Provider Agreement

How this agreement works

This provider agreement is between Passings LLC (“Passings,” “we,” or “us”) and the business that lists on the Passings provider directory (“you”).

Listing your business on Passings is free. To list, you agree to this agreement, including the representations, warranties, and obligations in section 4. Paid Products are optional.

This agreement includes Exhibit A (Data Processing Addendum), Exhibit B (Category Rules and Category Supplements), Exhibit C (Continuo), and each Category Supplement that applies to you. We show you each Category Supplement that applies to you before you accept it. A Category Supplement adds to this agreement and controls only on the category-specific point it states.

Your Passings user account is also subject to the Terms of Service. For your activity as a Provider, including any Dispute arising from it, this agreement controls over the Terms of Service.

Defined terms

“Acceptable Use Policy” means the acceptable use policy we publish on the Platform.

“Allowance” means the number of Sponsored Plans that a Continuo band allows in a rolling period, as we publish it.

“Category Supplement” means a supplement in Exhibit B.2 for a category in which you list or a service you enable.

“Continuo” means the Passings Continuo subscription described in Exhibit C.

“Dispute” means any dispute arising out of or relating to this agreement or the Platform.

“Featured Placement” means the paid advertising position described in section 5(d).

“Inquiry” means a request for a quote or for contact that a User sends to your Listing through the Platform.

“Inquiry Data” and “Preview Data” have the meanings given in Exhibit A.1.

“Invitation Data” has the meaning given in Exhibit C.5.

“Listing” means your business’s entry on the Platform for a category and location.

“Memorial Content” means obituary or memorial content you create or publish through the Platform, including any part written with an AI tool.

“Paid Product” means any optional paid product we offer to Providers, including Portfolio, Continuo, and Featured Placement.

“Plan” has the meaning given in the Terms of Service.

“Platform” means the Passings directory and marketplace, the Provider Portal, and the consumer pages on which Listings appear, including public pages anyone can view without an account.

“Portfolio” means the Passings Portfolio subscription described in section 5(b).

“Privacy Law” means any personal-information law that applies based on a User’s state of residence.

“Privacy Policy” means the privacy policy we publish on the Platform.

“Provider” means a business that lists on the Platform.

“Provider Content” means everything you submit, create, or publish through the Platform, including your business name, logo, images, videos, service descriptions, FAQs, license information, contact details, prices, Memorial Content, and replies to reviews.

“Provider Portal” means the signed-in area of the Platform where you manage your Listings, account, and billing.

“Provider Standards” means the standards for Providers that we publish in the Provider Portal.

“Search Results” means the Listings the Platform shows a User in response to a search or when the User browses a category, not including Featured Placements.

“Shared Plan Data” means the sections of a Plan that a User shares with your Listing under section 3(c).

“Sponsored Plan” means a Passings Pro subscription, shown with your name, that you provide to a customer through Continuo, as the Terms of Service describe.

“Terms of Service” means the Passings terms of service for user accounts that we publish on the Platform.

“Unlock” means accepting an Inquiry, after which we send you its Inquiry Data.

“User” means a person who uses the Platform under the Terms of Service, other than as a Provider.

1. The Platform

(a) We run an online directory that shows Listings to people planning for, or dealing with, a death, and we may pass on Inquiries that Users choose to send to a Provider. Users search and choose for themselves. We do not match Users with Providers, refer any Provider, act as an agent for you or for any User, or take part in any transaction between you and a User. We do not give Users legal, medical, financial, or funeral advice.

(b) We order Search Results by criteria we choose, such as distance or alphabetical order, or in an order the User chooses from options we offer. No payment to us affects that order.

(c) We do not endorse, recommend, guarantee, or warrant any Provider. We may verify certain facts about a Provider, such as its license status. A verification mark shows only that we verified the stated fact by our standards as of the date shown, and we have no obligation to monitor it afterward. A badge states only what it names and is not a statement about your quality. We do not promise any number of views, contacts, Inquiries, or customers, or any position in Search Results.

(d) You are an independent business, not our employee, agent, partner, joint venturer, or franchisee.

(e) We may change, suspend, or end any part of the Platform at any time and at our discretion, including the categories and states we serve, eligibility criteria, Paid Products, features, limits, and how Listings and results are displayed, and may do so state by state.

(f) We may show third-party advertising on the Platform, including on public pages and, if you do not hold Portfolio or Continuo, in the Provider Portal. Advertising is labeled and is not a recommendation by us. We do not give advertisers Preview Data, Inquiry Data, or Shared Plan Data.

(g) Nothing in this agreement gives you an exclusive right of any kind, including in any category, location, or Featured Placement.

2. Listing on Passings

(a) Listing on Passings and receiving Inquiries are free, and we take no commission or other payment measured by any arrangement you make with a User. No Paid Product is required to list, to appear in Search Results, or to receive, Unlock, or answer an Inquiry.

(b) To list, a business must meet the criteria we publish for its category and any Category Supplement that applies to it, and must follow the rules in section 4.

(c) Before a business joins Passings, we may create a Listing for it using publicly available information, such as state license records and business directories. We label that Listing as created by Passings from public information and not yet claimed by the business. Users cannot send it an Inquiry, and we may limit what it shows and whether search engines can find it. A business can ask us to correct or remove a Listing we created for it at passings.io/listing-removal.

(d) A business can take over a Listing we created under section 2(c) by claiming it in the Provider Portal. Only a person authorized to act for the business may claim it. We may verify the claimant’s authority, notify the business’s contact on record that the Listing was claimed, and undo a claim at our discretion.

(e) You authorize us to verify the information you provide, including by confirming your licenses with the issuing licensing authorities and comparing your information against public registers and third-party verification services, and to contact your business using the contact information on record. We have no obligation to verify any information. Any verification we perform is for our own purposes and is not a representation or warranty to you, any User, or anyone else.

(f) We keep a record each time you accept this agreement or a Category Supplement, including the version accepted, the date and time, the account used, and the IP address and browser or device information.

3. Inquiries and shared plans

(a) We decide in which categories and states Users may send Inquiries, and we show in the Provider Portal whether your Listing can receive them. Where it can, a User may send an Inquiry to your Listing, and each Inquiry goes only to the Listing the User chose. We show you the Preview Data, and if you Unlock the Inquiry, we send you the Inquiry Data. A User may send similar requests to others. We do not verify Users or what they tell us. We do not deliver Inquiries in the categories in Exhibit B.1(a) and (b).

(b) You shall use reasonable efforts to Unlock or decline each Inquiry within the response window shown in the Provider Portal. You may decline any Inquiry for any reason. When you decline, we may tell the User that you declined. We may record whether you respond in time and send reminders.

(c) If we enable your Listing to receive Shared Plan Data, a User may choose to share selected sections of the User’s Plan with you, such as funeral, burial, or service preferences, so that you can arrange or quote services. The User decides what to share and may stop sharing at any time, after which you can no longer access the shared sections through the Platform.

(d) You may pause new Inquiries, or close your Listings, in the Provider Portal.

4. Provider representations, warranties, and obligations

(a) You represent and warrant to us, when you accept this agreement and again each time you update your Listing, buy or renew a Paid Product, Unlock an Inquiry, or send a Continuo invitation, that:

(i) you accept this agreement as a business, for business purposes, and not for personal, family, or household purposes, including where your business is a sole proprietorship;

(ii) your business is validly organized or registered, and in good standing, in the state where it is organized and in each state where it offers listed services, and the person accepting this agreement for it has authority to bind it;

(iii) your business and each person who performs your listed services hold all licenses, registrations, permits, and certifications those services require in each state where you list them, and none is suspended, revoked, restricted, on probation, or the subject of a pending disciplinary proceeding that you have not disclosed to us in writing;

(iv) all information that you provide to us, whether when you register, in your Listing, in the Provider Portal, or in any other communication with us, is true, accurate, complete, and not misleading, including your business name, address, and contact information, your license and registration numbers, the services you offer, the annual case count you declare for Continuo, and any declaration a Category Supplement requires;

(v) each price on your Listing is a price at which you will perform the listed service for a typical customer, clearly states what it covers, and complies with every price-disclosure and advertising rule that applies to you, including, for a funeral provider, the FTC Funeral Rule (16 C.F.R. Part 453) and any state rule on price advertising;

(vi) neither your business nor any of its owners, officers, or managing employees is excluded from any federal health care program or is on any U.S. government sanctions or restricted-party list, or, within the past five years, has been found by a court or government agency to have violated a consumer-protection, funeral, cemetery, or professional-licensing law, except as you have disclosed to us in writing;

(vii) accepting and performing this agreement does not breach any other agreement or obligation that binds your business;

(viii) you own your Provider Content or hold every license and consent needed for the license in section 6(a), including from photographers, owners of marks, and any identifiable person it shows, and our use of it under this agreement will not infringe anyone’s rights; and

(ix) your Memorial Content is authorized by the deceased person’s next of kin or another person with legal authority to authorize it, is accurate to your knowledge, and does not defame anyone or infringe anyone’s rights, including any post-mortem right of publicity.

(b) You shall tell us in writing promptly after any representation in section 4(a) stops being true.

(c) You shall keep in good standing every license, registration, permit, and authorization your listed services require in each state where you list them, and shall comply with all applicable law and professional-conduct rules, including the rules in your Category Supplement and any state law protecting a consumer’s free choice of funeral provider. You shall update your license status in the Provider Portal promptly and tell us promptly of any disciplinary action against a license you hold. We may require you to give the license number for each listed location or licensed professional, and we may check it against public license records when you list and from time to time afterward. We may hide or suspend a Listing whose license we cannot match, or that has lapsed or been restricted, under section 7(d). Any check we make is for our own purposes under section 2(e), and we have no duty to monitor your compliance.

(d) You shall follow the Acceptable Use Policy and the Provider Standards. We may update them by posting the update.

(e) You shall keep your Listing accurate, complete, and current, including your business name, address, service area, license numbers, services, prices, and contact details, and shall update it promptly after any material change. You shall use as your Listing name your business’s legal name or a trade name you have registered, without keywords, prices, slogans, or claims such as “best,” “affordable,” or “#1.”

(f) You shall only list services within our published service list for categories that you are qualified and licensed to provide, and only where you may lawfully provide them.

(g) You shall not deceive or exploit Users; make false or misleading statements about your services, qualifications, or relationship with Passings; state or imply that Passings endorses, ranks, or recommends you; or enter any referral-fee, rebate, or pay-to-play arrangement that breaks any law or professional rule.

(h) Users are often grieving or facing a death. You shall treat every User with respect, and you shall not use high-pressure selling, urgency-based marketing aimed at newly bereaved Users, or any other tactic that exploits grief. If a User asks you, or us, to stop contacting the User, you shall stop.

(i) You shall call or text a User using Inquiry Data only where the User consented on the Platform to your calls or texts, and you shall keep your outreach within the request the User made. Every call, text, and email you send shall comply with the Telephone Consumer Protection Act (47 U.S.C. §227), the CAN-SPAM Act, and every applicable state telemarketing and messaging law, following the strictest that applies.

(j) You shall use Shared Plan Data only to arrange the services the User engaged you for, and shall handle Preview Data, Inquiry Data, and Shared Plan Data as Exhibit A requires.

(k) You shall not unlawfully discriminate against anyone on the basis of a characteristic protected by law.

(l) You shall carry all insurance the law requires for your services and, where your services are performed at a private home, the place of death, or an interment site, or involve the custody or transport of human remains, commercial general liability insurance, and shall give us a certificate on request. Where your staff enter a private home, you shall screen them first, consistent with applicable law. We do not verify your insurance or screen your staff.

(m) You shall not include in your Provider Content the name, image, or likeness of a person who has died, or any image of human remains, except in Memorial Content, or anything that breaks the Acceptable Use Policy. You shall not use a deceased person’s name or likeness from Memorial Content for your advertising beyond its commemorative purpose and your “arranged by” credit. Where you use our AI writing tools, we may show a notice that AI tools may have been used, and you shall not remove or hide it.

(n) You shall not present Passings content as your own, state a dollar value for a Sponsored Plan, say or imply that a User must use you to keep the User’s Sponsored Plan, or present anything in a Sponsored Plan as legal advice. You alone are responsible for complying with every law that applies to any charge you make for a Sponsored Plan, including the FTC Funeral Rule and any law on inducements, solicitation, or tying.

(o) Where the Platform shows reviews, ratings, or testimonials, you shall not write or post a review of your own business or of a competitor, or have your owners, staff, relatives, or anyone acting for you do so; offer or give anything of value for a review, or for changing or removing one; invite reviews only from Users you expect to be satisfied; or try to suppress a review by threat, legal demand, or a false complaint to us. You shall not include in any contract with a customer a term that restricts the customer’s ability to review you or penalizes it for doing so, which the Consumer Review Fairness Act (15 U.S.C. §45b) prohibits, and you shall comply with the FTC’s Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465).

(p) You shall not send or arrange Inquiries that are not genuine, including to a competitor’s Listing; inflate views, clicks, or other activity on any Listing; copy, scrape, or collect data from the Platform by automated means; create or claim a Listing for a business you are not authorized to act for; or try to influence the order of Search Results other than by buying Featured Placement. You may use the Passings name, logo, and badges only as the brand guidelines we publish in the Provider Portal allow.

(q) You are responsible for everyone who uses your Provider Portal account and for everything done through it. You shall give access only to owners and staff of your business who need it, keep each login credential confidential, promptly remove access for anyone who leaves your business or no longer needs it, and tell us at privacy@passings.io promptly after learning of any unauthorized access to your account. We offer two-step sign-in for every Provider Portal account. You may set up and edit your Listing without it. The Provider Portal requires it for some features, including seeing Inquiry Data and billing, and once you turn it on it applies to your whole account. If you do not turn it on, anyone who has your password can act for your business in the parts of the Provider Portal that do not require it, and you are responsible for what they do. Exhibit A.5 applies to any Inquiry Data or Shared Plan Data affected.

(r) You shall tell us in writing within 30 days after any change in your business’s legal name, ownership, or control, or any sale of your business or of a listed location. We may then re-verify your Listing and licenses and require the business that operates the listed location to accept this agreement. Your Listings, Paid Products, and Provider Portal account do not transfer to another business except under section 11(e).

5. Paid Products

(a) Paid Products are optional. We describe each Paid Product, including its features, limits, and price, in the Provider Portal at purchase. No Paid Product is priced per Inquiry, per referral, or per Plan shared with you, or based on any sale or outcome, and none is a purchase of any User’s information. We may offer, change, restrict, or withdraw any Paid Product by category, state, or type of business, including as Exhibit B.1 provides, and may decline any purchase. We may offer promotions, trials, discounts, and credits at our discretion, and an offer to another business gives you no right to it.

(b) Portfolio is a subscription that:

(i) adds features to your Provider Portal account;

(ii) removes third-party advertising from your Provider Portal; and

(iii) delivers no Inquiry or referral, does not affect the order of any Listing, and is not presented to Users as an endorsement or verification.

(c) Continuo is a subscription that lets an eligible Provider pay for Sponsored Plans for customers it has already served. Exhibit C describes Continuo and governs your use of it.

(d) Featured Placement is a paid advertising position that:

(i) features one Listing in the ZIP code of its business address and in its category;

(ii) is available only within the capacity we set for each ZIP code and category;

(iii) is labeled as paid advertising and shown apart from the Search Results, which it never reorders; and

(iv) is never described as recommended, top, or best, and is not recommended to Users by our staff or AI tools.

(e) We may designate businesses of our choosing as Founding Providers, in the numbers, places, and period we set, and may adjust or close the program at any time. Founding Provider status is confirmed only when we verify your profile and designate you. A Founding Provider may receive a badge and any trial or onboarding help we offer. Where we offer a founding place to a funeral home, cremation provider, or cemetery, it may receive one free trial of Continuo for the period we state when we offer it, which is 90 days at the date of this agreement. The trial starts when we designate you, at the plan size we set, and needs no payment method to start. Continuo continues after the trial only if you add a payment method before the trial ends; otherwise Continuo ends when the trial ends. Founding Provider status gives no discount, locked price, placement, or promised result, and is personal to the business designated.

(f) Paid Products are billed in advance through our payment processor to your payment method on file and renew automatically at the end of each term until you cancel. Before each purchase, we show you the price, billing period, renewal terms, and how to cancel, and record your agreement. A trial for which you have added a payment method converts to a paid subscription at the price shown at checkout unless you cancel before it ends. We send any reminder the law requires.

(g) You may cancel a Paid Product at any time in the Provider Portal. Cancellation takes effect at the end of the paid term, and you keep the product until then.

(h) We may change the price, features, or limits of a Paid Product, including a Continuo band or Allowance. A price increase applies from your next renewal after we notify you.

(i) If a payment fails, we may pause the product until payment succeeds, and if it remains unpaid, the product ends.

(j) Fees are not refundable, except that we refund the unused prepaid amount of a Paid Product pro rata if we end that Paid Product, remove your Listing, or end this agreement, in each case for a reason other than your breach or non-payment, or if you end this agreement under section 11(b). No refund, credit, or pause is given because of the number of Inquiries, views, or Users you receive.

(k) Prices exclude taxes, which you are responsible for and which we may add where we must collect them.

6. Content and intellectual property

(a) You keep ownership of your Provider Content. You give us a worldwide, non-exclusive, royalty-free license to host, copy, adapt, format, display, and distribute Provider Content to operate, improve, and promote the Platform, including on public pages that search engines may index and as structured data, and to sublicense those rights to our service providers and to search and caching services for that purpose.

(b) We decide how and where Provider Content appears. We shall not sell or license Provider Content as a list or dataset. We may name you as a Provider in our marketing unless you opt out by emailing privacy@passings.io.

(c) The license in section 6(a) ends for an item when you remove it, and for all Provider Content when this agreement ends. We may still show business facts from publicly available information, as section 2(c) allows. We may keep copies of Provider Content that the law requires or the Privacy Policy allows us to keep, but we shall not display them. We need not recall materials already distributed or purge backups, and we are not responsible for copies that others made.

(d) The Platform and all software, content, and marks in it, other than your Provider Content, are owned by Passings Holding LLC and licensed to Passings LLC. Nothing in this agreement transfers any right in them to you.

(e) We may collect and use data about the use of the Platform, including how Listings are viewed and used, to operate and improve the Platform, and may use that data in de-identified or aggregated form for any purpose. Any figures we show you about your Listing, such as views, Inquiries, or Sponsored Plan activity, are estimates provided for your information only, are not guaranteed to be accurate or complete, and are our confidential information under section 11(f).

(f) If you send us suggestions, we may use them without obligation to you.

7. Suspension, termination, and term

(a) This agreement starts when you accept it and continues until you or we end it.

(b) You may end this agreement at any time by closing your Provider account. Any Paid Product you hold then runs to the end of its paid term.

(c) We may end this agreement at any time on notice, for any reason, or at once for your breach, fraud, a lapsed or unmatched license, illegal activity, or risk to a User.

(d) We may, at our discretion and without notice, suspend, hide, or remove any Listing or Provider Content, limit any feature, or suspend your account, for any reason. We may tell you the reason, and you may ask us to reconsider. We decide whether and when to restore anything. Suspension or removal is not a breach by us.

(e) You may counter-notify a copyright notice under the Terms of Service. Repeated infringement, and any false representation, is a material breach.

(f) When this agreement ends, we may remove your Listing or return it to an unclaimed Listing under section 2(c), Founding Provider status ends, and Exhibit A.8 governs the Preview Data, Inquiry Data, and Shared Plan Data you hold. We may continue to show reviews and ratings of your business. Section 5(j) governs any refund. Sections 4, 6, 8, 9, 10, and 11, and Exhibits A and C survive.

8. Indemnification

(a) You shall defend, indemnify, and hold harmless Passings LLC, Passings Holding LLC, and their managers, members, officers, employees, contractors, and agents against any third-party claim, and any resulting liability, loss, fine, cost, or expense, including reasonable attorneys’ fees, arising from your services to anyone; your breach of this agreement or of any law or professional rule; your Provider Content, Invitation Data, or communications with Users, including about Passings or a Sponsored Plan; or your use of Preview Data, Inquiry Data, or Shared Plan Data. This includes a claim that also alleges our negligence, except to the extent a final judgment finds the loss was caused by our gross negligence or willful misconduct.

(b) We shall defend and indemnify you against a third-party claim to the extent it arises from planning content written or generated by Passings, as we provide it in a Sponsored Plan or on the Platform. This does not cover anything you supplied, approved, or changed, or any matter in section 8(a), and is subject to section 9.

(c) The party seeking indemnity shall promptly notify the other in writing, let the indemnifying party control the defense and settlement, and cooperate at the indemnifying party’s cost. We may join any defense with our own counsel at our cost. No settlement may admit fault for, or impose an obligation on, the indemnified party without its written consent.

9. Limits on liability

(a) Our total liability to you for all claims arising from this agreement or the Platform is limited to the greater of the fees you paid us in the three months before the event giving rise to liability, or $100. This cap does not apply to refunds owed under section 5(j).

(b) We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, business, data, or goodwill.

(c) The Platform is provided “as is” and “as available.” To the fullest extent the law allows, we disclaim all warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranty about Inquiries, results, accuracy of information, uptime, or uninterrupted operation.

(d) The cap in section 9(a) and the exclusions in section 9(b) do not apply to liability for fraud, gross negligence, or willful misconduct, or to any other liability the law does not allow to be limited.

10. Disputes

Sections 16 (governing law) and 17 (dispute resolution) of the Terms of Service govern any Dispute between you and us as if you were a user under the Terms of Service, except that any arbitration is administered by the American Arbitration Association under its Commercial Arbitration Rules instead of its Consumer Arbitration Rules.

11. General terms

(a) This agreement, including its Exhibits and any Category Supplement that applies to you, together with the Terms of Service, the Privacy Policy, the Acceptable Use Policy, the Provider Standards, and any additional terms we agree with you in a signed writing, is the entire agreement about your activity as a Provider and replaces all earlier provider agreements.

(b) We may revise this agreement. We shall notify you of each revision by email or in the Provider Portal. You may accept the revision or end this agreement, and you accept it if you keep using the Provider Portal after its effective date. A revision does not apply to fees already charged or to a claim that has already arisen.

(c) We send notices to the email on your account or in the Provider Portal. You send notices to legal@passings.io, with a copy to Passings LLC, 2501 Chatham Rd, Suite R, Springfield, IL 62704. Provider support is at support@passings.io.

(d) You consent to our contacting your business about your account, Listings, Inquiries, and Paid Products by email, phone call, and text message, at the numbers and addresses you give us or that appear on your Listing, and to our recording calls with you for quality and training. We send marketing text messages, and make autodialed or prerecorded marketing calls, only with your separate written consent, which you may withdraw at any time by replying STOP or by telling us.

(e) You may not assign this agreement without our written consent. We may assign this agreement without your consent.

(f) Each party shall use the other’s non-public business information only to perform this agreement and shall protect it with reasonable care. Exhibit A and the Privacy Policy govern personal information about Users instead.

(g) If a provision is unenforceable, the rest of this agreement stays in force. Not enforcing a right is not a waiver of it. Neither party is liable for delay caused by events beyond its reasonable control. Passings Holding LLC may enforce sections 6, 8, and 9, and no one else has rights under this agreement. Your electronic acceptance has the same effect as a signature. Where this agreement gives us discretion, we may exercise it as we see fit, in good faith.

Exhibit A: Data Processing Addendum

This addendum is part of the agreement and governs how you handle the information about Users that we send you.

A.1 “Preview Data” is what we show before Unlock: the requester’s first name and last initial; where given, the first name and last initial of the person the Plan is for; a partial ZIP code; the category of the request; its timing, if the User chooses to share it; and the first part of any message the User writes. “Inquiry Data” is what we send on Unlock: the requester’s full name, email address, and ZIP code, its preferred contact method, the User’s full message and answers to the request form, and the User’s phone number only where the User consented to your calls or texts. We may change these fields.

A.2 On receipt, you are an independent controller of the information we send you, not our processor, and each party is responsible for its own compliance. Passings is not a covered entity under HIPAA, an Inquiry is a consumer request rather than a health-care transaction, and you are not our business associate.

A.3 You shall handle Preview Data, Inquiry Data, and Shared Plan Data as follows:

(a) You shall use Preview Data only to decide whether to Unlock, Inquiry Data only to respond to the request that produced it, and Shared Plan Data only as section 3(c) allows.

(b) You shall not add any of it to a marketing list beyond the request; sell, share, rent, or license it; use it for profiling unrelated to the request; or combine it with other data for marketing.

(c) You shall keep no copy of Preview Data for an Inquiry you have not Unlocked, and shall keep Inquiry Data and Shared Plan Data no longer than needed to perform the service the User engaged you for, to meet a legal requirement, or to resolve a dispute.

(d) You shall not forward, assign, or refer an Inquiry, or disclose Preview Data, Inquiry Data, or Shared Plan Data, to any other business, including an affiliate or another location under common ownership, unless the User asks you to. A subcontractor that performs part of the service the User engaged you for may receive the information it needs for that work, under your control and on terms at least as protective as this addendum, and you are responsible for it.

A.4 You shall comply with the Privacy Law of the User’s state of residence and, at a minimum, with the standard of the Privacy Policy. Where professional confidentiality rules bind your category, you shall also apply them.

A.5 You shall keep reasonable administrative, technical, and physical safeguards and limit access to staff who need it and are bound to confidentiality. You shall tell us at privacy@passings.io promptly, and in any event within 72 hours, after learning of any actual or reasonably suspected unauthorized access to, or disclosure, alteration, or loss of, that information in your control, and shall cooperate with our investigation and any notices.

A.6 If we tell you that a User has asked to know what information we sent you or what you still hold, or to delete or correct it, or to stop its use, you shall answer or act on the request as the Privacy Law requires and within the time it allows, stop using the information where the request requires it, and confirm to us when done. A User may also ask you directly, and you shall handle that request the same way.

A.7 We design Inquiries not to include health information or any structured sensitive field from a User’s Plan. You shall handle sensitive information as follows:

(a) You shall give any sensitive information you receive, including anything a User writes, the protection the Privacy Law requires, use it only to perform the service the User asked for, and never sell it or use it for marketing.

(b) Where Inquiry Data or Shared Plan Data is consumer health data under a Privacy Law (including RCW 19.373 and NRS 603A.400 to 603A.550), you shall process it only for the service the User requested and honor the User’s withdrawal or deletion request.

(c) If you receive health information from us by mistake, you shall not use it and shall delete it.

A.8 When the agreement ends, you shall delete or anonymize all Preview Data, Inquiry Data, and Shared Plan Data, except what the law requires you to keep, what a dispute needs, or what you need to finish services already engaged, and shall confirm deletion on request. On our reasonable request, you shall certify in writing that you comply with this addendum.

Exhibit B: Category Rules and Category Supplements

We may update this Exhibit by publishing the update in the Provider Portal. A change that reduces your rights or increases your obligations is a revision under section 11(b). Each Category Supplement applies if you list in one of its categories or enable one of its services. Each statement in a Category Supplement about what you hold, are, or do is a representation under section 4(a) and a continuing obligation while you list in that category.

B.1 Category rules

(a) Organ, tissue, and whole body donation. Listed free. We take no fee or other payment of any kind from these Providers or from anyone on their behalf, offer them no Paid Product, and send them no Inquiries; Users contact them directly.

(b) Hospice and palliative care. Listed free. We take no fee or other payment of any kind from these Providers or from anyone on their behalf, offer them no Paid Product, and send them no Inquiries; Users contact them directly. We receive no payment for referring anyone to them.

(c) Featured Placement is not offered to Providers in (a) or (b), to attorneys or insurance producers, to care categories in which a listed service may be paid for by a federal health care program, or to any business for which we have restricted Featured Placement under section 5(a), unless we enable it for a category and state.

(d) Across all categories, no amount we receive depends on the value or volume of any transaction between you and a User, any premium, commission, or fee you earn, or any referral.

(e) In hospice and palliative care, mental health and grief counseling, senior living and care, home care, death doula services, and any other category we identify as health-related, we send an Inquiry only after the User separately consents to our sending its name and contact details to the Provider it names.

B.2 Category Supplements

B.2.1 Funeral homes, cremation providers, and body transport

(a) You comply with the FTC Funeral Rule (16 C.F.R. Part 453), including giving every person who inquires an itemized General Price List, giving price information by telephone, not requiring package purchases, and accepting caskets and urns bought elsewhere without a surcharge.

(b) You follow state cremation and disposition rules, including authorization, identification, and chain of custody. Any method you list is lawful where you perform it, and you hold its permits.

(c) Where you sell pre-need contracts, you comply with the pre-need and trust law of the purchaser’s state. We are not a party to any pre-need contract.

(d) You hold every transit and disposition permit each transport requires and any federal carrier registration that applies to you.

(e) Your Listing name is the establishment name your state licensing board approved, and you include your license number where your state requires it in advertising.

(f) You give nothing of value to any hospice, nursing home, hospital, or other institution where death occurs, or its staff, in connection with Users.

B.2.2 Cemeteries

(a) You follow each listed state’s cemetery rules, including any perpetual-care requirement, and hold a license or exemption where required.

(b) Where you sell pre-need cemetery contracts, you comply with the law of the purchaser’s state. We are not a party to any pre-need contract.

(c) B.2.1(f) applies to you.

B.2.3 Hospice and palliative care

(a) Your Listing includes no testimonials from patients or their relatives.

(b) Where you are a Medicare-certified hospice, your certification is current, and you shall tell us promptly if you are excluded from a federal health care program or your certification or license is revoked, suspended, or not renewed.

(c) You and your staff accept nothing of value from us, or from any provider on the Platform, in connection with Users, and do not recommend a particular provider because of any relationship with it.

(d) Your use of the Platform complies with the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b), the beneficiary-inducement law (42 U.S.C. §1320a-7a), and each listed state’s laws.

B.2.4 Mental health and grief counseling

(a) You serve clients only within your licensed scope in each state.

(b) No fee you pay us depends on whether a client’s care is paid for by a federal health care program, and we take no part of any fee you charge a client.

(c) No paid profile or position includes testimonials from current clients. You comply with HIPAA, state confidentiality law, and the advertising, solicitation, fee-splitting, and referral rules of each licensing board with authority over you.

B.2.5 Organ, tissue, and whole body donation

You comply with the National Organ Transplant Act (42 U.S.C. §274e), the Uniform Anatomical Gift Act as adopted in each state where you operate, and all procurement rules that apply to you, and any federal designation you hold is current.

B.2.6 Senior living, home care, and care communities

(a) We list these categories only in states we have activated.

(b) You list only care levels or services you are licensed to provide. Skilled nursing is not listed.

(c) You declare whether each care level or service accepts payment from a federal health care program, including a Medicaid waiver program, and update the declaration promptly after any change.

(d) You use regulated terms such as “assisted living” or “memory care” only where your license and any required disclosure allow it.

(e) You comply with the federal and state anti-kickback, patient-brokering, and insurance-fraud laws that apply to your payer mix.

(f) We offer Paid Products in these categories only to private-pay Providers, in states we have cleared, at flat published fees that never depend on any admission, move-in, referral, or Inquiry.

B.2.7 Death doulas

You describe your services accurately and do not hold yourself out as providing medical, nursing, hospice, legal, or funeral director services unless licensed to provide them. Where a state regulates a service you list, you hold the license it requires.

B.2.8 Attorneys

(a) We may activate this category state by state after a professional-conduct review. You may not list in a state before then.

(b) You comply with the rules of professional conduct of every state where you are licensed and listed, including those on advertising, solicitation, and sharing fees with non-lawyers.

(c) You treat all Preview Data, Inquiry Data, and Shared Plan Data as confidential and follow the specific rules of professional conduct in each state where you practice.

(d) An Inquiry does not create an attorney-client relationship. You run your own intake, conflict check, and engagement. Passings is not a party to any attorney-client engagement.

B.2.9 Insurance producers

(a) You hold an active producer license, with the lines of authority you advertise, in each state where you are listed, and list only products you are authorized to sell there.

(b) We are not an insurance producer and do not solicit, negotiate, or sell insurance.

(c) You comply with each state’s insurance advertising, solicitation, unfair-trade-practice, anti-rebating, and inducement laws, with the federal marketing rules for any Medicare or Medicaid product you market, and, for insurance used to fund a funeral, with the pre-need and insurance law of the purchaser’s state.

B.2.10 On-site services

(a) Trauma and biohazard cleanup: you follow the OSHA Bloodborne Pathogens Standard (29 C.F.R. §1910.1030) and handle regulated medical waste lawfully.

(b) Grave care: you obtain access authorization from each site operator and follow its rules.

(c) Food and reception: you disclose major food allergens before service.

B.2.11 Goods, florists, and ceremony services

(a) Where you sell caskets, urns, or other funeral goods, you follow the FTC Funeral Rule as it applies to them.

(b) Where you sell floral arrangements, you give Users your substitution policy and delivery terms before they order, and you hold any state-required floral dealer permit or equivalent.

(c) Any tradition, ordination, or community recognition a celebrant or officiant claims is accurate.

B.2.12 Real estate, financial, and other licensed professionals

(a) A Featured Placement in these categories is shown to everyone who views the category in that ZIP code, alongside the complete Search Results. Our staff and AI tools do not recommend you to a User or refer a User to you.

(b) You hold an active license or registration in each state where you are listed and comply with the advertising and referral rules that apply to you, including, for real estate professionals, the Real Estate Settlement Procedures Act (12 U.S.C. §2607) and Regulation X, and, for investment advisers and broker-dealers, the SEC and FINRA rules on advertising and solicitation. You shall not pass Users to a lender, title or escrow company, or other settlement service provider for anything of value.

Exhibit C: Continuo

This Exhibit applies while you hold Continuo and for as long as we hold any Invitation Data afterward.

C.1 Continuo is available only to the Provider types we make eligible, which the Terms of Service currently limit to funeral homes, cremation providers, and cemeteries. Continuo includes the Portfolio features. It delivers no Inquiry, and its price is the same whether or not any customer accepts a Sponsored Plan.

C.2 Continuo is priced in bands set by the combined annual case count you declare in good faith for the locations it covers, which you shall update at renewal if it changes. We publish the price, location limit, and Allowance for each band in the Provider Portal. Unused Allowance does not carry forward.

C.3 You may invite a customer that has already engaged you to accept a Sponsored Plan. Each Sponsored Plan shows your exact licensed establishment name and our statement that Passings writes the planning content, that you do not write or review it, and that Passings does not recommend any provider, and you add nothing to it. A Sponsored Plan is held by the User who accepts it under the Terms of Service, and you cannot see or change its contents, except contents the User shares under section 3(c). When your Continuo subscription ends, your name stops showing on Sponsored Plans, and each User keeps the User’s account.

C.4 Whether you charge a customer for a Sponsored Plan is your decision.

C.5 “Invitation Data” means the name and email of a customer that you give us so that we can invite that customer to accept a Sponsored Plan, together with the invitation’s status.

C.6 You decide whom to invite and are responsible for the Invitation Data as the business that collected it. We process it on your behalf only to send the invitation and any reminder, show you its status, and apply your Allowance, and we shall not market to it, sell or share it, or combine it with other data.

C.7 When a customer accepts a Sponsored Plan and agrees to the Terms of Service, Passings controls the User’s account and everything in it under the Terms of Service and the Privacy Policy. You control none of it.

C.8 For each invitation, you represent that you collected the name and email lawfully, that your privacy notice allows you to give them to us for this purpose, that the customer has engaged you, and that the customer has not asked you not to email it.

C.9 Each invitation names you as the provider that arranged it, comes from Passings, and includes an unsubscribe link and our postal address. We delete Invitation Data for an invitation that is not accepted once it is no longer needed, keeping only counts that identify no one.