Professional Services Terms and Conditions

1. SERVICES; STATEMENTS OF WORK

1.1 Services. Kosha Tex provides technology consulting, implementation, configuration, integration, automation, training, managed services, and related professional services (the “Services”), including Services relating to third-party software platforms such as monday.com, Odoo, Cerri, and Make.com (each, a “Platform”). The specific Services, deliverables (“Deliverables”), fees, timelines, milestones, and assumptions for each engagement will be set forth in an SOW.

1.2 Order of Precedence. In the event of a conflict between these Terms and an SOW, the SOW controls with respect to that engagement, but only to the extent the SOW expressly identifies the provision of these Terms being modified.

1.3 Versioning. Kosha Tex may update these Terms from time to time by posting a revised version on its website. Each SOW is governed by the version of these Terms in effect on the effective date of that SOW. Kosha Tex maintains an archive of prior versions and will provide the applicable version to Client upon written request.

1.4 Change Orders. Either Party may request changes to an SOW. No change is binding until documented in a written change order signed by authorized representatives of both Parties. Kosha Tex may equitably adjust fees, timelines, and assumptions to reflect approved changes.

1.5 Acceptance. Unless an SOW specifies a different acceptance procedure, each Deliverable is deemed accepted upon the earlier of (a) Client's written acceptance, (b) Client's productive use of the Deliverable, or (c) ten (10) business days after delivery, if Client has not delivered a written rejection describing the specific material nonconformity with the applicable SOW.

1.6 Proposal Validity. Unless otherwise stated in the proposal or SOW, the fees, schedule, and assumptions set forth in a proposal remain valid for ten (10) business days after delivery to Client. Fees and schedules are based on Kosha Tex's understanding of the project scope at the time of the proposal; any alteration of specifications or scope by Client may result in adjustments to fees or schedule, which will be quoted to Client in writing before the associated costs are incurred.

2. CLIENT RESPONSIBILITIES

2.1 Cooperation. Client will provide, in a timely manner: (a) access to the personnel, systems, environments, credentials, and information reasonably required to perform the Services; (b) a designated project contact with authority to make decisions and grant approvals on Client's behalf; and (c) timely review and feedback on Deliverables and project communications.

2.2 Client Delay. Kosha Tex is not responsible for delays or additional costs caused by Client's failure to meet its responsibilities under Section 2.1 or an SOW. Timelines will be extended to reflect any such delay, and Kosha Tex may invoice for resulting idle time, remobilization, or rework at the rates set forth in the applicable SOW.

2.3 Client Materials. Client represents and warrants that it owns or has all rights necessary to provide the data, content, systems access, and other materials it furnishes to Kosha Tex (“Client Materials”), and that Kosha Tex's use of Client Materials as contemplated by an SOW will not violate any law or third-party right.

3. FEES; INVOICING; PAYMENT

3.1 Fees. Client will pay the fees set forth in each SOW. Fees may be structured as fixed fee, time and materials, subscription, or a combination, as specified in the SOW.

3.2 Invoicing and Payment. Unless the applicable SOW provides otherwise, invoices are due and payable within fifteen (15) days of the invoice date, in United States dollars, by a payment method permitted under Section 3.10.

3.3 Late Payment. Past due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If any undisputed amount remains unpaid ten (10) days after written notice of nonpayment, Kosha Tex may suspend performance of the Services until payment is received, without liability and without waiving any other right or remedy. Client will reimburse Kosha Tex for reasonable costs of collection, including reasonable attorneys' fees.

3.4 Expenses. Client will reimburse Kosha Tex for reasonable, pre-approved, out-of-pocket expenses incurred in performing the Services, at cost and with supporting documentation.

3.5 Taxes. Fees are exclusive of all taxes, levies, and duties. Client is responsible for all such amounts, excluding taxes based on Kosha Tex's net income.

3.6 No Setoff. Client may not withhold or set off any amounts due under an SOW. Except as expressly provided in these Terms or an SOW, fees are non-refundable.

3.7 Prepaid Hourly Engagements. Where an SOW provides for a prepaid block of hours, fees are due in advance of receiving the Services. Payment must be received within five (5) business days of SOW signature for Kosha Tex to guarantee the schedule set forth in the SOW; if payment is not received within that period, Kosha Tex may adjust the schedule based on then-current capacity. Prepaid fees for hours not yet consumed are non-refundable upon termination of the SOW for any reason, by either Party, with or without cause.

3.8 Hour Expiration. Unless the applicable SOW provides otherwise, the expiration period for prepaid hours begins on the date of the first working session with Client. Prepaid hours do not roll over and expire if not utilized within the following periods: five (5) hours, thirty (30) days; ten (10) or twelve (12) hours, sixty (60) days; fifteen (15) hours, ninety (90) days; twenty (20) hours, one hundred twenty (120) days. For each additional five (5) hours purchased beyond twenty (20), the expiration period is extended by thirty (30) days. For engagements larger than twenty (20) hours, a maximum of ten (10) hours per month may be allocated during the final two (2) months of the engagement's term.

3.9 Cancellations; No-Shows. Client may cancel or reschedule a scheduled session by written notice at least twenty-four (24) hours in advance without charge. For a first cancellation with less than twenty-four (24) hours' notice, fifteen (15) minutes of administrative time will be charged; for each subsequent late cancellation, sixty (60) minutes will be charged. If Client is more than fifteen (15) minutes late to a scheduled session without notice, the session will be ended; the first occurrence will be charged fifteen (15) minutes, and each subsequent occurrence will be charged the full session.

3.10 Payment Methods. Client will pay invoices by ACH, credit card, or wire transfer, per the payment options provided with each invoice. Wire transfers are subject to a seventy-five dollar ($75) wire processing fee, which will be added to the applicable invoice, and the wire memo or reference field must include the Kosha Tex invoice number. Payments received without proper invoice identification may be held as unapplied until identified, and Kosha Tex is not responsible for delays in engagement start or continuation caused by unidentified payments.

4. THIRD-PARTY PLATFORMS

4.1 Platform Agreements. Client's license to and use of any Platform is governed solely by the agreement between Client and the applicable Platform vendor. Kosha Tex is not a party to that agreement and has no responsibility for the Platform itself, including its availability, security, functionality, pricing, or roadmap, except to the extent an SOW expressly provides for Kosha Tex to procure Platform subscriptions on Client's behalf. Kosha Tex may recommend Platforms based on its professional experience, but the decision to select, license, and continue using any Platform is Client's alone, and Kosha Tex is not liable for the fitness of any Platform for Client's purposes or for the viability, solvency, or continued operation of any Platform vendor.

4.2 No Platform Warranty. Kosha Tex makes no representation or warranty with respect to any Platform. Any warranty, service level, or support obligation relating to a Platform is provided, if at all, by the Platform vendor under Client's agreement with that vendor.

4.3 Platform Changes. If a Platform vendor modifies, deprecates, or discontinues functionality, interfaces, or terms in a manner that materially affects the Services or Deliverables, the Parties will negotiate in good faith an equitable adjustment to the affected SOW through a change order.

5. INTELLECTUAL PROPERTY

5.1 Client Materials. Client retains all right, title, and interest in and to Client Materials. Client grants Kosha Tex a limited, non-exclusive license to use Client Materials solely to perform the Services.

5.2 Work Product. As between the Parties, and excluding Client Materials, Kosha Tex owns all right, title, and interest in and to the configurations, boards, workflows, automations, integrations, code, documentation, reports, and other materials created by Kosha Tex in performing the Services (“Work Product”), including all intellectual property rights therein. To the extent Client acquires any interest in Work Product, Client assigns, and upon creation automatically assigns, that interest to Kosha Tex. Upon Kosha Tex's receipt of all fees due under the applicable SOW, Kosha Tex grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use the Work Product for the purposes for which it was developed and for Client's internal business purposes. Client's license applies to all Work Product regardless of whether, or the extent to which, any portion of the Work Product is protectable under copyright or other intellectual property law, and Kosha Tex makes no representation that any portion of the Work Product, including portions generated with the assistance of artificial intelligence tools, is registrable or protectable under such law. An SOW may expressly provide for the assignment of specified Deliverables to Client upon payment, in which case the assignment applies only to the Deliverables so specified.

5.3 Kosha Tex Materials. Kosha Tex retains all right, title, and interest in and to its pre-existing and independently developed intellectual property, including tools, templates, frameworks, methodologies, configurations, scripts, know-how, and documentation (“Kosha Tex Materials”). To the extent Kosha Tex Materials are embedded in a Deliverable, Kosha Tex grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use those Kosha Tex Materials solely as part of the Deliverable and solely for Client's internal business purposes.

5.4 Residual Knowledge. Nothing in these Terms restricts Kosha Tex from using the general knowledge, skills, and experience acquired in performing the Services, provided Kosha Tex does not use or disclose Client's Confidential Information.

5.5 Feedback. Client grants Kosha Tex a perpetual, irrevocable, royalty-free license to use any suggestions, ideas, or feedback Client provides regarding Kosha Tex's services, tools, or products.

6. CONFIDENTIALITY

6.1 Definition. “Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without restriction before disclosure; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is rightfully received from a third party without restriction.

6.2 Obligations. The Recipient will: (a) use the Discloser's Confidential Information solely to perform under these Terms and the applicable SOW; (b) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and (c) limit disclosure to personnel, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section 6.

6.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided that (where legally permitted) it gives the Discloser prompt written notice and reasonable cooperation to seek protective treatment.

6.4 Duration. The obligations in this Section 6 continue for three (3) years after termination or expiration of the applicable SOW, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

7. DATA PROTECTION AND SECURITY

7.1 Safeguards. Kosha Tex will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Client data in its possession or control, and will access Client systems and data only as necessary to perform the Services.

7.2 Regulated Data. Unless expressly provided in an SOW, the Services are not designed for, and Client will not provide Kosha Tex with, protected health information, cardholder data, or other data subject to specific regulatory regimes. Any handling of regulated data requires a separate written agreement between the Parties.

7.3 Incident Notice. Kosha Tex will notify Client without undue delay after confirming any unauthorized access to Client's Confidential Information in Kosha Tex's possession, and will reasonably cooperate with Client's remediation efforts.

7.4 Artificial Intelligence Tools. Kosha Tex may use artificial intelligence tools in performing the Services, including AI features within the Platforms, large language models, and other AI-assisted technologies, for tasks such as drafting content and documentation, generating configurations, analyzing workflows, and accelerating development. Information Client provides in connection with an engagement may be processed by such tools. Kosha Tex will handle any such information in accordance with Section 6 (Confidentiality) and this Section 7, will use AI tools only under commercial terms that prohibit the tool provider from using customer inputs to train publicly available AI models, and will not submit Client's Confidential Information to consumer-grade AI services lacking such protections. Upon Client's written request, Kosha Tex will provide a list of the material AI tools used in performing Client's engagement. Client may opt out of the use of AI tools for its engagement (other than AI features embedded within the Platforms, which are governed by Client's agreement with the Platform vendor) by written notice to Kosha Tex, in which case the Parties will execute a change order equitably adjusting fees, timelines, and assumptions to reflect the additional effort required.

8. WARRANTIES; DISCLAIMER

8.1 Mutual. Each Party represents and warrants that it has the full power and authority to enter into and perform under these Terms and each SOW.

8.2 Services Warranty. Kosha Tex warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client's exclusive remedy, and Kosha Tex's entire liability, for breach of this warranty is re-performance of the nonconforming Services, provided Client notifies Kosha Tex in writing within thirty (30) days after performance of the affected Services. If Kosha Tex cannot re-perform within a reasonable time, Kosha Tex will refund the fees paid for the nonconforming Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND KOSHA TEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KOSHA TEX DOES NOT WARRANT ANY PLATFORM OR ANY BUSINESS OUTCOME OR RESULT.

9. INDEMNIFICATION

9.1 By Kosha Tex. Kosha Tex will defend Client against any third-party claim alleging that a Deliverable, as delivered by Kosha Tex and excluding Client Materials and Platforms, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement. If a Deliverable becomes, or in Kosha Tex's opinion is likely to become, the subject of such a claim, Kosha Tex may, at its option: (a) procure for Client the right to continue using the Deliverable; (b) modify or replace the Deliverable so it is non-infringing without material loss of functionality; or (c) refund the fees paid for the affected Deliverable. This Section 9.1 does not apply to claims arising from Client Materials, Platforms, combinations not provided by Kosha Tex, or modifications not made by Kosha Tex.

9.2 By Client. Client will defend Kosha Tex against any third-party claim arising from: (a) Client Materials; (b) Client's use of the Services or Deliverables in violation of law, these Terms, or any Platform vendor agreement; or (c) Client's business operations, and will pay damages finally awarded or amounts agreed in settlement.

9.3 Procedure. The indemnified Party must give prompt written notice of the claim, grant the indemnifying Party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party may not settle a claim in a manner that imposes liability or admission on the indemnified Party without its prior written consent.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO KOSHA TEX UNDER THAT SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions. The limitations in this Section 10 do not apply to: (a) a Party's breach of Section 6 (Confidentiality); (b) a Party's indemnification obligations under Section 9; (c) a Party's gross negligence or willful misconduct; or (d) Client's payment obligations.

11. TERM; TERMINATION

11.1 Term. These Terms apply for so long as any SOW remains in effect. Each SOW commences on its effective date and continues until the Services are completed or the SOW is terminated in accordance with this Section 11.

11.2 Termination for Convenience. Unless the applicable SOW provides otherwise, either Party may terminate an SOW for convenience upon thirty (30) days' prior written notice. Upon such termination, Client will pay for all Services performed, Deliverables completed or in progress, and non-cancellable commitments incurred through the effective date of termination. Prepaid hourly engagements are governed by Section 3.7, and prepaid amounts are non-refundable as set forth therein.

11.3 Engagement Window. Unless the applicable SOW provides otherwise, the Parties will complete each engagement within sixty (60) days of SOW signature. Kosha Tex's ability to meet the schedule is dependent on Client's cooperation and timely delivery of requested materials, access, and feedback. Engagements that continue beyond sixty (60) days without the Parties' prior written agreement may be terminated by Kosha Tex immediately upon written notice to Client.

11.4 Termination for Cause. Either Party may terminate an SOW upon written notice if the other Party materially breaches the SOW or these Terms and fails to cure within fifteen (15) days after written notice of the breach, or immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

11.5 Effect; Survival. Upon termination or expiration of an SOW, Client will pay all amounts due, and each Party will return or destroy the other Party's Confidential Information upon written request, except for archival copies retained pursuant to standard backup procedures or legal requirements. Sections 3, 5, 6, 7.3, 7.4, 8.3, 9, 10, 12, 16, and 18 survive termination or expiration.

12. NON-SOLICITATION

12.1 Restriction. During the term of an SOW and for twelve (12) months thereafter, neither Party will directly solicit for employment or engagement, or hire, any employee or contractor of the other Party who performed work under that SOW, without the other Party's prior written consent. General solicitations not targeted at the other Party's personnel, and hires resulting from such general solicitations, are not a breach of this Section.

12.2 Remedy. If a Party hires the other Party's personnel in violation of Section 12.1, the hiring Party will pay the other Party a placement fee equal to fifty percent (50%) of the hired individual's first-year annualized total compensation, as liquidated damages and not as a penalty, the Parties agreeing that actual damages would be difficult to ascertain.

13. INDEPENDENT CONTRACTOR

Kosha Tex is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Kosha Tex controls the manner and means of performing the Services, and Kosha Tex personnel are not employees of Client for any purpose. Kosha Tex may use qualified subcontractors to perform the Services and remains responsible for their performance.

14. INSURANCE

Kosha Tex maintains commercially reasonable insurance coverage for its business, including commercial general liability and professional liability (errors and omissions) insurance, and will provide certificates of insurance upon Client's reasonable written request.

15. PUBLICITY

Kosha Tex may identify Client by name and logo as a client of Kosha Tex in its marketing materials, website, and proposals, unless Client opts out by written notice. Case studies or other materials describing the specifics of Client's engagement require Client's prior written approval.

16. DISPUTE RESOLUTION; GOVERNING LAW

16.1 Notice and Negotiation. Before initiating any legal proceeding arising out of or relating to these Terms or an SOW (other than a proceeding seeking injunctive relief), the complaining Party will deliver to the other Party a written notice describing the dispute in reasonable detail, and the Parties will attempt in good faith to resolve the dispute through negotiation between executives with settlement authority for a period of thirty (30) days following delivery of the notice.

16.2 Governing Law. These Terms and each SOW are governed by the laws of the State of Texas, without regard to its conflict of laws principles.

16.3 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Collin County, Texas, and waive any objection based on inconvenient forum.

16.4 Jury Waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SOW.

16.5 Prevailing Party. In any proceeding arising out of or relating to these Terms or an SOW, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.

16.6 Limitation Period. To the extent permitted by applicable law, no action arising out of or relating to these Terms or an SOW may be brought more than two (2) years after the cause of action accrues.

17. FORCE MAJEURE

Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, governmental action, utility or internet failures, or failures of Platform vendors, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

18. GENERAL

18.1 Assignment. Neither Party may assign these Terms or any SOW without the other Party's prior written consent, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice. Any other purported assignment is void.

18.2 Notices. Legal notices must be in writing and delivered by email (with confirmation of receipt) and by certified mail or nationally recognized courier to the addresses set forth in the applicable SOW. Notices are effective upon receipt.

18.3 Entire Agreement. These Terms, together with each SOW and any documents expressly incorporated by reference, constitute the entire agreement between the Parties regarding the subject matter of that SOW and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No terms contained in any Client purchase order, vendor portal, or similar document will apply, regardless of any signature or acknowledgment.

18.4 Amendment; Waiver. Except as provided in Section 1.3, these Terms and any SOW may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver is effective unless in writing, and no waiver of any breach is a waiver of any other or subsequent breach.

18.5 Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

18.6 No Third-Party Beneficiaries. These Terms and each SOW are for the sole benefit of the Parties and their permitted successors and assigns.

18.7 Headings; Interpretation. Headings are for convenience only. The words “including” and “include” mean “including without limitation.”