Terms of Service

Services & Scope of Work

1.1 Statements of Work. All professional services provided by TX GIS Solutions LLC shall be described in a mutually executed Statement of Work ("SOW") or Project Agreement. Each SOW shall specify the deliverables, timeline, fees, and any applicable technical specifications. In the event of a conflict between an SOW and this Agreement, the SOW shall govern with respect to the specific engagement only.

1.2 Changes to Scope. Any modification to an agreed scope of work must be documented in a written Change Order executed by both parties prior to the commencement of the changed work. Verbal approvals do not constitute authorization. The Company reserves the right to adjust project timelines and fees to reflect any scope changes.

1.3 Client Responsibilities. Client agrees to provide timely access to all data, systems, personnel, and documentation reasonably required for the Company to perform services. Delays caused by Client's failure to provide required access or approvals may result in schedule adjustments and additional fees, for which the Company shall bear no responsibility.

1.4 Subcontractors. The Company may engage qualified subcontractors to assist in the delivery of services. The Company remains responsible for the performance of any subcontracted work and shall ensure subcontractors are bound by confidentiality obligations consistent with this Agreement.

1.5 Standards of Performance. The Company shall perform all services in a professional and workmanlike manner consistent with industry standards for GIS consulting services. The Company does not warrant that deliverables will be error-free, but will make commercially reasonable efforts to correct material defects identified within thirty (30) days of delivery.

Payment Terms

2.1 Fees. Fees for services are set forth in the applicable SOW and may be structured as fixed-price, time-and-materials, retainer, or milestone-based, as agreed by the parties. All fees are stated in United States dollars.

2.2 Invoicing. The Company will issue invoices in accordance with the payment schedule in the applicable SOW. In the absence of a specified schedule, invoices will be issued monthly for work performed during the preceding calendar month.

2.3 Payment Due. All invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified in the SOW. Client acknowledges that as a governmental entity, procurement and payment processes may require additional lead time, and agrees to use reasonable efforts to process payments within the stated terms.

2.4 Late Payments. Invoices not paid within thirty (30) days of the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted under applicable Texas law, whichever is less. The Company reserves the right to suspend services upon written notice if any invoice remains unpaid for more than forty-five (45) days past due.

2.5 Expenses. Unless otherwise stated in the SOW, Client shall reimburse the Company for reasonable, pre-approved out-of-pocket expenses incurred in connection with the services, including travel, lodging, and data acquisition costs. Expenses will be invoiced at cost with supporting documentation.

2.6 Taxes. Fees do not include applicable sales, use, or other taxes. Client is responsible for all taxes imposed on services received, except for taxes based on the Company's net income.

Intellectual Property & Data Ownership

3.1 Client Data. All spatial data, records, documents, and other materials provided by Client to the Company for use in performing services ("Client Data") remain the exclusive property of Client. The Company shall use Client Data solely for the purpose of performing the contracted services and shall not use, sell, license, or disclose Client Data for any other purpose without prior written consent.

3.2 Deliverables. Upon receipt of full payment for an engagement, the Company assigns to Client all right, title, and interest in the custom deliverables produced specifically for that engagement under the applicable SOW, including custom GIS layers, databases, maps, reports, and web applications built exclusively for Client ("Custom Deliverables").

3.3 Company Tools & Background IP. Notwithstanding the foregoing, the Company retains all ownership rights in:

• Pre-existing methodologies, workflows, scripts, tools, and frameworks developed independently of any Client engagement;
• General-purpose software components, libraries, and templates that are incorporated into deliverables but are not unique to Client;
• Aggregated, anonymized, or de-identified insights derived from multiple engagements that do not identify Client or Client Data.

To the extent any Background IP is incorporated into Custom Deliverables, the Company grants Client a non-exclusive, perpetual, royalty-free license to use such Background IP solely as embedded in those deliverables.

3.4 Third-Party Data. Certain services may incorporate data licensed from third parties, including ESRI, FEMA, USGS, Texas Railroad Commission, and county appraisal districts. Client's use of such data is subject to the applicable third-party license terms, which the Company will identify in the relevant SOW. Client assumes responsibility for compliance with third-party license restrictions.

3.5 Open Source. The Company may use open-source software components in deliverables. Such components remain subject to their respective open-source licenses, which the Company will disclose upon request.

Confidentiality

4.1 Definition. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes, without limitation, Client infrastructure data, parcel records, emergency operations information, system architecture, and the terms of any SOW.

4.2 Obligations. Each Receiving Party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; and (c) use Confidential Information solely for the purpose of performing obligations under this Agreement.

4.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to Confidential Information; or (d) is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives prompt prior written notice to the Disclosing Party where legally permissible.

4.4 Texas Public Information Act. Client acknowledges that as a governmental entity, it may be subject to disclosure obligations under the Texas Public Information Act (Texas Government Code Chapter 552). To the extent Client receives a public information request for materials that include Company Confidential Information, Client shall promptly notify the Company and cooperate in seeking any available exemptions from disclosure.

4.5 Survival. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which obligations continue indefinitely.

Limitation of Liability

5.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 Cap on Liability. The Company's total cumulative liability to Client arising out of or related to a specific SOW shall not exceed the total fees paid or payable by Client to the Company under that SOW during the twelve (12) month period immediately preceding the claim giving rise to liability.

5.3 Essential Basis. The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Company would not have entered into this Agreement without these limitations.

5.4 Exceptions. Nothing in this Section limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or willful misconduct; (c) breach of confidentiality obligations; or (d) indemnification obligations under Section 6.

Indemnification

6.1 By Company. The Company shall defend, indemnify, and hold harmless Client and its officers, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) the Company's material breach of this Agreement; (b) the negligence or willful misconduct of the Company or its personnel; or (c) any claim that Custom Deliverables infringe any valid U.S. patent, copyright, trademark, or trade secret, except to the extent such infringement arises from Client's specifications, modifications, or use of the deliverables in combination with third-party products or data not provided by the Company.

6.2 By Client. Client shall defend, indemnify, and hold harmless the Company and its members, officers, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) Client's material breach of this Agreement; (b) the negligence or willful misconduct of Client or its personnel; (c) Client's use of deliverables in a manner inconsistent with the terms of this Agreement or any applicable third-party license; or (d) claims arising from decisions made by Client based on GIS data or analyses provided under this Agreement.

6.3 Governmental Immunity. To the extent Client is a governmental entity entitled to assert sovereign or governmental immunity, nothing in this Section shall be construed as a waiver of such immunity beyond what is expressly permitted by applicable Texas law.

6.4 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) cooperate fully with the indemnifying party's defense efforts at the indemnifying party's expense.

Termination

7.1 Termination for Convenience. Either party may terminate an SOW for convenience upon thirty (30) days' prior written notice to the other party. Upon termination for convenience, Client shall pay the Company for all work performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments made in furtherance of the SOW.

7.2 Termination for Cause. Either party may terminate this Agreement or any SOW for material breach if the breaching party fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach in reasonable detail. Material breach includes, without limitation, failure to pay invoices when due, unauthorized use of Confidential Information, and failure to perform services in accordance with agreed specifications.

7.3 Effect of Termination. Upon termination or expiration of an SOW:

• Each party shall promptly return or certify destruction of the other party's Confidential Information, subject to any legal retention obligations;
• The Company shall deliver all completed work product and work-in-progress to Client;
• All payment obligations for work performed through the termination date survive termination;
• Client's license rights to any delivered Custom Deliverables survive, subject to full payment.

7.4 Survival. Sections 3 (IP), 4 (Confidentiality), 5 (Limitation of Liability), 6 (Indemnification), 8 (Governing Law), and 9 (Dispute Resolution) survive termination or expiration of this Agreement.

Governing Law

8.1 Texas Law. This Agreement and all SOWs shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

8.2 Venue. Subject to Section 9 (Dispute Resolution), any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Dallas County, Texas. Each party hereby consents to the personal jurisdiction and venue of such courts.

8.3 Compliance with Law. Each party shall comply with all applicable federal, state, and local laws and regulations in the performance of its obligations under this Agreement, including applicable data privacy laws, export control regulations, and procurement statutes applicable to governmental entities.

Dispute Resolution

9.1 Good Faith Negotiation. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith negotiation before resorting to formal proceedings. Either party may initiate this process by delivering written notice to the other party's designated representative describing the dispute in reasonable detail.

9.2 Escalation. If the dispute is not resolved within thirty (30) days of delivery of the initial notice, or such longer period as the parties may agree in writing, either party's senior management representatives shall meet (in person, by telephone, or by video conference) within fifteen (15) additional days to attempt resolution.

9.3 Mediation. If senior management negotiations do not resolve the dispute within thirty (30) days of the escalation meeting, either party may submit the dispute to non-binding mediation administered by a mutually agreed mediator in Dallas, Texas. The costs of mediation shall be shared equally by the parties.

9.4 Litigation. If mediation is unsuccessful, either party may pursue its rights and remedies in a court of competent jurisdiction as set forth in Section 8.2. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction where necessary to protect Confidential Information or intellectual property rights.

9.5 Governmental Dispute Processes. The parties acknowledge that Client may be subject to statutory dispute resolution processes applicable to governmental contracts under Texas law, and agree to comply with any mandatory procedures required thereunder.

Amendments

10.1 Modifications. TX GIS Solutions LLC reserves the right to update these Terms of Service from time to time. Material amendments will be communicated to active clients via written notice at least thirty (30) days prior to the effective date of the change. Continued engagement with the Company following the effective date of any amendment constitutes acceptance of the revised terms.

10.2 SOW Amendments. Amendments to any SOW must be made in writing and signed by authorized representatives of both parties. Email confirmation from an authorized representative shall constitute a valid signed writing for purposes of SOW amendments.

10.3 Entire Agreement. This Agreement, together with all applicable SOWs and any exhibits thereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

10.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

10.5 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Waivers must be in writing and signed by the waiving party.

10.6 Notices. All notices required under this Agreement shall be in writing and delivered by email with written confirmation of receipt, overnight courier, or certified mail to the addresses specified in the applicable SOW or as otherwise notified in writing. Notices to the Company shall be addressed to: TX GIS Solutions LLC, Attention: Legal, owner@txgis.org.

10.7 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, or widespread infrastructure failures, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.