Professional Services Terms

Last Updated: March 10, 2025

1. Introduction and Acceptance

These Professional Services Terms ("Terms") govern your access to and use of consulting and professional services ("Professional Services") offered by Narrowstack LLC ("Narrowstack," "we," "our," or "us"). By engaging Narrowstack for Professional Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our Professional Services.

2. Description of Professional Services

Narrowstack provides professional services including software and information technology implementation, support, and other generally related consulting services. Our specific services may include, but are not limited to:

• Software mapping and integration (Stackmap™)
• Data pipeline creation and warehousing (Stackflow™)
• Dashboard and reporting development (Stackview™)
• Technology team augmentation and managed services (Stackops™)
• Fractional CIO and CTO services
• Technology roadmapping and workflow optimization

The specific scope, deliverables, and terms of any professional services will be detailed in a separate Statement of Work between Narrowstack and the client.

3. Statements of Work

3.1 Creation of Statements of Work

From time to time, Narrowstack agrees to provide Professional Services as described in detail on a mutually agreed Statement of Work, in form and substance acceptable to each party. Each Statement of Work, when executed by an authorized representative of both parties, shall constitute a separate agreement and each Statement of Work shall incorporate and be subject to all of the terms and conditions contained in these Terms.

3.2 Performance of Professional Services

Narrowstack shall render the Professional Services set forth in each Statement of Work in a timely and professional manner consistent with generally accepted industry standards. Client shall provide in a timely and professional manner, and at no cost to Narrowstack, assistance, cooperation, complete and accurate information and data, equipment, computer and telecommunications facilities, programs, files, documentation, a suitable work environment, and other resources requested by Narrowstack to enable it to perform the Professional Services.

3.3 Personnel

Narrowstack may engage agents, contractors, consultants, and advisors (collectively, "Stackpack Members"), competent in the field, to render the Professional Services.

3.4 Location of Services

All Professional Services rendered in connection with these Terms and any Statement of Work associated herewith shall be rendered remotely, unless otherwise agreed by Narrowstack.

4. Intellectual Property Rights

4.1 Ownership of Work Product

Except as may be provided in a Statement of Work to the contrary, the term "Work Product" means all materials, software, tools, data, inventions, papers, works of authorship, and other innovations of any kind, including, without limitation, any deliverables under a Statement of Work, developed, produced, or generated in the course of Narrowstack performing the Professional Services or as a result of such Professional Services, whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection.

Narrowstack agrees that all Work Product shall be the property of Client and hereby assigns all rights it may have in the Work Product and in all related patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights to Client.

4.2 Narrowstack's Intellectual Property

Narrowstack's pre-existing intellectual property, including but not limited to methodologies, processes, technologies, algorithms, software, tools, or proprietary information that was created, acquired, or otherwise developed by Narrowstack prior to the performance of Professional Services, shall remain the sole property of Narrowstack.

5. Payment Terms

5.1 Fees

Client shall pay Narrowstack for Professional Services in accordance with the payment terms described in a Statement of Work.

5.2 Payment

All fees for Professional Services and costs will be invoiced according to the terms of a Statement of Work and will be payable within thirty (30) days of the date of invoice. In the event payments are not received by Narrowstack within 30 days after becoming due, Narrowstack may:

• Charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid, and
• Suspend performance for all Professional Services until payment has been made in full.

6. Termination

6.1 Term

These Terms shall commence on the date you engage our Professional Services and continue until terminated as otherwise provided herein. Either party may terminate these Terms and a Statement of Work at any time upon thirty (30) days prior written notice to the other party.

6.2 Termination for Cause

Either party may terminate these Terms immediately upon notice to the other party if the other party breaches or is in default of any obligation hereunder, including the failure to make any payment when due, which default is incapable of cure or which, being capable of cure, has not been cured within ten (10) days after receipt of written notice from the non-defaulting party.

6.3 Effect of Termination

Upon termination of these Terms, Narrowstack shall immediately cease performing any Professional Services and Client shall pay Narrowstack any compensation due for Professional Services actually rendered.

7. Confidentiality

7.1 Confidential Information

"Confidential Information" means information, ideas, materials, or other subject matter of a party, whether disclosed orally, in writing, or otherwise, that is provided under circumstances reasonably indicating that it is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of these Terms, all business plans, technical information or data, product ideas, methodologies, calculation algorithms and analytical routines, and all personnel, client, contracts and financial information or materials disclosed or otherwise provided by a party.

7.2 Restrictions on Use

The receiving party shall not use Confidential Information of the disclosing party for any purpose other than in furtherance of these Terms and the activities described herein. The receiving party shall not disclose Confidential Information of the disclosing party to any third parties except as otherwise permitted hereunder.

7.3 Return of Materials

Upon termination of these Terms and promptly upon the written request of the disclosing party, the receiving party will destroy all documents or other materials furnished by the disclosing party to the receiving party constituting Confidential Information.

8. Non-Solicitation

Beginning on the date you engage our Professional Services and continuing until the date which is two (2) years following the last date in which Narrowstack provides Professional Services to you, neither party will solicit for employment or hire any person who is an officer, director, current employee or current contractor (including all Stackpack Members) of the other party, with whom the party has had contact or who became known to the party in connection with the rendering of Professional Services.

9. Limitation of Liability

EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NARROWSTACK MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PROFESSIONAL SERVICES OR ANY WORK PRODUCT OR DELIVERABLES DEVELOPED HEREUNDER, AND NARROWSTACK EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY'S LIABILITY TO THE OTHER PARTY UNDER THESE TERMS SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THESE TERMS.

10. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to or application of provisions relating to choice of law. The exclusive venue for any and all legal proceedings that might arise from these Terms shall be Harris County, Texas, or in the United States District Court for the Southern District of Texas, Houston Division.

11. General Provisions

11.1 Force Majeure

Neither party shall be responsible or liable for its failure to perform under these Terms resulting from any event beyond the reasonable control of such party.

11.2 Independent Contractor

The relationship of the parties is that of independent contractors. Neither party shall be deemed to be the legal representative of the other.

11.3 Entire Agreement

These Terms, together with any applicable Statement of Work, constitute the entire agreement between you and Narrowstack regarding our Professional Services and supersede all prior agreements and understandings.

11.4 Severability

If any provision of these Terms is unenforceable, then such provision will be enforced to the maximum extent possible under applicable law so as to effect the intent of the parties and the other provisions of these Terms will continue in full force and effect.

12. Contact Us

If you have any questions about these Terms, please contact us at:

Narrowstack LLC
8350 Ashlane Way # 204
The Woodlands, TX 77382
Email: legal@narrowstack.com
Attention: Tyler Cowie