Barkera Tech™ MSA Terms

BARKERA MASTER SERVICES AGREEMENT

Latest Update: 06-14-2026

This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between Barkera Corp., a Florida corporation (“Barkera,” “Company,” “we,” “our,” or “us”), and the individual or entity identified in the applicable Order Form (“Client,” “Customer,” “you,” or “your”).

RECITALS

WHEREAS, Barkera provides website development, website hosting, website maintenance, branding, design services, consulting services, customer relationship management (“CRM”) implementation, business automation services, artificial intelligence services, marketing technology services, finance technology services, communication technology services, print services, payment processing consulting, educational services, and related professional services;

WHEREAS, Client desires to engage Barkera to provide certain Services pursuant to one or more Order Forms, Statements of Work, proposals, subscriptions, or related service documents;

WHEREAS, the parties desire to establish the general terms and conditions governing all Services provided by Barkera;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE 1 – DEFINITIONS

1.1 Agreement

“Agreement” means this Master Services Agreement together with all applicable Order Forms, Statements of Work, amendments, exhibits, schedules, attachments, and incorporated policies.

1.2 Barkera

“Barkera” means Barkera Corp., together with its affiliates, subsidiaries, contractors, employees, agents, licensors, successors, assigns, and authorized representatives.

1.3 Client

“Client” means the individual or legal entity identified in the applicable Order Form.

1.4 Order Form

“Order Form” means Barkera’s commercial ordering document containing a unique Barkera Order ID and describing Services, fees, payment terms, subscriptions, deliverables, service periods, renewal provisions, and other transaction-specific information.

1.5 Statement of Work

“Statement of Work” or “SOW” means a written document describing project scope, assumptions, deliverables, milestones, technical specifications, timelines, responsibilities, and related project requirements.

1.6 Services

“Services” means all consulting, website development, website hosting, website maintenance, branding, design, automation, artificial intelligence, CRM implementation, marketing technology, finance technology, communication technology, educational, print, support, licensing assistance, training, and related professional services provided by Barkera.

1.7 Deliverables

“Deliverables” means work product specifically identified in an Order Form or Statement of Work as being provided to Client.

1.8 Hosted Services

“Hosted Services” means websites, applications, portals, databases, learning systems, communication systems, cloud environments, subscription platforms, software environments, and related technology solutions hosted, managed, licensed, or operated by Barkera or its providers.

1.9 Client Content

“Client Content” means all text, graphics, trademarks, logos, photographs, videos, business information, product information, credentials, documents, and other materials supplied by Client.

1.10 Client Data

“Client Data” means information submitted, collected, transmitted, stored, uploaded, maintained, processed, or generated through Client’s use of Services.

1.11 Third-Party Services

“Third-Party Services” means software, platforms, hosting providers, domain registrars, payment processors, CRM systems, artificial intelligence providers, APIs, plugins, communication systems, cloud providers, and other services not owned by Barkera.

1.12 Confidential Information

“Confidential Information” means all non-public technical, business, financial, customer, strategic, marketing, operational, software, and proprietary information disclosed by either party.

1.13 Intellectual Property

“Intellectual Property” means copyrights, trademarks, service marks, trade secrets, patents, software, source code, automations, workflows, methodologies, designs, templates, frameworks, trade dress, and other proprietary rights.

1.14 Business Day

“Business Day” means any day other than Saturday, Sunday, or a federal holiday observed within the United States.

ARTICLE 2 – ORDER FORMS AND CONTRACT STRUCTURE

2.1 Governing Documents

All Services shall be governed by this Agreement and the applicable Order Form.

2.2 Incorporation by Reference

Each executed Order Form expressly incorporates this Agreement by reference as though fully set forth therein.

Execution of an Order Form constitutes acceptance of this Agreement.

2.3 Unique Barkera Order ID

Each Order Form shall contain a unique Barkera Order ID and shall be deemed incorporated into this Agreement upon execution.

2.4 Continuing Applicability

This Agreement shall govern all current and future Services provided by Barkera unless superseded by a separate written agreement executed by both parties.

2.5 Order of Precedence

In the event of a conflict between documents, the following order shall control:

(a) Executed Order Form;

(b) Executed Statement of Work;

(d) Supporting proposal, estimate, or quotation.

2.6 Order Form Overrides

An Order Form may modify a provision of this Agreement only where the Order Form specifically identifies the provision being modified and expressly states the intent to override such provision.

2.7 No Reliance on Verbal Statements

Client acknowledges that verbal statements, demonstrations, proposals, recommendations, estimates, or discussions shall not modify this Agreement unless confirmed in writing.

2.8 Authority

Each individual executing an Order Form, amendment, Statement of Work, or related document represents and warrants that he or she possesses authority to bind the applicable party.

2.9 Electronic Signatures

Electronic signatures, electronic approvals, electronic acknowledgements, electronic communications, click-through approvals, and records maintained through Barkera’s electronic signature platform shall have the same force and effect as original signatures.

2.10 Electronic Records

Client agrees that Barkera may maintain electronic copies of agreements, invoices, notices, payment authorizations, communications, approvals, and related records and that such records shall be admissible to the fullest extent permitted by law.

ARTICLE 3 – CLIENT RESPONSIBILITIES

3.1 Cooperation

Client shall provide timely cooperation, information, approvals, credentials, access, content, personnel, and assistance necessary for Barkera to perform the Services.

3.2 Authorized Representative

Client shall designate one or more representatives authorized to provide instructions, approvals, feedback, and decisions.

3.3 Timely Responses

Client shall respond promptly to requests for approvals, testing, content, credentials, feedback, and related project matters.

Project schedules shall automatically extend for delays caused by Client.

3.4 Client Content

Client shall be solely responsible for all content, logos, trademarks, images, videos, disclosures, pricing information, and related materials supplied to Barkera.

3.5 Accuracy of Information

Client warrants that information supplied to Barkera is accurate, complete, lawful, and authorized for use.

3.6 Credentials and Access

Client shall provide all necessary credentials, permissions, software access, domain access, hosting access, administrative access, and authorizations necessary for Barkera to perform Services.

3.7 Testing and Verification

Client shall review, test, verify, and approve websites, applications, automations, integrations, CRM systems, forms, communications systems, and Deliverables before deployment.

3.8 Compliance Responsibilities

Client remains solely responsible for compliance with all laws applicable to Client’s business.

Barkera does not provide legal, tax, accounting, insurance, medical, veterinary, regulatory, or compliance advice unless expressly agreed in writing.

3.9 Client Delays

Barkera shall not be responsible for delays caused by Client’s failure to provide information, content, approvals, credentials, testing, access, or cooperation.

3.10 Dormant Projects

A project may be designated dormant if Client fails to provide required content, approvals, credentials, testing, feedback, or cooperation for sixty (60) consecutive days.

Dormant projects may be suspended, reprioritized, re-estimated, administratively closed, or subject to additional fees.

3.11 Acceptance

Unless otherwise stated in an Order Form, Client shall have ten (10) Business Days following delivery to identify material deficiencies.

Deliverables shall be deemed accepted upon written approval, deployment, launch, implementation into business operations, public release, or expiration of the review period without written objection.

ARTICLE 4 – THIRD-PARTY TECHNOLOGY, SOFTWARE, DOMAINS, DNS MANAGEMENT, VENDORS, AND REFERRAL SERVICES

4.1 Third-Party Services

Many Services involve Third-Party Services owned and operated by independent providers.

4.2 Independent Providers

Third-Party Services remain the property and responsibility of their respective owners and licensors.

4.3 Separate Agreements

Client may be required to accept separate agreements, privacy policies, acceptable use policies, software licenses, subscription agreements, or other contractual obligations imposed by Third-Party providers.

4.4 Third-Party Fees

Unless expressly stated otherwise, Client shall be responsible for all Third-Party subscription fees, licensing fees, hosting fees, domain fees, payment processing fees, renewal fees, and related charges.

4.5 Technology Recommendations

Barkera may recommend technologies, software providers, hosting providers, payment processors, communication systems, CRM systems, artificial intelligence platforms, or other vendors.

Such recommendations are provided for informational purposes and shall not constitute a guarantee of performance, suitability, legal compliance, profitability, or business outcomes.

4.6 Strategic Technology Partners

Barkera may provide support, implementation, configuration, consulting, reseller services, training, licensing assistance, or related services involving providers such as Zoho, Beealigned, and other strategic partners.

All software, hosting, infrastructure, licensing rights, and intellectual property remain the property of the applicable provider.

4.7 Domain Ownership

Client shall remain the registrant and owner of any domain purchased by or on behalf of Client unless otherwise expressly stated in a signed Order Form.

4.8 Domain Renewal Responsibility

Client shall remain solely responsible for domain registration fees, renewal fees, registrar fees, ownership information, and maintaining accurate registrar records.

4.9 DNS Management

Where authorized by Client, Barkera may administer DNS records, nameserver settings, website records, email records, verification records, security records, and related technical configurations.

4.10 Domain Expiration

Client acknowledges that failure to renew a domain may result in expiration, suspension, transfer restrictions, redemption fees, or permanent loss of ownership.

Barkera shall have no liability arising from such events.

4.11 Renewal Notifications

Although Barkera may attempt to notify Client of known renewal issues, Barkera shall have no obligation to monitor domain expiration dates or guarantee renewal of any domain.

4.12 Domain Transition

Upon termination of Services, Barkera shall reasonably cooperate in transitioning DNS administration provided Client satisfies all outstanding payment obligations and complies with applicable transition procedures.

4.13 Referral Relationships

Barkera may receive referral fees, commissions, reseller benefits, partnership incentives, discounts, credits, or other compensation from certain Third-Party providers.

Such relationships shall not create liability, fiduciary duties, warranties, or agency relationships.

4.14 No Warranty

BARKERA MAKES NO WARRANTY REGARDING ANY THIRD-PARTY SERVICE, SOFTWARE, LICENSE, DOMAIN REGISTRATION, HOSTING ENVIRONMENT, PAYMENT PROCESSOR, CRM SYSTEM, AI PLATFORM, OR TECHNOLOGY PROVIDER.

ARTICLE 5 – FEES, BILLING, PAYMENT AUTHORIZATION, LATE FEES, SUSPENSION, COLLECTIONS, AND REACTIVATION

5.1 Fees

Client shall pay all fees, charges, subscriptions, recurring service fees, project fees, implementation fees, consulting fees, support fees, maintenance fees, hosting fees, migration fees, administrative fees, and other amounts identified in the applicable Order Form.

5.2 Due Upon Receipt

Unless otherwise expressly stated in an applicable Order Form, all invoices are due upon receipt.

5.3 Payment Authorization

Client authorizes Barkera to charge any approved payment method, including credit card, debit card, ACH account, electronic payment account, or other payment method authorized by Client, for all amounts due under this Agreement.

Client shall maintain a valid payment method on file for recurring Services unless otherwise approved by Barkera.

5.4 Failed Payments

If any payment is declined, rejected, returned, disputed, reversed, or otherwise unsuccessful, Client shall immediately provide an alternative payment method and remain responsible for all amounts due.

5.5 Payment Notifications

As a courtesy, Barkera may provide payment reminders or notices including, without limitation:

(a) approximately three (3) days after non-payment;

(b) approximately five (5) days after non-payment; and

Failure to receive a notice shall not excuse Client’s payment obligations.

5.6 Suspension for Non-Payment

If payment remains outstanding, Barkera may suspend Services beginning approximately fourteen (14) days following the due date.

Suspension may include disabling access to websites, Hosted Services, software systems, CRM systems, support services, maintenance services, communication systems, applications, portals, or related Services.

5.7 Temporary Service Takedown

If payment remains outstanding for approximately thirty (30) days following the due date, Barkera may temporarily disable, deactivate, remove, restrict access to, or otherwise suspend Hosted Services and related technology environments.

5.8 Termination and Collections Review

If payment remains outstanding for approximately sixty (60) days following the due date, Barkera may:

(a) terminate applicable Services;

(b) permanently disable Hosted Services;

(d) refer the account to collections;

(e) pursue legal remedies; and

(f) exercise any other rights available under this Agreement or applicable law.

5.9 Late Fees

To the fullest extent permitted by law, overdue balances may accrue late fees, finance charges, interest, or administrative charges as identified in the applicable Order Form.

5.10 Administrative Fees

Administrative fees arising from collection activities, account reinstatement, payment disputes, account research, migration preparation, special billing requests, payment recovery efforts, or related administrative matters shall be billed at the hourly rates identified in the applicable Order Form.

5.11 Chargebacks and Payment Disputes

Client shall not initiate chargebacks, payment reversals, or payment disputes for Services that have been delivered, performed, approved, accepted, deployed, launched, implemented, or otherwise provided pursuant to this Agreement.

Client remains responsible for all amounts due pending resolution of any dispute.

5.12 Collection Costs

Client shall reimburse Barkera for all reasonable attorneys’ fees, court costs, collection costs, collection agency fees, expert witness fees, administrative costs, and related expenses incurred in collecting amounts owed.

5.13 Reactivation

Reactivation of suspended Services shall be subject to:

(a) payment of outstanding balances;

(b) payment of late fees;

(d) payment of reactivation fees; and

(e) Barkera’s determination that reactivation is commercially reasonable.

5.14 No Offset

Client shall not withhold, offset, deduct, reduce, or delay payments due under this Agreement based upon disputes, complaints, claims, alleged deficiencies, or other matters unless required by law.

5.15 Taxes

Client shall be responsible for all taxes, duties, assessments, governmental charges, and similar obligations arising from Services provided under this Agreement, excluding taxes imposed upon Barkera’s income.

ARTICLE 6 – WEBSITE DEVELOPMENT, HOSTED SERVICES, WEBSITE LICENSING, TECHNOLOGY IMPLEMENTATION, ACCEPTANCE, CHANGE ORDERS, AND MIGRATION

6.1 Scope of Services

Barkera may provide website development, website hosting, website maintenance, CRM implementation, automation services, marketing technologies, finance technologies, communication technologies, artificial intelligence services, consulting services, and related technology solutions.

6.2 Hosted Website Model

Unless expressly stated otherwise in a signed Order Form, websites hosted by Barkera are provided as licensed Hosted Services and not as purchased software products.

6.3 Website Licensing

During the applicable service term and while all amounts due remain paid, Barkera grants Client a limited, non-exclusive, revocable, non-transferable license to utilize the Hosted Website and related Hosted Services.

6.4 Ownership of Hosted Environment

Client acknowledges that Barkera may utilize proprietary frameworks, templates, automations, workflows, methodologies, integrations, hosting environments, software configurations, and related technologies in connection with Hosted Services.

Such assets remain the exclusive property of Barkera.

6.5 Technology Implementations

Many Services involve implementation, configuration, customization, integration, support, training, consulting, or management of Third-Party technologies.

Unless expressly stated otherwise, Barkera does not own or control such Third-Party technologies.

6.6 Change Orders

Work requested beyond the scope of an Order Form, Statement of Work, maintenance plan, support plan, subscription, or approved estimate may require a Change Order and additional fees.

6.7 Acceptance

Client shall review Deliverables promptly and provide written notice of material deficiencies within the review period identified in this Agreement or the applicable Order Form.

Operational use, launch, implementation, deployment, public release, or failure to object within the review period shall constitute acceptance.

6.8 Maintenance and Support

Maintenance and support services are provided only to the extent expressly identified in the applicable Order Form.

6.9 Third-Party Technology Support

Support involving Third-Party technologies may be limited by licensing restrictions, provider policies, service availability, operational limitations, support terms, and provider-imposed requirements.

6.10 Client Hosted Technologies

Where Client purchases Third-Party technologies directly, including CRM systems, marketing systems, finance systems, communication platforms, software subscriptions, artificial intelligence services, or related technologies, Barkera’s role shall be limited to implementation, consulting, configuration, training, support, or related services expressly identified in the applicable Order Form.

6.11 Migration Eligibility

Client may request migration of a Hosted Website only if Client:

(a) completes the applicable service term;

(b) is current on all payment obligations;

(d) provides required non-renewal notice; and

(e) complies with Barkera migration procedures.

6.12 Migration Fees

Migration services are separate professional services.

Migration fees shall be the greater of:

(a) One Thousand Five Hundred Dollars ($1,500.00); or

(b) Barkera’s then-current migration fee determined based upon the commercial value, complexity, functionality, integrations, automations, lead-generation capabilities, custom development, infrastructure requirements, replacement cost, transition effort, and overall value of the Hosted Service.

6.13 Migration Proposal

Prior to commencement of migration services, Barkera shall provide a written migration proposal identifying applicable fees, assumptions, requirements, responsibilities, limitations, and migration scope.

6.14 Approved Hosting Environment

Client shall purchase and maintain approved hosting services for the migration environment.

Migration environments may include Beealigned-hosted services or other hosting environments approved by Barkera.

6.15 Access Requirements

Client shall provide all credentials, registrar access, domain access, DNS access, hosting access, administrative permissions, and related authorizations necessary to complete migration services.

6.16 No Automatic Transfer Rights

Expiration, termination, cancellation, suspension, or non-renewal shall not automatically entitle Client to receive source code, development files, proprietary frameworks, proprietary automations, proprietary templates, proprietary software, migration services, transition services, databases, backups, or related proprietary assets.

6.17 Dormant Projects

Projects may be designated dormant following sixty (60) consecutive days of Client inactivity.

Dormant projects may be suspended, reprioritized, administratively closed, re-estimated, or subject to additional fees.

6.18 Continuity of Services

Barkera does not guarantee uninterrupted availability of websites, Hosted Services, automations, integrations, CRM systems, communication systems, finance systems, applications, portals, or Third-Party technologies.

ARTICLE 7 – INTELLECTUAL PROPERTY, COPYRIGHTS, TRADEMARKS, SOFTWARE LICENSING, AND OWNERSHIP RIGHTS

7.1 Ownership of Client Content

Client retains ownership of Client Content supplied to Barkera.

7.2 License to Client Content

Client grants Barkera a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, display, transmit, process, and store Client Content solely as reasonably necessary to perform the Services.

7.3 Barkera Intellectual Property

Barkera retains all right, title, and interest in and to its software, source code, frameworks, templates, automations, workflows, methodologies, systems, integrations, AI systems, prompt libraries, training materials, educational materials, trade secrets, and related intellectual property.

7.4 Pre-Existing Materials

Any materials developed, owned, licensed, acquired, or utilized by Barkera prior to an engagement remain the exclusive property of Barkera.

7.5 Deliverables

Subject to full payment of all amounts due, Client shall receive ownership of final Deliverables expressly identified as Client-owned Deliverables within an applicable Order Form.

7.6 No Transfer Prior to Full Payment

No ownership rights, licenses, deliverables, website rights, migration rights, transition rights, source files, or usage rights shall transfer until all amounts due have been paid in full.

7.7 Third-Party Software

All Third-Party software, APIs, CRM systems, hosting technologies, communication systems, plugins, artificial intelligence systems, payment systems, and related technologies remain the property of their respective owners.

7.8 Artificial Intelligence

Barkera may utilize artificial intelligence tools, machine learning technologies, automation systems, and related technologies in connection with the Services.

Client acknowledges that AI-generated outputs may contain inaccuracies, omissions, non-unique content, or undesirable results.

7.9 Trademarks

“Barkera,” “Elevated Pet Owner,” and all related logos, branding elements, educational materials, service marks, and trademarks remain the exclusive property of Barkera or its licensors.

7.10 Restrictions

Client shall not directly or indirectly:

(a) reverse engineer;

(b) decompile;

(d) reproduce;

(e) distribute;

(f) sublicense;

(g) create derivative works from; or

(h) otherwise exploit Barkera Intellectual Property,

except as expressly authorized in writing.

7.11 Feedback

Any suggestions, recommendations, enhancement requests, comments, ideas, or feedback provided by Client may be utilized by Barkera without restriction and without compensation.

7.12 Portfolio Rights

Unless prohibited by a written confidentiality agreement, Barkera may identify Client as a customer and may display non-confidential examples of completed work in websites, proposals, case studies, presentations, social media, marketing materials, and portfolios.

7.13 Reservation of Rights

All rights not expressly granted under this Agreement are reserved by Barkera and its licensors.

ARTICLE 8 – CONFIDENTIALITY, DATA PROTECTION, CLIENT DATA, PRIVACY, SECURITY, RESEARCH, AND AUTHORIZED DATA USE

8.1 Confidential Information

Each party agrees to protect the Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but no less than a commercially reasonable standard of care.

8.2 Permitted Use

Confidential Information may be used solely for purposes of:

(a) performing Services;

(b) administering Services;

(d) collecting amounts owed;

(e) complying with legal obligations; and

(f) carrying out activities authorized under this Agreement.

8.3 Permitted Disclosure

Confidential Information may be disclosed to employees, contractors, consultants, accountants, attorneys, technology providers, advisors, licensors, and service providers with a legitimate business need to know such information.

8.4 Exclusions

Confidential Information shall not include information that:

(a) becomes publicly available through no fault of the receiving party;

(b) was lawfully known prior to disclosure;

(d) is lawfully obtained from a third party without restriction.

8.5 Compelled Disclosure

A party may disclose Confidential Information where required by law, court order, governmental authority, subpoena, or legal process.

8.6 Client Data Ownership

Client retains ownership of Client Data.

8.7 Limited Data Rights

Client grants Barkera a non-exclusive right to access, process, transmit, store, utilize, reproduce, and maintain Client Data solely as reasonably necessary to perform Services, administer technology environments, and exercise rights under this Agreement.

8.8 Research and Analytics Programs

Barkera may operate educational, analytical, benchmarking, research, artificial intelligence, business intelligence, market research, and industry study programs.

Participation shall occur only where expressly authorized within the applicable Order Form.

8.9 Authorized Data Collection

Where authorized in an applicable Order Form, Barkera may collect, aggregate, analyze, process, store, utilize, and derive insights from information submitted through:

(a) websites;

(b) forms;

(d) surveys;

(e) educational platforms;

(f) directories;

(g) breeder programs;

(h) memberships;

(i) lead generation systems; and

(j) related technologies.

8.10 Authorized Marketing Activities

Where expressly authorized in an applicable Order Form, Barkera may communicate with individuals who voluntarily submit information through Barkera-supported systems regarding:

(a) Barkera products;

(b) Barkera services;

(d) memberships;

(e) technologies;

(f) events;

(g) programs; and

(h) related offerings.

8.11 Aggregated Information

Barkera may utilize aggregated, anonymized, de-identified, benchmark, trend, analytical, derivative, and statistical information generated through authorized activities.

8.12 Ownership of Research Assets

All aggregated, anonymized, benchmark, statistical, derivative, analytical, and research data generated by Barkera shall remain the exclusive property of Barkera.

8.13 Client Consents

Client represents and warrants that it has obtained all notices, disclosures, authorizations, permissions, and consents necessary to support activities authorized under this Agreement.

8.14 Privacy Compliance

Client remains solely responsible for compliance with all privacy laws, communication laws, marketing laws, consumer protection laws, data collection laws, and related legal requirements applicable to Client’s business.

8.15 Security Measures

Barkera shall utilize commercially reasonable administrative, technical, and operational safeguards designed to protect information within its possession.

8.16 No Security Warranty

BARKERA DOES NOT WARRANT OR GUARANTEE:

(a) cybersecurity;

(b) prevention of unauthorized access;

(d) prevention of malware;

(e) prevention of ransomware;

(f) prevention of service interruptions;

(g) compliance with cybersecurity frameworks; or

(h) protection against all security incidents.

8.17 Third-Party Technology Risks

Barkera shall not be responsible for privacy incidents, breaches, account compromises, outages, service interruptions, or security events arising from Third-Party Services.

8.18 Backups

Unless expressly stated in an applicable Order Form, Barkera shall have no obligation to maintain backups of Client Data.

8.19 Retention and Deletion

Following termination of Services, Barkera may retain websites, databases, backups, files, communications, configurations, and related materials for approximately ninety (90) days.

Thereafter, Barkera may permanently delete such materials without further notice.

8.20 Survival

The provisions of this Article shall survive termination for a period of five (5) years, except trade secrets, which shall remain protected for as long as permitted by applicable law.

ARTICLE 9 – WARRANTIES, DISCLAIMERS, TECHNOLOGY LIMITATIONS, INSURANCE, AI SERVICES, AND NO GUARANTEE OF RESULTS

9.1 Professional Services Warranty

Barkera warrants that Services shall be performed in a professional and commercially reasonable manner consistent with generally accepted industry standards.

9.2 Technology Limitations

Client acknowledges that technology environments are inherently subject to:

(a) outages;

(b) failures;

(d) interruptions;

(e) vulnerabilities;

(f) software defects;

(g) Third-Party dependencies; and

(h) operational limitations.

9.3 No Guarantee of Results

Barkera does not guarantee:

(a) revenue increases;

(b) profitability;

(d) lead generation;

(e) business growth;

(f) operational efficiencies;

(g) return on investment; or

(h) business success.

9.4 No Marketing Guarantee

Barkera does not guarantee:

(a) search rankings;

(b) advertising performance;

(d) website traffic;

(e) lead generation;

(f) conversion rates; or

(g) marketing results.

9.5 No Availability Warranty

Barkera does not warrant uninterrupted, error-free, continuously available, future-compatible, or defect-free Services.

9.6 Third-Party Disclaimer

All Third-Party Services are provided subject to the terms, limitations, service levels, policies, and restrictions imposed by their respective providers.

9.7 Artificial Intelligence Disclaimer

Artificial intelligence systems may produce inaccurate, incomplete, biased, misleading, non-unique, outdated, or undesirable outputs.

Client remains solely responsible for reviewing, verifying, approving, and utilizing all AI-assisted outputs.

9.8 Professional Advice Disclaimer

Barkera does not provide:

(a) legal advice;

(b) tax advice;

(d) insurance advice;

(e) financial advice;

(f) investment advice;

(g) medical advice;

(h) veterinary advice;

(i) regulatory advice; or

(j) compliance advice.

9.9 Client Insurance Responsibilities

Client acknowledges that Barkera is not an insurer and does not provide insurance coverage for Client’s business, operations, customers, systems, websites, technologies, communications, revenue, or risks.

Client shall be solely responsible for determining and maintaining any insurance coverage it deems appropriate, including:

(a) General Liability Insurance;

(b) Cyber Liability Insurance;

(d) Professional Liability Insurance;

(e) Technology Errors and Omissions Insurance;

(f) Commercial Property Insurance;

(g) Employment Practices Insurance;

(h) Directors and Officers Insurance; and

(i) any other insurance applicable to Client’s business.

9.10 No Fiduciary Relationship

Nothing contained in this Agreement shall create:

(a) a fiduciary relationship;

(b) a trustee relationship;

(d) an investment advisory relationship;

(e) a legal advisory relationship;

(f) an agency relationship; or

(g) any special duty owed by Barkera to Client.

9.11 As-Is Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

9.12 Exclusive Remedy

Client’s exclusive remedy for breach of Section 9.1 shall be re-performance of the affected Services.

ARTICLE 10 – LIMITATION OF LIABILITY

10.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARKERA SHALL NOT BE LIABLE FOR:

(a) INDIRECT DAMAGES;

(b) INCIDENTAL DAMAGES;

(d) SPECIAL DAMAGES;

(e) EXEMPLARY DAMAGES;

(f) PUNITIVE DAMAGES;

(g) LOST PROFITS;

(h) LOST REVENUE;

(i) LOST DATA;

(j) LOST BUSINESS OPPORTUNITIES;

(k) BUSINESS INTERRUPTION LOSSES; OR

(l) DIMINUTION OF VALUE.

10.2 Third-Party Services

Barkera shall have no liability arising from:

(a) Third-Party Services;

(b) software vendors;

(d) domain registrars;

(e) payment processors;

(f) CRM systems;

(g) artificial intelligence providers;

(h) cloud providers; or

(i) communication systems.

10.3 Security Events

Barkera shall not be liable for cyberattacks, hacking incidents, malware events, ransomware incidents, phishing attacks, credential theft, unauthorized access, or related cybersecurity events.

10.4 Data Loss

Barkera shall not be liable for loss of data, corruption of data, deletion of data, or inability to recover data.

10.5 Technology Failures

Barkera shall not be liable for outages, interruptions, incompatibilities, software defects, bugs, provider failures, internet failures, utility failures, or similar events.

10.6 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARKERA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO BARKERA BY CLIENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.7 No-Fee Engagements

If no fees have been paid to Barkera during the applicable twelve (12) month period, Barkera’s maximum aggregate liability shall not exceed One Hundred Dollars ($100.00).

10.8 Suspension and Termination Protection

Barkera shall not be liable for damages arising from lawful suspension, termination, deactivation, takedown, restriction, collection activities, or enforcement actions authorized under this Agreement.

10.9 Exclusive Remedies

The remedies expressly provided under this Agreement shall constitute Client’s exclusive remedies.

10.10 Basis of Bargain

The parties acknowledge that the limitations contained in this Article form an essential basis of the bargain and that fees charged by Barkera reflect these limitations.

10.11 Survival

The provisions of this Article shall survive expiration or termination of this Agreement.

ARTICLE 11 – INDEMNIFICATION

11.1 Client Indemnification

Client shall defend, indemnify, and hold harmless Barkera, its affiliates, officers, directors, shareholders, employees, contractors, agents, licensors, successors, and assigns from and against any and all claims, demands, actions, investigations, proceedings, liabilities, judgments, damages, losses, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

(a) Client Content;

(b) Client Data;

(d) Client’s products or services;

(e) Client’s websites;

(f) Client’s marketing activities;

(g) Client’s advertising activities;

(h) Client’s communications;

(i) Client’s payment processing activities;

(j) Client’s privacy practices;

(k) Client’s regulatory compliance obligations;

(l) Client’s violation of law;

(m) Client’s breach of this Agreement; or

(n) Client’s negligence, misconduct, or willful acts.

11.2 Intellectual Property Claims Related to Client Content

Client shall indemnify Barkera against claims alleging that Client Content infringes, misappropriates, violates, or otherwise conflicts with the rights of any third party.

11.3 Privacy and Marketing Claims

Client shall indemnify Barkera against claims arising from:

(a) data collection activities;

(b) marketing communications;

(d) email communications;

(e) privacy notices;

(f) consent requirements; or

(g) consumer protection laws,

to the extent such activities are directed, authorized, approved, or controlled by Client.

11.4 Payment Processing Claims

Client shall indemnify Barkera against claims, disputes, chargebacks, regulatory actions, penalties, fines, assessments, reserve requirements, or investigations relating to Client’s payment processing activities.

11.5 Barkera Limited Intellectual Property Indemnity

Barkera shall defend Client against third-party claims alleging that Barkera-created Deliverables, when used as authorized under this Agreement, directly infringe a United States copyright or trademark.

Barkera shall have no obligation under this Section if the claim arises from:

(a) Client Content;

(b) modifications made by Client or third parties;

(d) combinations not supplied by Barkera;

(e) unauthorized use; or

(f) use outside the scope of this Agreement.

11.6 Indemnification Procedures

The indemnified party shall provide reasonably prompt notice of any claim.

The indemnifying party shall control the defense and settlement of the claim, provided no settlement imposes liability or obligations upon the indemnified party without its consent.

11.7 Exclusive Remedy

This Article constitutes the parties’ exclusive indemnification obligations under this Agreement.

ARTICLE 12 – SUSPENSION, TERMINATION, RENEWALS, EFFECT OF TERMINATION, AND SURVIVING OBLIGATIONS

12.1 Service Terms

The applicable service term, subscription term, hosting term, maintenance term, support term, consulting term, or project term shall be identified in the applicable Order Form.

12.2 Month-to-Month Renewals

Unless otherwise stated in an applicable Order Form, recurring Services shall automatically renew on a month-to-month basis.

12.3 Non-Renewal Notice

Either party may elect not to renew recurring Services by providing at least thirty (30) days prior written notice before the next billing cycle.

12.4 Cancellation Does Not Eliminate Payment Obligations

Cancellation, suspension, expiration, non-renewal, or termination shall not eliminate, reduce, offset, waive, or otherwise affect:

(a) earned fees;

(b) outstanding balances;

(d) migration fees;

(e) administrative fees;

(f) late fees;

(g) collection costs; or

(h) other amounts owed to Barkera.

12.5 Suspension Rights

Barkera may suspend Services if:

(a) payment is overdue;

(b) Client breaches this Agreement;

(d) security concerns exist;

(e) legal concerns exist;

(f) a Third-Party provider restricts Services;

(g) Client engages in abusive conduct; or

(h) continued service creates risk to Barkera.

12.6 Effect of Suspension

During suspension, Barkera may:

(a) disable websites;

(b) disable Hosted Services;

(d) suspend maintenance;

(e) restrict access; and

(f) discontinue administrative access.

Client’s payment obligations shall continue during suspension.

12.7 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches the Agreement and fails to cure such breach within fifteen (15) days following written notice.

12.8 Immediate Suspension for Non-Payment

Barkera may suspend Services for non-payment without waiting for expiration of any cure period.

12.9 Termination by Barkera

Barkera may terminate Services immediately if:

(a) Client fails to pay amounts due;

(b) Client engages in unlawful conduct;

(d) continued service is no longer commercially reasonable.

12.10 Hosted Website and Hosted Service Termination

Hosted websites and Hosted Services are licensed services and not ownership interests unless expressly stated otherwise in a signed Order Form.

Upon termination, Barkera may disable, remove, deactivate, or discontinue Hosted Services.

12.11 Migration Eligibility

Client may request migration only if Client:

(a) completes the applicable service term;

(b) remains current on all payment obligations;

(d) is not otherwise in default; and

(e) complies with Barkera migration procedures.

12.12 Migration Fees

Migration services remain subject to separate professional service fees.

Migration fees shall be no less than One Thousand Five Hundred Dollars ($1,500.00) and may increase based upon Barkera’s assessment of the commercial value, technical complexity, transition requirements, integrations, automation systems, lead generation systems, and overall value of the Hosted Service.

12.13 No Automatic Transfer Rights

Termination shall not automatically entitle Client to receive:

(a) source code;

(b) development files;

(d) proprietary frameworks;

(e) proprietary templates;

(f) migration services;

(g) transition services;

(h) backups; or

(i) other proprietary assets.

12.14 Data Retention

Following termination, Barkera may retain websites, backups, databases, configurations, communications, and related materials for approximately ninety (90) days and may thereafter permanently delete such materials.

12.15 Collection Rights

Termination shall not affect Barkera’s right to pursue collection of amounts owed.

12.16 Survival

Payment obligations, confidentiality obligations, ownership rights, indemnification obligations, limitation of liability provisions, dispute resolution provisions, and other provisions that by their nature should survive shall survive termination.

ARTICLE 13 – GOVERNING LAW, VENUE, DISPUTE RESOLUTION, ATTORNEYS’ FEES, AND EQUITABLE RELIEF

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

13.2 Exclusive Venue

Any dispute arising from or relating to this Agreement shall be brought exclusively in:

(a) the state courts located in Broward County, Florida; or

(b) the United States District Court having jurisdiction over Broward County, Florida.

13.3 Good Faith Resolution

Before commencing litigation, the parties shall make a good-faith effort to resolve disputes through direct discussions for a period of thirty (30) days.

13.4 Equitable Relief

Barkera may seek temporary, preliminary, permanent, emergency, or equitable relief to protect:

(a) intellectual property;

(b) confidential information;

(d) proprietary technology;

(e) contractual rights; and

(f) customer relationships.

13.5 Attorneys’ Fees

The prevailing party shall be entitled to recover reasonable attorneys’ fees, expert witness fees, court costs, collection costs, administrative expenses, and related litigation expenses.

13.6 Collection Actions

Barkera may pursue unpaid amounts through collection agencies, attorneys, litigation, or other lawful means.

13.7 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

13.8 Limitation Period

Any claim arising from this Agreement must be brought within one (1) year after discovery of the event giving rise to the claim, except collection actions, intellectual property claims, confidentiality claims, and claims where a different period is required by law.

13.9 Cumulative Remedies

All rights and remedies provided under this Agreement are cumulative.

13.10 Survival

This Article shall survive termination.

ARTICLE 14 – FORCE MAJEURE

14.1 Force Majeure Events

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including:

(a) hurricanes;

(b) floods;

(d) severe weather;

(e) pandemics;

(f) epidemics;

(g) government actions;

(h) labor disputes;

(i) cyberattacks;

(j) ransomware attacks;

(k) internet outages;

(l) telecommunications failures;

(m) utility failures;

(n) hosting failures;

(o) cloud service failures;

(p) domain registrar disruptions;

(q) AI provider disruptions;

(r) Third-Party Service failures; and

(s) similar events beyond reasonable control.

14.2 Suspension of Performance

Affected obligations shall be suspended for the duration of the Force Majeure Event.

14.3 No Breach

Force Majeure Events shall not constitute a breach of this Agreement.

14.4 Payment Obligations

Force Majeure Events shall not relieve Client of obligations to pay for Services already performed or fees already earned.

14.5 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Services.

ARTICLE 15 – GENERAL PROVISIONS

15.1 Independent Contractors

The parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency relationship, franchise relationship, or fiduciary relationship.

15.2 Assignment

Client may not assign this Agreement without Barkera’s prior written consent.

Barkera may assign this Agreement to an affiliate, successor, purchaser of assets, merger partner, or successor entity.

15.3 Notices

Notices may be delivered by:

(a) email;

(b) certified mail;

(d) personal delivery; or

(e) Barkera’s electronic signature platform.

15.4 Electronic Signatures

Electronic signatures, electronic records, electronic approvals, click-through acceptances, and electronic communications shall have the same force and effect as original signatures.

15.5 Entire Agreement

This Agreement, together with all applicable Order Forms, Statements of Work, amendments, exhibits, schedules, and incorporated policies, constitutes the entire agreement between the parties.

15.6 Order of Precedence

In the event of a conflict:

(a) Order Form;

(b) Statement of Work;

(d) Proposal.

15.7 Amendments

Amendments must be in writing and executed by the parties.

15.8 Waiver

Failure to enforce any provision shall not constitute a waiver.

15.9 Severability

If any provision is determined unenforceable, the remaining provisions shall remain in effect.

15.10 Headings

Headings are for convenience only.

15.11 Interpretation

The words “including,” “includes,” and “include” shall mean “including without limitation.”

15.12 Successors and Assigns

This Agreement shall bind and benefit the parties and their permitted successors and assigns.

15.13 Relationship to Order Forms

Each Order Form containing a unique Barkera Order ID is incorporated into and governed by this Agreement.

Execution of an Order Form constitutes acceptance of this Agreement.

15.14 Counterparts

This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original.

15.15 Survival

Any provision that by its nature should survive termination shall survive termination.

15.16 Authority

Each individual executing an Order Form, amendment, or related document represents and warrants that he or she possesses authority to bind the applicable party.

15.17 Effective Date

This Agreement becomes effective upon execution of an Order Form referencing this Agreement.