BAKERFORD® TERMS OF SERVICE

Version 3.9 | Effective Date: July 1, 2026

These Terms of Service (these “Terms”) govern the technology, cybersecurity, and compliance support services (the “Services”) provided by Bakerford Technologies LLC d/b/a Bakerford® (“Bakerford®,” “we,” “us,” or “our”), an Oklahoma limited liability company with its principal place of business at 2510 132nd Ave SE, Norman, OK 73026, to its customers (“Customer,” “you,” or “your”). Bakerford® and Customer are each a “Party” and together the “Parties.”

These Terms are published at bakerford.com/terms and apply to every Customer who receives Services, as described in Section 1.

1. Acceptance and Applicability

1.1 Acceptance. You accept and agree to be bound by these Terms by any of the following: (a) executing a Master Services Agreement with Bakerford® (which includes the Coverage Elections Form as Schedule 1); (b) using or continuing to use the Services; or (c) paying an invoice for the Services. Each invoice issued by Bakerford® directs Customer to these Terms at bakerford.com/terms, and these Terms are continuously available at that location. Your use or continued use of the Services after the Effective Date constitutes your acceptance of, and ongoing agreement to, the then-current version of these Terms.

1.2 How these Terms apply to you. These Terms apply according to your relationship with Bakerford®:

(a) MSA Customers. If you have executed a Master Services Agreement (an “MSA”) with Bakerford® — which includes the Coverage Elections Form (the “CEF”) as Schedule 1 — you are an “MSA Customer.” These Terms supplement the MSA and the other Incorporated Documents identified in the MSA. Where these Terms conflict with the MSA, the MSA controls, in accordance with the order of precedence set forth in the MSA.

(b) Customers without an MSA. If you receive Services without having executed an MSA, these Terms are the primary written agreement governing the Services, and Section 4 describes how they apply to you — as a “Legacy Customer” where your Services are under a grandfathered plan, or as a Customer on a current Service Plan who has not yet executed an MSA.

1.3 Eligibility and authority. The Services are offered to chiropractic practices and related healthcare businesses in the United States. By accepting these Terms, you represent and warrant that you are a business, that you are accepting these Terms for business purposes and not as a consumer, and that the individual accepting these Terms is authorized to bind the business on whose behalf they act. These Terms are commercial terms, not a consumer contract.

1.4 Changes. Bakerford® may change these Terms as set forth in Section 18.

2. Definitions

Capitalized terms used in these Terms have the meanings given where they are defined. The following definitions apply throughout:

“Business Day” means Monday through Friday, excluding U.S. federal holidays observed by Bakerford®.

“Cancellation & Termination Agreement” means Bakerford®’s standard agreement documenting the conclusion of the service relationship and the deprovisioning of Customer’s environment.

“Coverage Elections Form” or “CEF” means Schedule 1 (Coverage Elections) to the Master Services Agreement, identifying Customer’s elected Service Plan, devices, locations, billing arrangements, and other elections.

“Effective Date” means the date shown at the top of these Terms.

“Incorporated Documents” means, for MSA Customers, the documents incorporated into the MSA as identified therein.

“Legacy Customer” means a Customer who receives Services without having executed an MSA, as described in Section 4.

“Master Services Agreement” or “MSA” means the master agreement executed between Customer and Bakerford® governing the Services.

“MSA Customer” means a Customer who has executed an MSA with Bakerford®.

“Prevailing Service Rate” means Bakerford®’s then-current standard rate for out-of-scope work, as set forth in the Service Rate Card and communicated to Customer through Bakerford®’s project quoting and acceptance process.

“Service Plan” means the plan under which Customer receives Services, whether a current Service Plan offered by Bakerford® or a grandfathered plan held by a Legacy Customer.

“Service Rate Card” means Bakerford®’s schedule of Prevailing Service Rates and related fees — including rates for out-of-scope, project, onsite, after-hours, and security incident remediation work; post–Full Onboarding device onboarding; out-of-state travel; and administrative charges — as set forth in Section 5.9 and in effect from time to time. The Service Rate Card forms part of these Terms.

“Services” means the technology, cybersecurity, and compliance support services provided by Bakerford®.

3. Description of Services

Bakerford® provides managed technology, cybersecurity, and compliance support services built for chiropractic practices. The specific Services available to Customer, including Customer’s Service Plan, elected add-ons, devices, users, and locations, are set forth in Customer’s CEF or, for Legacy Customers, in Customer’s grandfathered plan as reflected on Customer’s invoices.

Bakerford® may modify, enhance, or discontinue specific features of the Services from time to time. Where a modification materially reduces the core Services, Bakerford® will provide reasonable advance notice. Bakerford® does not warrant that the Services will be uninterrupted or error-free, and the Services are subject to the disclaimers in Section 14.

4. Legacy Customers

4.1 Who is a Legacy Customer. A “Legacy Customer” is a Customer who receives Services under a grandfathered plan and who has not executed a Master Services Agreement with Bakerford®.

4.2 What binds Legacy Customers. Legacy Customers are bound by these Terms, accepted as set forth in Section 1.1, together with the terms stated on Customer’s invoices and the terms of Customer’s grandfathered plan as reflected on Customer’s invoices. Where the terms stated on Customer’s invoices conflict with these Terms, these Terms control, except that Customer’s grandfathered plan, pricing, and configuration continue to be honored as set forth in Section 4.3.

4.3 Grandfathered plans honored. Bakerford® honors the plan, pricing, and configuration in effect for each Legacy Customer as reflected on Customer’s invoices. Bakerford® will not unilaterally migrate a Legacy Customer to a current Service Plan. A Legacy Customer’s grandfathered plan continues for as long as the Legacy Customer chooses, subject to these Terms and the Legacy Customer’s continued payment.

4.4 Cancellation. A Legacy Customer’s Services renew monthly. Cancellation is governed by Section 6.

4.5 Voluntary upgrade. A Legacy Customer may, at any time, elect to move to a current Service Plan by executing an MSA. Bakerford® encourages, but does not require, this transition. Upon execution of an MSA, the Customer ceases to be a Legacy Customer, the MSA and its Incorporated Documents govern the relationship, and onboarding is governed by Schedule 1, Section 9 of the MSA — including, where the Customer’s environment is already under Bakerford®’s management, the Existing Managed Environment Transition election, under which no Onboarding Statement of Work is executed and no Onboarding Fees at Signing apply.

4.6 Application to Legacy Customers. These Terms apply to Legacy Customers in full. Where a provision of these Terms designates separate treatment for MSA Customers (typically by deferring to the MSA), the corresponding Legacy Customer provision applies to Legacy Customers in its place. The matters identified in Section 4.7 do not apply to Legacy Customers.

4.7 What does not apply to Legacy Customers. Unless and until a Legacy Customer executes an MSA, the following do not apply to the Legacy Customer: the Master Services Agreement, the current Service Architecture and Service Plans, the Onboarding Statement of Work, the Service Level Agreements and Service Level Objectives, the Security Incident Remediation Guarantee, and the Coverage Caps associated with current Service Plans.

4.8 Current-plan Customers without an MSA. A Customer who receives Services under a current Service Plan without having executed an MSA is not a Legacy Customer. These Terms are the primary written agreement governing that Customer’s Services, and Sections 4.2, 4.4, 4.5, 4.6, and 4.7 apply to that Customer as they apply to a Legacy Customer, except that Section 4.3 does not apply and Customer’s Service Plan, pricing, and configuration are as reflected on Customer’s invoices. Bakerford® encourages such Customers to execute an MSA; upon execution, Section 4.5 applies.

5. Fees, Billing, and Payment

5.1 Fees. Customer’s fees are based on Customer’s Service Plan, the number of devices and users, the number of locations, and any elected add-ons. The specific dollar amounts applicable to Customer are set forth in Customer’s CEF or, for Legacy Customers, on Customer’s invoices. Bakerford®’s current standard rates are also published at bakerford.com.

5.2 Fee structure. Customer’s fees are calculated as follows:

(a) Recurring fees. Recurring monthly fees are based on Customer’s Service Plan and the devices, users, and add-ons elected by Customer.

(b) Multi-location fees. Where Customer’s environment includes more than one location, additional per-location fees apply on a blended basis according to Customer’s total location count, as set forth in Customer’s CEF and billed in addition to Customer’s recurring per-device fees.

(c) Term discounts. Discounts may be available for annual commitments, as set forth in Customer’s CEF. Term discounts apply to annual commitments only.

(d) Add-on fees. Elected add-ons are itemized as separate line items on Customer’s invoice and billed together with Customer’s recurring monthly fees. Add-on rates are set forth in Customer’s CEF.

(e) Out-of-scope work. Onsite work, project work, and other non-recurring services are not included in recurring fees and are billed separately at Bakerford®’s then-current Prevailing Service Rate, as set forth in the Service Rate Card, or as quoted to Customer.

5.3 Billing cycle. Recurring fees, including elected add-ons and any applicable multi-location fees, are billed monthly in advance in a single invoice issued on the first day of each month (or, where an MSA Customer has elected the alternative billing date under the MSA, the fifteenth day of each month). Invoices are due upon receipt unless otherwise stated.

5.4 Required payment method. All payments are made by automated clearinghouse (“ACH”) auto-draft from a Customer bank account authorized by Customer. Bakerford® does not accept credit card payments, debit card payments, checks, wire transfers, or other payment methods. Customer authorizes Bakerford® to initiate ACH debits for all fees due under these Terms. Payments process automatically on the due date. Customer is responsible for maintaining valid and current ACH authorization and bank account information and shall promptly notify Bakerford® of any change.

5.5 Failed payments. If a payment fails, Bakerford® may retry the payment. Multiple failed payment attempts result in a returned-payment (NSF) fee as set forth in the Service Rate Card.

5.6 No proration. Refunds are not issued for partial-month Services.

5.7 Late payment and collection. For MSA Customers, late payment is governed by the MSA. For Legacy Customers, any amount not paid when due accrues interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid in full, and Customer is responsible for Bakerford®’s reasonable costs of collection, including reasonable attorneys’ fees. Bakerford® may also suspend or discontinue Services for non-payment as set forth in Section 8.2.

5.8 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes, excluding taxes based on Bakerford®’s net income.

5.9 Service Rate Card. Bakerford®’s Service Rate Card is set forth in this Section 5.9 and forms part of these Terms. It sets forth Bakerford®’s Prevailing Service Rates and related fees — for out-of-scope, project, onsite, after-hours, and security incident remediation work; post–Full Onboarding device onboarding; out-of-state travel; and administrative charges — that are not covered by Customer’s recurring fees. These are the Prevailing Service Rates referred to in the Master Services Agreement (Master Terms Section 3.4) and in Appendix A.

The rate in effect when the applicable work is quoted or performed applies; a quoted and accepted engagement is billed at the rate stated in that quote; rate revisions are prospective only and commercially reasonable; and projects are quoted and accepted before work begins. Hourly and security incident remediation work carries a one-hour minimum and is billed in quarter-hour increments thereafter. Day rates and travel fees are flat. Bakerford® may update the Service Rate Card from time to time.

(a) Project & Hourly Rates.

Business hours are Monday through Friday, 9:00 a.m. to 6:00 p.m. Central Time. After-Hours Support applies outside business hours and on weekends and holidays. Security Incident Remediation is a single rate that applies at all hours.

(b) Out-of-State Travel. Travel applies only to onsite work performed outside Oklahoma. The fee is a flat, per-trip charge by destination zone, covering one technician’s round-trip travel; multi-technician or multi-trip engagements are reflected in the project quote. Onsite work within Oklahoma carries no travel fee.

(c) Device Configuration Fees. These fees apply to devices added after Full Onboarding. Device pricing for initial onboarding is set in the Onboarding Statement of Work (executed under the Master Services Agreement), not in this Section 5.9.

(d) Miscellaneous & Administrative Fees.

6. Cancellation and Termination

6.1 MSA Customers. For MSA Customers, cancellation and termination — including notice, financial obligations, deprovisioning, and offboarding — are governed by the MSA and the Cancellation & Termination Agreement.

6.2 Legacy Customers — cancellation process. A Legacy Customer’s Services renew monthly. To cancel, a Legacy Customer must complete all of the following:

(a) provide Bakerford® with at least thirty (30) days’ prior written notice of cancellation;

(b) execute Bakerford®’s Cancellation & Termination Agreement; and

(c) cooperate with Bakerford® to complete the secure offboarding of Customer’s environment.

A Legacy Customer’s notice of cancellation, standing alone, does not terminate the Services or end Customer’s obligations. The Services, and Customer’s obligation to pay for them, continue until offboarding is complete as set forth in Section 6.4.

6.3 Failure to execute the Cancellation & Termination Agreement. If a Legacy Customer provides notice of cancellation but does not execute the Cancellation & Termination Agreement within ten (10) Business Days after Bakerford® delivers it, Bakerford® may proceed with offboarding under these Terms upon at least five (5) Business Days’ prior written notice to Customer. In that event: (a) Customer’s notice of cancellation remains effective; (b) Bakerford® proceeds diligently to complete offboarding; (c) Customer’s obligation to pay continues as set forth in Section 6.4; and (d) the specific acknowledgments, authorizations, and risk allocations contained in the Cancellation & Termination Agreement do not apply for Customer’s benefit absent Customer’s signature, and these Terms govern.

6.4 Offboarding and continued fees. Upon cancellation or termination, Bakerford® conducts a structured, secure offboarding of Customer’s environment, which may include the removal of Bakerford®-deployed software, the transfer or termination of Bakerford®-managed accounts and licenses, and the rotation of credentials Bakerford® has held on Customer’s behalf. Bakerford® shall proceed diligently to complete offboarding. Customer shall cooperate with offboarding and shall not interfere with or impede Bakerford®’s access necessary to complete it. Customer’s obligation to pay recurring fees continues at the then-current monthly rate until Bakerford® has completed offboarding. Where Customer delays or impedes offboarding, Customer’s payment obligation continues until offboarding is completed notwithstanding the delay. Refunds are not issued for partial-month Services.

6.5 Suspension or termination by Bakerford®. Bakerford® may suspend or terminate the Services as set forth in Section 8.2, for non-payment, for violation of these Terms, or as otherwise permitted under the applicable agreement. Where Bakerford® terminates the Services, the offboarding process in Section 6.4 applies.

6.6 Interference with offboarding; hostile exit. This Section applies to all Customers and supplements, and does not limit, Bakerford®’s rights under any other agreement. Where Customer, or any third party acting on Customer’s behalf (including a successor provider), removes, disables, restricts, or blocks Bakerford®’s access to Customer’s environment before offboarding is complete, or otherwise refuses to permit Bakerford® to complete proper offboarding:

(a) Customer’s obligation to pay continues at the then-current monthly rate until Bakerford® completes offboarding or determines in writing that offboarding cannot be completed due to the actions of Customer or its agents;

(b) Bakerford® is not responsible for the security, integrity, or condition of Customer’s environment from the time Bakerford®’s access is removed, disabled, restricted, or blocked, and Customer assumes all associated risk; and

(c) Bakerford® may, in its sole discretion, decline future engagement with Customer, including where Customer’s exit involved interference with or obstruction of proper offboarding.

6.7 Survival. Cancellation or termination does not relieve Customer of obligations accrued before offboarding is complete, including payment obligations. The provisions identified in Section 19.11 survive termination.

7. Communications and Business Texting

7.1 Consent to communications. By providing Bakerford® with a telephone number (including a mobile number) and by accepting these Terms, Customer expressly consents to receive calls and text (SMS/MMS) messages from Bakerford® at the numbers provided, including messages sent using an automatic telephone dialing system or other automated technology, for the purposes described in Section 7.2. To the extent any such message constitutes telemarketing or an advertisement, Customer’s acceptance of these Terms constitutes Customer’s prior express written consent to receive those messages under the Telephone Consumer Protection Act, and Customer agrees that this consent is a valid electronic signature under the federal E-SIGN Act and applicable state law. Customer represents that Customer is authorized to provide consent for the numbers Customer provides and will promptly notify Bakerford® if Customer relinquishes a number.

7.2 Types of messages. Bakerford® may send messages relating to: (a) customer support and service requests; (b) account, billing, scheduling, and operational matters; and (c) sales, promotional, and marketing communications regarding Bakerford® Services. Consent to receive promotional or marketing messages is not a condition of purchasing or receiving any Services.

7.3 Frequency. Message frequency varies based on Customer’s interactions with Bakerford® and the nature of the Services.

7.4 Message and data rates. Message and data rates may apply, depending on Customer’s mobile carrier and plan. Bakerford® is not responsible for charges imposed by Customer’s carrier.

7.5 Opt-out and help. Customer may opt out of text messages at any time by replying STOP to any message. After opting out, Customer may continue to receive messages necessary to administer or conclude the Services where permitted by law. For help, Customer may reply HELP or contact Bakerford® at the contact information in Section 19.13. Opting out of text messages does not opt Customer out of other necessary communications regarding the Services.

7.6 Carriers. Bakerford® delivers messages through third-party communications platforms and mobile carriers. Carriers are not liable for delayed or undelivered messages.

7.7 Compliance. Bakerford® sends communications in accordance with the Telephone Consumer Protection Act, the messaging principles and registration requirements applicable to application-to-person (A2P) messaging, and other applicable federal and state laws. Where Bakerford® sends marketing or promotional messages, it does so in accordance with applicable time-of-day restrictions and state telemarketing and messaging laws, and it maintains records of consent and opt-out requests. Customer’s use of Bakerford®’s communications channels must also comply with applicable law.

7.8 Privacy. Information collected in connection with communications is handled in accordance with Bakerford®’s Privacy Policy, available at bakerford.com/privacy.

8. Acceptable Use and Suspension

8.1 Acceptable use. Customer agrees to use the Services only for lawful purposes and in accordance with these Terms. Customer shall not, and shall not permit any user to: (a) use the Services in violation of any applicable law or regulation; (b) interfere with or disrupt the integrity or performance of the Services; (c) attempt to gain unauthorized access to the Services or related systems; (d) use the Services to transmit malicious code or unlawful, harmful, or infringing content; or (e) resell or provide the Services to third parties without Bakerford®’s written consent. Customer is responsible for the acts and omissions of its users and personnel in connection with the Services.

8.2 Suspension. Bakerford® may suspend the Services, in whole or in part, immediately and without liability where: (a) Customer fails to pay amounts when due and the failure continues after reasonable notice; (b) Customer violates Section 8.1; or (c) Bakerford® reasonably determines that suspension is necessary to prevent or address a security threat, unlawful activity, or harm to the Services, to Bakerford®, or to others. Bakerford® will use commercially reasonable efforts to provide notice where practicable. Suspension does not relieve Customer of its payment obligations.

9. Customer Accounts and Authorized Contacts

Customer is responsible for designating authorized contacts and for the accuracy of the information Customer provides to Bakerford®. Customer is responsible for activity conducted through Customer’s accounts and for maintaining the confidentiality of credentials provided to Customer. Customer shall promptly notify Bakerford® of any unauthorized use of Customer’s accounts or any change in Customer’s authorized contacts.

10. Confidentiality

10.1 MSA Customers. For MSA Customers, confidentiality is governed by the MSA.

10.2 Legacy Customers. For Legacy Customers, each Party may receive confidential or proprietary information of the other Party in connection with the Services (“Confidential Information”). Bakerford®’s Confidential Information includes, without limitation, its methods, configurations, system designs, security architectures, runbooks, pricing, and documentation. Each Party shall: (a) use the other Party’s Confidential Information only to perform or receive the Services; (b) protect it with at least reasonable care; and (c) not disclose it to third parties except to its personnel and advisors who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that is publicly available through no fault of the receiving Party, independently developed without use of the disclosing Party’s Confidential Information, or rightfully received from a third party. A Party may disclose Confidential Information where required by law, provided it gives reasonable prior notice where permitted. These obligations survive termination.

11. Intellectual Property

11.1 MSA Customers. For MSA Customers, intellectual property rights are governed by the MSA.

11.2 Legacy Customers. For Legacy Customers, Bakerford® retains all right, title, and interest in and to its Services, methods, configurations, system designs, security architectures, software, tools, and documentation, and all intellectual property rights therein. Customer receives no license or ownership interest in any of the foregoing except a limited, non-exclusive, non-transferable right to use the Services during the term of the service relationship for Customer’s internal business purposes. Customer shall not copy, reverse engineer, resell, or create derivative works from Bakerford®’s configurations, tools, or documentation. Customer retains all right, title, and interest in Customer’s own data.

12. Customer Data

12.1 MSA Customers. For MSA Customers, the handling and return of Customer data are governed by the MSA.

12.2 Legacy Customers. For Legacy Customers, Customer retains ownership of Customer’s data. Bakerford® processes Customer’s data only as necessary to provide the Services and as required by law. Upon cancellation or termination, the return or disposition of Customer’s data is handled through the offboarding process described in Section 6.4 and, where executed, the Cancellation & Termination Agreement. Customer is responsible for maintaining its own backups of data not within Bakerford®’s managed backup scope.

13. HIPAA and Compliance Disclaimer

Bakerford® supports Customer’s compliance efforts. Use of the Services does not guarantee compliance with the Health Insurance Portability and Accountability Act (HIPAA) or any other law or regulation. Each Customer is responsible for ensuring that its use of the Services, together with its own internal policies and safeguards, complies with all applicable laws. Where Bakerford® acts as a business associate of Customer, the Parties’ obligations regarding protected health information are governed by a separate Business Associate Agreement.

14. Warranties and Disclaimers

14.1 MSA Customers. For MSA Customers, warranties and disclaimers are governed by the MSA.

14.2 Legacy Customers. For Legacy Customers, except as expressly stated in these Terms, the Services are provided “AS IS” and “AS AVAILABLE.” To the fullest extent permitted by law, Bakerford® disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Services will be uninterrupted, timely, secure, or error-free. Bakerford® does not warrant that the Services will prevent all security incidents or guarantee any particular outcome. Customer is responsible for its own systems, policies, and safeguards as set forth in Section 13.

15. Limitation of Liability

15.1 MSA Customers. For MSA Customers, limitation of liability is governed by the MSA.

15.2 Legacy Customers — excluded damages. For Legacy Customers, to the fullest extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of data, arising out of or relating to the Services, regardless of the theory of liability and even if advised of the possibility of such damages. This exclusion does not apply to Customer’s payment obligations, a Party’s indemnification obligations under Section 16, or a Party’s breach of confidentiality under Section 10.

15.3 Legacy Customers — liability cap. For Legacy Customers, except as set forth in Section 15.4, the aggregate liability of either Party arising out of or relating to the Services, regardless of the form of action, shall not exceed the total fees paid by Customer to Bakerford® during the twelve (12) months preceding the event giving rise to the claim.

15.4 Exclusions from the cap. The cap in Section 15.3 does not apply to: (a) Customer’s payment obligations; (b) a Party’s fraud, gross negligence, or willful misconduct; (c) a Party’s indemnification obligations under Section 16; or (d) a Party’s breach of confidentiality under Section 10.

15.5 Basis of the bargain. The Parties acknowledge that the fees reflect the allocation of risk in these Terms, that the limitations and exclusions in Sections 14, 15, and 16 form an essential basis of the bargain, and that these limitations apply notwithstanding any failure of essential purpose of any limited remedy. Nothing in these Terms limits liability that cannot be limited under applicable law.

16. Indemnification

16.1 MSA Customers. For MSA Customers, indemnification is governed by the MSA.

16.2 Legacy Customers. For Legacy Customers, Customer shall defend, indemnify, and hold harmless Bakerford® and its members, officers, employees, and agents from and against any third-party claims, and all resulting losses, damages, liabilities, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) Customer’s breach of these Terms; (b) Customer’s violation of any applicable law or regulation; (c) Customer’s data or content, or Customer’s use of the Services; or (d) Customer’s failure to maintain its own compliance obligations, including under HIPAA. Bakerford® shall provide Customer with reasonable notice of the claim, reasonable cooperation, and control of the defense and settlement, provided that no settlement imposing a non-monetary obligation on Bakerford® may be entered without Bakerford®’s consent.

17. Dispute Resolution

17.1 MSA Customers. For MSA Customers, dispute resolution is governed by the MSA.

17.2 Legacy Customers — informal resolution. For Legacy Customers, before initiating any formal proceeding (other than a matter within the carve-outs in Section 17.5), the Party asserting a dispute shall provide the other Party with written notice describing the dispute, and the Parties shall attempt in good faith to resolve it, including through mediation administered by a mutually selected mediator or, failing agreement, a mediator appointed by the American Arbitration Association (“AAA”), within thirty (30) days of the notice.

17.3 Legacy Customers — binding arbitration. For Legacy Customers, any dispute not resolved under Section 17.2 shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, before a single arbitrator, seated in Norman, Cleveland County, Oklahoma. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award reasonable attorneys’ fees to the prevailing Party.

17.4 Legacy Customers — class action waiver. For Legacy Customers, disputes shall be resolved only on an individual basis. Customer and Bakerford® each waive any right to bring or participate in a class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one Party’s claims or preside over any class or representative proceeding.

17.5 Carve-outs. Notwithstanding Sections 17.3 and 17.4, the following may be brought in the state courts located in Cleveland County, Oklahoma, or the United States District Court for the Western District of Oklahoma, without first proceeding through mediation or arbitration: (a) actions for injunctive or other equitable relief to prevent ongoing or imminent harm, including to protect Confidential Information or intellectual property; (b) actions to enforce or vacate an arbitration award; and (c) actions within the jurisdictional limit of small claims court.

17.6 Limitation period. For Legacy Customers, to the fullest extent permitted by law, any claim arising out of or relating to the Services must be brought within one (1) year after the claim accrues, or it is permanently barred.

18. Modifications to These Terms

Bakerford® may update these Terms from time to time. The current version is always available at bakerford.com/terms, with the version number and Effective Date shown at the top. Where Bakerford® makes a material change, Bakerford® will provide reasonable advance notice through the Services, by email, or by posting notice at bakerford.com/terms before the change takes effect. Customer’s continued use of the Services after the effective date of an updated version constitutes acceptance of the updated Terms. A Customer who does not agree to an updated version may cancel the Services in accordance with Section 6; cancellation is the Customer’s exclusive remedy for disagreement with an updated version.

19. General Provisions

19.1 Governing law and venue. These Terms and all matters arising out of or relating to them are governed by the laws of the State of Oklahoma, without regard to its conflict-of-laws principles. For MSA Customers, the venue and dispute resolution provisions of the MSA apply. For Legacy Customers, the dispute resolution provisions of Section 17 apply, and for any matter not subject to arbitration the Parties consent to the exclusive jurisdiction of the state courts located in Cleveland County, Oklahoma, and the United States District Court for the Western District of Oklahoma, and waive any objection to venue in those courts.

19.2 Force majeure. Bakerford® is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, power or telecommunications failures, acts of civil or military authority, cyberattacks, and failures or delays of third-party providers.

19.3 Assignment. Customer may not assign these Terms or the Services without Bakerford®’s prior written consent. Bakerford® may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms bind and benefit the Parties and their permitted successors and assigns.

19.4 Independent contractor. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

19.5 No third-party beneficiaries. These Terms do not confer any rights on any third party.

19.6 Notices. For MSA Customers, notices are governed by the notice provisions of the MSA, which control over this Section to the extent of any conflict; email is a courtesy method under those provisions and does not by itself constitute notice or determine the effective date of notice.

For all Customers, and except where the MSA provides otherwise, notices to Bakerford® must be sent by mail to:

Bakerford Technologies LLC d/b/a Bakerford®
Attn: Legal Department
2510 132nd Ave SE
Norman, OK 73026

A courtesy copy may also be sent by email to legal@bakerford.com. A mailed notice is effective three Business Days after deposit with the U.S. mail; email alone does not constitute notice to Bakerford® or determine its effective date.

Bakerford® may provide operational and service notices to Customer — including notices of changes to these Terms under Section 18 — by email to a Customer contact on file, through the Services, on an invoice, or by posting at bakerford.com/terms. Such operational and service notices are effective when sent or posted.

19.7 Severability and reformation. If any provision of these Terms is held invalid or unenforceable, that provision will be reformed to the minimum extent necessary to make it enforceable and to give effect to the Parties’ intent, and the remaining provisions continue in full force and effect. The limitations of liability in Section 15 are intended to be enforced to the greatest extent permitted by law.

19.8 Waiver. Bakerford®’s failure to enforce any provision of these Terms is not a waiver of its right to do so later. No waiver is effective unless in writing.

19.9 Electronic acceptance. Customer agrees that acceptance of these Terms through the means described in Section 1.1, and any electronic records and signatures used in connection with the Services, are valid and enforceable to the fullest extent permitted by law.

19.10 Headings and construction. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against either Party as drafter.

19.11 Survival. The following survive termination: Sections 5 (as to amounts accrued), 6 (as to accrued payment obligations, offboarding, and future-engagement eligibility), 10, 11, 12, 13, 14, 15, 16, 17, and 19, and any other provision that by its nature should survive.

19.12 Entire agreement. For Legacy Customers, these Terms, together with Customer’s invoices and grandfathered plan, constitute the entire agreement between the Parties regarding the Services and supersede all prior understandings regarding its subject matter, except as to grandfathered pricing, plan, and configuration. For MSA Customers, the MSA and its Incorporated Documents, together with these Terms, constitute the entire agreement.

19.13 Contact. Questions about these Terms may be directed to Bakerford® at support@bakerford.com or (855) 835-9440.