Master Services Agreement

This Master Services Agreement (the "Agreement" or "MSA") is between Barkera Corp., a Florida corporation ("Barkera," "Company," "we," "our," or "us"), and the business or other legal entity identified in the applicable Order Form ("Client," "Customer," "you," or "your"). This Agreement governs technology, website, hosting, design, branding, automation, artificial intelligence, CRM, consulting, implementation, support, migration, and related professional services provided by Barkera Corp. through its Barkera Technologies service line. References to "Barkera Technologies" in the Agreement Documents or related communications mean Barkera Corp. acting through that service line and do not identify a separate contracting party unless a signed Order Form expressly states otherwise.

Client represents that it obtains the Services primarily for business or commercial purposes and not for personal, family, or household use.

1. Contract Structure

1.1 Contracting Party and Service Line

Barkera Corp. is the contracting party, owner of the Barkera Technology Assets, and provider of the Services under this Agreement. Barkera Corp. may market or provide the Services under the Barkera®, Barkera Technologies, or other Barkera service names. Liquid UPC is a separate development partner and authorized service provider of Barkera Corp.; its participation does not make Liquid UPC a contracting party with Client, create an agency or partnership with Client, or give Liquid UPC any ownership interest in Barkera Technology Assets or Deliverables.

1.2 Performance Through Others

Barkera may use its personnel, affiliates, contractors, consultants, hosting providers, platform providers, development partners, including Liquid UPC, and other authorized service providers to perform the Services. Barkera remains responsible for its express obligations under this Agreement, subject to the limitations and exclusions applicable to third-party services and events outside Barkera's reasonable control. Barkera will require each development partner creating work for the Services to assign or otherwise secure for Barkera Corp. the rights necessary for Barkera Corp. to own the Barkera Technology Assets and provide the Deliverables and rights expressly promised to Client, excluding identified Third-Party Services and open-source components.

1.3 Order Forms

Each Order Form, Statement of Work, subscription confirmation, service schedule, renewal document, change order, or similar ordering document accepted by Barkera and Client is incorporated into this Agreement. An "Order Form" may identify selected service categories, high-level objectives, preliminary scope, fees, billing cadence, term, and other commercial terms.

1.4 Preliminary Scope and Later Project Specifications

The scope stated in an Order Form is a preliminary agreement on the Services being purchased. It may identify a service category or intended outcome without stating every project-specific requirement, production step, protocol, dependency, milestone, review stage, revision allowance, technical limitation, acceptance criterion, or delivery procedure.

After discovery, onboarding, or project planning, Barkera may issue or confirm project-specific details in a Statement of Work, service brief, implementation plan, production plan, requirements document, project schedule, written project approval, or similar record (collectively, "Project Specifications"). Project Specifications may define how the preliminary scope will be performed, including workflow, Client inputs, stages, included review or revision rounds, milestones, assumptions, exclusions, dependencies, technical requirements, and acceptance procedures.

Project Specifications do not expand the selected service category, add a new Deliverable, increase fees, or materially change the commercial commitment unless Client approves the change in a written change order or revised Order Form. Client must review Project Specifications promptly. Client's written approval, instruction to proceed, submission of requested project inputs, or continued participation after receipt may evidence acceptance of the Project Specifications.

1.5 Order of Precedence

If documents conflict, the following order controls: (a) an amendment signed by both parties; (b) the applicable Order Form, but only as to its specific business and commercial terms; (c) the applicable Project Specifications, but only as to project-specific process, requirements, and implementation details; (d) this Agreement; and (e) any proposal, estimate, presentation, or other supporting material. An Order Form or Project Specification overrides this Agreement only if it identifies the provision being changed and expressly states the intended override.

1.6 Future Entity Transition

Barkera may assign, delegate, or transition this Agreement or an Order Form to an affiliate, successor, purchaser, or other entity acquiring or assuming the related service line or assets. Any such transition will not materially reduce Client's express rights under the applicable Order Form. Use of the Barkera Technologies service name alone is not an assignment or change of contracting party.

2. Definitions

"Agreement Documents" means this Agreement, each applicable Order Form, approved Project Specifications, Statements of Work, change orders, schedules, exhibits, amendments, and policies expressly incorporated by reference.

"Barkera Technology Assets" means all software, code, scripts, templates, frameworks, design systems, automations, workflows, prompt libraries, AI systems, models, integrations, APIs, infrastructure, configurations, architecture, databases, data structures, methodologies, documentation, training materials, processes, know-how, trade secrets, tools, and reusable components owned or controlled by Barkera Corp.

"Client Content" means text, trademarks, logos, images, video, documents, data, credentials, business information, product information, disclosures, and other materials supplied or approved by Client.

"Client Data" means information submitted, collected, stored, transmitted, processed, generated, or maintained through Client's use of the Services or Hosted Services.

"Confidential Information" means non-public business, technical, financial, strategic, customer, software, operational, research, security, marketing, or proprietary information disclosed by or for a party and marked confidential or reasonably understood to be confidential.

"Deliverables" means work product expressly identified in an Order Form or approved Project Specification for delivery to Client. Deliverables exclude Barkera Technology Assets unless a signed writing expressly states otherwise.

"Hosted Services" means websites, portals, applications, databases, automation environments, CRM environments, communication systems, learning systems, AI-enabled tools, and other technology environments hosted, licensed, managed, or operated by or through Barkera or its providers.

"Services" means the professional, creative, consulting, implementation, support, subscription, hosted, and technology services purchased by Client under an Order Form.

"Third-Party Services" means software, hosting, domains, DNS, registrar, CRM, AI, cloud, payment, analytics, communication, email, SMS, plugins, marketplaces, APIs, and other products or services not owned by Barkera.

3. Services, Scope, and Change Control

3.1 Included Services

Barkera will provide the Services stated in the applicable Order Form, as further detailed by approved Project Specifications in writing.

3.2 Professional Standard

Barkera will perform the Services in a professional and commercially reasonable manner consistent with generally accepted practices for similar services, subject to Client's cooperation, third-party limitations, and the assumptions and dependencies stated in the Agreement Documents.

3.3 No Implied Deliverables

No feature, functionality, integration, revision, support level, migration right, source file, production file, training, backup, documentation, analytics report, data export, or other deliverable is included unless expressly identified in an Order Form or approved Project Specification.

3.4 Changes and Additional Work

A request outside the approved Order Form may require a change order, revised Project Specification, additional fee, new deposit, timeline adjustment, or separate Order Form. Barkera is not required to begin changed or additional work until the applicable terms are approved and any required payment is received.

3.5 Acceptance

Unless an Order Form or Project Specification states otherwise, Client has ten (10) business days after delivery, launch, deployment, access, or availability of a Deliverable to identify in writing any material failure to conform to the approved scope. The notice must describe the claimed nonconformity with reasonable detail. A Deliverable is accepted upon the earliest of Client's written approval, operational use, public release, launch, implementation, payment, or expiration of the review period without a timely written notice. Barkera's obligation for a valid nonconformity is limited to commercially reasonable correction or performance.

3.6 Client Delays and Dormant Projects

Schedules extend for delays caused by Client or Client's designated contacts. Barkera may designate a project dormant after five (5) consecutive days of Client inactivity, missing approvals, missing content, missing credentials, or other Client-caused delay. A dormant project may be suspended, reprioritized, resource allocations, re-estimated, administratively closed, or subject to a reasonable restart fee disclosed before work resumes. Projects listed in the order are allocated resources for a period of 30 days from the engagement kickoff.

4. Client Responsibilities

Client will provide timely cooperation, decisions, approvals, content, credentials, permissions, access, personnel, testing, and accurate information reasonably required to perform the Services. Client will designate an authorized representative whose instructions, approvals, and decisions Barkera may rely on.

Client is responsible for the accuracy, legality, completeness, quality, authorization, and non-infringing nature of Client Content and Client Data. Client remains responsible for laws, professional rules, licenses, disclosures, consents, privacy obligations, marketing obligations, taxes, and industry requirements applicable to Client's business, products, services, communications, customers, users, content, and data.

Client must review, test, verify, and approve websites, workflows, automations, forms, payment flows, CRM systems, communications, integrations, creative materials, and AI-assisted outputs before use or release. Client may not use the services for unlawful, deceptive, infringing, abusive, unsafe, fraudulent, privacy-invasive, security-compromising, or reputationally harmful activity.

4.1 Branding and Creative Services

For branding, naming, logo, design, copy, and other creative services, Client is responsible for final approval. In the case additional revisions are necessary, Client will be notified in writing, and additional fees may occur. In the case Client chooses to delay or deny the Branding Project, Client will be responsible for fees incurred per the order form. Unless a separate written service expressly includes it, Barkera does not provide trademark clearance, legal availability searches, registration advice, or a guarantee that a name, logo, design, slogan, domain, or other creative element is registrable, exclusive, or free from third-party claims. Client should obtain qualified trademark counsel before adopting or investing materially in a brand asset.

5. Third-Party Services, Domains, and Vendors

Services may depend on Third-Party Services, which remain subject to their own terms, pricing, outages, security limitations, data practices, service levels, and restrictions. Unless an Order Form states otherwise, Client is responsible for maintaining, paying for, securing, renewing, and complying with all Third-Party Services used for Client's benefit.

Barkera may recommend vendors, platforms, hosting providers, payment processors, AI providers, CRM systems, communication tools, or other technologies. A recommendation is not a guarantee of performance, legal compliance, business results, suitability, availability, or security. Barkera may receive referral fees, commissions, reseller benefits, partner incentives, discounts, credits, or other compensation from providers. Those arrangements do not create a fiduciary duty or make Barkera responsible for the provider.

Client shall be solely responsible for all fees, charges, costs, and other amounts owed to any third-party engaged in connection with the Services. Any agreement entered into directly between Client and a third-party provider shall be solely between Client and such provider, and Client shall be solely responsible for complying with all terms, payment obligations, commitments, and liabilities arising under such agreement. Barkera shall not be responsible or liable for any third-party fees, contractual obligations, performance, service failures, disputes, cancellations, penalties, or other liabilities arising from or relating to any agreement between Client and a third-party provider.

Client remains the registrant and owner of Client domains and is responsible for renewals and accurate registration records, unless otherwise stated in the Order Form. Barkera may administer DNS, nameservers, email records, security records, and related configurations when authorized.

6. Fees, Invoicing, and Payment

6.1 Fees and Minimum Commitments

Client will pay all fees stated in an Order Form, subscription, invoice, approved change order, or other accepted ordering record. Unless an Order Form expressly states otherwise: (a) fees are based on Services purchased and reserved capacity, not actual use; (b) payment obligations are non-cancelable; (c) fees paid are non-refundable; and (d) purchased quantities, subscriptions, service, and minimum commitments may not be reduced during the applicable term.

If an Order Form states a fixed initial term or minimum commitment, Client is responsible for the full fees for that Order Form term even if Client cancels, stops using, requests suspension of, or otherwise discontinues the Services early, except if Client terminates for Barkera's uncured material breach under Section 14.3 or applicable law requires otherwise.

6.2 Acceptable Payment Methods

Barkera's accepted methods are credit cards and debit cards. Barkera may approve other payment methods in writing. Client must maintain complete and accurate billing information and a valid payment method throughout the term. Client authorizes Barkera and its payment processor to charge all amounts due for the initial term, renewals, approved changes, applicable fees, and taxes according to the Agreement Documents.

6.3 Invoice Timing and Due Dates

Each invoice is due on the due date printed on that invoice. Recurring Services are generally invoiced with payment due on the first (1st) day of the applicable billing period, unless the Order Form or invoice states another date. Development, implementation, creative, consulting, and project Services may be invoiced in advance, by deposit, by milestone, by phase, by approved scope, or as otherwise stated in the Order Form or Project Specifications. Unless an invoice expressly provides a later due date, payment is due upon receipt.

6.4 Failed Payment Grace Period

If an authorized credit card, debit card, ACH, or direct-debit payment fails because of a payment-method issue, Client has through the end of the third (3rd) calendar day after the invoice due date to correct the issue and complete payment. This limited grace period does not change the invoice due date, waive the default, or apply to a chargeback, revoked authorization, intentional nonpayment, or other breach.

6.5 Deliverable Hold

While any undisputed amount owed by Client to Barkera is unpaid, Barkera will not be required to release, publish, transfer, launch, migrate, or provide any Deliverable, source file, production file, credential, export, ownership right, license right, or other work product, even if the item relates to a different invoice, project, or Order Form. A deliverable hold begins when the amount is unpaid and continues until the account is paid in full in cleared funds.

6.6 Nonpayment Timeline and Remedies

Barkera may apply the following remedies without limiting any other right:

Due Date: The invoice is due. Barkera may send a due-date reminder and retry an authorized payment method.

Day 3: The limited payment-method grace period ends. Barkera may send a past-due reminder and require an updated or replacement payment method.

Day 5: Barkera may suspend all Services and access, including project work, consulting, support, maintenance, hosted functionality, and recurring Services. The account remains billable during suspension, and schedules may be extended.

Day 7: Barkera may assess one reasonable administrative fee of up to seventy-five dollars ($75) for the delinquent invoice, plus actual processor or bank charges and any returned-payment charge permitted by law after any required notice.

Day 14: Barkera may deactivate or turn off Hosted Services and other recurring Services. Restoration requires payment in full, account review, technical availability, and payment of any reactivation fee disclosed in Agreements. Restoration is not guaranteed, and Barkera is not responsible for losses caused by an authorized suspension or deactivation.

Day 30: Barkera may terminate the account and affected Order Forms. All earned amounts and all unpaid fees for any agreed fixed term or minimum commitment become immediately due and payable, and Barkera may issue a final invoice for the remaining committed fees.

Suspension, deactivation, or termination does not pause billing or extend the service term.

6.7 Invoice Reminders

Barkera will send invoice reminders to Client's billing contact on the due date and, if the balance remains unpaid, on Day 3, Day 5, Day 7, and Day 14. Reminders are a courtesy. Failure, delay, nonreceipt, filtering, or delivery failure of a reminder does not change the due date, extend a grace period, waive default, or prevent Barkera from exercising a remedy. Client is responsible for maintaining a monitored billing email address and accurate contact information.

6.8 Late Interest and Payment Costs

Beginning after the applicable grace period, Barkera may charge simple interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client is responsible for reasonable collection costs, court costs, collection-agency fees, and attorneys' fees recoverable under this Agreement or applicable law. Any returned-payment remedy requiring statutory notice will be pursued only after the required notice and cure period.

6.9 Good-Faith Invoice Disputes

Client must notify Barkera in writing of a good-faith invoice dispute promptly and, when reasonably possible, before the due date. The notice must identify the disputed amount and provide supporting detail. Client must pay all undisputed amounts on time and cooperate diligently to resolve the dispute. Barkera will not apply suspension or late-payment remedies to the specifically disputed amount while a timely, reasonable, good-faith dispute is being actively resolved, but may act on any unrelated or undisputed default.

6.10 Taxes and No Offset

Fees exclude sales, use, communications, digital services, and similar taxes, duties, and governmental assessments. Client is responsible for taxes associated with its purchases other than taxes based on Barkera's income, property, or employees. Client may not withhold, offset, reduce, or deduct amounts due except for a specific good-faith dispute under Section 6.9 or where required by law.

7. Hosted Services, Support, Backups, and Migration

Unless an Order Form expressly states otherwise, Barkera-hosted websites, portals, applications, automations, CRM environments, AI-enabled systems, and related environments are licensed Hosted Services and are not purchased software or transferred technology assets.

During the applicable term, and provided Client remains current on all payment obligations, Barkera grants Client a limited, revocable, non-exclusive, non-transferable right to access and use the Hosted Services solely for Client’s internal business purposes in accordance with the applicable Order Form. Support, maintenance, monitoring, updates, backups, training, incident response, service levels, and other ongoing services are included only if expressly stated in the applicable Order Form.

Barkera does not warrant or guarantee that the Services will be uninterrupted, error-free, continuously available, vulnerability-free, or compatible with future technologies, platforms, software, or third-party services. Unless expressly stated otherwise in an Order Form, Client is responsible for maintaining a backup, disaster-recovery, and business-continuity strategy appropriate to Client’s operations and risk profile.

7.1 Migration and Transfer Services

Migration, export, transition, or transfer of any Client environment from Barkera-managed or Barkera-designated infrastructure to infrastructure owned, controlled, or designated by Client or a third party constitutes a separate professional service and requires an approved scope of work and payment of all applicable Migration and Transfer Fees.

Expiration, suspension, termination, cancellation, non-renewal, or migration of the Services does not entitle Client to receive Barkera source code, development files, proprietary frameworks, reusable code libraries, templates, automations, prompt libraries, AI systems, software configurations, database architecture or structures, internal documentation, third-party credentials, backup systems, development tools, deployment processes, or any other proprietary Barkera technology, intellectual property, methodologies, or technology assets (“Barkera Technology Assets”), except to the extent any specific item is expressly identified as a Client-owned deliverable in the applicable Order Form.

7.2 Migration and Transfer Fee

If Client requests migration, export, transfer, or transition of any eligible Client digital assets, Client shall pay a Migration and Transfer Fee consisting of (a) a base fee of One Thousand Five Hundred Dollars ($1,500), plus (b) Five Hundred Dollars ($500) for each anniversary of the applicable Order Form Date that occurs on or before the date of Client's migration or transfer request.

For purposes of this Section, "Order Form Date" means the effective date of the Order Form governing the applicable digital assets. If more than one Order Form governs those assets, the earliest applicable Order Form Date controls unless a later signed Order Form expressly replaces it for purposes of this Section.

The parties acknowledge that the Migration and Transfer Fee compensates Barkera for standard administrative, operational, documentation, preparation, transition, and knowledge-transfer requirements associated with a developed environment and is not a penalty for termination, cancellation, or non-renewal.

7.3 Additional Migration Services

Because the exact technical and operational requirements of a future migration may not be known on the Order Form Date, the Migration and Transfer Fee does not include professional services required to perform or facilitate the migration unless expressly included in the applicable Order Form or another signed writing.

In addition to the Migration and Transfer Fee, Client shall pay for professional services actually performed in connection with the migration at the hourly rate specified in the applicable Order Form, as applicable, including technical assistance, data preparation, export services, file conversion, configuration, documentation, testing, troubleshooting, DNS modifications, server configuration, deployment assistance, third-party coordination, credential transition, database preparation, integration changes, and other work reasonably required to complete an effective migration. Additional work remains subject to the change-control requirements in Section 3.4.

Any third-party fees, licenses, hosting costs, software charges, infrastructure costs, domain-related charges, or other expenses associated with the migration shall be Client’s sole responsibility.

7.4 Conditions of Migration

Barkera shall have no obligation to commence or complete migration or transfer services until:

1. The migration scope has been approved by the parties;

2. Client has paid all undisputed amounts then due under the Agreement and applicable Order Forms;

3. The applicable Migration and Transfer Fee has been paid in full prior to the start of the migration;

4. Any required third-party accounts, credentials, licenses, infrastructure, or access have been provided by Client; and

5. Client has reasonably cooperated with Barkera in connection with the migration.

Migration or transfer of Client digital assets does not constitute an assignment, sale, license, or transfer of any Barkera Technology Assets or other Barkera intellectual property except as expressly agreed in writing.

8. Intellectual Property and Ownership

8.1 Barkera Technology Assets

Barkera Corp. retains all right, title, and interest in Barkera Technology Assets, whether created before, during, or after the Services and whether used alone or embedded in Deliverables, Hosted Services, configurations, automations, workflows, creative systems, or technical environments.

8.2 Client Content

Client retains ownership of Client Content. Client grants Barkera and its authorized providers a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, process, transmit, display, host, and store Client Content as reasonably necessary to perform and administer the Services, enforce the Agreement, and comply with law.

8.3 Client-Owned Deliverables

After Barkera receives full payment of all amounts due, Client receives ownership of final Deliverables only if the applicable Order Form expressly identifies them as "Client-Owned Deliverables." Client-Owned Deliverables exclude Barkera Technology Assets, Third-Party Services, third-party materials, open-source components, AI outputs with uncertain or unavailable ownership, and materials identified as licensed rather than assigned.

8.4 Licensed Deliverables and Embedded Assets

If a Deliverable is identified as licensed, hosted, subscription-based, template-based, platform-based, or recurring, Client receives only the access or license rights expressly stated. To the extent Barkera Technology Assets are embedded in a fully paid Client-Owned Deliverable, Barkera grants Client a non-exclusive, perpetual license to use those embedded assets only as part of that Deliverable for Client's internal business and ordinary customer-facing operations. No source code, extraction, resale, sublicensing, or separate exploitation right is granted.

8.5 No Rights Before Full Payment

No ownership, license, usage right, migration right, source file, export, transfer, release, or Deliverable right passes to Client until Barkera receives full payment of all amounts due for the applicable Services and related Order Form.

8.6 Restrictions, Feedback, and Portfolio Use

Client may not reverse engineer, decompile, disassemble, reproduce, resell, sublicense, distribute, scrape, extract, copy, mirror, bypass, create derivative works from, or otherwise exploit Barkera Technology Assets except as expressly authorized in writing.

Barkera may use feedback without restriction or compensation, provided it does not disclose Client Confidential Information. Unless prohibited by an Order Form or confidentiality obligation, Barkera may identify Client as a customer and display non-confidential examples of completed, publicly released work in portfolios, proposals, case studies, presentations, websites, social media, and marketing materials.

9. Data, Privacy, AI, Marketing, and Security

Client retains ownership of Client Data. Client authorizes Barkera and its providers to access, process, transmit, store, maintain, reproduce, and analyze Client Data as reasonably necessary to perform and secure the Services, troubleshoot, generate Client-authorized reports, comply with law, and exercise contractual rights.

Where authorized in an Order Form or permitted by law, Barkera may create and use aggregated or de-identified operational information that does not identify Client as the source. Scientific research, publication, patentable concepts, research datasets, or work involving Barkera Research Corp. requires a separate research-specific agreement or addendum.

Client represents that it has given required notices and obtained required consents, permissions, releases, opt-ins, and legal bases for Barkera to process Client Content and Client Data. Client remains responsible for marketing claims, consent records, opt-outs, suppression lists, privacy disclosures, platform rules, and communication laws for Client-directed marketing, email, SMS, advertising, lead generation, analytics, and tracking.

Barkera may use AI, machine-learning, automation, prompt engineering, and analytics in providing Services. AI-assisted outputs may be inaccurate, incomplete, biased, non-unique, outdated, infringing, or unsuitable. Client is responsible for human review, verification, approval, lawful use, and business decisions. Client must not submit regulated, sensitive, confidential, personal, health, financial, payment-card, credential, trade-secret, or third-party proprietary information to an AI tool through the Services unless expressly authorized with appropriate safeguards.

Barkera will use commercially reasonable administrative, technical, and operational safeguards for information within its control, but does not warrant that Services will prevent every unauthorized access, cyberattack, credential compromise, malware event, data loss, outage, or security incident. Client must promptly report suspected security events. Barkera may suspend access to protect systems, data, Barkera, Client, third parties, or the public.

10. Confidentiality

Each party will protect the other party's Confidential Information using at least the same care it uses for its own similar information and no less than commercially reasonable care. Confidential Information may be used only to perform or administer the Services, manage the relationship, enforce rights, collect amounts owed, comply with law, or carry out authorized activities.

A party may disclose Confidential Information to personnel, contractors, affiliates, attorneys, accountants, advisors, and service providers with a legitimate need to know and appropriate confidentiality obligations. Confidential Information does not include information that becomes public without breach, was lawfully known without restriction, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction.

A party may disclose information required by law or legal process if it gives reasonable advance notice where legally permitted and reasonably cooperates with efforts to limit disclosure. These obligations survive for five (5) years after termination. Trade secrets remain protected for as long as they qualify for protection under applicable law.

11. Warranties and Disclaimers

Barkera warrants that it will perform the Services in a professional and commercially reasonable manner. Client's exclusive remedy for breach of this limited warranty is commercially reasonable correction or re-performance if Client gives written notice within thirty (30) days after the alleged breach.

Barkera does not guarantee revenue, profitability, search ranking, traffic, leads, conversions, efficiency, customer acquisition, business growth, fundraising, valuation, platform approval, regulatory approval, trademark availability, or commercial success. Barkera does not provide legal, tax, accounting, insurance, investment, medical, veterinary, or regulatory advice unless expressly agreed in a separate writing with appropriately qualified professionals.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICES, HOSTED SERVICES, DELIVERABLES, RECOMMENDATIONS, CONFIGURATIONS, AND TECHNOLOGY ENVIRONMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARKERA DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12. Indemnification

Client will defend, indemnify, and hold harmless Barkera, its affiliates, service lines, officers, directors, shareholders, employees, contractors, agents, licensors, successors, and assigns from third-party claims, investigations, liabilities, judgments, damages, losses, settlements, penalties, fines, costs, and reasonable attorneys' fees arising from or relating to: (a) Client Content, Client Data, Client instructions, or Client-approved materials; (b) Client's business, products, services, websites, marketing, communications, privacy practices, or payment processing; (c) Client's violation of law or third-party rights; (d) Client's breach of this Agreement; or (e) Client's negligence, misconduct, or willful acts.

Barkera will defend Client against a third-party claim alleging that a Barkera-created Client-Owned Deliverable, used as authorized and without modification, directly infringes a United States copyright or trademark. Barkera has no obligation to the extent a claim arises from Client Content, Client Data, Third-Party Services, open-source materials, AI outputs, Client or third-party modifications, unauthorized use, combinations not supplied by Barkera, or use outside this Agreement. Barkera may modify or replace the affected item, obtain a right of continued use, or terminate the affected Service and refund any prepaid, unused fee for that item. This paragraph states Barkera's entire obligation for intellectual-property infringement claims.

The indemnified party must give reasonably prompt notice and reasonable cooperation. The indemnifying party may control the defense and settlement, but may not agree to a settlement that imposes an admission, payment, restriction, or non-monetary obligation on the indemnified party without its prior written consent.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARKERA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLIED, OR ENHANCED DAMAGES; LOST PROFITS; LOST REVENUE; LOST DATA; LOST OPPORTUNITIES; BUSINESS INTERRUPTION; DIMINUTION OF VALUE; REPUTATIONAL HARM; OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARKERA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO BARKERA FOR THE SPECIFIC AFFECTED SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF CLIENT PAID NO FEES FOR THE AFFECTED SERVICES DURING THAT PERIOD, THE MAXIMUM AGGREGATE LIABILITY IS ONE HUNDRED DOLLARS ($100).

Barkera is not liable for losses arising from Third-Party Services, provider failures, defects, outages, cyberattacks, compromised credentials, malware, phishing, internet or utility failures, domain expiration, payment processor actions, AI-provider actions, Client-caused delay, or other events outside Barkera's reasonable control. Barkera is not liable for good-faith suspension, restriction, deactivation, takedown, termination, collection activity, security response, or enforcement authorized by this Agreement.

The exclusions and limits in this Section are an essential basis of the parties' bargain and apply regardless of the legal theory, to the maximum extent permitted by law.

14. Term, Renewal, Suspension, and Termination

14.1 Term and Renewal

The applicable project, subscription, change order, monthly fees, hosting, support, consulting, or service term is stated in the Order Form. Renewal terms are controlled by the Order Form. If the Order Form does not state a different renewal structure, recurring Services renew for successive terms equal to the expiring term.

Either party may elect not to renew by giving at least thirty (30) days' written notice before the renewal date of the Order Form's annual term. Non-renewal prevents the next renewal term from starting but does not cancel or reduce obligations for the current term. If applicable law requires a renewal notice or a different cancellation method for a particular Client, Barkera will follow that requirement.

14.2 Suspension

Barkera may suspend all or part of the Services for nonpayment, security concerns, legal concerns, provider restrictions, Client breach, prohibited use, or material operational, financial, reputational, or mission-integrity risk. Suspension does not waive Client's payment obligations or extend the term.

14.3 Termination for Cause

Either party may terminate an affected Order Form if the other party materially breaches this Agreement and fails to cure within fifteen (15) days after written notice. Barkera may act immediately for nonpayment as provided in Section 6, or for unlawful conduct, misuse, security threats, infringement, fraud, or a breach that cannot reasonably be cured.

14.4 Effect of Termination

Termination, expiration, cancellation, suspension, or non-renewal does not eliminate earned fees, minimum commitments, unpaid balances, approved changes, migration fees, administrative or reactivation fees, late interest, collection costs, indemnity obligations, confidentiality obligations, ownership provisions, liability limits, dispute provisions, or other terms that by their nature should survive.

After termination, Barkera may retain websites, backups, databases, configurations, files, and related materials for up to approximately ninety (90) days for operational and legal purposes, and may then delete them without further notice unless an Order Form or law requires otherwise. Client is responsible for obtaining any contractually available export before termination.

15. Dispute Resolution and Florida Law

This Agreement is governed by Florida law, without regard to conflict-of-law rules. Any dispute arising from or relating to this Agreement must be brought exclusively in the state courts located in Broward County, Florida, or the United States District Court with jurisdiction over Broward County, and each party consents to that jurisdiction and venue.

Before filing litigation, the parties will try in good faith for thirty (30) days to resolve the dispute through direct discussions. This requirement does not delay collection activity or a request for emergency, injunctive, or equitable relief. Breach involving Barkera Technology Assets, Confidential Information, trade secrets, credentials, hosted environments, security, or misuse may cause irreparable harm for which monetary damages are inadequate, and Barkera may seek equitable relief.

The prevailing party in an action or proceeding arising from this Agreement is entitled to recover reasonable attorneys' fees, expert-witness fees, court costs, and recoverable litigation expenses. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY.

16. General Provisions

16.1 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, agency, franchise, fiduciary, trustee, or insurer relationship.

16.2 Assignment

Client may not assign this Agreement or an Order Form without Barkera's prior written consent. Barkera may assign this Agreement to an affiliate, successor, purchaser of assets, merger partner, or entity assuming the relevant service line or assets. Use of the Barkera Technologies service name by Barkera Corp. does not constitute an assignment.

16.3 Notices

Legal notices may be delivered by email, certified mail, overnight courier, personal delivery, electronic-signature platform, client portal, or another method stated in an Order Form. Notices to Barkera must be sent to legal@barkera.com unless Barkera designates another address. Billing reminders and routine project communications are not legal notices unless they clearly state otherwise.

16.4 Electronic Transactions

The parties consent to conduct transactions electronically. Electronic signatures, click-through acceptance, electronic approvals, electronic payment authorizations, and electronic records have the same effect as paper records and original signatures to the fullest extent permitted by law. Barkera will make the Agreement available in a form Client can retain.

16.5 Entire Agreement; Amendments

This Agreement and the applicable Agreement Documents are the entire agreement regarding the Services and supersede prior or contemporaneous discussions and understandings on that subject. An amendment must be in writing and accepted by both parties. A waiver must be explicit and applies only to the specific instance stated.

16.6 Severability; Interpretation

If a provision is unenforceable, it will be reformed to the minimum extent necessary to make it enforceable while preserving the intended allocation of risk, and the remaining provisions will remain in effect. Headings are for convenience. "Including" means "including without limitation." This Agreement will not be construed against a party solely because it drafted the text.

16.7 Force Majeure

Except for payment obligations, neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, labor disruption, utility or internet failure, government action, cyberattack, or failure of a critical provider. Deadlines extend for the duration and reasonable recovery period of the event.

16.8 Acceptance and Effective Date

This Agreement becomes effective for Client on the earliest of: (a) the date both parties sign it; (b) Client's signature or electronic acceptance of an Order Form referencing it; (c) Client's click-through acceptance; or (d) Client's payment for or use of Services after receiving access to it. Each Order Form may be executed in counterparts and by electronic signature.