LEGAL AGREEMENT

UPDATED October 19, 2023

The following general conditions are applicable to any contract for services as provided by CM2DB and its subsidiaries (hereinafter referred to as “CM2DB”).   Please review thoroughly before agreeing to our contract for services and print a copy of this document if you prefer, for your record-keeping purposes.

PARTIES AND SCOPE OF WORK: CM2DB, shall include said company or its particular division, subsidiary or affiliate performing the work. “Work” means the analysis of complex technical tasks, design and preparation of plans, specifications and studies or other service to be performed by CM2DB as set forth in CM2DB’s Proposal for Services (hereinafter referred to as proposal), Client’s acceptance thereof and these General Conditions. Additional work ordered by Client shall also be subject to these General Conditions. “Client” refers to the person or business entity ordering the work to be done by CM2DB. If Client is ordering the work on behalf of another, Client represents and warrants that it is the duly authorized agent of said party for the purpose of ordering and directing said work. Unless otherwise stated in writing, Client assumes sole responsibility for determining whether the quantity and the nature of the work ordered by the client is adequate and sufficient for Client’s intended purpose. Client shall communicate these General Conditions to each and every third party to whom Client transmits any part of CM2DB’s work. CM2DB shall have no duty or obligation to any third party greater than that set forth in CM2DB’s proposal, Client’s acceptance thereof and these General Conditions. The ordering of work from CM2DB, and/or the reliance on any of CM2DB’s work, shall constitute acceptance of the terms of CM2DB’s proposal and these General Conditions, regardless of the terms of any subsequently issued document.

TERMS OF PAYMENT: Client shall pay retainer amount as specified upon acceptance of proposal, prior to commencement of work. Client shall pay all invoices upon demand and per the terms as specified in the contract.  Additional retainage amounts are due at 25%, 50%, 75% and 100% completion milestones.  Subsequent work shall not commence until payment has been received for each milestone.

Client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause  within thirty (30) days at the maximum interest rate permitted under applicable law until paid. Client agrees to pay CM2DB’s cost of collection of all amounts due and unpaid after sixty (60) days, including, but not limited to court costs and reasonable attorney’s fees. CM2DB shall not be bound by any provision or agreement requiring or providing for arbitration of disputes or controversies arising out of this agreement, any provision wherein CM2DB waives any rights to a mechanics lien, or any provision conditioning CM2DB’s right to receive payment for its work upon payment to Client by any third party or based upon approval of work prepared by CM2DB. These General Conditions are notice, where required, that CM2DB shall file a lien whenever necessary to collect past due amounts. Failure to make payment within 60 days of invoices shall constitute a release of CM2DB from any and all claims which Client may have, whether in tort, contract or otherwise, and whether known or unknown at the time.

You or your means you personally (i.e., the individual who reads and agrees to be bound by these terms), and, if you access this Site on behalf of a corporation or other legal entity (including, but not limited to, a partnership, LLC or LLP), collectively, you and such corporation or its successors, or any other legal entity on whose behalf you represent.

CM2DB shall be compensated for any additional effort which is not included within the original scope of services including research, documentation and any other form of  assistance including testifying on behalf of client or others regarding any legal matters. These fees are paid by client and shall be payable upon a monthly basis, based upon our standard rate chart. No further work shall be conducted prior to payment of outstanding invoices

CM2DB retains ownership of all construction documents prepared by CM2DB.  CM2DB will provide a copy of such documents only upon completion of work and after receiving full payment per contract as well as per any additional services and resulting invoices.

IN NO EVENT SHALL CM2DB AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, FLOODING OF PROPERTIES OR OTHER ACTS OF GOD, LOSS OF DATA, LOSS OF INCOME, REVENUE OR PROFITS, LOSS OF OTHER INTANGIBLES DUE TO THE USE OF OUR PRODUCTS AND SERVICES, WHETHER IN AN ACTION OF EQUITY,  CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY PRODUCTS AND SERVICES MADE  AVAILABLE BY CM2DB, EVEN IF ADVISED IN ADVANCE OF SUCH

DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, CHALK  MOUNTAIN AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY SOFTWARE AND/OR OTHER CONTENT POSTED ON THE SITE BY CM2DB OR ANY THIRD PARTY. THE MAXIMUM LIABILITY OF CM2DB FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE DETERMINED AND INCLUDED WITHIN EACH UNIQUE CONTRACT BETWEEN CM2DB AND CLIENT.

Third Parties. If you wish to pay for services online, we may provide links on the Site or via electronic invoice to a third party payment processing service where you can make payments via credit card. Please be aware that any third parties are governed by third party terms and conditions.

CM2DB is in no way responsible or liable for usage of services provided by third party companies. We encourage you to read the terms and conditions of third parties prior to utilization of their services. These Terms do not govern, and we are not responsible or liable for, your interaction with any third party.

THE LINKS IN THIS SITE WILL LET YOU LEAVE CM2DB’S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF CM2DB AND CM2DB IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. CM2DB’S IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. CM2DB IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY CM2DB LLCOF ANY LINKED SITES. YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT  LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

Governing Law; Forum: If you have an existing contractual relationship with CM2DB, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) establish the law and forum in addition to other terms as stated within your contract with CM2DB. If you have more than one existing contract with CM2DB, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and establish the law and forum in addition to your most recent contract with CM2DB.

If you do not have an existing contractual relationship with CM2DB, then (a) you agree to the non-exclusive jurisdiction of an appropriate state court in Parker County, Texas, or an appropriate court located in Fort Worth, Texas for any action or proceeding arising out of or related to these Terms; and (b) except to the extent expressly provided in the following paragraph, any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of the State of Texas in the United States without regard to applicable conflict of law provisions. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods.

If (i) you do not have an existing contractual relationship with CM2DB; (ii) you are not a U.S. citizen; (iii) you do not reside in the United States; (iv) you are not accessing this Site from the United States; (v) the dispute between you and us is unrelated to your access to or use of the U.S. version of the Site and (vi) you are the citizen of a European Union country who is using the Site for purposes other than for your trade, business or profession, you hereby agree that any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of the United States, without regarding to applicable conflict of law provisions. Nothing herein shall be deemed to constitute consent by CM2DB to the jurisdiction of any court or other forum of any country for the purpose of resolving any dispute hereunder (other than an appropriate state court in Parker County, Texas, or an appropriate federal court located in Fort Worth, Texas).

Indemnification. You shall defend or settle at your sole expense any claim or suit, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, (collectively, an “Action”) against CM2DB and/or each of its affiliates, and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees (each, an “Indemnitee”) to the fullest extent permitted by law arising out of or in connection with: (1) an assertion that the information, content, or other materials or services provided or made available by you, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach by you of your obligations under these Terms; (3) your unlawful and/or unauthorized use of, or activities in connection with this Site, including the information, content, services, and/or products provided on the Site; and (4) any Submission provided by you in a Forum. You shall indemnify and hold harmless the Indemnitee from and against any and all damages, costs, liabilities, and attorneys’ fees incurred in defending and/or resolving such Action. The foregoing indemnities shall survive expiration or termination of these Terms.

Notices. Notices to CM2DB under these Terms shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: CM2DB, Attention: Legal Department, Weatherford Texas 76086. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in CM2DB’s discretion. The Site may also provide notices of changes to these Terms or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Contact CM2DB. If you have any questions regarding the meaning or application of these Terms, please direct such questions to info@cm2db.com.