Barton Enterprises NH LLC
Barton Enterprises NH LLC Software Subscription Terms of Service
1. Parties, business use, and authority
These Terms of Service (the "Terms") govern software and related services supplied by Barton Enterprises NH LLC, a New Hampshire limited liability company doing business as Barton Digital ("Barton," "we," "us," or "our"). A company, sole proprietorship, or other business organization purchasing or operating a workspace is the "Customer," "you," or "your" for the commercial provisions. A person accepting on behalf of Customer represents that the person is at least 18 years old, has authority to bind Customer, and acquires the Service primarily for business or commercial purposes rather than personal, family, or household use. A person without that authority must not represent that the person binds Customer. Individual workforce users, showroom visitors, home buyers, and other personal-use users have the limited obligations and protections described in Section 32; they do not become business subscribers or personal guarantors merely by accessing a workspace or accepting applicable use rules. Barton Digital and product names are trade names, not separate contracting entities. If a user does not agree to the provisions applicable to that user's role, the user must not accept them.
2. Service, Orders, and precedence
Barton provides hosted software that may include digital showrooms, home catalogs, documents, leads and customer relationship management, customer accounts, quotes, projects, work orders, tasks, calendars, time tracking, asset records, payroll and accounting integrations, analytics, support, and related features (the “Service”). An online checkout, accepted proposal, order form, subscription record, or other ordering document identifies the selected plan, modules, seats, limits, fees, and term (each an “Order”). These Terms, the applicable Order, and expressly incorporated policies are the entire agreement for the Service. An Order controls over these Terms only for a directly conflicting, Order-specific commercial term; it does not modify Barton’s intellectual-property ownership, acceptable-use requirements, disclaimers, liability limits, indemnification rights, security rights, or dispute provisions unless it expressly identifies the provision being changed and is signed by Barton.
3. License, users, and plan limits
Subject to timely payment and compliance with the Agreement, Barton grants Customer a limited, revocable, nonexclusive, non-sublicensable, and nontransferable right during the subscription term for authorized users to access the Service for Customer’s internal business operations and authorized customer-facing experiences. The right is limited to the seats, modules, brands, locations, models, storage, and other limits in the Order. Customer may not resell, rent, time-share, white-label for an unlicensed third party, or permit another business to use its workspace unless an Order expressly allows it. Barton may measure use and enforce plan limits. Excess use may be blocked or billed at the then-current rate after notice.
4. Fees, renewals, taxes, and price changes
Customer must pay all fees, usage charges, taxes, and authorized add-ons shown in an Order or checkout. Except where an Order or non-waivable law states otherwise, fees are noncancelable and nonrefundable, subscriptions renew for successive periods of the same length until canceled before renewal, and cancellation stops future renewals but does not erase accrued amounts. Customer authorizes Barton and its payment provider to charge the selected method, including for renewals, added seats, and approved modules. Customer must keep billing information current and promptly address failed payments, disputes, and chargebacks. Past-due amounts may accrue the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs and attorneys’ fees where permitted. Customer may not withhold or offset amounts due. All catalog prices, estimates, implementation fees, home prices, plan rates, promotions, and quotes displayed through the Service are subject to change until confirmed in a completed checkout or signed Order. Barton may change recurring subscription pricing prospectively on at least thirty calendar days of electronic notice, effective no earlier than the first renewal following that notice period, or after any longer notice or fixed-price period required by the Order or applicable law. Taxes, usage, added seats, Customer-requested changes, and legally required charges may take effect sooner when authorized or legally required. Confirmed discounts apply for their agreed duration and eligibility conditions; a new catalog price or promotion does not retroactively change a completed charge or silently revoke a committed discount. Future offers may have separately disclosed conditions. Nothing restricts a good-faith billing dispute or a non-waivable payment or cancellation right.
5. Customer’s business, homes, prices, field operations, and consumer transactions
Customer—not Barton—is the seller, dealer, builder, contractor, manufacturer representative, employer, project manager, snow-service provider, or other service provider in its transactions. Barton is not a party to Customer’s home sales, construction contracts, financing, employment decisions, routes, plowing or sanding services, work orders, warranties, quotes, or consumer agreements and does not act as Customer’s broker, contractor, architect, engineer, accountant, attorney, fiduciary, dispatcher, or agent. Customer is solely responsible for the legality, accuracy, completeness, availability, and timeliness of its models, dimensions, specifications, floor plans, renderings, options, prices, quotes, project records, routes, service records, and other information; for clearly disclosing that prices and availability are subject to change; and for confirming final information directly with each consumer. Visualizers, renderings, floor plans, measurements, budgets, schedules, route plans, maps, addresses, geolocation, weather information, estimated arrival times, service-status indicators, and automated suggestions are informational planning aids only. They may be delayed, incomplete, inaccurate, or unavailable and must not be used as stamped plans, engineering instructions, code determinations, emergency dispatch, real-time traffic or weather warnings, autonomous navigation, or guarantees of final appearance, price, route safety, availability, delivery, service, or completion. Customer and each driver remain solely responsible for confirming destinations and routes, observing actual road, weather, site, and equipment conditions, obtaining property access and permissions, complying with traffic and safety laws, avoiding device interaction while driving, and safely performing all work. Customer is responsible for permits, licenses, building and safety codes, accessibility, manufacturer authorization, product claims, warranties, advertising, financing disclosures, and performance of every consumer obligation. Customer must maintain all insurance required by applicable law and commercially reasonable coverage appropriate to its activities, vehicles, employees, data, products, and services and, following a related claim or identified material risk, provide reasonable evidence of that coverage upon request.
6. Accounts, roles, and Customer security duties
Customer is responsible for its company code, administrators, users, role and permission assignments, devices, authentication methods, and all activity in its workspace, including activity by employees, contractors, consumers, and anyone using Customer-issued credentials. Customer must provide accurate account information, use unique credentials, protect authentication factors, promptly remove departed or unauthorized users, apply least-privilege access, and notify Barton immediately of suspected compromise. Named accounts may not be shared. Barton may rely on instructions from Customer’s designated administrators and is not liable for actions taken in reasonable reliance on those instructions. Customer remains responsible for unauthorized use caused by its failure to meet these obligations.
7. Acceptable use, prohibited content, and copyright complaints
Customer and its users will not: violate law or another person’s rights, including copyright, trademark, privacy, publicity, or other intellectual-property rights; facilitate fraud, harassment, threats, discrimination, trafficking, or exploitation; upload malware or attack, probe, scrape, overload, evade, or interfere with the Service; bypass security, moderation, billing, or plan limits; reverse engineer, copy, benchmark for a competing product, or derive source code except where a non-waivable law expressly permits it; harvest data; misrepresent identity or affiliation; or use the Service to send unlawful or nonconsensual communications. Customer must not create, upload, link to, solicit, distribute, or facilitate illegal, infringing, abusive, or exploitative material, including content that harms or exploits minors, nonconsensual intimate imagery, unlawful adult content, or other content prohibited by law. Barton has adopted a policy of terminating, in appropriate circumstances and at Barton’s reasonable discretion, subscribers and account holders who are repeat infringers. Copyright owners and authorized agents may submit notices of claimed infringement through the Legal Request page at https://www.barton-digital.com/legal. Notices and counter-notices must contain the information and statements required by applicable law. Barton may forward a notice or counter-notice and related contact information to the affected parties, restrict or remove material, disable access, restore material when legally appropriate, preserve relevant records, and make reports or cooperate with authorities as required by law. Customer will not interfere with standard technical measures used by copyright owners to identify or protect copyrighted works when applicable. Barton is not required to pre-screen or continuously monitor every item.
8. Customer Content and permissions
As between the parties, Customer retains its rights in model data, photos, floor plans, renderings, flyers, trademarks, documents, communications, leads, notes, project records, and other material submitted by or for Customer (“Customer Content”). Customer grants Barton and its subprocessors a worldwide, nonexclusive, royalty-free license during the Agreement and any lawful retention period to host, copy, process, transmit, display, reformat, back up, scan, moderate, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, maintain, analyze, enforce, and improve the Service; prevent or investigate misuse; comply with law and legal process; and exercise Barton’s rights under the Agreement. Customer represents and warrants that it has all rights, notices, permissions, consents, and lawful bases required for Customer Content and Barton’s authorized processing, including manufacturer materials and personal information. Customer must not submit, publish, distribute, link to, or direct Barton to use material unless Customer owns it or has a valid license or other lawful authorization sufficient for every use made through the Service. Customer is solely responsible for verifying and documenting those rights before the material is uploaded, published, or otherwise used and must provide reasonable evidence of those rights upon request following a complaint or identified risk.
9. Privacy, communications, and regulatory compliance
Customer determines the purposes of its consumer and workforce relationships and is responsible for its privacy notices, retention instructions, marketing practices, payroll practices, and lawful basis for collecting and using personal information. Customer must comply with applicable privacy, data-protection, consumer-protection, telemarketing, email, text-message, employment, wage-and-hour, payroll, tax, labor, recording, biometric, accessibility, advertising, and industry-specific laws. Customer must obtain legally sufficient consent before sending marketing communications or collecting precise location, recordings, or other regulated data. Customer is solely responsible for configuring overtime, rounding, breaks, approvals, pay periods, classifications, and payroll mappings in accordance with applicable law and for reviewing every time and payroll record before payment or filing. Barton processes account, lead, saved-home, preference, note, time, activity, device, network, subscription, support, moderation, integration, and related data to operate and protect the Service as described in the Agreement and applicable privacy notices. Customer must not place Social Security numbers, payment-card data outside approved payment fields, financial-account credentials, health records, government identification numbers, or other highly sensitive information in fields not expressly designed for it.
10. Location and device information
The Service may request precise device location for an expressly disclosed workflow, including a time-clock event. Coordinates are collected only after device permission and a disclosed user action. A Customer may configure time-clock location as disabled, optional, or required, but Customer is solely responsible for providing legally sufficient workforce notice, obtaining any required consent, offering any legally required alternative, and complying with employment and privacy law. The consent result, account, server-observed IP address, browser or device information, timestamp, coordinates, and reported accuracy may be associated with the account and logged for authorized workflow, security, fraud-prevention, abuse-investigation, and support purposes. Location is captured only at the disclosed action and is not continuously tracked. Barton will not sell precise location data or use it for behavioral advertising.
11. Barton administrative access, moderation, and legal process
As Service owner and host, Barton may authorize specifically designated personnel and subprocessors to access, review, quarantine, preserve, copy, export, and disclose Customer Content and related leads, account data, logs, messages, notes, device or network identifiers, billing records, backups, and metadata when reasonably necessary to operate, secure, support, maintain, or improve the Service; investigate fraud, abuse, exploitation, prohibited content, policy violations, or unlawful conduct; protect persons, rights, property, or the Service; enforce the Agreement; respond to emergencies; make legally required reports; or respond to a preservation request, subpoena, court order, warrant, regulatory demand, or other valid legal process. Purpose-limited access and material administrative actions may be logged. Barton may place legal holds that suspend deletion and may preserve records for the period Barton reasonably determines is required. Barton may notify Customer of a demand when lawful and appropriate but may withhold notice when prohibited, during an emergency, or where notice could harm an investigation, person, right, or the Service. A request from an attorney or private person alone does not compel disclosure; Barton may require consent, verification, or valid legal authority.
12. Security incidents and Customer cooperation
Barton maintains safeguards designed for the nature of the Service, but no system, transmission, or storage method is completely secure or uninterrupted. Customer must promptly report suspected unauthorized access, credential loss, security weaknesses, prohibited content, or unlawful use; preserve relevant evidence; cooperate in investigation and remediation; and provide accurate information reasonably available to Customer. This cooperation duty does not prohibit honest reviews, good-faith security reports, legally protected disclosures, or reports to regulators or law enforcement. Barton may rotate credentials, require password or authentication changes, invalidate sessions, block networks or devices, isolate data, restrict integrations, or take other protective action without advance notice. When Barton reasonably believes a suspected or confirmed security incident, attack, compromise, data-integrity risk, or related threat could cause or increase loss, Barton may temporarily suspend access to any affected or potentially affected account, feature, integration, system, or, when reasonably necessary, the entire Service. Barton may maintain the suspension for the time reasonably required to contain the threat, prevent or limit loss, protect people, data, property, and systems, preserve evidence, investigate the incident, and complete secure recovery. Barton will use commercially reasonable efforts under the circumstances to limit the scope and duration of the suspension and restore access when Barton reasonably determines it is safe to do so, but cannot guarantee uninterrupted access during containment or recovery. Security-incident and breach notifications will be made as required by applicable law; nothing in the Agreement waives a duty that law does not permit the parties to waive.
13. Data availability, exports, backups, and retention
The Service is not Customer's sole system of record unless an Order expressly says otherwise. Customer should maintain independent, current copies needed for legal, tax, accounting, safety, construction, employment, warranty, and continuity purposes and regularly use available exports. Under Barton's current Privacy Notice and business-record policy, CRM, projects, associated comments, business messages and email records, accepted photos, videos, documents, and other covered business records have no scheduled automatic expiration and are retained indefinitely for disclosed lawful purposes. Ordinary workspace deletion can remove access without erasing protected archives. This is not unlimited storage, a guarantee of recovery, a complete historical mailbox or edit history, or permission to disregard valid erasure obligations, data minimization, purpose limits, or lawful company instructions. Temporary uploads, authentication secrets, expired codes, sessions, and optional analytics follow their separate security and privacy lifecycles. Operational recovery snapshots rotate separately; backups may be incomplete and do not replace independent copies. Customer must verify the readability, completeness, and secure storage of an export before authorizing any supported permanent deletion. An authorized deletion may be irreversible; legal holds, restricted content, and lawful preservation obligations may prevent or delay it. Required privacy-rights responses are not conditioned on payment of subscription fees. Barton may establish prospective storage and export limits with reasonable notice and may quote reasonable fees for extraordinary recovery or export work, but will not treat routine storage changes as permission to silently purge protected records contrary to the applicable retention policy. Changes to retention must remain consistent with applicable law, required notices, and binding commitments.
14. Third-party services and integrations
The Service may link to or interoperate with payment processors, identity providers, accounting, CRM, project, cloud-storage, manufacturer, mapping, email, monitoring, and other third-party services. Customer authorizes Barton to exchange the data reasonably necessary for each integration Customer enables. Third-party services are governed by their own terms, fees, permissions, security, and availability. Barton does not control and is not responsible for their content, processing, acts, omissions, outages, API changes, data loss, account decisions, or discontinued features. Barton may suspend or discontinue an integration if it becomes insecure, unlawful, unavailable, commercially impractical, or materially changed. Customer is responsible for its third-party accounts and for verifying synchronized information before relying on it.
15. Changes, maintenance, previews, and availability
Barton may maintain, patch, secure, improve, reconfigure, add, or discontinue Service features and may perform scheduled or emergency maintenance. Barton will use commercially reasonable efforts to avoid materially reducing a paid core feature during a current term; if Barton permanently removes such a feature without a reasonably comparable replacement, Customer’s exclusive remedy is to terminate the affected Order within thirty days after notice and receive a prorated refund of prepaid unused fees for that affected feature or term. Features identified as beta, preview, trial, pilot, experimental, or free may be changed or withdrawn at any time and are provided without service commitments, warranties, or indemnity. No uptime, response-time, recovery-time, or support commitment applies unless stated in an Order or service-level agreement signed by Barton.
16. Barton intellectual property and feedback
Barton and its licensors own the Service, source and object code, architecture, workflows, interfaces, designs, templates, documentation, analytics methods, improvements, derivative works, trademarks, and all related intellectual-property and proprietary rights. No ownership transfers to Customer. Customer may not remove proprietary notices or use Barton’s marks without permission. If Customer or a user provides ideas, requests, suggestions, or other feedback, Customer grants Barton a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and commercialize that feedback without restriction or payment. Barton may create and use aggregated or de-identified information that does not reasonably identify Customer or a person to operate, secure, analyze, benchmark, and improve its services and business.
17. Confidentiality
Each party receiving nonpublic business, technical, security, financial, or customer information (“Confidential Information”) will use at least reasonable care to protect it and will use it only to perform, receive, administer, secure, investigate, enforce, or exercise rights under the Agreement. Confidential Information excludes information the recipient can document was lawfully known without restriction, independently developed without use of the information, publicly available without breach, or rightfully received from another source. The recipient may disclose information to personnel, professional advisers, and subprocessors with a need to know and appropriate duties, and as required by law or valid legal process. Where lawful and appropriate, the recipient will provide reasonable notice and assistance at the disclosing party’s expense. These duties survive termination for three years, except trade secrets remain protected while legally qualifying as trade secrets.
18. Limited warranty and exclusive remedy
Barton warrants only that, during a paid subscription, the Service will materially conform to Barton’s then-current documentation under normal authorized use. Customer must provide detailed written notice of a claimed breach within thirty days after discovery and reasonably cooperate. Customer’s sole and exclusive remedy, and Barton’s entire obligation, is for Barton to use commercially reasonable efforts to correct or re-perform the affected Service or, if Barton determines correction is not commercially reasonable, terminate the affected Order and refund prepaid unused fees for the terminated portion. This warranty does not cover misuse, unauthorized changes, Customer or third-party systems or content, free or preview features, unsupported configurations, or events outside Barton’s reasonable control.
19. Disclaimers
EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 18, THE SERVICE, SUPPORT, OUTPUTS, CONTENT, INTEGRATIONS, BACKUPS, AND ALL FREE OR PREVIEW FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARTON AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY, AND RESULTS. BARTON DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, IMMUNE FROM ATTACK, OR SUITABLE FOR CUSTOMER’S LEGAL, SAFETY, ACCOUNTING, TAX, CONSTRUCTION, EMPLOYMENT, OR RECORD-RETENTION OBLIGATIONS. CUSTOMER IS RESPONSIBLE FOR VERIFYING INFORMATION AND FOR ITS BUSINESS DECISIONS. THIS SECTION DOES NOT DISCLAIM A WARRANTY OR RIGHT THAT APPLICABLE LAW DOES NOT PERMIT TO BE DISCLAIMED.
20. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARTON, ITS AFFILIATES, LICENSORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; SUBSTITUTE SERVICES; OR LOSS, CORRUPTION, UNAVAILABILITY, OR RESTORATION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICE WILL NOT EXCEED THE FEES CUSTOMER ACTUALLY PAID TO BARTON FOR THE AFFECTED SERVICE DURING THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY; FOR A FREE SERVICE OR ACCOUNT WITH NO SUCH FEES, THE CAP IS ONE HUNDRED U.S. DOLLARS. THE CAP IS A SINGLE COMBINED AGGREGATE LIMIT FOR BARTON AND ALL PROTECTED PARTIES, NOT A SEPARATE LIMIT FOR EACH PERSON, CLAIM, OR THEORY. THESE LIMITS APPLY TO ALL THEORIES AND ALLOCATE RISK BETWEEN THE PARTIES. CUSTOMER’S PAYMENT, INDEMNIFICATION, ACCEPTABLE-USE, UNAUTHORIZED-ACCESS, CONFIDENTIALITY, AND INTELLECTUAL-PROPERTY OBLIGATIONS ARE NOT LIMITED BY THIS SECTION. NOTHING LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR AN OBLIGATION THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED. MANDATORY CONSUMER, PRIVACY, DATA-SECURITY, PERSONAL-INJURY, AND OTHER STATUTORY RIGHTS REMAIN IN EFFECT TO THE EXTENT THEY CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
21. Customer defense, indemnification, and reimbursement
Customer will defend, indemnify, and hold harmless Barton, its affiliates, licensors, and their owners, officers, employees, contractors, and agents from every third-party claim, investigation, demand, proceeding, judgment, settlement, penalty, fine, loss, damage, cost, and expense, including reasonable attorneys’ fees, arising out of or relating to: Customer Content; Customer’s homes, products, services, projects, routes, driving, plowing, sanding, work orders, prices, quotes, warranties, financing, employment, marketing, communications, or consumer transactions; Customer’s or a user’s violation of law, rights, consent requirements, or the Agreement; an allegation that Customer Content infringes or misappropriates rights; Customer’s instructions; or use of the Service through Customer’s workspace. Without limiting the foregoing, if Customer or any user uploads, publishes, displays, distributes, links to, directs Barton to process, or otherwise uses material without sufficient copyright, trademark, publicity, privacy, or other intellectual-property rights, Customer is solely responsible for the resulting matter and must promptly reimburse every indemnified party for all reasonable, documented losses, liabilities, damages, judgments, approved settlements, penalties, fines, costs, and expenses incurred because of that material or use. Reimbursable amounts include reasonable attorneys’ fees and court costs; claimant, settlement, licensing, and service-provider charges; investigation, evidence-preservation, notice, takedown, disabling-access, moderation, removal, restoration, and remediation costs; technical, security, storage, vendor, and administrative expenses; and costs of responding to subpoenas, claims, demands, audits, or government inquiries. These obligations cover reasonable costs incurred directly by Barton in operating, protecting, or restoring the Service and costs incurred by every other indemnified party, in each case to the maximum extent permitted by law. Customer must pay an undisputed reimbursement demand within fifteen days after receiving reasonable supporting documentation; a good-faith dispute over a specific amount does not delay payment of undisputed amounts. These defense, payment, and reimbursement obligations are independent of subscription fees and are not limited by Section 20. Barton will provide reasonably prompt notice when practicable and reasonable cooperation at Customer’s expense. Barton may select counsel and control the defense if it reasonably determines its interests may differ. Customer may not settle without Barton’s prior written consent if the settlement admits fault, imposes an obligation, restricts a right, or does not unconditionally release every indemnified party. Failure to give prompt notice relieves Customer only to the extent of material prejudice. These obligations apply only to the extent the matter is attributable to Customer or its users, personnel, agents, subcontractors, content, products, services, instructions, or breach. Customer is not required to cover losses caused by an indemnified party's own negligence, fraud, willful misconduct, or breach of this Agreement. Fines, penalties, and other amounts are reimbursable only where their allocation is lawful; no punitive administrative fee or duplicate recovery is authorized. Barton must take reasonable steps to mitigate recoverable costs and reasonably substantiate its demand. Nothing shifts a statutory duty that cannot lawfully be delegated.
22. Dispute resolution; individual arbitration; class and jury waivers
PLEASE READ THIS SECTION CAREFULLY. This Section applies only to a business Customer through an authorized representative, not to personal-use consumers or individual users without authority to bind that business. Except for an Excluded Claim described below, any dispute, claim, or controversy arising out of or relating to the Agreement, Service, relationship, or their formation, interpretation, breach, or termination will be resolved by final and binding arbitration on an individual basis under the Federal Arbitration Act. Before starting arbitration, the claimant must send a written notice describing the facts, requested relief, and contact information through the Legal Request page at https://www.barton-digital.com/legal and to the notice contact in the Order. Representatives with settlement authority will attempt in good faith to resolve the dispute for at least thirty days. If unresolved, arbitration will be administered by the American Arbitration Association under its then-current Commercial Arbitration Rules by one arbitrator, in English, in New Hampshire or by secure video conference as the arbitrator permits. The arbitrator may grant relief available to an individual party and will issue a reasoned written award; judgment may be entered in a court with jurisdiction. An “Excluded Claim” is a qualifying individual small-claims action; an action to collect undisputed fees; or a request for temporary, preliminary, or permanent injunctive relief concerning intellectual property, confidentiality, data security, unauthorized access, prohibited content, or interference with the Service. EACH PARTY WAIVES TRIAL BY JURY. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. The arbitrator may not combine claims of different customers or conduct a class, collective, consolidated, mass, or representative proceeding. Customer may opt out of this Section's arbitration requirement and associated jury and class-action waivers by delivering a signed notice identifying Customer, account, signer, and the decision to opt out through the Legal Request page within thirty days after Customer first accepts version 2.4. A valid prior opt-out remains effective. Opting out does not cancel the subscription or change its price. Arbitration fees and procedures are governed by the applicable AAA rules and mandatory law; this Agreement does not override mandatory provider procedures, statutory fee-shifting, or relief that cannot lawfully be waived. If AAA declines administration because of this clause and the parties do not agree on an available lawful substitute, the dispute may proceed in a court with jurisdiction. If a final decision holds a particular claim or requested remedy cannot lawfully be arbitrated or a waiver cannot lawfully be enforced, only that claim or remedy will proceed in court after all arbitrable matters are completed, unless applicable law requires otherwise. Nothing in this Section waives a non-waivable statutory right or prevents a party from reporting to or cooperating with a government agency.
23. New Hampshire law and court venue
New Hampshire law governs the Agreement and every non-arbitrable dispute, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 22. The state and federal courts located in New Hampshire have exclusive jurisdiction over Excluded Claims, enforcement of arbitration, and any matter not lawfully subject to arbitration, and each party irrevocably consents to personal jurisdiction and venue there and waives objections based on inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
24. Suspension, termination, and effect
Barton may immediately suspend or restrict a user, workspace, content, integration, or feature, with or without prior notice, if Barton reasonably believes there is nonpayment, credential compromise, an attack, fraud, prohibited content, unlawful activity, a threat to a person or system, material breach, legal exposure, excessive use, or a need to comply with law or protect the Service. Barton may terminate for an uncured material breach after ten days’ notice, immediately if breach cannot be cured or continued access creates legal, safety, or security risk, or on thirty days’ notice for convenience with a prorated refund of prepaid unused subscription fees for the terminated period. Customer may terminate for Barton’s uncured material breach after thirty days’ detailed written notice or cancel renewal as provided in the Order. On termination, rights and access end and all accrued fees become due. Subject to payment, technical feasibility, law, legal holds, security, and applicable retention limits, Barton may provide a limited period to export available Customer Content. Barton need not return quarantined, unlawful, compromised, preserved, or restricted material. Sections that by nature should survive—including payment, ownership, confidentiality, disclaimers, liability limits, indemnification, disputes, records, and general terms—survive.
25. Electronic records, signatures, and notices
Customer consents to receive and retain Terms, Orders, invoices, renewal and price notices, policy notices, legal notices, and other records electronically. Customer confirms it can access, download, and print them using a current web browser and PDF-capable device. Checked boxes and the “I agree and continue” click are intended as the signer’s electronic signature and are logically associated with the exact Terms version, account, time, IP address, user-agent information, acceptance wording, and proof hash recorded by Barton. Customer may request a paper copy or withdraw consent to future electronic records through the Legal Request page; withdrawal may require account closure if Barton cannot reasonably administer the Service on paper and does not affect prior consent. Customer must keep contacts current. Routine notices may be sent to the account email or displayed in the Service and are effective when sent or posted. Formal legal notices must be delivered through https://www.barton-digital.com/legal and to the Order contact; Barton may require additional delivery for a particular matter.
26. Changes to Terms
Barton may update these Terms to reflect changes in law, security, risk, features, or business practices. For a material update, Barton will provide reasonable notice and require a newly logged affirmative acceptance before continued protected access. Nonmaterial updates may take effect on the stated effective date after electronic notice. An update applies prospectively following the required notice and acceptance; it does not retroactively change amounts already paid, the terms governing an accrued dispute, an existing acceptance record, or a released claim. A new version must be presented and recorded as a new acceptance, not substituted into a historical record. If Customer does not accept a required update, Customer must stop using the Service and may cancel future renewal; access may be restricted or terminated. A separately signed agreement may modify these Terms only as stated in Section 2.
27. General terms
Customer may not assign the Agreement, delegate obligations, or transfer an account without Barton’s prior written consent. Barton may assign the Agreement to an affiliate or in connection with a financing, merger, reorganization, sale of equity or assets, or transfer of the Service. The parties are independent contractors; the Agreement creates no partnership, joint venture, franchise, fiduciary, employment, or agency relationship. Customer will comply with applicable export-control and sanctions laws. Barton is not liable for delay or failure caused by events beyond its reasonable control, including disasters, utility or Internet failures, attacks, labor disputes, government action, epidemics, third-party outages, or failures of Customer systems. Except for authorized affiliates and indemnified parties, there are no third-party beneficiaries. Failure to enforce is not a waiver. If a provision is unenforceable, it will be narrowed only to the minimum extent necessary and the remainder will continue, subject to the specific severability rule in Section 22. Headings aid reading but do not limit meaning. “Including” means “including without limitation.” Electronic counterparts are originals. The Agreement supersedes prior or contemporaneous discussions and agreements about its subject.
28. Contracting entity and protection of individual owners
Customer contracts with Barton Enterprises NH LLC, not with its individual members, managers, owners, officers, employees, or contractors. No such person personally guarantees performance, refunds, debts, or other company obligations solely by owning, managing, developing, supporting, or representing the Service. Customer will direct claims based solely on Barton's contractual obligations to Barton Enterprises NH LLC rather than assert personal liability solely because of a person's company role. A personal guarantee exists only if separately and expressly signed by the individual in an individual capacity. These provisions do not immunize anyone from the person's own independently actionable fraud, gross negligence, willful misconduct, or liability that applicable law does not permit to be excluded, and do not override a court's lawful authority. The protected parties may enforce the applicable indemnities and liability limits as intended third-party beneficiaries, subject to all stated exceptions.
29. Custom websites, applications, and SaaS development
Custom design, development, migration, integrations, and consulting are separate engagements requiring an accepted written scope or Order describing deliverables, milestones, fees, dependencies, acceptance criteria, ownership or license rights, and included support. Subscription fees alone do not purchase source-code ownership, bespoke development, unlimited revisions, perpetual hosting, domain registration, ongoing maintenance, or a service-level commitment. Scope changes, additional revisions, and third-party charges require written agreement before additional fees are incurred. Estimates depend on timely Customer materials, access, decisions, and cooperation; material dependency changes require a reasonable schedule or scope adjustment, not an unlimited unilateral fee. Customer must approve its content, claims, prices, licenses, and launch decisions and identify specific departures from agreed acceptance criteria. Customer Content remains Customer's; agreed rights in paid custom deliverables follow the written Order. Barton retains pre-existing and reusable tools, libraries, know-how, platform components, and separately licensed materials unless expressly assigned, and supplies any agreed license needed for the delivered work. Nothing in these Terms withdraws rights already granted under a signed Order. Third-party licenses remain applicable. Any portfolio use of nonpublic Customer work or branding requires permission.
30. Automation, analytics, communications, and external websites
Automated calculations, AI-assisted suggestions, summaries, analytics, company or network labels, reminders, and generated content are aids, not professional advice or independent verification. Customer must review material outputs before publication, billing, payroll, signature, dispatch, or reliance. Network and visitor indicators do not establish a visitor's identity, employer, or competitor status. Barton does not promise particular search rankings, traffic, lead volume, revenue, savings, conversion rates, regulatory approval, or commercial outcomes. Email delivery, push notifications, calendar sync, offline availability, and device synchronization depend on permissions, providers, connectivity, supported versions, and available storage; a queued message or offline edit is not proof of delivery or completed server synchronization. Customer should confirm critical communications and retain independent copies. Customer and its separately engaged web designer remain responsible for systems they control, including domains, DNS, reverse proxies, certificates, third-party hosting, and configuration changes, except work expressly assigned to Barton by an Order. Barton remains responsible for its own contractual obligations and cannot disclaim non-waivable duties through a third-party or automation label.
31. Document signatures and records
Document upload, signature placement, electronic acceptance, timestamps, and audit records are technical tools. Customer is responsible for the document's accuracy and legality, required disclosures, identifying intended signers, authority to sign, obtaining required electronic-record consent, and deciding whether the document requires witnesses, notarization, original delivery, or another legally prescribed process. Access to an email address or account alone does not guarantee legal identity or authority. Barton does not guarantee that every document or signature is enforceable in every jurisdiction or suitable for real-estate, financing, employment, or other regulated transactions. Do not alter a completed signed document without the required approvals and a new signing process where necessary. Parties should retain the completed document and available audit evidence. These duties do not relieve Barton of its own agreed technical responsibilities or any duty imposed by law.
32. Individual users, consumer protections, and lawful disclosures
An individual using a customer account, shared project, showroom, or workforce account without authority to contract for a business agrees only to applicable account-security, lawful-use, content-permission, privacy, and service-access rules and provisions that lawfully apply to that individual's own use. Such access does not impose the business Customer's subscription charges, guarantees, commercial indemnities, or Section 22 arbitration, jury, and class-action waivers on that individual. An authorized company representative remains responsible for accepting the business subscription. Nothing in these Terms removes mandatory consumer, employment, privacy, accessibility, data-security, or other statutory protections; restricts truthful reviews, lawful competition, good-faith security reporting, legal advice, complaints to regulators, or cooperation with authorities; or claims ownership of a person's review. Confidentiality and platform-security duties remain applicable only to the extent lawful. No provision promises immunity from a lawful claim or changes obligations that cannot be waived by contract.