Terms of Service

Effective Date: March 7, 2026

These Terms of Service ("Terms") govern your use of the services, products, and website provided by Merkra LLC ("Merkra," "we," "us," or "our"). By engaging our services, purchasing a product, or using our website, you agree to be bound by these Terms. If you do not agree, please do not use our services.

1. Description of Services

Merkra provides:

• Custom Development: Design and development of custom web applications, portals, dashboards, and internal tools tailored to your business requirements.
• Business Process Automation: API integrations, workflow automation, payment flow configuration, document generation, CRM synchronization, and related services.
• WordPress Plugin Licensing: Development and distribution of WordPress plugins available under annual license subscriptions.

2. Acceptance of Terms

By accessing our website, submitting a project inquiry, executing a statement of work, or purchasing a plugin license, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

3. Payment Terms

• Invoicing: Invoices are due within thirty (30) days of issuance (net-30) unless otherwise agreed upon in a separate written agreement or statement of work.
• Deposits: Projects exceeding $5,000 USD require a deposit before work begins. The deposit amount will be specified in the project proposal or statement of work.
• Accepted Payment Methods: We accept credit card, ACH bank transfer, and wire transfer. All payments are processed securely through Stripe.
• Currency: All prices and invoices are denominated in United States Dollars (USD).
• Late Payments: Invoices not paid within the agreed period may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend work on any project with overdue invoices.
• Taxes: Prices do not include applicable taxes. You are responsible for all sales tax, use tax, VAT, or other taxes imposed by any governmental authority on the transactions contemplated by these Terms, excluding taxes based on our net income.

4. Intellectual Property

Custom Deliverables

Upon full payment of all fees due, the client receives full ownership of custom deliverables created specifically for the client as part of an engagement. This transfer of ownership applies only to the custom-developed portions of the deliverables.

Pre-Existing IP

Merkra retains all rights, title, and interest in pre-existing intellectual property, including but not limited to proprietary frameworks, libraries, code snippets, templates, methodologies, and reusable components that may be incorporated into client deliverables. The client receives a non-exclusive, perpetual, royalty-free license to use such pre-existing IP solely as part of the delivered solution.

Plugin Licenses

WordPress plugin licenses are non-exclusive and non-transferable. A license grants the right to use the plugin on the number of sites specified by the license tier for the duration of the subscription period. All plugin source code, design, and documentation remain the intellectual property of Merkra.

5. Confidentiality

Both parties agree to protect confidential information disclosed during the engagement. "Confidential Information" includes business plans, technical specifications, financial information, customer data, and any information marked as confidential or that a reasonable person would understand to be confidential.

• Each party will use at least the same degree of care to protect the other party's confidential information as it uses to protect its own, but in no event less than reasonable care.
• Confidential information may not be disclosed to third parties without prior written consent, except to employees or contractors who need access to perform work under these Terms and are bound by comparable confidentiality obligations.
• These obligations do not apply to information that is publicly known, independently developed, rightfully received from a third party, or required to be disclosed by law.

6. Warranty

• Custom Development: Merkra warrants that custom deliverables will conform to the agreed-upon specifications for a period of thirty (30) days following delivery ("Warranty Period"). During the Warranty Period, Merkra will correct any material defects at no additional charge. This warranty does not cover issues arising from client modifications, third-party software, or use outside the intended scope.
• WordPress Plugins: Plugins are provided "as-is" and "as-available" without warranty of any kind, express or implied. While we strive to maintain high quality and provide regular updates, we do not guarantee uninterrupted or error-free operation.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• Merkra's total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid by the client to Merkra in the twelve (12) months immediately preceding the event giving rise to the claim.
• In no event shall Merkra be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, regardless of the cause of action or the theory of liability.
• These limitations apply even if Merkra has been advised of the possibility of such damages.

8. Indemnification

You agree to indemnify, defend, and hold harmless Merkra, its officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of our services or deliverables
• Your breach of these Terms
• Your violation of any applicable law or regulation
• Any content or materials you provide to us during an engagement

9. Termination

• By Either Party: Either party may terminate an engagement by providing thirty (30) days' written notice to the other party.
• Payment for Work Completed: Upon termination, the client shall pay for all work completed and expenses incurred through the termination date. Merkra will deliver all completed work product upon receipt of payment.
• For Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice.
• Plugin Licenses: Plugin license subscriptions may be cancelled at any time and will remain active through the end of the paid subscription period.

10. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, or interpretation thereof shall be resolved by binding arbitration administered in the State of Indiana. The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court having jurisdiction.

Each party shall bear its own costs of arbitration, and the parties shall share equally the fees of the arbitrator and the arbitration forum.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, United States, without regard to its conflict of law provisions.

12. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

13. Entire Agreement

These Terms, together with any statements of work, project proposals, or order forms executed by the parties, constitute the entire agreement between you and Merkra regarding the subject matter herein and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

14. Modifications

We reserve the right to modify these Terms at any time. Changes will be effective upon posting the updated Terms to our website with a revised effective date. Your continued use of our services after such changes constitutes acceptance of the modified Terms. For active engagements, material changes will be communicated via email.

15. Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.

16. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Merkra may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, power failures, internet disruptions, or pandemic.

18. Contact

If you have questions about these Terms, please contact us at:

Merkra LLC
Email: [email protected]