) standard and applied universally to all Consumers regardless of state of residence.

“Data Breach” means any actual or reasonably suspected unauthorized access to, disclosure of, alteration of, or loss of Lead Data in Provider’s possession or control.

A.2 Scope and Roles

Passings acts as a data controller with respect to Lead Data transmitted to Provider. Provider acts as an independent data controller upon receipt of Lead Data, not as a processor or sub-processor of Passings, and holds Preview Data on the same independent-controller basis — limited, for Preview Data, to the single permitted purpose stated in §A.1. Each party independently determines the purposes and means of processing Lead Data within its own systems. This DPA governs the transfer of Lead Data and Preview Data from Passings to Provider and the obligations Provider assumes upon receipt. Passings is not a covered entity under the Health Insurance Portability and Accountability Act (HIPAA); the lead flow is a consumer inquiry, not a health-care transaction; and Provider does not act as a HIPAA Business Associate of Passings with respect to Lead Data or Preview Data.

A.3 Cross-Jurisdictional Privacy Obligations

(a) Provider acknowledges that Consumers using Passings may reside in any United States state, and that the Consumer’s state of residence — not the Provider’s state of operation — determines which privacy laws protect that Consumer’s personal information.

(b) Provider agrees to handle all Lead Data in compliance with the Applicable Consumer Privacy Law of the Consumer’s state of residence, regardless of where Provider operates or is licensed. The Consumer’s full ZIP code, transmitted as part of Lead Data upon Provider’s Unlock, is Provider’s primary means of determining the Consumer’s state of residence. In the rare case that a full ZIP code does not uniquely identify a single state (for example, a ZIP code that spans a state border), Provider shall contact the Consumer to confirm state of residence or apply the Passings Privacy Standard, whichever is more protective of the Consumer. For Preview Data — which carries only the first three ZIP digits and no contact route — Provider is not expected to determine the state of residence: Provider shall simply apply the Passings Privacy Standard to all Preview Data, and the state-specific analysis attaches on Unlock.

(c) At a minimum, regardless of the Consumer’s state of residence, Provider shall comply with the Passings Privacy Standard when handling Lead Data. The Passings Privacy Standard serves as the floor; where a Consumer’s state law imposes stricter requirements, those stricter requirements control.

(d) Special Rules for Attorney-Category Providers. Where Provider is listed in the Attorneys category (Schedule LE-1, subject to per-state activation as set forth in that Schedule’s pre-activation banner), Provider acknowledges that communications from Consumers transmitted through Passings are subject to the confidentiality obligations of Illinois Rule of Professional Conduct 1.6, as amended effective July 1, 2025, and the equivalent rules of any other state in which Provider is licensed. Provider shall apply attorney-client confidentiality standards to all Lead Data received in the Attorney category from the moment of transmission, and shall apply the same standards to Preview Data to the extent Preview Data includes any communication from a Consumer. Transmission of a Consumer’s communication through Passings as an Intermediary Connecting Service does not waive, and shall not be construed as waiving, the confidentiality of that communication under Rule 1.6. This obligation applies in addition to, and not in lieu of, the general DPA obligations in this Exhibit A, and stricter state rules control over this DPA where they conflict.

§A.3A Permitted Use and Retention of Lead Data.

(a) Provider shall use Lead Data solely for the purpose of responding to the specific quote request or inquiry that generated the lead. This is the sole permitted purpose under this DPA.

(b) Provider shall not: (i) add Lead Data to marketing lists, email campaigns, or any outreach program beyond the scope of the original inquiry; (ii) sell, share, rent, license, or otherwise disclose Lead Data to any third party; (iii) use Lead Data for profiling, scoring, or automated decision-making unrelated to the original inquiry; (iv) retain Lead Data beyond the latest of: (A) the period reasonably necessary to complete the service the Consumer has engaged Provider to perform, which in the case of pre-need planning may extend for the duration of the pre-need arrangement; (B) any period required by applicable law (including state recordkeeping requirements for funeral service providers, pre-need trust laws — in Illinois, the Funeral or Burial Funds Act (225 ILCS 45) and the Pre-Need Cemetery Sales Act (815 ILCS 390) — and tax retention requirements, which may range from 3 to 50+ years); or (C) ninety (90) days from the date of receipt if no service engagement has commenced — provided that, for purposes of this subsection, a “service engagement” commences upon the first substantive response from Provider to the Consumer addressing the service requested, or upon the Consumer’s execution of any service contract, whichever occurs first; and further provided that Lead Data retained under (A) or (B) must be used solely for the purposes of (1) performing the engaged service, (2) complying with applicable law, or (3) responding to the Consumer’s inquiries regarding the engagement, and for no other purpose, including marketing or solicitation unrelated to the engagement; or (v) combine Lead Data with personal information obtained from other sources for marketing purposes.

A.4 Data Security

(a) Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Lead Data against unauthorized access, disclosure, alteration, or destruction. These safeguards shall be no less protective than the safeguards Provider applies to its own confidential business information.

(b) Provider shall limit access to Lead Data to personnel who have a bona fide need to know for the purpose of responding to the Consumer’s inquiry and shall ensure that such personnel are bound by written confidentiality obligations.

A.5 Breach Notification

(a) In the event of any Data Breach, Provider shall notify Passings at [email protected] within seventy-two (72) hours of becoming aware of the Data Breach, with the subject line “DATA BREACH — URGENT.”

(b) The notification shall include: (i) the nature of the Data Breach, including the categories and approximate number of Consumer records affected; (ii) the date and time the Data Breach was discovered and, if known, the date and time the Data Breach occurred; (iii) the likely consequences of the Data Breach; (iv) the measures taken or proposed to address the Data Breach and mitigate its effects; and (v) a contact person at Provider for further information.

(c) Provider shall cooperate in good faith with Passings in investigating and remediating the Data Breach, including providing information necessary for Passings to comply with its own breach notification obligations under Applicable Consumer Privacy Law.

A.6 Consumer Rights Requests

(a) If Passings receives a verifiable consumer rights request from a Consumer (for example, a request to delete, a request to know, or an opt-out of sale or sharing) and that request encompasses Lead Data previously transmitted to Provider, Passings will notify Provider of the request within ten (10) business days of receipt.

(b) Upon receiving such notification, Provider shall comply with the Consumer’s request to the extent required by Applicable Consumer Privacy Law, within the timeframes specified by that law (for example, forty-five (45) days under CCPA).

(c) Provider shall confirm completion of the request to Passings at [email protected] within five (5) business days of fulfillment.

A.7 Data Deletion and Return

(a) Upon termination of the Provider Agreement, Provider shall delete or anonymize all Lead Data received through Passings within thirty (30) days, except to the extent that retention is required by applicable law or regulation, is needed for the resolution of an active dispute, or is reasonably necessary to complete services already engaged as permitted by §13.4 (in which case deletion or anonymization occurs within thirty (30) days after the engagement completes).

(b) Provider shall certify deletion in writing to Passings at [email protected] within ten (10) business days of completing the deletion. If retention is required by applicable law, Provider shall identify the specific legal requirement and the scope of data retained.

A.8 Sensitive Data Categories

Provider acknowledges that Lead Data may include categories of personal information classified as “sensitive” under certain state privacy laws, including without limitation: (a) religious or spiritual beliefs, where the Consumer includes them in the free-text portion of the quote request or in a category-specific form field; (b) health-related information (hospice or medical context in the inquiry); and (c) financial information (budget preferences, estate complexity indicators). Each of these reaches Provider only through what the Consumer chooses to write; Passings does not transmit a Consumer’s stored faith-tradition selection, or any other structured sensitive field from the Consumer’s plan, to Provider. Provider shall apply heightened protections to sensitive categories of Lead Data as required by Applicable Consumer Privacy Law, including obtaining any additional consent required before processing sensitive data for any purpose beyond responding to the Consumer’s inquiry. For Preview Data the consent limb cannot arise: the sole permitted processing of Preview Data is the Unlock decision (§A.1), no secondary purpose is permitted with or without consent, and the heightened-protection duty applies to any sensitive category visible in the preview free text.

A.9 Audit and Compliance Verification

(a) Provider shall, upon reasonable written request by Passings (not more than once per calendar year unless a Data Breach has occurred), provide a written certification that Provider is in compliance with this DPA.

(b) Failure to provide such certification within thirty (30) days of request, or a finding of material non-compliance, constitutes grounds for suspension or termination under Section 5 of the Base Agreement.

A.10 Survival

The obligations in this DPA survive termination of the Provider Agreement with respect to any Lead Data or Preview Data that Provider retains after termination (whether for legal compliance or otherwise). Provider’s data security, breach notification, and Consumer rights obligations continue for as long as Provider holds any Lead Data or Preview Data received through Passings.