KAPALA LLC
TERMS OF SERVICE & END USER LICENSE AGREEMENT
Effective Date: February 13, 2026
PLEASE READ THESE TERMS OF SERVICE AND END USER LICENSE AGREEMENT (THE "TERMS") CAREFULLY BEFORE ACCESSING OR USING THE KAPALA PLATFORM. THESE TERMS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND KAPALA LLC, A TENNESSEE LIMITED LIABILITY COMPANY ("KAPALA," "WE," "US," OR "OUR"). BY ACCESSING, BROWSING, OR USING ANY PART OF THE SERVICE — INCLUDING AS AN ANONYMOUS VISITOR — YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY.
THESE TERMS CONTAIN AN ARBITRATION PROVISION (SECTION 27) THAT WAIVES YOUR RIGHT TO A COURT HEARING AND/OR JURY TRIAL, AND A CLASS ACTION WAIVER (SECTION 28) THAT WAIVES YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR USE THE SERVICE AND MUST IMMEDIATELY CEASE ALL USE.
For purposes of these Terms, the following capitalized terms shall have the meanings set forth below:
By accessing, browsing, or using any part of the Service, you agree to be legally bound by these Terms and our Privacy Policy, which is incorporated herein by reference. These Terms constitute a binding agreement between you and Kapala, regardless of whether you create an account or simply browse the platform as a Visitor. No account creation, registration, or affirmative click-through is required for Visitors; your continued use of the Service after being presented with or having reasonable access to these Terms constitutes your acceptance.
For Contributors, acceptance of these Terms is confirmed through the consent mechanism presented at the time of content submission (e.g., a checkbox, "I Agree" button, or similar acknowledgment). By submitting User Content, you confirm that you have read, understood, and agree to be bound by these Terms.
If you access or use the Service on behalf of a company, organization, Cemetery Operator, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and references to "you" or "your" shall include both you individually and such entity.
These Terms apply to all users of the Service, including Cemetery Operators, Contributors, and Visitors. Certain sections apply specifically to Cemetery Operators or Contributors, and are identified as such. Where a Cemetery Operator has executed a separate Licensing Agreement with Kapala, these Terms supplement that Licensing Agreement. In the event of any conflict between these Terms and the Licensing Agreement, the Licensing Agreement shall control to the extent necessary to resolve the inconsistency.
The Service is intended for individuals who are at least eighteen (18) years of age. If you are under 18, you may access the Service only under the supervision and with the express consent of a parent or legal guardian who agrees to be bound by these Terms. By using the Service, you represent and warrant that:
Kapala reserves the right to suspend or terminate your access to the Service if we determine, in our sole discretion, that you are not eligible or have provided false, misleading, or incomplete information.
Kapala reserves the right to revise, amend, or update these Terms at any time in its sole discretion. Changes will become effective upon posting the updated Terms on the Service with a new effective date. For material changes, we will make reasonable efforts to provide notice to registered Cemetery Operators via email or in-platform notification at least fifteen (15) days prior to the effective date of such changes. Your continued use of the Service following the posting of any changes constitutes your acceptance of the revised Terms. If you do not agree with any modification, your sole remedy is to discontinue use of the Service. We encourage you to review these Terms periodically.
Subject to your compliance with these Terms, Kapala grants you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Service during the term of these Terms. For Cemetery Operators, this license is granted for internal business purposes in connection with the management and operation of your cemetery or memorial site(s). For Visitors and Contributors, this license is granted solely for personal, non-commercial use.
You shall not, directly or indirectly:
Kapala reserves all rights not expressly granted in these Terms. No implied licenses are granted by Kapala under these Terms, whether by estoppel, implication, or otherwise.
Kapala provides a digital platform for cemetery and memorial management. The Service includes, but is not limited to, the following features:
Kapala reserves the right to modify, add, remove, or discontinue any feature or functionality of the Service at any time, with or without notice.
This section applies specifically to Cemetery Operators.
7.1 Account Registration. Cemetery Operators must register an account and enter into a Subscription to access the Service's paid features. Each account registration is for a single Cemetery Operator entity and may include multiple authorized users as permitted under the applicable Subscription plan. You agree to keep your login credentials confidential and not to share them with unauthorized individuals. You must immediately notify Kapala if you suspect any unauthorized use of your account.
7.2 Account Responsibility. You are solely responsible for all activity that occurs under your account, whether authorized or unauthorized. Kapala will not be liable for any loss or damage arising from your failure to safeguard your account credentials.
7.3 Data Accuracy. Cemetery Operators are responsible for maintaining the accuracy and completeness of critical operational data, including but not limited to plot availability, pricing for services and products offered through the Marketplace, and work order pricing and descriptions. Because pricing for work orders and maintenance requests is provided directly by the Cemetery Operator at the time of quote approval (and is not stored or set by Kapala), the Cemetery Operator is solely responsible for the accuracy of all pricing communicated to purchasers. Kapala shall not be liable for any errors, losses, disputes, or claims arising from inaccurate, outdated, or misleading data or pricing provided by a Cemetery Operator.
7.4 Work Order Fulfillment. Cemetery Operators who accept work orders or maintenance requests through the Marketplace are obligated to fulfill such orders within thirty (30) days of acceptance, unless a different timeframe is communicated to and acknowledged by the purchaser at the time of acceptance. If a Cemetery Operator fails to fulfill a work order within the required timeframe, Kapala reserves the right to: (a) issue a refund to the purchaser on the Cemetery Operator's behalf and deduct such amount from future remittances to the Cemetery Operator; (b) suspend or restrict the Cemetery Operator's access to Marketplace features; and/or (c) terminate the Cemetery Operator's Subscription for cause.
7.5 Content Moderation. Cemetery Operators have the ability and responsibility to moderate User Content submitted in connection with their cemetery, including the ability to approve, flag, verify, or remove contributions from public display. Kapala is not obligated to moderate User Content on behalf of Cemetery Operators, though Kapala reserves the right to remove any Content that violates these Terms.
7.6 Analytics and Data Use. Cemetery Operators may access analytics, reports, and aggregated data about their cemetery's presence on the Service as provided through the applicable Subscription plan. Cemetery Operators shall use all analytics data and reports solely for lawful purposes and in connection with the legitimate operation and management of their cemetery. Cemetery Operators shall not use analytics data to engage in unlawful discrimination, targeted harassment, or any other purpose that violates applicable law.
7.7 Compliance. Cemetery Operators shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with their use of the Service, including but not limited to consumer protection laws, privacy laws, and regulations governing cemetery and memorial operations.
This section applies specifically to Visitors and Contributors.
8.1 Visitor Access. Visitors may browse the Service, view cemetery maps, access memorial pages, and use navigation features without creating an account. By accessing the Service, Visitors agree to be bound by these Terms. No registration, account creation, or affirmative action beyond use of the Service is required for these Terms to apply.
8.2 Contributor Terms. Contributors who submit User Content to the Service (including but not limited to photographs, stories, tributes, and other materials submitted to memorial pages) must affirmatively accept these Terms through the consent mechanism presented during the submission process. By making any submission, Contributors agree to the following:
8.3 Identification. Contributors may be required to provide an email address or other identifying information when submitting User Content. Kapala may use verification processes to confirm the identity or relationship of Contributors, but does not guarantee the accuracy or authenticity of any User Content.
Certain features of the Service, including interactive cemetery maps, navigation, compass functionality, and guided tours, use GPS, cellular, Wi-Fi, Bluetooth, and/or other location-based technologies to determine your approximate location. By enabling or using these features, you consent to the collection and use of your location data for the purpose of providing the requested functionality.
Real-Time Use Only. Kapala uses your location data in real time to provide navigation and positioning services. Kapala does not store, log, or retain your location history. Your location data is processed locally on your device and/or in transit to provide the requested feature and is not associated with your identity or any persistent profile.
You may disable location services through your device's settings at any time, though doing so may limit or disable certain features of the Service, including map positioning, navigation, and tour functionality.
10.1 Ownership. You retain ownership of any User Content you submit to the Service. Submission of User Content does not transfer ownership of such content to Kapala.
10.2 License Grant to Kapala. By submitting User Content, you grant Kapala a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable, and fully transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content in connection with the operation, promotion, and improvement of the Service, in any media format and through any media channel now known or hereafter developed.
10.3 License Survival. The license granted in Section 10.2 shall survive the termination of these Terms, the deletion of your account (if applicable), and the cancellation of any Cemetery Operator Subscription under which the User Content was submitted. This is because User Content (such as memorial tributes, photographs, and stories) is contributed for the benefit of the broader community and the preservation of heritage, and its continued availability serves the public interest.
10.4 Removal Requests. While the license granted above is perpetual, Contributors may request the removal of their specific User Content from public display at any time — including after a Cemetery Operator has canceled its Subscription — by contacting Kapala at [email protected]. Kapala will make commercially reasonable efforts to remove such content from public-facing portions of the Service within thirty (30) days, provided that: (a) the requesting party can reasonably verify their identity as the original Contributor; (b) removal is not contrary to any legal or regulatory obligation; and (c) due to the blockchain-based storage architecture of the Service, the underlying ledger record of the submission may persist even after the content is no longer publicly displayed. Cached, archived, or backup copies may also persist for a reasonable period following removal from public display.
10.5 Immutability of Submissions. User Content submitted through the Service is recorded on a distributed ledger (blockchain) via Lighthouse/Web3 storage. Once submitted, User Content cannot be edited or altered. Contributors are solely responsible for reviewing their submissions for accuracy prior to confirming submission. Kapala is not responsible for errors in User Content that result from a Contributor's failure to review prior to submission.
10.6 No Obligation. Kapala has no obligation to publish, store, or maintain any User Content. Kapala reserves the right (but not the obligation) to monitor, screen, or remove any User Content from public display at any time, for any reason, without notice.
10.7 No Compensation. You acknowledge and agree that no compensation will be paid to you with respect to the use of your User Content. You acknowledge that your access to and use of the Service constitutes sufficient consideration for the rights granted herein.
The Service includes Memorial Assist, a feature that uses artificial intelligence and machine learning technologies, including third-party AI services (such as OpenAI), to generate memorial text, biographical summaries, and placeholder profile content based on information provided by users (e.g., names, dates, and family relationships). Memorial pages that include AI-Generated Content will be identified as such on the Service (e.g., "Memorial text assisted by AI"). You acknowledge and agree that:
12.1 Cemetery Operator Data. As between Kapala and a Cemetery Operator, the Cemetery Operator retains ownership of Cemetery Data that was in its possession prior to using the Service and that the Cemetery Operator uploads or enters into the Service (e.g., existing paper records, plot maps, administrative records, and burial logs).
12.2 Digitized Content. Kapala retains ownership of all Digitized Content created by Kapala in the course of providing the Service. To illustrate the distinction between Cemetery Data and Digitized Content:
In general, if the Cemetery Operator provided the raw information, the raw information is theirs; if Kapala created a new digital asset from that information, the digital asset is Kapala's. Kapala grants Cemetery Operators a non-exclusive, non-transferable license to use and display Digitized Content during the term of their active Subscription, solely in connection with the Service.
12.3 Aggregated and Anonymized Data. Kapala may collect, aggregate, and anonymize data derived from the Service in a manner that does not identify any individual, Cemetery Operator, or specific cemetery. Kapala owns all right, title, and interest in aggregated and anonymized data and may use it for any lawful purpose, including analytics, research, product development, and marketing.
12.4 Data Export and Portability. Upon written request, Kapala will make Cemetery Operator records available for export in a standard, machine-readable format (e.g., CSV or XLSX spreadsheet) within thirty (30) days of the request. This export includes core record data such as burial records, plot information, and contact records maintained by the Cemetery Operator within the Service. The export does not include Digitized Content owned by Kapala (Section 12.2), proprietary analytics, aggregated data, order history, or other materials generated by or through the Service. Additional data export requests beyond core records may be accommodated at Kapala's discretion and may be subject to reasonable fees.
To the extent required by applicable state or federal data privacy or portability laws (including, without limitation, the California Consumer Privacy Act, the Colorado Privacy Act, the Virginia Consumer Data Protection Act, or any successor legislation), Kapala will comply with valid, verified data portability requests regarding personal information as defined under such laws. Such compliance is limited to the requirements of the applicable law and does not expand the scope of data export beyond what is legally required.
This section applies specifically to Cemetery Operators.
13.1 Subscription Plans. Cemetery Operators must subscribe to a paid plan to access the Service's management, analytics, and marketplace features. Subscription plans, pricing, and feature sets are described on the Service's pricing page and/or in the applicable order form or Licensing Agreement.
13.2 Setup Fees. Certain Subscription plans include a one-time setup fee for onboarding, digitization, and initial configuration. Setup fees are non-refundable once onboarding has commenced.
13.3 Billing Cycle. Subscriptions are contracted on an annual basis and billed monthly, unless otherwise specified in the applicable order form or Licensing Agreement. Monthly billing amounts are calculated based on the applicable plan rate and charged to the Cemetery Operator's designated payment method.
13.4 Pricing Lock and Adjustments. Subscription pricing is locked for the duration of the then-current annual contract term. Kapala reserves the right to adjust pricing upon renewal by providing written notice at least sixty (60) days prior to the start of the renewal term. If the Cemetery Operator does not agree to the adjusted pricing, it may decline renewal by providing written notice of non-renewal in accordance with Section 13.5.
13.5 Auto-Renewal. Subscriptions will automatically renew for successive annual terms unless the Cemetery Operator provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
13.6 Payment Method. All payments are processed through Stripe, Inc. ("Stripe") or such other third-party payment processor as Kapala may designate. By providing payment information, you authorize Kapala and its payment processor to charge the applicable fees to your designated payment method. You are responsible for maintaining accurate and current payment information.
13.7 Taxes. All fees are exclusive of taxes. You are responsible for all applicable sales tax, use tax, VAT, or other similar taxes or governmental charges, excluding taxes on Kapala's net income. Kapala may collect and remit applicable sales or use taxes where required by law in its capacity as a marketplace facilitator.
13.8 Late Payment. If any payment is not received when due, Kapala reserves the right to: (a) charge interest on the outstanding amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law; (b) suspend your access to the Service until the outstanding balance is paid; and/or (c) terminate your Subscription for cause. You shall reimburse Kapala for all reasonable costs of collection, including reasonable attorneys' fees.
13.9 Refunds. All fees are non-refundable except as follows: (a) if Kapala materially fails to provide the Service for a period of thirty (30) or more consecutive days due to causes solely within Kapala's control, the Cemetery Operator may request a pro-rata credit for the affected period; or (b) as otherwise required by applicable law. Refund requests must be submitted in writing to [email protected] within sixty (60) days of the applicable charge.
13.10 Cancellation and Early Termination. Cemetery Operators may cancel their Subscription by providing written notice to Kapala. Cancellation takes effect at the end of the then-current annual term. If a Cemetery Operator wishes to terminate before the end of the annual term, early termination is subject to an early termination fee equal to fifty percent (50%) of the remaining monthly fees due through the end of the then-current annual term, unless a different early termination fee is specified in the applicable Licensing Agreement. Upon payment of the early termination fee, the Cemetery Operator's remaining payment obligations for the term are satisfied. At least thirty (30) days' written notice is required for all cancellations, whether at term-end or early.
14.1 Overview. The Service's Marketplace enables users to purchase products and services including, without limitation, flower delivery, maintenance and work orders, digital memorial enhancements, and guided tours. Kapala's role varies depending on the type of transaction:
14.2 Pricing and Taxes. Prices for Marketplace items are displayed at the time of purchase and may change without prior notice. All Marketplace transactions are denominated in U.S. dollars unless otherwise indicated. The purchaser is responsible for all applicable taxes on Marketplace transactions. Kapala may collect and remit applicable sales or use taxes where required by law in its capacity as a marketplace facilitator.
14.3 No Warranty for Third-Party Fulfillment. For Marketplace transactions fulfilled by third parties (including flower orders and maintenance work orders fulfilled by Cemetery Operators), Kapala makes no warranties or representations regarding the quality, safety, legality, timeliness, or suitability of such goods or services. Any disputes regarding third-party-fulfilled transactions must be resolved directly with the applicable provider, though Kapala may, at its sole discretion, assist in dispute resolution.
14.4 Refunds for Marketplace Purchases. Refund eligibility varies by product or service type: (a) for products and services fulfilled by Kapala (digital memorials, tours), refund requests may be submitted to [email protected] within fourteen (14) days of purchase and will be evaluated on a case-by-case basis; (b) for third-party-fulfilled products and services (flowers), refunds are subject to the applicable third party's policies; (c) for work orders not fulfilled within the required timeframe, Kapala may issue a refund as described in Section 7.4.
Upon cancellation or termination of a Cemetery Operator's Subscription:
15.1 Wind-Down Period. A thirty (30) day wind-down period will commence on the effective date of cancellation. During the wind-down period: (a) Marketplace features (flower orders, work orders, digital memorial purchases, tour sales) will remain active to allow pending transactions to complete; (b) any revenue generated during the wind-down period will be split between Kapala and the Cemetery Operator in accordance with the revenue share arrangement in effect immediately prior to cancellation; and (c) Kapala may display a notice on the cemetery's pages informing users that the cemetery is transitioning off the platform.
15.2 Feature Deactivation. Following the wind-down period, Kapala will deactivate all paid features associated with the Cemetery Operator's account, including but not limited to: flower ordering, work order requests, digital memorial contribution workflows, digital memorial purchases, tour sales, ancestry and genealogy integrations, analytics dashboards, administrative record management, navigation features, and any other features requiring an active Subscription. No Marketplace transactions will be processed for the cemetery following the wind-down period — neither by the Cemetery Operator nor by Kapala.
15.3 Residual Public Access. Following deactivation, Kapala may, at its discretion, continue to display a basic, read-only informational page for the cemetery, which may include the cemetery's interactive map and existing memorial pages. This residual access is provided as part of Kapala's heritage preservation mission and does not generate revenue for either party. Kapala will not process any commercial transactions in connection with the cemetery's pages following the wind-down period.
15.4 Data Retention and Export. Cemetery Data uploaded by the Cemetery Operator will be retained for a minimum of ninety (90) days following the effective date of cancellation, during which time the Cemetery Operator may request a data export pursuant to Section 12.4. After ninety (90) days, Kapala may delete, archive, or anonymize Cemetery Data in its sole discretion.
15.5 User Content. User Content submitted by Contributors to memorial pages associated with the canceled cemetery will remain on the Service in accordance with Section 10.3, subject to Contributor removal requests as described in Section 10.4.
15.6 Signage. Upon cancellation, the Cemetery Operator may retain, remove, or dispose of any Signage previously provided by Kapala, at the Cemetery Operator's discretion. Kapala disclaims any responsibility for Signage remaining on the Cemetery Operator's premises after cancellation, and the QR codes on such Signage may redirect to a deactivated page or general Kapala landing page.
From time to time, Kapala may offer Beta Features to some or all users. Beta Features are provided "as is" and "as available" without any warranty of any kind. Kapala makes no commitments regarding the availability, reliability, functionality, or performance of any Beta Feature. Beta Features may be modified, suspended, or discontinued at any time without notice or liability. Your use of any Beta Feature is entirely at your own risk.
Beta Features may be subject to additional terms or conditions, which will be communicated at the time of access. Feedback provided regarding Beta Features is subject to Section 17.3 (Feedback).
THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE TERMS APPLY WITH FULL FORCE TO YOUR USE OF ANY BETA FEATURES. KAPALA'S LIABILITY FOR BETA FEATURES SHALL NOT EXCEED ZERO DOLLARS (USD $0.00).
17.1 Kapala Ownership. The Service and all Kapala Content, including without limitation all software, source code, object code, algorithms, user interfaces, designs, text, graphics, logos, trademarks, trade names, service marks, icons, images, audio, video, documentation, and the overall look and feel of the Service, are the exclusive property of Kapala or its licensors and are protected under U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.
17.2 Trademarks. "Kapala," the Kapala logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Kapala or its affiliates. You may not use such marks without Kapala's prior written consent.
17.3 Feedback. If you provide Kapala with any ideas, suggestions, proposals, or feedback regarding the Service ("Feedback"), you hereby assign to Kapala all right, title, and interest in such Feedback and agree that Kapala may use Feedback for any purpose without compensation or attribution to you.
17.4 Marketing Rights. Cemetery Operators grant Kapala the right to use the Cemetery Operator's name, logo, and likeness in Kapala's marketing materials, website, case studies, and promotional content (e.g., "Trusted by [Cemetery Name]"), unless the Cemetery Operator provides written notice to [email protected] opting out of such use.
Kapala respects the intellectual property rights of others and expects users of the Service to do the same. In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), Kapala will respond expeditiously to claims of copyright infringement committed using the Service.
18.1 Filing a DMCA Notice. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Service, please provide Kapala's designated copyright agent with the following information:
18.2 Counter-Notification. If you believe that your content was removed or disabled by mistake or misidentification, you may submit a counter-notification to Kapala's designated agent containing: (a) your physical or electronic signature; (b) identification of the removed material and its former location; (c) a statement under penalty of perjury that you have a good faith belief the material was removed by mistake or misidentification; and (d) your consent to the jurisdiction of the federal court in your district (or the Middle District of Tennessee if outside the U.S.) and your agreement to accept service of process from the party who filed the original DMCA notice.
18.3 Designated Agent. DMCA notices and counter-notifications should be sent to:
Kapala LLC
Attn: DMCA Agent
Email: [email protected]
18.4 Repeat Infringers. Kapala reserves the right to terminate the accounts of users who are determined to be repeat infringers.
The Service integrates with and may rely upon third-party services, APIs, platforms, and tools, including but not limited to: FamilySearch (genealogy data), Stripe (payment processing), OpenAI (AI content generation), Esri and Carto (mapping and GIS), OpenStreetMap (map data), GoDaddy (domain services), Cloudflare (content delivery and security), Lighthouse/Web3 Storage (decentralized storage), and Oracle Cloud (infrastructure). Your use of the Service may be subject to the terms of service, privacy policies, and acceptable use policies of these third-party providers.
Kapala is not responsible for the availability, accuracy, content, or policies of any third-party service. Your interactions with third-party services are governed by those third parties' own terms and policies. Kapala shall not be liable for any loss, damage, or claim arising from your use of or reliance on any third-party service, whether or not such service is accessed through the Service.
The Service may contain links to external websites or resources. Kapala does not endorse and is not responsible for any third-party content, products, or services, and access to such resources is at your own risk.
As part of the onboarding process, Kapala may provide Cemetery Operators with physical Signage containing QR codes that direct Visitors to the cemetery's digital presence on the Service. During the term of an active Subscription, Signage is provided for use on the Cemetery Operator's premises. Upon termination or cancellation of the Subscription, the Cemetery Operator may retain, remove, or dispose of Signage at its own discretion. Kapala disclaims any liability related to Signage remaining on the Cemetery Operator's premises after cancellation. QR codes on Signage associated with a canceled Subscription may redirect to a deactivated page, an archived informational page, or a general Kapala landing page.
Your privacy is important to us. Our Privacy Policy, available at kapala.me/privacy, describes how we collect, use, store, and disclose your personal information. By using the Service, you consent to the collection and use of your information as described in the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.
By using the Service, you consent to receive electronic communications from Kapala, including emails, in-platform notifications, and text messages (where applicable). You agree that all notices, agreements, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.
You agree that your electronic signature (including clicking "I Agree," "Submit," or similar actions) constitutes the legal equivalent of your handwritten signature. No certification authority or third-party verification is required to validate your electronic signature.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAPALA HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, KAPALA DOES NOT WARRANT THAT:
KAPALA DOES NOT PROVIDE ANY UPTIME OR SERVICE-LEVEL GUARANTEES. WHILE KAPALA WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE AVAILABILITY OF THE SERVICE AND TO ADDRESS KNOWN ISSUES IN A TIMELY MANNER, KAPALA DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF AVAILABILITY, PERFORMANCE, OR RESPONSE TIME.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KAPALA, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAPALA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO KAPALA IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM FIRST ACCRUED; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF KAPALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Kapala and its officers, directors, members, managers, employees, agents, licensors, and service providers (collectively, the "Kapala Parties") from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:
Kapala reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with Kapala in the defense of any such claim.
26.1 By Kapala. Kapala may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including without limitation if you violate these Terms, engage in conduct that is harmful to Kapala, its users, or third parties, or if required by law. Kapala may effect suspension or termination with or without prior notice.
26.2 By You. You may terminate these Terms at any time by ceasing all use of the Service. Cemetery Operators must follow the cancellation procedures set forth in Section 13.10. Termination of your use does not relieve you of any obligations incurred prior to termination, including payment obligations.
26.3 Effect of Termination. Upon termination, all licenses granted to you under these Terms shall immediately cease. The following provisions shall survive termination of these Terms for any reason: Sections 1 (Definitions), 10 (User Content), 11 (AI-Generated Content), 12 (Data Ownership), 15 (Effect of Cancellation), 16 (Beta Features), 17 (Intellectual Property), 23 (Disclaimers), 24 (Limitation of Liability), 25 (Indemnification), 26.3 (Effect of Termination), 27 (Arbitration), 28 (Class Action Waiver), 29 (Governing Law), and 31 (Miscellaneous).
27.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact Kapala at [email protected] and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved through good-faith negotiation.
27.2 Binding Arbitration. If the dispute cannot be resolved informally, any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single neutral arbitrator in Nashville, Tennessee. The arbitrator's decision shall be final, and judgment on the award rendered may be entered in any court having jurisdiction thereof. The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision.
27.3 Exceptions. Notwithstanding the foregoing, either party may: (a) bring an action in a court of competent jurisdiction for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information; (b) bring a claim in small claims court in the county where you reside (or Davidson County, Tennessee), provided the claim falls within that court's jurisdictional limits; or (c) seek any remedy required to be pursued in court by applicable law that cannot be waived by agreement.
27.4 Costs. The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs. For claims where the amount in controversy is $25,000 or less, Kapala will reimburse your AAA filing fees unless the arbitrator determines the claims are frivolous.
BY AGREEING TO THESE TERMS, YOU AND KAPALA EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS-WIDE ARBITRATION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND KAPALA EACH WAIVE ANY RIGHT TO A JURY TRIAL.
IF ANY COURT OR ARBITRATOR DETERMINES THAT THIS CLASS ACTION WAIVER IS VOID OR UNENFORCEABLE FOR ANY REASON, OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION IN SECTION 27 SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY, AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.
These Terms and any disputes arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. Subject to the arbitration provisions set forth in Section 27, any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Davidson County, Tennessee, and you consent to the personal jurisdiction of such courts.
You acknowledge and agree that Kapala may monitor, log, and record activity on the Service for purposes of security, fraud prevention, compliance, and improving the Service. Kapala will handle any information obtained through such monitoring in accordance with its Privacy Policy.
31.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable Licensing Agreement, constitute the entire agreement between you and Kapala with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.
31.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.
31.3 Waiver. The failure of Kapala to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of Kapala.
31.4 Assignment. You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder, in whole or in part, without Kapala's prior written consent. Kapala may assign these Terms and any rights or obligations hereunder without restriction, including in connection with a merger, acquisition, corporate reorganization, conversion to a different entity type (such as a conversion from an LLC to a corporation), or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
31.5 Force Majeure. Kapala shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, internet or telecommunications failures, power outages, fire, flood, or labor disputes. This limitation extends to the performance of third-party service providers and fulfillment partners (including florists, delivery services, and other Marketplace vendors), whose performance may also be affected by events beyond their reasonable control.
31.6 Independent Contractors. The relationship between you and Kapala is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Kapala.
31.7 Notices. All notices required or permitted under these Terms from you to Kapala shall be sent to: [email protected]. Notices from Kapala to you may be sent to the email address associated with your account or, for Visitors and Contributors, by posting on the Service.
31.8 Headings. Section headings are provided for convenience only and shall not affect the interpretation of these Terms.
31.9 Export Controls. You represent and warrant that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export control and sanctions laws.
31.10 Injunctive Relief. You acknowledge that any breach or threatened breach of these Terms may cause irreparable harm to Kapala for which monetary damages would be an inadequate remedy. Accordingly, Kapala shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without the necessity of posting a bond or proving actual damages.
If you have any questions, concerns, or complaints regarding these Terms, please contact us at:
Kapala LLC
Email: [email protected]
Phone: (615) 852-5458