Parties

This Memorial Spaceflight Service Contract (“Contract”) is made between: Celestis Inc., a Texas corporation, with its mailing address at PO Box 11454, Spring TX 77391 (“Celestis”), and Purchaser (“Purchaser”):

Contract Service & Price

This Contract is for selected Celestis Services only as described in Section 6.1 (Description of Services). This Contract does not offer any funeral goods or services that may be required at the time of death of Beneficiary.

Payment Terms

Total Contract Price due under Contract Service and Price is due in full BY Transfer Date by Purchaser as specified in Section 9.3 (Funds).

Contract Definitions

• Contract Beneficiary (“Beneficiary”) – the deceased person for whom this Contract is purchased and whose Flight Sample is to be launched on a memorial spaceflight.
• Contract Price – the amount contained in the Invoice, which is made a part of this Contract by reference. Distributor – an authorized distributor of Celestis Memorial Spaceflight services.
• Earned Deposit – forty percent (40%) of the service sales price is earned by Celestis and is non-refundable upon payment by Customer, as described in Section 9.3 (Funds).
• Earth Orbit Service – the satellite is said to have orbited Earth when it is launched into space, and it completes at least one full revolution around Earth.
• Earth Rise Service – sub orbital spaceflight where the Celestis Spacecraft reaches a minimum 62 miles (100 kilometers) in altitude (the conventional definition of outer space) and returns to Earth – without having orbited Earth – and where Celestis provides the flown Flight Capsule to the Primary Contact.
• Earth-Moon System – the planet Earth and the Moon, considered as one entity consisting of two planetary bodies bound together by gravity. The Earth-Moon System has a gravitational field that affects the trajectory of physical objects (such as the Spacecraft) traveling through space near the Earth-Moon System. The Spacecraft will have escaped this gravitational field once it travels fast enough and far enough away from the Earth-Moon System such that the Spacecraft will not be drawn back to the system by the force of gravity.
• Exo-Orbital Injection Burn – an orbital maneuver used to place the Spacecraft on a trajectory beyond the Earth-Moon System.
• Flight Sample – a portion of minimum 6 grams or more of cremated remains or DNA substrate, as described in Section 8 (Flight Sample). Other types of Flight Samples include, but are not limited to: MicroSD Card, hair sample, textile, printed media.
• Flight Sample Kit (“Flight Kit”) – container used to deliver the Flight Kit to Celestis as described in Section 8 (Flight Sample).
• Flight Capsule – the individual container with the Beneficiary’s cremated remains or DNA as described in Section 8 (Flight Sample). The Flight Capsule is included into the Spacecraft and later integrated onto the launch vehicle.
• Integration – the placement of Flight Capsule(s) in the Spacecraft. Integration generally occurs significantly in advance to the launch.
• Landing – defined as the Flight Capsules reach the Lunar surface.
• Launch – physical separation of the launch vehicle from the launch pad and the ground support equipment.
• Launch Date – the date upon which a Launch occurs.
• Launch Location – the geographical location where the launch occurs.
• Launch Service Provider (“LSP”) – The company(s) or organization(s) providing the launch vehicle and/or spacecraft used to place the remains into space (hereinafter the “launch services provider(s).”
• Launch Services – the activities related to Celestis acquiring a Launch from an LSP.
• Mission – unique spaceflight event that attempts to deliver the Flight Capsule to the destination according to the description in Section 6 (Services).
• Memorial Spaceflight (Service)– transporting the Flight Capsule into space according to the Service selected in Section 2 (Contract Service and Price.)
• Processing Fees – Celestis charges a processing fee due for all contracts at the time when the contract is signed. The processing fee is used to cover all anticipated financial institution fees charged in association with opening and maintaining an account on behalf of the Purchaser.
• Purchaser – the person who pays for the Celestis Service(s) in this Contract and may be the Primary Contact.
• Primary Contact – the person who signs this Contract, and is the sole contact recognized by Celestis to receive launch updates and to whom the Earth Rise Flight Capsule (if applicable) shall be returned. No personal information will be provided to any other person, without the express written approval of the Primary Contact. The Primary Contact represents to Celestis that the Primary Contact has authority to possess the remains or DNA, and to provide them to Celestis under the terms of this contract.
• Reserve Deposit – Sixty percent (60%) of the contract sales price used to pay the Launch Service Provider advance payments required to secure the Mission(s) involving customer’s Memorial Spaceflight(s), or to fund Launch operations activities, or to return funds to Purchaser pursuant to Section 9.5 (Cancellation).
• Space – defined as at least one hundred (100) kilometers (sixty-two [62] nautical miles) above the Earth’s surface.
• Spacecraft – the primary host of the Flight Capsule(s) for the service(s) selected in Section 2 (Contract Service and Price).
• Transfer – the act of placing a portion of the Flight Sample in a dedicated Flight Capsule.
• Transfer Date – a date by which the Flight Sample Kit must be delivered to Celestis. This date is decided by Celestis, in its sole discretion. The Transfer Date may be changed by Celestis at any time. More than one Transfer Date may be specified by Celestis.

Services

“Services” refers to the activities undertaken by Celestis to acquire Launch Services, and then Integration of the Flight Capsule onto the LSP’s vehicle according to the Services described below.

Description of Services

Earth Rise Service. The Flight Capsule will be launched on the next available Mission, on a Spacecraft with a flight path that reaches Space and returns to Earth. This Service is deemed complete upon the Flight Capsule reaching Space. For an additional fee, the Purchaser may choose from available LSP’s and/or launch location.

Earth Orbit Service. The Flight Capsule will be launched into Earth Orbit on the next available Mission. This Service is deemed complete upon the attainment of one orbit of the Flight Capsule around the Earth. For an additional fee, Purchaser may choose from available LSPs, and/or available launch locations.

Luna Service. The Flight Capsule will be launched to the Moon on the next available Mission. This Service is deemed complete if one of the following criteria is met:

1. Spacecraft enters Lunar orbit. Or,
2. Flight Capsule reaches the Lunar surface.

For an additional fee, Purchaser may choose to guarantee that the Flight Capsule reaches the Lunar surface.

Voyager Service. The Flight Capsule will be launched into deep space, beyond the Earth-Moon system on the next available Mission. This Service is deemed complete upon the Spacecraft’s successful completion of the Exo-Orbital Injection Burn.

Multiple Flight Discount

Should Purchaser desire to provide multiple Services, each additional mission is priced at a 50% reduction for a service of equal or lesser value if the request is made at the time of signing this contract.

Service Components and Features

Service components and features for Earth Rise Service, Earth Orbit Service, Luna Service, and Voyager Service include:

1. The launch of the Flight Capsule according to the terms of the selected Service.
2. The Beneficiary name and a personal message imprinted on a recording medium, for example MicroSD card, and placed
3. inside the Spacecraft.
4. Invitation for family members and friends to attend the memorial service organized by Celestis.
5. Invitation for family members and friends to view the launch in person and attend other events organized by Celestis. Launch attendance is subject to launch site and launch provider approval. In general, launch attendance is available, but can be restricted by circumstances beyond Celestis’ control. See section 6.4 Optional Service Components and Features for additional information.
6. Land/sea scattering near launch site of any un-launched balance of the Flight Sample received and accepted by Celestis.
7. Professional video of the Launch and associated events is available for download.
8. Dedicated virtual memorial of the Beneficiary on the Celestis website.
9. Memorial Spaceflight Certificate attesting to the completion of Service.
10. Mission completion performance assurance. See Section 9.6 (Mission Completion).
11. Commemorative Mission Patch designed uniquely for each Service selected in Section 2 (Contract Service and Price).

Optional Service Components and Features

The following can be purchased at additional cost by contacting Celestis or on the Celestis website:

1. Memorial Spaceflight Plaque with Flight Capsule replica and launch photo, flight patch, and/or flight pin.
2. Framed Memorial Spaceflight Certificate.
3. Launch Attendance ticket that includes transportation to launch viewing site activities where available.
4. Professional video footage of the launch and associated events.
5. If the Service selected in Section 2 (Contract Service and Price) is Earth Rise Service or Earth Orbit Service, the Purchaser can choose a specific LSP from the available list, and/or available launch locations.
6. If the Service selected in Section 2 (Contract Service and Price) is Luna Service, the Purchaser can request that the Flight Capsule reaches the Lunar surface.

No Other Services

Any other services not specified in Description of Services including but not limited to travel to memorial service activities, including the Launch, Launch lodging and meals, are the responsibility of attendees.

Primary Contact Information

The Purchaser is the only representative who can obtain personal information and Launch updates directly from Celestis and agrees to be the primary contact (Primary Contact). The Purchaser agrees to contact and inform Celestis of any changes in the contact information specified in this Contract. It is the responsibility of the Purchaser to inform and forward all information concerning Launch and all other pertaining matters to all other family members and friends. The Purchaser may designate, and/or Celestis may request two additional contacts that can obtain personal information and Launch updates directly from Celestis on behalf of the Purchaser.

Secondary Contact or Tertiary Contact become the Primary Contact if the Purchaser declines to be the Primary Contact, or is unable to act as Primary Contact for any reason, or is unwilling to assist in the delivery of the Services, or cannot be contacted by Celestis after reasonable effort.

Flight Sample

Celestis will provide a Flight Sample Kit (“Flight Kit”)” to Purchaser, specified by Purchaser in writing. The Flight Kit should be used to collect and ship the Flight Kit to Celestis as specified in Section 8.2 (Flight Sample Delivery Method).

Flight Kit Delivery Timeframe

To ensure preparation for spaceflight and Service completion, the Flight Kit must be received by Celestis within 30 days from the Contract Date and no later than 15 days prior to the Transfer Date. Preparation for spaceflight means transferring the Flight Sample into Flight Capsule and later, integrating the Flight Capsule onto the host Spacecraft. If the Flight Kit is not received in the timeframe described above, Celestis may choose to launch a tribute Flight Capsule containing a microSD card with digital information about the participant, in lieu of cremated remains. For example, the microSD card may include the name and any biographical information of the participant already in possession of Celestis. The Integration and Launch of a tribute Flight Capsule will fulfill all Celestis contract obligations. Celestis may choose, at its sole discretion to reschedule the Service for the following similar Mission.

Flight Sample Delivery Method

Purchaser agrees to return the Flight Kit to Celestis by mail, using a mail service that provides a tracking number. If the Flight Kit is mailed from a country other than the US, and contains cremated remains, the Purchaser agrees to ship the Flight Kit using a service that accepts cremated remains. Celestis will be held harmless if the Flight Kit is not delivered to Celestis within the timeframe specified in Flight Kit Delivery Timeframe, irrespective of the reason for delay, including, but not limited to, delays caused by the shipping company, weather, or acts of God. Celestis will be held harmless if the Flight Kit is lost during shipping to Celestis or when the Flight Sample balance (and/or the flown Capsule in the case of the Earth Rise service) is shipped back to Purchaser or designated person.

Handling Flight Kit

Celestis shall store the Flight Kit in a secure location for safekeeping and in preparation for Transfer and Integration.

1. After Integration, under no circumstances can the Flight Capsule be recovered and returned to the Purchaser or designated representative until the Launch occurs or Launch is canceled.
2. After a successful Launch, Celestis shall contract with an authorized service provider to disperse any remaining Flight Sample balance on land/sea, near the launch site if reasonably possible. At the request of the Purchaser, Celestis may return the un-flown Flight Sample balance to the Purchaser or designated representative for an additional fee. The request must be made in writing prior to Launch. The return shipping address must be within the US. International shipping addresses are not accepted.
3. If the contracted Service is Earth Rise, Celestis shall mail the flown-to-space Flight Capsule to the Purchaser, or a Purchaser designated contact.

Contract Specifics

Price Guarantee

Seller shall provide only the Services described herein, subject to receipt of payment of the total amount due, as specified in Section 2 (Contract Service and Price). Seller may not increase the price of any Service to be rendered or delivered to Purchaser for the Flight Sample covered hereunder, regardless of future price increases. This price guarantee applies only to the specific Flight Sample covered under this Contract. Nothing in this paragraph shall be construed to prohibit Celestis from increasing its prices in the future, even if such price increases would apply to Purchaser, so long as they do not apply to the Flight Sample transmitted to Celestis pursuant to the terms hereof.

Severability

If any portion of this Contract is determined to be invalid, void, or unenforceable, the remainder of this Contract shall remain in full force and effect and shall not be impaired or invalidated.

Funds

Total amount due under Section 2 (Contract Service and Price) is due in full by the Transfer Date by Purchaser.

Invoices And Payment

Purchaser shall pay all invoices within 10 calendar days of the invoice date. If Celestis receives payment from the Purchaser more than 10 days after the invoice date, Celestis may impose a late fee of $50.00. If Celestis receives payment from the Purchaser more than 30 days after the invoice date, Celestis may assess a late payment fee equal to one percent (1%) of the unpaid balance for each month, or a portion of the month the balance is unpaid. Late payment fee accrues retroactively from the due date. If the Purchaser has not paid an invoice for more than 120 days, Celestis may, at its discretion, cancel the contract pursuant to Section 9.5.2 (Cancellation by Celestis due to non-payment).

Cancellation

Cancellation By Purchaser

Purchaser may, upon written request to Celestis, cancel this contract under certain limited circumstances, and may be entitled to a refund as follows. Under all circumstances, Processing Fees are nonrefundable.

1. Cancellation by Purchaser within 30 days. If the Purchaser cancels this Contract within 30 days from the Contract Date, Celestis will refund 100% of the service Contract price paid by Purchaser minus Processing Fees.
2. Cancellation by Purchaser due to Integration delay. If the Flight Capsule has not been integrated within 2 years of receipt by Celestis of Flight Sample for Earth Rise Service or Earth Orbit Service, or within 5 years of receipt by Celestis of Flight Sample for Luna Service or Voyager Service, Purchaser shall be entitled to a refund of Reserve Deposit. MAXIMUM CUSTOMER REFUND IS 60% OF SERVICE CONTRACT PRICE IF FULL-SERVICE CONTRACT PRICE WAS PAID MINUS THE FULL PRICE OF ANY SERVICE ALREADY COMPLETED. Cancellation is NOT POSSIBLE once the Flight Capsule has been Integrated into the Spacecraft.
3. Cancellation by Purchaser due to Mission cancellation. If the LSP cancels the Launch, Celestis will secure launch services from an alternative provider. If no such provider is contracted for by Celestis within 180 days of flight cancellation, the Purchaser may cancel the Contract and shall be entitled to a refund of the Reserve Deposit. MAXIMUM CUSTOMER REFUND IS 60% OF SERVICE CONTRACT PRICE IF FULL-SERVICE CONTRACT PRICE WAS PAID.

Cancellation By Celestis Due To Non-payment

If Purchaser is more than 120 days late making a scheduled payment, this Contract may be cancelled by Celestis after:

1. Celestis notifies Purchaser of default.
2. Purchaser has not made all required payments to cure the default within 15 days of the date of notice from Celestis.Celestis may cancel this Contract unless:
3. An extension request has been sent in writing to Celestis and is accepted in writing; or
4. Celestis agrees in writing to another payment arrangement.

Upon cancellation, Celestis shall be released from all obligations both at law and in equity to provide the Services or to repay to Purchaser any funds paid by the Purchaser. Any failure by Celestis to cancel this Contract because of nonpayment on one payment shall not constitute a waiver of any subsequent payment or any subsequent breach of this Contract or any terms, condition, or provision hereof.

Relating To A Contract Not Paid In Full

Celestis is required to deliver the Services only when this Contract is fully paid. If Purchaser does not fully pay for this Contract, Celestis is not obligated to perform the Services. However, Celestis may at its sole discretion offer to deliver a service with a value less than or equal to, the amount actually paid.

Timing, Launch Date and Launch Location

Celestis can estimate, but cannot guarantee, any specific Launch Date or Launch Location. Purchaser acknowledges that Integration Dates and Launch Dates are set by the LSP contracted by Celestis to perform the Service and are outside the control of Celestis. The dates are subject to many factors, including weather, launch site schedules, other payloads, other launches, technical difficulties before and during the launch sequence, and occasional failure of launch vehicles and satellites to achieve the intended destination. Celestis makes no representations or warranties regarding Integration Dates, Launch Dates, or Launch Location including, but not limited to, their timing, firmness, flexibility, or likelihood of changing.

Mission Completion

Mission completion for all Services is certified by relevant service providers. The Service is deemed complete when:

1. Earth Rise Service: The flight sample reaches Space.
2. Earth Orbit Service: The flight sample attains one orbit around the Earth;
3. Luna Service: Spacecraft enters Lunar orbit, or Flight Capsule reaches the Lunar surface;
4. Voyager Service: The Spacecraft successfully completes the Exo-Orbital Injection Burn.

Mission Failure and Re-flight Option

If, after the first launch attempt, the Mission is deemed not to be complete (as described in Section 9.5 (Mission Completion), Celestis will, upon written request of Purchaser, place one additional Flight Capsule on the next scheduled Memorial Spaceflight of a similar Service with available vacant capacity. Only a single re-flight is required for each Service listed in Section 2 Contract Service and Price. Celestis is not required to provide a re-flight unless requested under this section and unless sufficient flight sample is provided by Purchaser, and in either of the foregoing cases, this Contract will be considered complete. In no event will a Mission failure allow a customer to claim a refund.

Limitation Of Remedies; Liquidated Damages

Purchaser agrees that if the Mission fails to complete as defined in Section 9.5 (Mission Completion), determining the amount of damages, if any, will be difficult and impractical, so the liability of Celestis is limited to an amount equal to that actually paid to Celestis pursuant to this Contract, as liquidated damages. Celestis makes no warranty that the Launch of the Flight Sample will take place on any particular date. Celestis makes no warranty that once launched, the Mission will be completed. Celestis makes no warranty that, as applicable (depending upon the Service chosen), there will be: launch vehicle ignition, rocket lift off, Spacecraft attains Space, or that the Spacecraft will remain in orbit for any particular length of time, initiation of the Trans-Lunar injection burn, or that burn will successfully take the Spacecraft to its intended destination, or initiation of the Exo-Orbital Injection Burn. Celestis specifically disclaims any such warranties. UNDER NO CIRCUMSTANCES WILL CELESTIS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) UNDER THIS CONTRACT, EVEN IF CELESTIS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Governing Law, Venue And Jurisdiction

Purchaser acknowledges and agrees that this Contract is performable in Spring, Texas, and that the laws of the state of Texas, without giving effect to its principles of conflicts of law, shall apply to any lawsuit or other proceeding arising out of this Contract on the services described herein other than its choice law provisions. Purchaser also agrees that by signing this Contract (either in paper form or by e-signature on Celestis website or by email), Purchaser is submitting to the exclusive jurisdiction of the courts of the state of Texas for any lawsuit arising out of this Contract or the services provided herein. This Contract, together with the Memorial Spaceflight Documentation and the Flight Kit sampling procedures, contains the entire agreement between Celestis and the Purchaser and cannot be modified except by a written supplement hereto. This Contract shall be binding upon the successors, assigns, beneficiaries, heirs, and legal representatives of the parties hereto.

Disclosures (Please Read Carefully)

1. I certify that, to the best of my knowledge, the cremated remains contained in the Flight Kit are the bona fide and sole cremated remains of the Beneficiary named on this Contract and have not been at any time commingled with any other form of ash or substance.
2. I understand that if I do not provide the Flight Kit within the timeframe specified in Section 8.1 (Flight Kit Delivery Timeframe), the Service will be rescheduled for the following similar Celestis Mission with available capacity.
3. I hereby affirm that I have been well advised and thoroughly informed about the inherent hazards of launching human remains into space by using a launch vehicle. I am aware of the risk of Launch failure. If the launch vehicle flies outside of its flight pattern, a launch official may have the authority to destroy the launch vehicle. If a Launch failure occurs, the remains will not reach the final destination, but rather will be scattered along with the remnants of the launch vehicle over some portion of the flight path.
4. Celestis makes no representations or warranties regarding the final destination, disposition or condition of the Flight Sample. I recognize that even when a Mission is deemed complete under Section 9.5 (Mission Completion), and no Launch failure occurs, it may not achieve its anticipated destination. I recognize that, even when the Spacecraft achieves its intended destination, it will not remain there forever. I recognize that the ultimate outcome of a given spaceflight involves a significant number of variables that are beyond Celestis’ ability to predict or control. Below are some examples of possible ultimate destinations, dispositions, or conditions of the Flight Sample. The following examples are for purposes of illustration, and do not constitute an exhaustive list: (i) in the case of the Earth Rise Service, the Spacecraft may not return to Earth and land intact; in this event, mementos such as the flown-to-space Capsule will not be retrievable; (ii) in the case of the Earth Orbit Service, the orbit will decay, and the Spacecraft will fall back through Earth’s atmosphere and be destroyed; (iii) in the case of the Luna Service, the Spacecraft may orbit the moon rather than landing upon it, or the Flight Sample may continue the Spacecraft to a different destination, including reentering the Earth’s atmosphere; and (iv) in the case of the Voyager Service, the Spacecraft may encounter unanticipated obstructions or collisions and thereby fail to exit the Earth-Moon system.
5. I also recognize that Celestis cannot guarantee any particular Launch Date. The Launch of the Spacecraft can be delayed, even at the last minute, for any number of reasons, including weather, technical difficulties, and acts of God. I also recognize that the government of the United States or other relevant jurisdiction has the authority to decide whether to permit a particular Launch.

Disclaimer

Celestis specifically disclaims all warranties of any type. SPECIFICALLY, without limiting the foregoing, Celestis disclaims any warranty of suitability or fitness for a particular purpose.

Release & Indemnity

I UNDERSTAND AND AGREE THAT THE BENEFICIARIES OF THIS RELEASE (THE “RELEASEES”) ARE (1) CELESTIS INC., A TEXAS CORPORATION, AND ITS OFFICERS, EMPLOYEES, AND AGENTS AND (2) THE LAUNCH SERVICES PROVIDER(S). I HEREBY RELEASE AND DISCHARGE THE RELEASEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND OR CHARACTER, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR BODILY INJURY, MENTAL ANGUISH, OR DAMAGE TO PROPERTY, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES UNDER THIS CONTRACT, WHETHER IN FAVOR OF ME OR ANY FAMILY MEMBER BECAUSE OF BODILY INJURY. I UNDERSTAND THAT THIS RELEASE DOES NOT AFFECT OR WAIVE ANY RIGHTS THAT I POSSESS AS SET FORTH IN THE CONTRACT THAT I HAVE ENTERED INTO CONTEMPORANEOUSLY WITH CELESTIS INC.

I AGREE TO PROTECT, DEFEND, AND INDEMNIFY THE RELEASEES  FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND OR CHARACTER INCLUDING WITHOUT LIMITATION, ANY CLAIM FOR BODILY INJURY, MENTAL ANGUISH, OR DAMAGE TO PROPERTY, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING OUT OF OR IN CONNECTION WITH MY ACTIONS RELATED TO THE SERVICES UNDER THIS CONTRACT, WHETHER IN FAVOR OF ME OR ANY FAMILY MEMBER. I UNDERSTAND THAT THIS RELEASE DOES NOT AFFECT OR WAIVE ANY RIGHTS THAT I POSSESS AS SET FORTH IN THE CONTRACT THAT I HAVE ENTERED INTO CONTEMPORANEOUSLY WITH CELESTIS INC.

I HAVE FULLY INFORMED MYSELF OF THE CONTENTS OF THIS RELEASE BY READING IT BEFORE SIGNING THE CONTRACT.

Non-Disclosure

I understand that Celestis’ ability to provide this service is governed in part by agreements binding Celestis, and that those agreements often include restrictions on publicity. Should media contact me before the flight information is declared official, I AGREE NOT TO BE INTERVIEWED UNTIL SUCH INFORMATION IS APPROVED FOR DISCLOSURE IN WRITING BY CELESTIS INC.