Terms of service.

1. Agreement to these terms

These Terms of Service ("Terms") are an agreement between you and GracePay, Inc., a Delaware corporation ("GracePay," "we" or "us"). They govern your use of our website, the GracePay app, the payment pages families use, and the GracePay API (together, the "Services"). By using the Services, you agree to these Terms. If you do not agree, do not use them.

If you use the Services for a funeral home or other business, you agree to these Terms for that business, and "you" includes it. If that business has signed a separate agreement with GracePay, such as an order form or customer agreement, that agreement controls where it conflicts with these Terms.

Our Privacy Policy explains how we handle personal information.

2. The Services

GracePay gives funeral homes tools. Depending on availability, features may include tools to:

• build invoices from a case, including services, merchandise, taxes and required statements;
• send invoices, payment links, receipts and reminders to families by email, and by text where available;
• let families pay online, where available, by card, bank transfer or financing offered by lending partners, through our payment processor;
• track payments, refunds and returns, and record payments received elsewhere;
• connect to other software, such as case management and accounting systems; and
• build their own integrations with the GracePay API and webhooks.

Not every feature is available to every customer. Features vary by plan, by location and by what our payment processor and lending partners approve for each customer. Some features are labeled as test or preview features. These may change and may not move real money.

3. Accounts and eligibility

• The GracePay app is for businesses. To open an account, you must be at least 18 and have authority to bind the business you represent.
• Give us accurate information and keep it current, including your business details and who is authorized to use the account.
• Your organization's administrators decide who has access and to which locations. You are responsible for what your users do in your account.
• Keep passwords, authenticator devices, recovery codes and API keys secret. Tell us right away at info@trygracepay.com if you think any of them has been compromised.
• Using online payments also requires approval from our payment processor, which may ask for information about your business and its owners.

4. Your responsibilities as a customer

You are responsible for your business and for what you send to families. In particular:

• Your invoices, prices, discounts, taxes and statements must be accurate and complete.
• You remain responsible for complying with the laws that apply to your business, including the FTC Funeral Rule, state funeral and cemetery laws, pre-need and trust rules, consumer protection, tax and privacy laws.
• You are the seller of the goods and services on your invoices. You are responsible for your tax settings, registrations, filing and payment of taxes, even when GracePay calculates tax for you.
• You must have the right to give us the information you enter, and the consent required to contact families by email and text. You must honor requests to stop messages.
• You decide whether to offer refunds or credits and are responsible for them, subject to the processor's and lender's rules.

GracePay provides software tools, including templates and disclosures to help with requirements such as the Funeral Rule. These tools are not legal, tax or accounting advice. Have your own advisers review how you use them.

5. Payments, processors and lenders

• Online payments are processed by our payment processor, Client Loop, and its partners. To accept online payments you must agree to the processor's terms, and those terms govern payment processing, settlement, payouts, reserves, refunds, chargebacks and returns.
• Financing is offered by lending partners made available through the processor. Each loan is an agreement between the family member and the lender, under the lender's terms. The lender decides who qualifies.
• GracePay is not a bank or a lender and does not make credit decisions. Payments are processed and settled by the processor, not by GracePay.
• GracePay shows a payment as completed only when the processor reports it. Payout timing depends on the processor and lender, and on the payment method.
• The processor or a lender may decline, hold or reverse a payment. Bank transfers can be returned, and card payments can be disputed, after they first appear successful.
• GracePay may receive compensation from the processor or lending partners in connection with payments made through the Services.

6. Fees

Fees for the Services, if any, are set out in your order form or agreement with GracePay. Payment processing and financing fees are set by the processor and lenders under their terms. Unless your agreement says otherwise, fees do not include taxes, which you are responsible for. We will give you notice before we change fees that apply to you.

7. Families and other payers

If you receive an invoice through GracePay or use a payment page:

• You are paying the funeral home that issued the invoice, not GracePay. Questions about the services, prices or balance should go to the funeral home, whose contact person is shown on the page.
• Payment links are personal. Anyone with the link can view the invoice, so share it only with people you want to have that access.
• If you invite others to pay together, they will see the invoice and the names and email addresses of the people taking part.
• Card and bank payments are subject to the processor's terms. Financing is a separate agreement with the lender.
• You must be authorized to use the payment method you provide.

8. Acceptable use

You may not:

• use the Services to break the law, to defraud anyone, or to collect money that is not owed;
• send messages that are harassing, misleading or not permitted by messaging laws and carrier rules;
• enter information you have no right to share, or card or bank details anywhere other than the processor's payment form;
• access another customer's information, or try to get around access controls, rate limits or security measures;
• probe, scan or test the Services' vulnerabilities without our written permission;
• interfere with the Services, introduce malicious code, or overload our systems; or
• copy, resell or reverse engineer the Services except as the law expressly allows.

9. API and developer use

• Use of the GracePay API is subject to these Terms and to our developer documentation.
• Keep secret keys on your servers; never put them in a browser or mobile app. You are responsible for all activity under your keys.
• Test keys work against our test environment and never move money. Live keys act on real accounts and real money.
• Act only for merchants that have authorized you, and only within the access they gave you.
• Follow rate limits and handle errors, retries and webhooks as the documentation describes.
• We may change, add to or retire parts of the API. We aim to keep changes within a version additive, and to give notice of breaking changes.
• We may suspend keys or access that put customers, families or the Services at risk.

Requesting developer access through our website does not create an account or issue keys. We reply by email.

10. Your data

As between you and GracePay, you own the information you and your users enter into the Services ("Customer Data"). You give GracePay permission to host, copy, process and display Customer Data as needed to provide, secure and support the Services, as your agreement and our Privacy Policy describe. We handle information about families as your service provider.

After your account ends, you may ask us for a copy of your Customer Data within 30 days after it ends. What happens to Customer Data after that, including deletion or de-identification and what must be kept for legal, tax or accounting reasons, is set by your agreement and the retention periods in our Privacy Policy.

11. Intellectual property

GracePay and its licensors own the Services, including the software, design, documentation and trademarks. We grant you a limited, non-exclusive, non-transferable right to use the Services for your business while you follow these Terms. If you send us feedback or ideas, we may use them without obligation to you.

12. Confidentiality

Each party may receive non-public information from the other, such as pricing, business plans, security details and Customer Data. Each party will use the other's confidential information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, already known, received lawfully from someone else, or independently developed. A party may disclose information when the law requires, with notice to the other where allowed.

13. Third-party services

The Services work with services run by other companies, such as our payment processor and its signup form, lending partners, accounting software, case management systems and Google sign-in. Their own terms govern your use of them. We are not responsible for them, and we may be unable to provide features that depend on them if they change or stop.

14. Suspension and termination

You may stop using the Services at any time, subject to your agreement with GracePay. We may suspend or end your access if you break these Terms, if the processor stops supporting your account, if your use creates risk for others, or if the law requires it. Where reasonable, we will give notice first.

Ending your access does not cancel payments already made, refunds or returns in progress, or amounts owed. Sections that by their nature should continue, such as fees owed, your data, confidentiality, disclaimers, limitation of liability and indemnification, survive.

15. Disclaimers

We work to keep the Services available and accurate, but we provide them "as is" and "as available." To the extent the law allows, GracePay disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not promise that the Services will be uninterrupted or error-free, that a payment or financing application will be approved, or that a payout will arrive by a particular time.

16. Limitation of liability

To the extent the law allows, GracePay will not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if we were told they were possible.

GracePay's total liability for all claims relating to the Services will not exceed the greater of the fees you paid GracePay for the Services in the 12 months before the event giving rise to the claim or $100. Some jurisdictions do not allow these limits, so they may not apply to you.

17. Indemnification

If you use the Services for a business, you will defend and indemnify GracePay against third-party claims arising from your invoices, goods and services, your messages to families, your Customer Data, or your breach of these Terms or the law, and pay the resulting losses and reasonable costs.

18. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute will be resolved in the state or federal courts located in Polk County, Iowa, and each party consents to their jurisdiction. Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other.

19. Changes to these Terms

We may update these Terms. We will post the new version here and change the "Last updated" date. If we make a material change, we will tell customers by email or in the app before it takes effect. Continuing to use the Services after the change takes effect means you accept the updated Terms.

20. General

• These Terms, together with any signed agreement and the documents they refer to, are the whole agreement about the Services.
• You may not assign these Terms without our consent. We may assign them in a merger, acquisition or sale of assets.
• If a part of these Terms is unenforceable, the rest stays in effect. Not enforcing a part is not a waiver.
• Neither party is liable for delays caused by events beyond its reasonable control.
• We may send notices to the email address on your account or show them in the app.

21. Contact us

• Email: info@trygracepay.com
• Mail: GracePay, Inc., 204 12th St STE 81199, Des Moines, IA 50309