Version 2026-09-04

TERMS OF SERVICE AND TERMS OF USE

Beverlin Strategic Advisors LLC

Last updated: September 4, 2026

These Terms of Service and Terms of Use ("Terms") govern access to and use of the platform, Workspaces, analytical tools, and related services (collectively, the "Platform" or "Services") provided by Beverlin Strategic Advisors LLC, a Texas limited liability company ("BSA," "we," "us," or "our"). A "Workspace" means a secure, Client-specific environment within the Platform through which a Client and its authorized users submit Client Content, access the Services, and receive Deliverables. These Terms apply to every individual and organization that creates an account, is granted access to a Workspace, or otherwise uses the Platform (each, a "Client," "you," or "User").

1. Acceptance of Terms

By creating an account, accessing a Workspace, clicking "I Agree" (or a similar affirmative acceptance mechanism), or otherwise using the Platform, you accept these Terms on behalf of yourself and, if applicable, the organization you represent, and you represent that you have authority to bind that organization. If you do not agree, do not access or use the Platform.

These Terms are incorporated by reference into every BSA Workspace, every AI-assisted analytical response generated within a Workspace (see the Output Disclaimer, Section 9), and every deliverable produced through the Platform.

BSA maintains a record of the specific version of these Terms accepted by each Client, together with the date of acceptance. Where these Terms are revised in a manner affecting liability, fees, dispute resolution, or the scope of the license granted to Client, BSA will seek renewed affirmative acceptance of the revised Terms before the affected Client’s continued use is treated as acceptance (see also Section 21, Modifications to These Terms).

2. Description of Services

BSA provides private, project-based client Workspaces that may include, depending on the engagement: client communications; uploaded documents and notes; AI-assisted analysis; GIS-supported research and mapping; spreadsheet and financial analysis; deliverables; and an audit/project history log. Analytical capabilities may include, without limitation, site and property research, parcel and jurisdiction verification, infrastructure and public-data research, zoning and entitlements review, site-constraints analysis, incentives and eligibility screening, market and demographic analysis, financial and scenario modeling, feasibility analysis, and risk identification (collectively, the "Analytical Services").

BSA may update, modify, or discontinue features of the Platform at any time. Material changes affecting an active engagement will be communicated through the applicable Workspace or by direct notice.

3. Eligibility and Account Registration

The Platform is intended for business and professional use by organizations and individuals acting in a business capacity, not for personal, family, or household use. You must provide accurate registration information, maintain the confidentiality of your account credentials, and promptly notify BSA of any unauthorized access. Registering for an account does not, by itself, grant access to any Client organization’s Workspace; access to a Workspace requires a separate invitation from BSA to the email address BSA has associated with the applicable Client organization, and only BSA may create a Workspace or invite additional Workspace users. You are responsible for all activity occurring under your account and within any Workspace to which you have been granted access.

4. Acceptable Use and Restrictions

In addition to any other restriction in these Terms, Client and its authorized users will not, and will not permit any third party to:

  • a. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, models, or methodology of the Platform, except to the extent such restriction is prohibited by applicable law;

  • b. copy, scrape, mine, or systematically extract data, prompts, model outputs, or other Platform content for the purpose of building, training, or improving a competing product or service;

  • c. use the Platform to build, or assist a third party in building, a product or service that competes with the Platform;

  • d. sublicense, resell, rent, lease, or otherwise make the Platform available to any third party outside of Client’s own organization and its authorized Workspace users, except as expressly authorized by BSA in writing;

  • e. remove, obscure, or alter any proprietary rights notice (copyright, trademark, patent, or similar) appearing on or within the Platform or any Deliverable;

  • f. probe, scan, or test the vulnerability of the Platform, or interfere with or disrupt its integrity or performance, except through a security-testing arrangement BSA has authorized in writing; or

  • g. share account credentials outside authorized users, or use the Platform in violation of applicable law.

BSA may suspend access for a suspected violation of this Section 4 pending investigation, in addition to any other remedy available under Section 18 (Term; Suspension; Termination).

5. Relationship of the Parties

5.1 BSA is not a law firm, does not provide legal advice or legal opinions, and does not establish an attorney-client relationship with any User through the Platform, the Analytical Services, or any deliverable. Nothing in the Platform, in any AI-assisted response, or in any deliverable should be construed as a legal opinion regarding zoning, entitlements, land use, regulatory compliance, or any other legal matter. Users should engage licensed legal counsel for legal advice.

5.2 BSA may retain outside legal counsel and other professional advisors for its own business purposes. Retention of such advisors does not create any relationship between Client and those advisors, does not extend any privilege or work-product protection to Client, and does not affect BSA’s obligations to Client under these Terms.

5.3 The Analytical Services do not constitute financial, tax, accounting, engineering, environmental, surveying, appraisal, brokerage, or investment advice. Users remain responsible for engaging appropriately licensed professionals for matters requiring such advice.

5.4 Nothing on the Platform, in any AI-assisted response, or in any Deliverable is an offer, solicitation, or recommendation with respect to any property, security, or transaction. BSA does not act as a broker, dealer, or investment adviser in connection with the Services, and no output should be construed as a recommendation to buy, sell, lease, finance, or otherwise transact in any property or interest.

6. Client Content and Workspace Materials

6.1 Ownership of Client Content. As between BSA and the Client, the Client retains all right, title, and interest in documents, data, communications, and other materials the Client or its representatives upload or submit to a Workspace ("Client Content"). Client grants BSA a limited, non-exclusive license to use, process, host, and analyze Client Content solely to provide the Services, including via AI-assisted processing described in Section 8.

6.2 Client Representations. Client represents that it has the necessary rights to submit Client Content to the Platform and that doing so does not violate any third party’s rights or any applicable law.

6.3 Platform IP. BSA and its licensors retain all right, title, and interest in the Platform, including its patented and proprietary software, source code, analytical tools, templates, workflows, prompt libraries, GIS methodologies, and any aggregated or de-identified data derived from use of the Platform across clients ("Platform IP"). Nothing in these Terms transfers ownership of Platform IP to Client, and no license to Platform IP is granted except the limited right to use the Platform as contemplated by these Terms.

6.4 Feedback. If Client or its users submit ideas, suggestions, feature requests, or other feedback regarding the Platform ("Feedback"), Client grants BSA a perpetual, irrevocable, royalty-free license to use and incorporate that Feedback into the Platform without restriction or obligation to Client. This Section does not require Client to provide Feedback and does not affect ownership of Client Content under Section 6.1.

6.5 Publicity; Client References. BSA may identify Client by name and general engagement type (e.g., industry, project category) in BSA’s client lists, capability statements, and marketing materials, unless Client opts out by written notice to BSA. Where Client is a Public Client (as defined in Section 15), BSA will not identify Client, describe the engagement, or use any Client-specific detail in public-facing materials unless Client affirmatively opts in by written consent, given the public-records and political sensitivities particular to governmental and quasi-governmental engagements. Neither this Section nor Section 14 (Confidentiality) permits disclosure of the substance of any Deliverable, Client Content, or engagement-specific analysis without separate written consent.

7. Deliverables

7.1 Subject to full payment of applicable fees, BSA assigns to Client ownership of the final work-product deliverables specifically prepared for that Client’s engagement (e.g., reports, memoranda, mapped exhibits, and financial models finalized for delivery) ("Deliverables"), excluding any underlying Platform IP, which remains licensed, not assigned, to Client solely as incorporated into the Deliverable for the Client’s internal business use in connection with the applicable project.

7.2 Deliverables are prepared for the named Client for the stated purpose of the applicable engagement. Deliverables are not prepared for, and should not be relied upon by, any third party without BSA’s prior written consent (which may take the form of a separate reliance letter). See also the Deliverable Disclaimer accompanying each Deliverable.

8. AI-Assisted Analysis; Human Review

8.1 Portions of the Analytical Services are performed or assisted by artificial intelligence and machine-learning tools ("AI Tools"), including the Anthropic Claude API, which may draw on Client Content, public records, third-party datasets, and general-purpose knowledge. AI-assisted processing of Client Content occurs only when a user affirmatively initiates an analysis within a Workspace, and the information submitted to an AI Tool for that purpose may include the text of documents selected for the analysis, relevant project context, and verified site or project facts needed to perform the requested analysis. The applicable terms governing BSA’s use of each AI Tool prohibit use of Client Content to train, fine-tune, or otherwise improve the AI Tool provider’s general-purpose or public models. AI Tools are used to accelerate and support, not replace, professional analysis. AI-generated output takes two distinct forms on the Platform. Client-initiated analytical output, which is output a Client user generates by affirmatively initiating an available analysis within a Workspace, is displayed directly within that Workspace without prior review by BSA, and is accompanied by the Output Disclaimer described in Section 9, which identifies the output as preliminary and states that it should not be relied upon without review by a qualified member of Client’s own team. Formal Deliverables and other materials BSA publishes to a Workspace are separately prepared from files BSA staff upload, move through a BSA-controlled internal workflow (draft, review, approval, and publication), and are not accessible to Client until BSA publishes them; AI-generated content BSA incorporates into a Deliverable is reviewed by a qualified member of BSA’s project team before the Deliverable is published or delivered to Client.

8.2 AI-generated and AI-assisted content may contain errors, omissions, or outdated information, including as a result of limitations in underlying public, governmental, or third-party data sources (see Section 10). BSA does not warrant that AI-assisted analysis is complete, current, or free of error, and Client is responsible for independently verifying any output before relying on it for a decision.

8.3 Where applicable law requires disclosure that a person is interacting with an AI system, that disclosure is provided in-product (see the Output Disclaimer, Section 9) and is incorporated into these Terms by reference.

8.4 Any projections, estimates, scenario models, or other forward-looking output reflect assumptions identified (or available on request) at the time of preparation. Actual results may differ materially from any such projection or estimate, and BSA undertakes no obligation to update prior output for subsequently available information.

9. Output Disclaimer (Incorporated by Reference)

Each AI-assisted analytical response generated within a Workspace is accompanied by a short-form Output Disclaimer. That notice, and the longer-form Deliverable Disclaimer accompanying formal Deliverables, are incorporated into these Terms by reference and form part of the disclaimer of warranties and limitation of liability in Sections 11 and 12.

10. Third-Party and Public Data Sources

The Analytical Services rely in part on public records, governmental databases, GIS datasets, and other third-party data sources that BSA does not control and has not independently verified for accuracy or currency. BSA disclaims responsibility for errors, omissions, or changes in such third-party or public data, including data related to parcel boundaries, zoning designations, jurisdictional information, infrastructure, incentive programs, and demographic or market data. These public-data queries — including, for example, queries to the U.S. Census Bureau geocoder and American Community Survey (ACS), FEMA’s National Flood Hazard Layer (NFHL), HUD, the U.S. Small Business Administration’s HUBZone program, the Houston-Galveston Area Council (H-GAC), the Texas Commission on Environmental Quality (TCEQ), the Public Utility Commission of Texas, the Texas Geographic Information Office (TxGIO), the USGS, the Multi-Resolution Land Characteristics (MRLC) Consortium, the Harris County Appraisal District, the Texas Comptroller of Public Accounts, and CARTO/OpenStreetMap basemap infrastructure — generally involve site- or property-level information, such as an address or geographic coordinates, rather than attaching Client’s identity to the query, except where a specific tool or public-agency process requires identifying information.

Without limiting the foregoing, any zoning, entitlement, flood-zone, or program-eligibility determination referenced in the Services — including designations such as HUBZone, Opportunity Zone, or similar location-based programs — is indicative only and must be independently confirmed with the applicable jurisdiction or administering agency before being relied upon for any decision.

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR IN A SEPARATE WRITTEN AGREEMENT SIGNED BY BSA, THE PLATFORM, THE ANALYTICAL SERVICES, AND ALL OUTPUTS AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS. BSA DOES NOT WARRANT THAT ANY ANALYSIS, OUTPUT, OR DELIVERABLE WILL RESULT IN ANY PARTICULAR REGULATORY, FINANCIAL, OR TRANSACTIONAL OUTCOME, INCLUDING ZONING APPROVAL, ENTITLEMENT, INCENTIVE AWARD, OR FINANCING.

BSA FURTHER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE PLATFORM OR ANY COMMUNICATION TRANSMITTED THROUGH IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND BSA IS NOT RESPONSIBLE FOR ANY DELAY OR FAILURE OF DELIVERY OF ANY COMMUNICATION OR OUTPUT.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BSA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, ANY OUTPUT, OR ANY DELIVERABLE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF BSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 BSA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY CLIENT TO BSA FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3 The limitations in this Section 12 do not apply to matters that cannot be excluded under the laws of the State of Texas.

13. Indemnification

13.1 Client Indemnification. Client agrees to indemnify, defend, and hold harmless BSA and its officers, employees, and contractors from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of (a) Client’s breach of these Terms, including Section 4 (Acceptable Use and Restrictions); (b) Client Content submitted to the Platform; (c) Client’s reliance on any output or Deliverable without the independent verification contemplated by Section 8; (d) Client’s distribution of a Deliverable to a third party without BSA’s prior written consent; or (e) unauthorized access to the Platform resulting from Client’s failure to safeguard account credentials as required by Section 3.

13.2 BSA IP Indemnification. BSA will indemnify, defend, and hold harmless Client from and against any third-party claim that the Platform, as provided by BSA and used by Client in accordance with these Terms, infringes or misappropriates that third party’s United States patent, copyright, or trade secret, and will pay resulting damages and reasonable attorneys’ fees finally awarded or agreed to in settlement. This Section 13.2 does not apply to any claim arising from (a) Client Content, (b) modification of the Platform not performed by BSA, (c) use of the Platform in combination with any product or service not provided by BSA, or (d) continued use of an infringing version after BSA has provided a non-infringing update. If the Platform becomes, or BSA reasonably believes it may become, subject to such a claim, BSA may, at its option and expense, procure the right for Client to continue use, replace or modify the Platform to be non-infringing while providing substantially equivalent functionality, or terminate the affected Services and refund fees prepaid for the terminated portion of the Services.

13.3 Indemnification Procedure. A party seeking indemnification under this Section 13 will (a) promptly notify the indemnifying party in writing of the claim, provided that failure to promptly notify relieves the indemnifying party of its obligations only to the extent it is prejudiced by the delay; (b) give the indemnifying party sole control of the defense and any settlement (except that the indemnifying party may not settle any claim in a manner that admits fault by, or imposes any non-monetary obligation on, the indemnified party without its prior written consent); and (c) provide reasonable cooperation, at the indemnifying party’s expense, in connection with the defense.

14. Confidentiality

Each party agrees to protect the other’s confidential information with the same degree of care it uses for its own confidential information of similar nature (and no less than reasonable care), and to use such information solely to perform under, or receive the benefit of, these Terms. This Section does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, or is independently developed without use of the disclosing party’s confidential information.

Preliminary business-development discussions, capability demonstrations, and BSA’s public capability statements are not treated as confidential disclosures and are not covered by this Section unless the parties separately execute a nondisclosure agreement before a specific disclosure of implementation-level detail (proprietary methodology, technical processes, algorithms, prompts, or source code).

15. Public Records; Government and Quasi-Governmental Clients

15.1 Where Client is a governmental body, economic development corporation or program, management district, or other public or quasi-public entity ("Public Client"), Client acknowledges that records in its own possession, including executed agreements, final Deliverables, and communications it receives, may be subject to applicable public-information or open-records law, and that compliance with such law is Client’s responsibility.

15.2 BSA’s underlying systems, source code, patented and proprietary technology, methodology, formulas, and any BSA materials retained solely by BSA and not delivered to Client are created and maintained by BSA for BSA’s own business purposes, are Platform IP under Section 6.3, and are not created or maintained on Client’s behalf.

15.3 If a Public Client receives a public-information or open-records request that may call for disclosure of BSA’s confidential or proprietary information contained in records the Public Client holds, the Public Client will, to the extent permitted by and consistent with applicable law and its own response deadlines, promptly notify BSA of the request and provide BSA a reasonable opportunity to assert any applicable trade-secret, proprietary-information, or competitive-harm exception before the Public Client responds.

15.4 Nothing in this Section requires a Public Client to violate applicable law, and final disclosure determinations rest with the Public Client and, where applicable, its reviewing authority. This Section does not constitute a representation by BSA that any particular record is, or is not, subject to disclosure under any specific state’s law.

16. Data Protection and Privacy

16.1 BSA’s collection, use, and disclosure of personal information in connection with the Platform is governed by the BSA Privacy Policy, available at beverlindevelopment.com/legal/privacy and incorporated into these Terms by reference. Capitalized terms used in the Privacy Policy that are not otherwise defined there have the meanings given to them in these Terms.

16.2 Roles of the Parties. For personal information that Client submits as part of its own account, billing, or user-registration data, BSA acts as a business/controller in its own right, as described in the Privacy Policy. For personal information embedded in Client Content, for example, names or contact information of property owners, tenants, or other individuals appearing in uploaded documents or public records Client submits for analysis, BSA acts solely as a service provider/processor acting on Client’s instructions, and Client is responsible, as between the parties, for (a) having a lawful basis to submit that personal information to the Platform, and (b) providing any notice or obtaining any consent required from the individuals to whom it relates. BSA will not use personal information processed as a service provider for any purpose other than providing the Services, will not sell it or share it for cross-context behavioral advertising, and will delete or return it in accordance with Client’s instructions and the retention terms of the Privacy Policy.

16.3 Security Safeguards. BSA will maintain administrative, technical, and physical safeguards designed to protect Client Content and personal information against unauthorized access, use, disclosure, alteration, or destruction, consistent with the Data Security section of the Privacy Policy.

16.4 Security Incident Notification. If BSA becomes aware of a confirmed unauthorized access to or acquisition of Client Content or personal information processed on the Platform that compromises its security, confidentiality, or integrity ("Security Incident"), BSA will notify Client without undue delay and will provide information reasonably available to BSA about the nature and scope of the Security Incident and BSA’s remediation efforts. This Section does not shift to BSA any statutory notification obligation that applies directly to Client as a controller or business with respect to affected individuals or regulators; Client remains responsible for making any notifications required of it by applicable law.

16.5 International Processing. BSA’s Services are provided using third-party infrastructure located in more than one jurisdiction. BSA’s database, file-storage, and authentication functions are currently hosted through infrastructure located in Canada; BSA’s application-hosting and content-delivery functions are provided through a third-party hosting provider whose network may operate infrastructure in the United States and other jurisdictions. Client Content and other information submitted to the Platform may accordingly be stored, processed, or transmitted outside the United States. By submitting Client Content or other information to the Platform, Client consents to this cross-border storage, processing, and transmission, subject to the safeguards described in Section 16.3 and the BSA Privacy Policy. BSA will provide notice of any material change in the jurisdictions in which Client Content is stored or processed.

17. Fees and Payment

17.1 Subscription Model. BSA’s standard model for the Services is a subscription under which a Client organization subscribes to the Platform and the Services on a monthly or annual basis. The subscription entitles the subscribing Client organization to use the Services across multiple projects and Workspaces during the subscription term, rather than requiring a separate contract for each project. BSA does not require a signed engagement letter, order form, or statement of work as a condition of the standard subscription relationship, although BSA may use a separate engagement letter, order form, or other written agreement for a particular Client or engagement where BSA determines one is appropriate, in which case the terms of that separate agreement govern to the extent they conflict with this Section 17.

17.2 Billing Cycle; Auto-Renewal. Unless otherwise stated in a separate written agreement, a monthly subscription automatically renews for successive one-month terms, and an annual subscription automatically renews for successive one-year terms, in each case unless Client cancels in accordance with Section 17.5 before the start of the next billing period. A Client subscribed on a monthly basis may move to an annual subscription after it has maintained an active monthly subscription for at least one (1) month; an annual subscription is payable in full, in advance, for the full annual term.

17.3 Payment Authorization; Processing. Client authorizes BSA and BSA’s third-party payment processor (currently anticipated to be Square) to charge the payment method Client has on file for all fees due at the start of each billing period and for any other amounts Client owes under these Terms. Client is responsible for keeping accurate and current payment and billing information on file.

17.4 Failed or Late Payment. If a renewal payment is not successfully processed, BSA may suspend Client’s and its Workspace users’ access to the Platform and all Workspaces until the past-due amount is paid in full. There is no contractual grace period for a missed or failed payment; access may be suspended as soon as the applicable payment is not successfully collected. Suspension of access under this Section 17.4 does not, by itself, result in deletion of Client Content or Deliverables; retained information continues to be handled in accordance with the retention provisions of the Privacy Policy.

17.5 Cancellation. Client may cancel its subscription at any time, effective at the end of the then-current paid billing period, by providing notice through the Platform or to BSA in writing. Cancellation prevents the next renewal and the corresponding charge; Client and its authorized Workspace users may continue to use the Services through the end of the billing period for which Client has already paid.

17.6 Non-Refundable Fees. Except as expressly stated in these Terms or as required by applicable law, subscription fees and other amounts paid to BSA are non-refundable, including in connection with a mid-period cancellation, downgrade, or partial-month use.

17.7 Fee Changes. BSA may change its subscription fees for future billing periods by providing notice before the change takes effect; a fee change applies prospectively and does not affect fees already paid for a then-current billing period.

17.8 Taxes. Fees are exclusive of applicable sales, use, or similar taxes, which Client is responsible for paying, excluding taxes based on BSA’s net income.

18. Term; Suspension; Termination

18.1 Term. These Terms remain in effect for as long as Client maintains an active subscription, account, or Workspace access.

18.2 Voluntary Cancellation. Client may cancel its subscription as described in Section 17.5. Upon cancellation, Client and its Workspace users retain access to Client’s Workspace(s) through the end of the then-current paid subscription period, after which Client’s access to the Platform and its Workspaces ends.

18.3 Suspension and Termination for Cause. BSA may suspend or terminate Client’s access to the Platform for (a) breach of these Terms (including Section 4), (b) non-payment, as described in Section 17.4, or (c) suspected unlawful or abusive use. Suspension or termination under this Section 18.3 does not, by itself, result in deletion of Client Content, Deliverables, or other retained records, which continue to be handled under the retention provisions of the Privacy Policy.

18.4 Effect of Termination. Loss of access to the Platform, whether by voluntary cancellation or suspension or termination for cause, does not by itself terminate obligations under these Terms that by their nature are intended to survive, including the recordkeeping and retention obligations described in the Privacy Policy. BSA does not currently offer a separate post-termination read-only access period or data-export window beyond what is otherwise provided under these Terms.

18.5 Survival. Sections 4, 6–17, 19, 21, and 22 survive termination.

19. Dispute Resolution

19.1 Governing Law. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles.

19.2 Commercial Clients — Binding Arbitration. This Section 19.2 applies to every Client other than a Public Client (as defined in Section 15). Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its then-current commercial arbitration rules, seated in Austin, Texas. Each party waives any right to a jury trial and to participate in a class, collective, or representative action. Notwithstanding the foregoing, either party may (a) seek injunctive relief in court to protect confidential information or intellectual property pending arbitration, or (b) bring an individual claim in small-claims court if the claim qualifies for that court’s jurisdictional limits.

19.3 Public Clients — Court Proceedings. This Section 19.3 applies where Client is a Public Client. The arbitration requirement in Section 19.2 does not apply to a Public Client. Instead, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas for any dispute arising out of or relating to these Terms, and, to the extent permitted by law, each party waives any right to a jury trial. Nothing in these Terms waives, and these Terms do not seek to waive, any sovereign or governmental immunity to which a Public Client is entitled, or expands BSA’s remedies against a Public Client beyond what is permitted under the statute, if any, by which that Public Client has consented to suit or waived immunity (for example, and without limitation, the limited waiver for certain written contract claims against Texas local governmental entities under Texas Local Government Code Chapter 271, where applicable). If any provision of this Section 19.3 is inconsistent with a statutory limitation on a Public Client’s capacity to agree to venue, jury waiver, or related terms, that provision is severed and the remaining terms of these Terms remain in effect as to that Public Client.

20. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, or failures of third-party data providers or AI service providers.

21. Modifications to These Terms

BSA may update these Terms from time to time. Material changes will be communicated via the Platform or by direct notice, and continued use of the Platform after the effective date of a revision constitutes acceptance. Where required by law or by these Terms, BSA will seek renewed affirmative acceptance for material changes affecting liability, fees, or dispute resolution, consistent with Section 1.

22. Miscellaneous

  • a. Assignment: Client may not assign these Terms without BSA’s prior written consent; BSA may assign these Terms in connection with a merger, acquisition, or sale of assets.

  • b. Severability: If any provision is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be reformed to the minimum extent necessary.

  • c. Entire Agreement: These Terms, together with the Privacy Policy and any separate engagement letter, order form, or statement of work the parties execute for a particular Client or engagement, constitute the entire agreement between the parties regarding the Platform. No separate engagement letter, order form, or statement of work is required for Client’s standard subscription to the Platform under Section 17.

  • d. No Third-Party Beneficiaries: These Terms do not create rights in any person or entity other than the parties.

  • e. No Waiver: A party’s failure to enforce any provision of these Terms is not a waiver of that provision or of the party’s right to later enforce it.

  • f. Electronic Communications and Signatures: Client consents to receive notices, disclosures, and agreements electronically, and agrees that an electronic acceptance (including a clickwrap "I Agree" action) has the same legal effect as a handwritten signature or physical delivery, to the fullest extent permitted under the federal E-SIGN Act and applicable state adoptions of the Uniform Electronic Transactions Act.

  • g. Notices: Notices under these Terms should be sent to Beverlin Strategic Advisors LLC, Attn: Richard Beverlin, 5900 Balcones Dr, Ste 100, Austin, TX 78731, admin@beverlindevelopment.com .

23. Contact

Questions about these Terms may be directed to Beverlin Strategic Advisors LLC, Attn: Richard Beverlin, 5900 Balcones Dr, Ste 100, Austin, TX 78731, admin@beverlindevelopment.com .

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