UPDATED May 5, 2022
The following general conditions are applicable to any contract for services as provided by Chalk Mountain LLC and its subsidiaries (hereinafter referred to as “Chalk Mountain”). Chalk Mountain is licensed as an engineering company (Firm Number F-19516) with the Texas Board of Professional Engineers. Please review thoroughly before agreeing to our contract for services and print a copy of this document if you prefer, for your record keeping purposes.
PARTIES AND SCOPE OF WORK: Chalk Mountain, shall include said company or its particular division, subsidiary or affiliate performing the work. “Work” means the analysis of complex technical tasks, design and preparation of plans, specifications and studies or other service to be performed by Chalk Mountain as set forth in Chalk Mountain’s Proposal for Services (hereinafter referred to as proposal), Client’s acceptance thereof and these General Conditions. Additional work ordered by Client shall also be subject to these General Conditions. “Client” refers to the person or business entity ordering the work to be done by Chalk Mountain. If Client is ordering the work on behalf of another, Client represents and warrants that it is the duly authorized agent of said party for the purpose of ordering and directing said work. Unless otherwise stated in writing, Client assumes sole responsibility for determining whether the quantity and the nature of the work ordered by the client is adequate and sufficient for Client’s intended purpose. Client shall communicate these General Conditions to each and every third party to whom Client transmits any part of Chalk Mountain’s work. Chalk Mountain shall have no duty or obligation to any third party greater than that set forth in Chalk Mountain’s proposal, Client’s acceptance thereof and these General Conditions. The ordering of work from Chalk Mountain, and/or the reliance on any of Chalk Mountain’s work, shall constitute acceptance of the terms of Chalk Mountain’s proposal and these General Conditions, regardless of the terms of any subsequently issued document.
TERMS OF PAYMENT: Client shall pay retainer amount as specified upon acceptance of proposal, prior to commencement of work. Client shall pay all invoices upon demand and per the terms as specified in the contract. Additional retainage amounts are due at 25%, 50%, 75% and 100% completion milestones. Subsequent work shall not commence until payment has been received for each milestone. Work is considered 100% complete upon submital to client. Payment for 100% milestone must be received prior to submital.
Client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause within thirty (30) days at the maximum interest rate permitted under applicable law until paid. Client agrees to pay Chalk Mountain’s cost of collection of all amounts due and unpaid after sixty (60) days, including, but not limited to court costs and reasonable attorney’s fees. Chalk Mountain shall not be bound by any provision or agreement requiring or providing for arbitration of disputes or controversies arising out of this agreement, any provision wherein Chalk Mountain waives any rights to a mechanics lien, or any provision conditioning Chalk Mountain’s right to receive payment for its work upon payment to Client by any third party or based upon approval of work prepared by Chalk Mountain. These General Conditions are notice, where required, that Chalk Mountain shall file a lien whenever necessary to collect past due amounts. Failure to make payment within 60 days of invoices shall constitute a release of Chalk Mountain from any and all claims which Client may have, whether in tort, contract or otherwise, and whether known or unknown at the time.
You or your means you personally (i.e., the individual who reads and agrees to be bound by these terms), and, if you access this Site on behalf of a corporation or other legal entity (including, but not limited to, a partnership, LLC or LLP), collectively, you and such corporation or its successors, or any other legal entity on whose behalf you represent.
Chalk Mountain cannot, and does not, guarantee or otherwise warrant that the regulatory approval/permit sought by client can or will be received. Chalk Mountain will work diligently in support of such approval, based on the physical and regulatory parameters associated with the project. However, Chalk Mountain does not have control over agency decisions.
Chalk Mountain’s estimated fees do not include time required to revise works of engineering due to changes in client’s requirements and plans, or due to revisions necessary to address comments received from third parties. Any revisions which are necessary due to input from third parties are invoices based upon our Standard Rate Chart. All invoices must be paid prior to resubmital of works of engineering.
Chalk Mountain is not responsible for payment of any application or processing fees to any entity on behalf of the Client. Client must pay any external costs directly to recipient.
Chalk Mountain does not offer legal services to clients. Client agrees to pay for these services directly to the service provider.
Chalk Mountain does not offer land surveying services to clients. Client agrees to pay for these services directly to the service provider unless specifically stated within a contract.
Chalk Mountain’s reimbursable expenses include revisions required by any third party, fees for outsources services, travel expenses, meals during travel, printing, delivery expenses, meetings of any type including travel time, preparation time, attendance time as well as preparation of meeting notes.
Chalk Mountain shall be compensated for any additional effort which is not included within the original scope of services including research, documentation and any other form of assistance including testifying on behalf of client or others regarding any legal matters. These fees are paid by client and shall be payable upon a monthly basis, based upon our standard rate chart. No further work shall be conducted prior to payment of outstanding invoices
Chalk Mountain retains ownership of all data and engineering works prepared by Chalk Mountain. Chalk Mountain will provide a copy of such data and engineering works only upon completion of work and after receiving full payment per contract as well as per any additional services and resulting invoices.
IN NO EVENT SHALL CHALK MOUNTAIN AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, FLOODING OF PROPERTIES OR OTHER ACTS OF GOD, LOSS OF DATA, LOSS OF INCOME, REVENUE OR PROFITS, LOSS OF OTHER INTANGIBLES DUE TO THE USE OF OUR PRODUCTS AND SERVICES, WHETHER IN AN ACTION OF EQUITY, CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY PRODUCTS AND SERVICES MADE AVAILABLE BY CHALK MOUNTAIN, EVEN IF ADVISED IN ADVANCE OF SUCH
DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, CHALK MOUNTAIN AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY SOFTWARE AND/OR OTHER CONTENT POSTED ON THE SITE BY CHALK MOUNTAIN OR ANY THIRD PARTY. THE MAXIMUM LIABILITY OF CHALK MOUNTAIN FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE DETERMINED AND INCLUDED WITHIN EACH UNIQUE CONTRACT BETWEEN CHALK MOUNTAIN AND CLIENT.
Third Parties. If you wish to pay for services online, we may provide links on the Site or via electronic invoice to a third party payment processing service where you can make payments via credit card. Please be aware that any third parties are governed by third party terms and conditions.
Chalk Mountain is in no way responsible or liable for usage of services provided by third party companies. We encourage you to read the terms and conditions of third parties prior to utilization of their services. These Terms do not govern, and we are not responsible or liable for, your interaction with any third party.
THE LINKS IN THIS SITE WILL LET YOU LEAVE CHALK MOUNTAIN’S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF CHALK MOUNTAIN AND CHALK MOUNTAIN IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. CHALK MOUNTAIN’S IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. CHALK MOUNTAIN IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY CHALK MOUNTAIN LLC OF ANY LINKED SITES. YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
Governing Law; Forum: If you have an existing contractual relationship with Chalk Mountain, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) establish the law and forum in addition to other terms as stated within your contract with Chalk Mountain. If you have more than one existing contract with Chalk Mountain, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and establish the law and forum in addition to your most recent contract with Chalk Mountain.
If you do not have an existing contractual relationship with Chalk Mountain, then (a) you agree to the non-exclusive jurisdiction of an appropriate state court in Hood County, Texas, or an appropriate court located in Granbury, Texas for any action or proceeding arising out of or related to these Terms; and (b) except to the extent expressly provided in the following paragraph, any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of the State of Texas in the United States without regard to applicable conflict of law provisions. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods.
If (i) you do not have an existing contractual relationship with Chalk Mountain; (ii) you are not a U.S. citizen; (iii) you do not reside in the United States; (iv) you are not accessing this Site from the United States; (v) the dispute between you and us is unrelated to your access to or use of the U.S. version of the Site and (vi) you are the citizen of a European Union country who is using the Site for purposes other than for your trade, business or profession, you hereby agree that any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of the United States, without regarding to applicable conflict of law provisions. Nothing herein shall be deemed to constitute consent by Chalk Mountain to the jurisdiction of any court or other forum of any country for the purpose of resolving any dispute hereunder (other than an appropriate state court in Hood County, Texas, or an appropriate federal court located in Fort Worth, Texas).
Indemnification. You shall defend or settle at your sole expense any claim or suit, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, (collectively, an “Action”) against Chalk Mountain and/or each of its affiliates, and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees (each, an “Indemnitee”) to the fullest extent permitted by law arising out of or in connection with: (1) an assertion that the information, content, or other materials or services provided or made available by you, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach by you of your obligations under these Terms; (3) your unlawful and/or unauthorized use of, or activities in connection with this Site, including the information, content, services, and/or products provided on the Site; and (4) any Submission provided by you in a Forum. You shall indemnify and hold harmless the Indemnitee from and against any and all damages, costs, liabilities, and attorneys’ fees incurred in defending and/or resolving such Action. The foregoing indemnities shall survive expiration or termination of these Terms.
Notices. Notices to Chalk Mountain under these Terms shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Chalk Mountain, Attention: Legal Department, 5420 E Hwy 377 Suite F Granbury TX 76049. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in Chalk Mountain’s discretion. The Site may also provide notices of changes to these Terms or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Contact Chalk Mountain. If you have any questions regarding the meaning or application of these Terms, please direct such questions to firstname.lastname@example.org.