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Statement of Work & Contract

Effective Date: January 1, 1970

Parties. This Agreement (“Agreement”) is entered into by and between:

1. Black Badger Enterprises, LLC, d.b.a Black Badger Software Solutions (“Developer”), with a principal place of business located at 1221 Turner St, Suite 206, Clearwater, FL 33756; and
2. (“Client”), with a principal address as shown above.

NOW THEREFORE, in consideration of the above recitals and the mutual covenants and provisions contained herein, each of the parties hereto intending to be legally bound hereby agree as follows:

Services

1. Project Execution. This includes an outline of a project into steps and/or milestones, hours estimate for every action, and timeframe for completion. Project timeframes for commencement and execution are not subject to Downtime or Service Level Agreement.

2. Time Not of the Essence. While Developer will make commercially reasonable efforts to meet any proposed timelines, Client agrees that time is not of the essence under this Agreement. All dates and schedules are good-faith estimates only and not guarantees of project completion.

Service Availability

1. Service Hours and Days. Service is provided Monday through Friday, 9am to 5pm Eastern Standard Time. Service is excluded on *Public Holidays.

2. Response Time. There is no guaranteed response time for one-off project requests or Change Order Requests.

*Public Holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas Day. Should any of these holidays fall on the weekend, the following Monday will also be considered a non-supported day unless otherwise specified by Developer in writing. These are subject to change with prior notice of no less than 10 business days.

Client Requirement

1. Timely Response & Cooperation. Client agrees to respond to all Developer inquiries in a timely manner. Failure to provide requested materials, approvals, or feedback within a reasonable time may result in delayed project timelines, for which Developer will not be responsible. Any additional hours spent due to such delays may be billed at Developer's standard hourly rate.

2. Access Credentials. Client shall promptly provide and maintain accurate, up-to-date, and fully privileged credentials for each platform or system Developer needs to service or support. If credentials are incomplete, inactive, or otherwise unusable, Developer shall have no obligation to meet any proposed timelines until usable credentials are received.

Down Time

1. Third Party Software. The Client acknowledges that the Developer works exclusively with third-party software and must operate within its framework. The Developer is not responsible for any downtime, shortcomings, inefficiencies, faults, errors, malfunctions, or slow performance of such software, and time spent resolving these issues does not constitute a contract violation.

2. SLA Scope. Any service level commitments apply solely to defects in the System logic, functionality, or interfaces as built by Developer. No service level commitments apply to downtime, outages, latency, degraded performance, or failures caused by third-party platforms, infrastructure providers, cloud services, APIs, authentication services, hosting environments, or AI providers upon which the System relies.

Exclusions

1. Hosting, Infrastructure, and Third-Party Services. The System may rely on a combination of third-party platforms, cloud infrastructure providers, APIs, artificial intelligence services, authentication services, and hosting environments. Portions of the System may be hosted, executed, or orchestrated using infrastructure selected by Developer or third-party providers not owned or controlled by Client. Client is responsible for all fees associated with third-party platforms, infrastructure, usage-based services, API consumption, artificial intelligence services, and hosting environments unless expressly included in the applicable Statement of Work. Developer does not guarantee availability, uptime, performance, or continuity of any third-party or cloud-based service and shall not be responsible for outages, interruptions, or failures of such services.

2. Use of Developer's Work. The Client has the right to publish or sell Developer-provided code, software, or custom applications in app or marketplaces without Developer's express permission. Developer retains the right to reference the project for portfolio, case study, and marketing purposes, provided no confidential or proprietary client data is disclosed.

3. Scope of Services. Unless otherwise specified in writing, the Developer only provides the services explicitly covered by this Agreement.

Billing and Payments

1. Payment for Services. In exchange for the Services described in this proposal, Client agrees to pay Developer at the rates stated in the Pricing Section of this proposal. These prices are exclusive of any additional or third-party software, which are paid directly by Client.

2. Estimates. All time required for Consultative work, including System Designs, are estimates. Client understands and agrees that all estimates are subject to change due to evolving requirements, new information, or expanded scope.

3. Deposit and Invoicing. Client must make a non-refundable deposit according project billing at the hourly rate in the Your Investment section of the proposal. Unless specifically covered in Your Investment, all future invoices will be sent for each Milestone (or multiple Milestones) and must be paid in advance. No work will commence until the next Milestone is paid in advance. Failure to pay may result in a pause on the project. All deposits are deemed earned upon receipt and are non-refundable under any circumstances, unless required by law.

4. Rate Changes. Developer may adjust its standard hourly rate upon at least ninety (90) days' written notice to Client. If Client does not accept the new rate, Client may terminate this Agreement (without incurring additional liability beyond payment for services already rendered) by providing written notice of termination within fifteen (15) days after receiving Developer's notice of the rate change. If Client does not terminate the Agreement or otherwise object in writing within that time, the new rate becomes effective on the date stated in Developer's notice. In the event Client elects to terminate under this clause, all remaining fees owed to Developer for work performed up to the effective date of termination remain due and payable. Developer may also choose to terminate the Agreement if Client declines to accept the new rate.

5. Cancellations & No-Refund Policy. Client acknowledges and agrees that all payments to Developer, including deposits, milestone payments, and any hourly charges, are non-refundable. If the Client elects to cancel the Project or terminate this Agreement for any reason before completion, Developer will retain any fees paid and Client remains responsible for any unpaid fees covering Services rendered prior to the cancellation or termination date. Any modifications to the timeline or overall budget do not entitle Client to a refund of any previously paid deposits or invoices. All fees remain non-refundable regardless of changes in the project scope. This no-refund policy applies except to the extent (if any) that a refund is required by applicable law. In the event Client cancels after partial work has been completed, Client shall remain liable for payment for hours already worked up to cancellation. If Developer cancels this Agreement without cause, any unused portion of Client's deposits or prepaid hours shall be refunded pro rata.

Change Orders

1. Written Approval. Any modification or addition to the agreed-upon scope of work (a "Change Order") must be documented in writing (email or signed document) by the Client before Developer proceeds with that additional or modified work. All Change Orders, feature enhancements, new functionality requests, or scope expansions are billable in full in advance and must be paid prior to any development or implementation work commencing. No Change Order work will be scheduled, started, or delivered without full upfront payment.

2. Impact on Timeline & Fees. Each Change Order may affect the project timeline and budget. Developer may provide a revised estimate or schedule before any Change Order is approved, and Client agrees that acceptance of a Change Order includes acceptance of potential cost and schedule revisions.

3. No Implied Changes. Verbal requests or suggestions shall not be considered authorized unless confirmed in writing. The Developer reserves the right to refuse or delay work on any such requests until formally approved.

4. Client Authority. Client represents and warrants that any individual who communicates Change Orders, approvals, or authorizations to Developer on Client's behalf is duly authorized to do so. Developer shall be entitled to rely upon such representations without obligation to independently verify authority. If Client wishes to restrict authority to specific individuals, Client must notify Developer in writing at the outset of the project and provide a list of authorized representatives. Unless such written notice is given, all communications from Client's personnel, agents, or contractors shall be deemed binding.

I have thoroughly read, fully understand, and agree to all points covered in the Billing & Payments section and the Change Orders section, including the required deposit, invoicing procedures, and the Cancellations and No-Refund Policy. By initialing here, I acknowledge and accept these terms without reservation.

System, Content and Deliverables

1. System Access and Ongoing Fixes. Developer shall provide Client access to the System upon satisfaction of all required payments. Developer will correct defects in the System that prevent features from operating materially as described, including functional issues and visual or responsiveness defects that impair usability or visibility. There is no fixed review or acceptance period. Requests for new features, enhancements, workflow changes, aesthetic redesigns, or functionality outside the original scope constitute Change Orders and are not included.

2. Change of Scope. Only the services, features, and functionality explicitly listed in the accepted proposal or Statement of Work are included in the services to be delivered. Only if project budget is explicitly marked as Flat-Rate, Client will not be billed for additional time or effort required to complete that defined scope. Any requests made by Client that are outside the approved scope after acceptance shall be treated as a change order and will incur additional development time and fees as determined by Developer.

3. Content. As between Developer and Client, any Content given to the Developer by Client under this Agreement or otherwise, and all User Content, shall at all times remain the property of Client or its licensor or users. Developer shall have no rights in such Content or User Content, other than the limited right to use such content for the purposes expressly set forth in this Agreement.

4. Product Ownership. Client shall own all Client data, Client content, and Client proprietary business processes provided to or stored within the System.

5. Background IP & Reuse. Developer retains ownership of any pre-existing or generalized software, code libraries, scripts, algorithms, or methodologies ("Background IP") used or developed by Developer prior to or outside the scope of this Agreement. Developer may incorporate Background IP into the Deliverables. Developer reserves the right to reuse or modify Background IP in other projects for other clients, so long as no Confidential Information of Client is disclosed.

6. Developer's Promotional License. Client grants Developer a timeframe defined and scope limited, royalty-free license to reproduce and/or publish and/or display elements of the final Deliverables for self-promotion, case studies, and marketing purposes, provided Client's confidential workflows or sensitive data are not exposed.

7. Documentation and Source Materials. Documentation is not included unless expressly stated in the applicable Statement of Work and paid for accordingly. Any documentation provided shall be limited to user-level functionality and operational use and shall not include source code, system logic, architecture, or implementation details. Developer is not obligated to deliver source code, underlying logic, internal prompts, or technical documentation unless expressly included in the scope and paid for.

Project Pauses & Re-Start Fees

If Client's delay, unresponsiveness, or failure to pay any invoice results in a pause of the project for more than thirty (30) calendar days, Developer may require an additional fee to resume work. This fee covers ramp-up time, reorienting to the project, and any re-allocation of resources, and shall be billed at Developer's standard hourly rate unless otherwise agreed. Developer is not obligated to maintain development schedules, resources, or priorities during any suspension period. Any resumption of work following suspension may require a revised schedule and additional fees.

Delays Caused by Client

Developer is not responsible for any delay in the performance of Services if such delay is caused by Client's failure to provide timely access, feedback, approvals, or other necessary cooperation. Any additional costs or time incurred due to Client's delay shall be billed at Developer's standard rate.

Term and Termination

1. Term. This Agreement shall commence on the Effective Date and shall continue until the Services described in the applicable Statement of Work are completed and all amounts owed have been paid in full, unless earlier terminated as provided herein.

2. Expiration. In the event of any expiration or termination of this Agreement or any Change Order, where Developer is providing services, Developer shall cooperate reasonably in the orderly transition of the work product to another Developer. Should this take place after the contract term is complete, this time is billed at $250/hour. The Cancellations and No-Refund Policy shall apply in the event of termination or cancellation by either party.

3. Termination by Client. Client may terminate this Agreement at any time by providing written notice. Client remains responsible for all fees incurred through the effective termination date, and no refunds shall be issued for any fees already paid.

4. Effect of Termination. Upon termination of this Agreement for any reason, all licenses granted to Client under this Agreement shall immediately terminate, except as expressly permitted for a one-time data export.

5. Survival. The following provisions shall survive termination or expiration of this Agreement: ownership and intellectual property provisions, payment obligations accrued prior to termination, confidentiality obligations, data security obligations, limitation of liability, indemnification, dispute resolution, and any provisions which by their nature are intended to survive.

6. Data Export. Upon termination for any reason, Client is entitled to a one-time export of Client data in CSV format. Exports are provided as-is and reflect the data available at the time the export is generated. If Client identifies material inaccuracies in the exported data within seven (7) calendar days of delivery, Developer will correct such inaccuracies and provide one replacement export. Developer has no obligation to provide additional exports, transformations, migrations, reformatting, or ongoing data services.

Restricted Industries & Immediate Termination

1. Restricted Industries. Developer does not engage in, support, or provide services for any individual or entity involved in the following industries or activities (collectively, "Restricted Industries"):

1. Cannabis, Psychoactive, or Mind-Altering Substances. This includes (but is not limited to) cannabis, psilocybin, LSD, or any other substances that are illegal under federal law or otherwise largely restricted beyond certain local jurisdictions.
2. Adult Entertainment. Including pornography, sex toys, escort services, and other sexually explicit content or services.
3. Illegal or Illicit Activities. Encompassing any business or operation illegal under local, state, or federal law, such as unlicensed gambling, money laundering, or unauthorized firearm sales.
4. Any Other Industry. That Developer, in its sole discretion, deems incompatible with its business values, ethics, or legal obligations.

2. Client Representations and Warranties. Client represents and warrants that it is not currently engaged in, and will not engage in, any Restricted Industry during the term of this Agreement. Client agrees to notify Developer in writing immediately if it plans to begin or is required to participate in any Restricted Industry activities at any point during the term hereof.

3. Right to Refuse or Terminate. Developer reserves the right, at its sole discretion, to refuse service to or immediately terminate this Agreement if it becomes aware that Client is, or has become, engaged in any Restricted Industry or has otherwise breached its representations and warranties under this Section. Such termination will be effective immediately upon written notice to Client.

4. No Refunds. In the event of termination under this Section, Client acknowledges and agrees that all fees paid to Developer up to the effective date of termination remain non-refundable, and any unpaid amounts remain due and payable.

Confidentiality

1. General Terms. Each party hereby agrees that during the term of this Agreement and at all times thereafter it shall not commercialize or disclose the other party's Confidential Information to any person or entity, except to its own employees, contractors, officers, directors, affiliates, agents and representatives (collectively, the "Representatives") having a need to know. Each party agrees to disclose Confidential Information of the other only to those contractors, agents or representatives who are contractually bound to maintain the confidentiality thereof, and the parties further agree to be responsible for any disclosure or misuse of such Confidential Information by such contractors, agents or representatives. Each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall a party use less than reasonable diligence and care.

2. Obligations. The obligations of confidentiality and restriction on use shall not apply to any Confidential Information that: (i) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the recipient; (ii) was lawfully received by the receiving party from a third party free of any obligation of confidence to such third party; (iii) was already in the lawful possession of the receiving party prior to receipt thereof; (iv) was subsequently and independently developed by receiving party without reference to the Confidential Information disclosed under this Agreement; (v) is disclosed by the receiving party in accordance with the prior written approval of the disclosing party; or (vi) is required to be disclosed in a judicial or administrative proceeding, or as otherwise required to be disclosed by law.

3. Indemnification. The receiving party agrees to indemnify the disclosing party to the full extent of any damage, loss or expense suffered by disclosing party as a result of any breach of secrecy and/or confidentiality by the receiving party under the terms of this Agreement.

Data Security

1. Cloud Software. Developer provides service and support exclusively for cloud-based software and, unless specified in writing, does not support or service any on-premise servers or software, privately owned and/or operated cloud-based servers, or 3rd Party software servers. Client agrees to indemnify, defend, and hold Developer harmless from any and all claims, damages, or losses (including reasonable attorneys' fees) arising out of any failures, breaches, security issues, permission faults or errors, penetration and/or vulnerability testing requirements or failures, or security violations of data at rest and/or in transit in any systems not directly controlled and owned by Developer.

2. Confidential Documents and Data. Client is responsible for sharing any internal policies regarding the definition, use, permissions, sharing, editing, and deletion procedures of any confidential data provided to Developer in writing prior to contract signing. Client remains solely responsible for maintaining backups and/or copies of all data or materials provided to Developer.

3. Retention of Materials. Any internal working files, drafts, configuration notes, or non-production materials created by Developer in the course of providing services may be retained by Developer for internal record keeping purposes for up to two (2) years, unless otherwise required by law. Developer is not obligated to retain Client data beyond the term of this Agreement.

4. Industry Standards of Data Protection. The use, practice, and/or recommendations for security protocols for HIPAA, PCI, PHI, PII, and GDPR (collectively, "Regulatory Standards") are not assumed by Developer and must be approved in writing prior to contract signing. Should Client require any such security measures with software that is not certified as compliant, Developer reserves the right to refuse to work in any system that violates such data protection standards.

5. Client Requests. Should Client either make new or revise existing security policies that violate this contract, Developer will contact Client for resolution within a reasonable timeframe. Client policies implemented post-contract completion or termination that require Developer's time and/or resources are subject to paying Developer for all hours required to perform such work at Developer's then-current hourly rate.

Warranties and Disclaimers

1. Third-Party Software. During the term of this agreement, Developer is not responsible and Client shall indemnify Developer for failure of any third-party software, including the server subscriptions, server uptime, or software changes that may negatively affect the Client.

2. Artificial Intelligence and Model Volatility. Client acknowledges that any artificial intelligence functionality within the System relies on third-party models, platforms, or services not controlled by Developer. AI outputs are probabilistic in nature and may produce inaccurate, incomplete, or unexpected results. Such behavior does not constitute a defect, warranty breach, or service failure. Unless Client has separately contracted for a dedicated and client-owned AI model or inference environment, Developer makes no guarantees regarding accuracy, consistency, or stability of AI-generated outputs.

3. Legal Compliance. Developer does not certify any of the System software or programming code is in compliance with PII, PCI, HIPAA, or GDPR regulations or other legal requirements unless specifically requested to in writing by Client and approved by Developer prior to contract validation and commencement. None of Developer's recommendations shall be construed as legal advice or as guaranteeing legal compliance with laws and regulations.

4. Intellectual Property & Indemnification. Client represents and warrants that all content, data, or materials provided to Developer do not violate the intellectual property rights, privacy rights, or any other rights of any third party. Client agrees to indemnify, defend, and hold Developer harmless against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to a breach of this representation.

5. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DEVELOPER PROVIDES ALL SERVICES, DELIVERABLES, AND WORK PRODUCT "AS IS" AND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Remedies and Limitations

1. Exclusive Remedy. Client's sole remedy under this Agreement shall be to require Developer to use its commercially reasonable efforts to correct all failures of the System to perform in accordance with the requirements of this Agreement.

2. Limitation of Liability. IN NO EVENT SHALL BLACK BADGER ENTERPRISES, LLC BE LIABLE TO CLIENT FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, IN TORT INCLUDING NEGLIGENCE, BY STATUTE OR UNDER ANY QUASI-CONTRACTUAL THEORY OF LIABILITY, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL BLACK BADGER ENTERPRISES, LLC'S LIABILITY EXCEED THE AMOUNT PAID UNDER THIS AGREEMENT AND THE STATEMENT OF WORK TO WHICH THE CLAIM APPLIES.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its control (each, a "Force Majeure"), including, but not limited to, acts of God; acts of terrorism; acts of the United States of America, or any state, territory or political division thereof; fires, floods or other natural disasters. Performance times under any Statement of Work shall be considered extended for a period of time equivalent to the time lost because of any delay which is excusable under this Section. If any such excusable delay shall last for a period of more than sixty (60) consecutive calendar days, the party whose performance is not delayed may, at its option, terminate this Agreement.

Independent Contractor

Independent Contractor Relationship. Developer is an independent contractor and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Developer shall have sole control over the manner and means of performing the services and delivering access to the System. Client has no authority to bind Developer or to make representations on Developer's behalf. Developer shall be solely responsible for all taxes, withholdings, insurance, benefits, and other obligations arising from Developer's personnel, contractors, or subcontractors.

General Terms

1. Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral agreements related to its subject matter. Section headings are for reference only and do not affect interpretation. No additional terms or modifications will be valid unless in writing and signed by all parties. A party's failure to enforce any provision does not waive the right to enforce the same or any other provision. If a provision is deemed unenforceable, the remaining terms remain valid.

2. Entire Agreement & Conflicts. This Agreement is the complete and exclusive statement of the parties' mutual understanding. In the event of a conflict between this Agreement and any statement of work, proposal, quote, or other document, the terms of this Agreement control.

3. Notices. Notices must be addressed to the parties at the addresses set forth in this Agreement or as later designated in writing. All notices must be in writing and are considered given (a) on the day of personal delivery, (b) three (3) business days after mailing by registered or certified mail, postage prepaid, return receipt requested, (c) one (1) business day after deposit with a nationally recognized overnight delivery service, with verification of receipt, (d) one (1) business day after transmission by facsimile, with written confirmation, or (e) on the date sent by email, provided it is confirmed by first-class mail.

4. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles.

5. Arbitration & Alternatives. Except for claims seeking injunctions or other equitable relief, any dispute arising under this Agreement shall be resolved by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time. The arbitration shall occur in Clearwater, Florida, before a single arbitrator jointly selected by the parties. The arbitrator's decision is final, binding, and not subject to appeal. However, the parties may mutually agree in writing to use an alternative arbitration forum or a local mediation service that is more cost-effective for small businesses.

6. Injunctive Relief. Notwithstanding the arbitration provision, either party may commence a court action solely for the purpose of seeking injunctive relief to address any breach or wrongful conduct. Initiating such an action does not waive the right to arbitrate any other disputes under this Agreement.

Final Acceptance & Signature

By signing below, each party acknowledges that it has read, understood, and agrees to be bound by all terms and conditions contained in this Agreement. Each individual signing further represents and warrants that they have full authority to sign on behalf of their respective party. This Agreement shall be effective as of the date of the last signature below.