Support Services Terms
Last Updated: November 30, 2021
The following are the Support Services Terms and Conditions (the “Services Terms”) that govern the delivery of the consulting services provided by Land Intelligence,
Inc. (“Land Intelligence”) to the client noted in the applicable Services Agreement (“Client”) that is executed by and between the parties and references these Services Terms.
1. Project Authorization and Services
The “Services” provided under these Services Terms will be those set forth in any mutually agreed services schedule, Land Intelligence proposal (“Proposal”), order form, statement of work, or other document executed by the Parties and referencing these Services Terms (each, a “Services Agreement”). The Services may include (a) configuration, implementation, training, or other consultation related to a Land Intelligence product or service that Client has received rights to use under a separate agreement; (b) strategic, advisory, design, or other consulting services related to land development projects; or (c) services related to the acquisition and hosting of private data sets. Each Services Agreement shall be governed by these Services Terms. Client warrants that the individual executing the Services Agreement is a duly authorized representative of Client.
2. Project Changes
Once a Services Agreement is executed between Land Intelligence and Client, any changes to the scope, tasks, and Client timeline must be evaluated and new efforts pertaining to the Services Agreement costs and schedule will be submitted to Client. Any changes will be considered additional scope and will be executed upon mutual consent through a revised statement of work or amendment to the Services Agreement.
3. Standard Rate Schedule
LandSUPPORT™ Services hourly rate: $250.00
4. Payment for Services
(a) Charges. Land Intelligence shall be entitled to compensation for the performance of the Services as stated in each Services Agreement.
(b) Invoices. Services fees are invoiced in full upon receipt of an order, with payment terms of Net 15, except as otherwise specified in the applicable Services Agreement. The fees specified in the Services Agreement are the total fees and charges for the Services and will not be increased during the term of the Services Agreement except as the parties may agree in writing. Client is responsible for all applicable federal, state, and local sales, use, or other taxes due on the Services rendered hereunder, except for taxes based on Land Intelligence’s income.
(c) Disputed Charges. Client agrees that it shall promptly review each invoice it receives from Land Intelligence and that if Client has any complaints or objections related to any invoice received from Land Intelligence that Client will notify Land Intelligence about such complaints and/or objections, in writing, within 15 days of receipt of any affected invoice. Client agrees to waive all claims and/or causes of action related to any invoice from Land Intelligence if Client fails to notify Land Intelligence, in writing, about Client’s objections or complaints within the time limits set forth in this paragraph.
(d) Expenses. Client is responsible for all review and/or permit fees, checking and inspection, zoning, and annexation application fees. Title company charges and assessment fees are the responsibility of Client and must be paid in advance. All bonds are the responsibility of the Client and must be posted by the Client. Client agrees, upon request by Land Intelligence, to promptly advance Land Intelligence all fees imposed by government agencies, third parties, and others that are related to a Service Agreement. Land Intelligence is not responsible for paying such fees, except after receipt of said advance from Client. If any change affects the time or cost of performance under the applicable Services Agreement, an adjustment in the time and/or compensation to be paid thereunder shall be agreed to in writing by the parties before such modification shall be effective. Land Intelligence shall be reimbursed for the travel expenses specified in any Services Agreement, if any. If dates Land Intelligence is scheduled to be onsite are changed or cancelled by Client within fourteen (14) days of the scheduled date, Client shall be assessed a cancellation fee in
addition to any travel related fees and penalties.
(e) No Setoffs. Client agrees that it may not and will not use any debts or obligations of Land Intelligence to Client not arising under this Agreement to offset or reduce Client’s obligations to Land Intelligence under this Agreement. Client agrees that its payment obligation to Land Intelligence for work rendered may not be eliminated or reduced solely because Client suspends or terminates any Services under this Agreement or relevant Services Agreement or because Client tells Land Intelligence to stop work.
(f) Effect of Late Payment. If any invoiced amount is not received by Land Intelligence by the due date specified in these Services Terms or the applicable Services Agreement, then without limiting Land Intelligence’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum permitted by law, whichever is lower. If any amount owing by Client is 30 days or more overdue, Land Intelligence may, without limiting its other rights and remedies, suspend its performance of Services until such amounts are paid in full. Client waives all claims against Land Intelligence for any such suspension. Payment will be credited first to any interest owed and then to principal.
(g) Collection Costs. Client shall reimburse Land Intelligence for any expenses and costs it incurs to collect any amounts due to Land Intelligence under these Services Terms or applicable Services Agreement, including reasonable attorneys’ fees and personnel time and expenses.
5. Term and Termination
These Services Terms shall remain in effect from the effective date specified in the Services Agreement through the completion of the Services contemplated in the
Services Agreement. Each Services Agreement, with respect to the Services, shall become effective on the date specified in the applicable Services Agreement (“Services Effective Date”) and shall expire on the date that Services are completed thereunder (“Services Completion Date”). Either party may terminate the Services Agreement upon written notice to the other party if the other party materially breaches the Services Agreement and fails to cure such breach within thirty (30) days following receipt of notice describing the breach. Upon termination of a Services Agreement, Client shall pay any unpaid fees and expenses incurred on or before the termination date (such fees to be paid on a time-and-materials or percent-completion basis, as appropriate). If Client terminates a Services Agreement for cause and Client has pre-paid any fees for Services not yet received, Land Intelligence will refund such pre-paid fees. If Land Intelligence terminates a Services Agreement for cause, any
pre-paid fees for Services charged on a fixed-fee basis are non-refundable, unless expressly stated otherwise in the applicable Services Agreement.
6. Provision of Services
(a) Schedule. Land Intelligence will perform Services based on a schedule mutually agreed by the parties. Services will expire unless the Services are scheduled and delivered within twelve (12) months from the date that they were ordered. Services will ordinarily be performed by a Land Intelligence service representative or other
authorized representative of Land Intelligence. Client agrees, however, that Land Intelligence, in its sole discretion, may provide the Services through a third-party
(b) Subscription. For Services delivered on a subscription basis, Land Intelligence will perform a defined number of hours of Services per month. Client is responsible for
ensuring that the hours are utilized monthly. Unused hours do not roll-over month-to-month.
(a) Client Materials. Client shall provide Land Intelligence with access to data, materials, software, and hardware as reasonably required for Land Intelligence to perform the Services (“Client Materials”). Client hereby gives Land Intelligence a limited right to use such Client Materials solely for the purpose of performing Services hereunder. Client represents and warrants that it has all rights necessary in the Client Materials to provide them to Land Intelligence for such purpose. Land Intelligence is not responsible for failures or delays in performing the Services due to Client’s failure or delay to provide access to Client Materials.
(b) Site Access. Client shall provide Land Intelligence with safe access to Client’s premises as reasonably required for Land Intelligence to perform the Services if onsite performance of Services is needed and agreed to by Client. Land Intelligence shall comply with reasonable written rules and regulations of Client related to use of its
premises, provided that such written rules and regulations are provided to Land Intelligence prior to the commencement of Services. Land Intelligence is not responsible for failures or delays in performing the Services due to Client’s failure or delay to provide access Client premises or due to Client-imposed or government-imposed security requirements.
8. Third Party Platforms and Data
For certain Services, Client may provide Land Intelligence with access to certain data and materials (“Third Party Data”) access through Client’s accounts (“Third Party Accounts”) with third party application platforms (“Third Party Platforms”). For these Services, Land Intelligence will need rights to access, download, and view the Third Party Data by using Client’s credentials to access Third Party Accounts. Client acknowledges and agrees that Services related to any Third Party Data or Third Party Platforms are condition and dependent upon the applicable Third Party Platform allowing access to Client’s Third Party Account and Third Party Data by Land Intelligence, as a service provider of Client. Client shall provide Land Intelligence with timely and appropriate access to its Third Party Account credentials and password (“Third Party Account Information”) to enable Land Intelligence to access Client’s account on Third Party Platforms. Client acknowledges and agrees that Land Intelligence’s provision of the Services related to any Third Party Data is conditioned upon Land Intelligence’s receipt of correct and accurate Third Party Account
Third Party Data from the Third Party Platforms via Client’s Third Party Accounts; (c) collect, store, use, distribute, copy, modify, and process any Third Party Data accessed via its Third Party Account solely to provide the Services; and (d) take such action with respect to Client’s Third Party Accounts as appropriate to provide the Services. Client shall ensure the optimization, collection, uploading, transmission, processing, and storage of Third Party Data and any other data provided by Client in connection with Client’s use of the Services at all times comply with (i) Client’s own policies regarding privacy and protection of user information; (ii) all applicable third-party terms and privacy policies, including all applicable Third Party Platform terms; and (iii) all applicable laws, rules, and regulations, including those related to optimization, processing, storage, use, reuse, disclosure, security, protection, and handling of Third Party Data.
9. Intellectual Property Rights
(a) Client Intellectual Property. Client has and will retain sole and exclusive right, title, and interest in and to all Client Confidential Information, Client Materials, Third Party Data, and Third Party Account Information (collectively, “Client Property”), including any and all intellectual property rights therein. Client does not grant to Land
Intelligence any rights in or to Client Property except such licenses as may be required for Land Intelligence to perform the Services and other obligations hereunder.
(b) Contract Property. Land Intelligence may produce documents, diagrams, or software for Client as part of the Services (collectively, “Contract Property”). Unless expressly stated otherwise in the Services Agreement, Land Intelligence is not precluded from developing, using, or selling products or services that are similar to or
related to the Contract Property. For the avoidance of doubt, all Client Property provided to Land Intelligence for the purpose of delivering the Services, including the production of Contract Property, remain Client Property.
(c) License for Contract Property. Unless expressly stated otherwise in the Services Agreement, Land Intelligence hereby assigns to Client, upon full and final payment of the Fees due hereunder, a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to copy, maintain, use, and run (as applicable) the Contract Property solely for its internal business purposes. Land Intelligence and Client each retains all right, title, and interest in its respective intellectual property and Land Intelligence retains all ownership rights in the Contract Property.
10. Limited Warranty and Disclaimers
(a) Limited Warranty. Provided that Client performs its obligations to Land Intelligence under these Services Terms and the applicable Services Agreement, Land Intelligence warrants to Client that the Services performed by Land Intelligence will performed consistent with generally accepted industry practice and will substantially conform to description of Services set forth in the applicable Services Agreement. Company’s sole liability under the foregoing warranty shall be to provide the services described in the Services Agreement.
(b) Disclaimer of Warranties. Except for the express warranty set forth in Section 10.a of these terms and conditions, the services are provided “as is”. Land Intelligence expressly disclaims any and all other warranties of any kind or nature whether express, implied or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, noninfringement, design or suitability, or quality of service. With respect to the project or any goods, services or other materials delivered by land intelligence, land intelligence does not guarantee in any way that the results of any analysis and reports it produces are accurate. No warranties shall arise under these terms and conditions from course of dealing or usage of trade. Notwithstanding anything herein to the contrary, none of land intelligence’s representations, warranties or obligations under these terms and conditions shall apply with respect to third party data or third-party platforms. Land intelligence makes no warranties or representations and will have no liability or responsibility for any third-party data, including the accuracy or legality of any third-party data. All services with respect to third party platforms and third-party data are provided “as is” and “as available” and may be discontinued at any time by Land Intelligence.
(c) Notice Obligation; Remedy. Client shall notify Land Intelligence in writing within fifteen (15) days after completion of the Services if any of the Services fail to substantially conform to the description of services set forth in the applicable Services Agreement. Such notification shall include detailed information for Land Intelligence to verify such nonconformity. Upon actual receipt of such notification and verification of nonconformity, Land Intelligence shall correct the nonconformity so the Services substantially conform with the agreed description of services or specifications in the applicable Services Agreement. Client agrees to pay Land Intelligence for all personnel time and expenses incurred in investigating reported nonconformities when the alleged nonconformities are not discovered. The passage of the 15-day period after the completion of the Services in question without the notification described herein shall constitute final acceptance of the Services.
11. Limitation of Liability
(a) Land Intelligence’s liability on any claim, loss or liability arising out of, or connected with these Services Terms and any Services Agreement, the Services furnished hereunder, shall in all cases be limited solely to correction of nonconformities which do not substantially conform with the agreed description of the Services in a Services Agreement.
(b) If for any reason Land Intelligence is unable or fails to correct nonconformities as provided, Land Intelligence’s liability for damages arising out of any services
agreement for such failure, whether in contract or tort (including negligence), law, equity or otherwise, shall not exceed the amounts paid by Client for that portion of the services which fail to conform. In no event shall Land Intelligence’s maximum aggregate liability arising out of or related to a services agreement (including for any claim and/or series of claims, whether related or unrelated) whether in contract or tort (including negligence), law, equity or otherwise, exceed the lesser of (i) $100,000 or (ii) the amounts paid by Client to Land Intelligence for services during the ninety day (90) period preceding the event(s) giving rise to the claim (or to the first claim in a series of claims). For the avoidance of doubt, any amounts paid to Land Intelligence for third party hardware, software, products, or services shall not be a part of amounts paid for services to Land Intelligence.
(c) Under no circumstances shall Land Intelligence be liable to Client for any loss of use, interruption of business, loss or corruption of data, or any indirect,
special, incidental, punitive or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), law, equity or otherwise, even if Land Intelligence has been advised of the possibility of such damages, or for any claim or damages asserted by any third party.
(d) Client acknowledges that Land Intelligence has set its fees and entered into a Services Agreement in reliance upon the limitations of liability and the disclaimers of
warranties and damages set forth in these Services Terms, and that the same form an essential basis of the bargain between the parties. The foregoing
limitation of liability is independent of any exclusive remedies for breach of warranty set forth in these Services Terms.
(e) The provisions of Sections 10, 11, and 12 are Client’s exclusive remedies related to the services, any failure by Land Intelligence to correct nonconformities in the Services, or for breach by Land Intelligence of these Services Terms or any Services Agreement and shall apply regardless of the success or effectiveness of such remedies.
(f) Client is responsible for adopting reasonable measures to limit Client’s exposure with respect to such potential losses and damages, including (without limitation)
examination and confirmation of results of the services prior to use thereof, provision for identification and correction of errors and omissions, and preparation and storage of backup or duplicate data. Client is also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any Client information.
Client shall indemnify, defend, and hold Land Intelligence, its directors, officers, shareholders, agents, and affiliates harmless from and against any and all losses, costs, liabilities, damages, and expenses (including legal, personnel time and expenses, and other expenses incident thereto) of every kind, nature, and description, (collectively
“Losses”) that result from or arise out of (i) the breach of any representation or warranty of Client set forth under these Services Terms and applicable Services Agreement; or (b) any third party claims arising out of any acts or omissions of Client in connection with the subject matter of the Services.
13. Independent Contractor
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party shall be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. Neither party shall have the power to bind the other or incur obligations on behalf of the other party without the other party’s prior written consent.
Each party may have access to information that is confidential and proprietary that is provided by a party (“Disclosing Party”) to the other party (“Receiving Party).
(a) Definition. “Confidential Information” shall include any and all technical and non-technical information of each party, including but not limited to: (a) patent and patent applications; (b) trade secrets; and (c) proprietary information–mask works, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, Client lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and any other information of a similar nature.
(b) Limitations on Use. The Receiving Party will not: (1) use any Confidential Information except for the sole benefit of the Disclosing Party and only to the extent necessary to provide the Services or exercise the rights and licenses granted under this Agreement; or (2) disclose any Confidential Information of the Disclosing Party
to any person or entity, except to the Receiving Party’s personnel who are involved in performing this Agreement, have a need to know, and have signed a non-disclosure agreement with terms substantially as restrictive as those herein. Other than the content of the Services, the foregoing will not apply to any information that: (i) is rightfully known by the Receiving Party prior to disclosure by the Disclosing Party; (ii) is rightfully obtained by the Receiving Party from a third party without restrictions on disclosure; (iii) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or (iv) to the extent required by law or court order so long as Receiving Party provides advance notice to the Disclosing Party as promptly as possible and cooperates with the Disclosing Party’s efforts to obtain a protective order
regarding such disclosure.
(c) Expiration and Termination. Upon expiration or any termination of this Agreement the Receiving Party will promptly destroy or (if requested) return the Disclosing Party’s Confidential Information and all copies thereof, provided that the Receiving Party may retain a single archival back-up copy. This Section 14 will survive termination of these Services Terms and the applicable Services Agreement.
Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be null and void. Notwithstanding the foregoing, Client may assign this Agreement to any Affiliate or any entity in connection with a reorganization, merger, consolidation, acquisition, or other transaction involving all or substantially all of the voting securities or assets of Client, upon written notice to Vendor.
Land Intelligence, in its reasonable discretion, may use subcontractors inside or outside the United States to perform any of its obligations under these Services Terms or applicable Services Agreement. Land Intelligence will be responsible for the performance of the Services by its personnel (including employees and contractors) and their compliance with Land Intelligence’s obligations under these Services Terms and applicable Services Agreement, except as otherwise specified herein or in the applicable Services Agreement.
Client hereby agrees that, for a period of two (2) years from the termination of this Agreement, Client will not enter into any agreement, transaction, or arrangement with any of the institutions (including their agents, principals, and affiliates) to who Client was introduced, directly or indirectly, by Land Intelligence pursuant to a direct meeting, or telephone call (collectively “Land Intelligence Contacts”), regardless of whether a transaction is consummated, unless Client notifies Land Intelligence in writing of the agreement, transaction, or arrangement with Land Intelligence Contacts.
Client acknowledges and recognizes the highly competitive nature of the industry in which Land Intelligence operates and accordingly agrees that during the term of
this Agreement, and for one (1) year thereafter, Client shall not directly or indirectly hire or solicit, induce or influence, or attempt to induce or influence, or assist in the hiring or solicitation of any person who, at any time during the six (6) month period prior to such hiring or solicitation was an employee of Land Intelligence, or otherwise entice or encourage any such person to either leave Land Intelligence’s employ or to provide services to any competitor. Client is not prohibited from (a) soliciting by means of a general advertisement, or (b) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of Client (and
soliciting any person identified by any such recruiting firm or organization) so long as such Client does not identify the individuals to be solicited by such recruiting firm or organization and that the ultimate hiring or contracting of such an individual does not pose a conflict of interest or otherwise violate this Agreement.
18. Governing Law and Venue
These Services Terms shall be governed by and construed under the laws of the State of South Carolina, exclusive of its choice of law rules. Any controversy or claim arising out of or in any way connected with these Services Terms or a Services Agreement, or the alleged breach thereof, shall be brought in the state and federal courts located in Richland County, South Carolina. Each party agrees to the governing law and exclusive jurisdiction stated above without regard to conflicts of law rules.
19. Injunctive Relief
Client acknowledges that its breach of the Agreement may cause irreparable damage to Land Intelligence and hereby agrees that Land Intelligence shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
(a) "Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with the applicable
party. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.
(b) “Intellectual Property Rights” means any and all (i) patents, reissues of and re-examined patents, and patent applications (wherever filed and wherever issued, including continuations, continuations-in-part, substitutes, and divisions of such applications and all priority rights resulting from such applications) now existing and hereafter filed, issued or acquired; (ii) rights to new and useful inventions, discoveries, designs, technology, business and technical information methods, processes and art (whether or not patentable), and all other patentable subject matter; (iii) rights associated with works of authorship, including copyrights, Moral Rights, copyright applications, copyright registrations, synchronization rights, mask work rights, mask work applications and mask work registrations; (iv) trademarks, internet domain names, web addresses and the applications for registration and the registrations thereof and rights in goodwill; (v) rights in Confidential Information, trade secrets and know-how, and other similar or equivalent rights or forms of protection (whether registered or unregistered), (vi) industrial property rights, and (vii) other proprietary rights arising under statutory or common law, contract, or otherwise, and whether or not perfected, and all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world, in all media, for all versions and elements, in all languages, and for the entire duration of such rights.
(c) “OSS” means any and all open-source software, community and other free code or libraries of any type (e.g. Apache, MIT, BSD, GPL, etc.), including, without limitation, any code which is made publicly available, without charge and any other code which may impose any other obligation or restriction with respect to a party’s Intellectual
22. Entire Agreement
These Services Terms, together with the applicable Services Agreement executed by the parties, constitute the entire agreement of the parties, and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Services Terms shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order or in any other Client order documentation shall be incorporated into or form any part of these Services Terms, and all such terms or conditions shall be null and void. If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable.