Terms of Service

These Terms of Service (the "Terms") are a legal agreement between Barkly Connect LLC ("Barkly," "we," "us," or "our") and the organization or person that accesses or uses the Barkly Connect websites, mobile applications, software, and related services (collectively, the "Services"). By creating an account, accepting an order, purchasing a subscription, or using the Services, you agree to these Terms.

1. Eligibility and Authority

You must be legally capable of entering into a binding agreement. If you use the Services for an employer, business, facility, or other organization ("Customer"), you represent that you are authorized to bind that Customer. A Customer is responsible for its administrators, employees, contractors, invited users, and other authorized users ("Authorized Users").

2. The Barkly Connect Service

Barkly Connect is a multi-tenant software-as-a-service platform designed to support workplace communication and operational workflows. Depending on the Customer's subscription and configuration, features may include employee directories, announcements and messaging, acknowledgments, polls and feedback, tracked follow-up items, document management, organizational hierarchy, administrative tools, and AI-assisted content features.

Features may change, improve, be replaced, or be discontinued. We will not materially reduce paid core functionality during a current paid subscription term without reasonable notice, except when necessary for security, legal compliance, third-party platform requirements, or prevention of abuse.

3. Accounts and Customer Administration

• Customers must provide accurate account and organization information and keep it current.
• Authorized Users must safeguard credentials and may not share accounts except through functionality expressly provided by Barkly.
• Customer administrators control user access, roles, organizational hierarchy, permissions, content visibility, and certain retention or configuration settings.
• Customers are responsible for promptly removing or restricting access for users who no longer should have access.
• Customer is responsible for determining whether its use of the Services, including information uploaded or communicated through the Services, is appropriate and lawful for its workplace.

4. Subscriptions, Modules, Fees, and Taxes

Paid functionality may be offered by module, plan, seat, employee count, usage level, or another metric identified at checkout, in an order form, or on the applicable pricing page. The features, price, billing interval, renewal terms, and cancellation terms presented at purchase form part of the Customer's subscription.

Unless otherwise stated at purchase, subscription fees are charged in advance and are non-refundable except where required by law or expressly stated in an applicable order or refund policy. Customer is responsible for applicable sales, use, excise, value-added, and similar transaction taxes, excluding taxes based on Barkly's net income.

Recurring subscriptions are also governed by the separate Barkly Connect Subscription Authorization accepted at purchase. If a subscription is purchased through Apple or another app marketplace, that marketplace's billing, cancellation, refund, and subscription-management rules also apply.

5. Acceptable Use

You may not use the Services to:

• violate law, regulation, contractual rights, privacy rights, intellectual-property rights, or workplace policies applicable to you;
• harass, threaten, discriminate against, defame, exploit, or unlawfully surveil another person;
• upload malware, malicious code, or content intended to disrupt or compromise the Services;
• attempt to bypass access controls, tenant boundaries, rate limits, security mechanisms, or role-based permissions;
• reverse engineer, decompile, scrape, probe, or test the Services except to the extent such restriction is prohibited by law or expressly authorized in writing;
• use the Services to develop or train a competing product through unauthorized extraction of Barkly software, interfaces, content, or data; or
• use the Services for emergency dispatch, life-safety monitoring, clinical decision-making, or another purpose for which the Services are not expressly designed.

6. Customer Content and Data

"Customer Content" means information, messages, documents, files, responses, feedback, directory information, configurations, and other content submitted to the Services by or for a Customer or its Authorized Users. As between Barkly and Customer, Customer retains its rights in Customer Content.

Customer grants Barkly a limited, non-exclusive right to host, process, transmit, reproduce, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, maintain, and improve the Services; comply with law; and enforce these Terms. Customer represents that it has the rights and lawful basis necessary to provide Customer Content to Barkly.

7. Confidentiality

Each party may receive non-public information of the other party that reasonably should be understood to be confidential. The receiving party will use such information only for purposes of the relationship, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are bound by appropriate obligations, except as required by law.

8. Privacy and Security

Our collection and handling of personal information is described in the Barkly Connect Privacy Policy. We maintain administrative, technical, and organizational safeguards designed to protect information, but no online service can guarantee absolute security. Customers are responsible for configuring access appropriately and for using the Services in compliance with applicable privacy, employment, records-retention, and other laws.

9. AI-Assisted Features

The Services may include optional AI-assisted drafting, rewriting, summarization, translation, or similar functionality. AI-generated output may be incomplete, inaccurate, or unsuitable for a particular purpose. Users must review output before relying on or publishing it. Customers should not submit information to an AI-assisted feature unless they are authorized to do so and the information is appropriate for that feature. AI features are not professional legal, medical, financial, or human-resources advice.

10. Intellectual Property

Barkly and its licensors own the Services, including software, source and object code, interfaces, designs, workflows, documentation, trademarks, logos, and other technology, excluding Customer Content. Subject to these Terms and payment of applicable fees, Barkly grants Customer a limited, non-exclusive, non-transferable, revocable right during the subscription term to access and use the Services for Customer's internal business purposes.

If you provide suggestions or feedback about the Services, you grant Barkly the right to use that feedback without restriction or compensation, provided we do not identify you publicly as the source without permission.

11. Third-Party Services

The Services may interoperate with third-party infrastructure, payment processors, email providers, app marketplaces, authentication providers, analytics or AI providers, and other services. Third-party services are governed by their own terms and may change independently of Barkly. Barkly is not responsible for a third party's separate products or services, but remains responsible for its own obligations under these Terms.

12. Suspension and Termination

We may suspend access when reasonably necessary to address nonpayment, security threats, unlawful activity, material breach, abuse, or risk to the Services or other customers. Where practicable, we will provide notice and an opportunity to cure.

A Customer may terminate or decline renewal as provided in its subscription terms. Upon termination, access to paid features may end at the end of the paid term unless immediate termination is required. Customer should export needed information before access ends. We may delete or de-identify data after applicable retention periods, subject to legal obligations and our Privacy Policy.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BARKLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL CONTENT OR AI-GENERATED OUTPUT WILL BE ACCURATE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARKLY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE TO BARKLY BY THE CUSTOMER FOR THE SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limitations do not apply where prohibited by law.

15. Indemnification

Customer will defend, indemnify, and hold harmless Barkly Connect LLC and its officers, members, employees, and agents from third-party claims arising from Customer Content, Customer's unlawful use of the Services, or Customer's material breach of these Terms, except to the extent caused by Barkly's own wrongful conduct.

16. Governing Law and Venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. Unless applicable law requires otherwise, disputes arising from these Terms or the Services will be brought in the state or federal courts with jurisdiction over Essex County, New York, and the parties consent to that jurisdiction and venue.

17. Changes to These Terms

We may update these Terms from time to time. We will identify the effective date and version and provide notice of material changes through the Services, by email, or by another reasonable method. Changes will apply prospectively. If a material change requires renewed consent under applicable law, we will obtain it.

18. General

These Terms, the Privacy Policy, Subscription Authorization, and any applicable order form or written addendum constitute the agreement governing the Services. If an order form expressly conflicts with these Terms, the order form controls for that Customer. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions remain effective.

19. Contact

Barkly Connect LLC 410 Wells Hill Road, Lewis, New York 12950 Email: support@barklyconnect.com Website: barklyconnect.com