Terms and Conditions

1. Agreement to Terms

Welcome to TexasLlama. These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and OpenWare C Corp, doing business as TexasLlama ("we," "us" or "our"), concerning your access to and use of the TexasLlama website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site").

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.

2. Intellectual Property Rights

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

3. User Representations

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms and Conditions; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

4. Services Description

TexasLlama provides technology consulting and implementation services including but not limited to: database management, web development, business automation, technical support, and AI infrastructure deployment (collectively, the "Services"). All Services are provided subject to these Terms and Conditions and any applicable Service Level Agreements (SLAs).

We reserve the right to modify, suspend, or discontinue any portion of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

Specific service descriptions, pricing, and deliverables will be outlined in individual Statements of Work (SOWs) or service agreements executed between you and TexasLlama. In the event of any conflict between these Terms and Conditions and a signed SOW, the SOW shall control.

5. Payment Terms

All fees for Services are quoted in United States Dollars (USD) and are exclusive of any applicable taxes, unless otherwise stated. You are responsible for all taxes associated with the Services, other than taxes based on our net income.

Payment terms are net 15 days from the date of invoice unless otherwise specified in writing. Late payments are subject to a service charge of 1.5% per month (or the maximum amount permitted by law, whichever is less) on the outstanding balance.

For subscription-based Services, you authorize us to charge your designated payment method on a recurring basis until you cancel your subscription. You may cancel your subscription at any time by providing 30 days written notice.

6. Data Security and Privacy

We implement and maintain commercially reasonable administrative, physical, and technical security safeguards designed to protect your data from unauthorized access, disclosure, alteration, or destruction. These safeguards include Secure Software Development Lifecycle (SDLC) practices, Software Bill of Materials (SBOM) transparency, encryption at rest and in transit, access controls, and regular security assessments.

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms and Conditions. By using the Site and Services, you consent to the collection, use, and sharing of your information as described in our Privacy Policy.

We maintain comprehensive SBOM documentation for all software components used in our Services, ensuring transparency and enabling rapid vulnerability assessment. Our Secure SDLC documentation is available upon request for enterprise customers.

7. Service Level Agreements

For Services covered by a Service Level Agreement (SLA), we commit to the uptime and response time specifications outlined in your specific service agreement or SOW. SLAs typically include uptime guarantees (e.g., 99.9%), response time commitments for support requests, and escalation procedures for critical issues.

If we fail to meet the SLA commitments specified in your agreement, you may be eligible for service credits as outlined in the SLA. Service credits are your sole and exclusive remedy for SLA failures, except in cases of willful misconduct or gross negligence.

SLA credits are calculated as a percentage of the monthly fees paid for the affected Service and are applied to future invoices. To receive SLA credits, you must submit a claim within 30 days of the incident. Downtime does not include scheduled maintenance windows, force majeure events, or issues caused by third-party services or your own equipment.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1,000.00, WHICHEVER IS GREATER.

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

9. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Site; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site.

10. Governing Law and Dispute Resolution

These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law principles.

Any legal action or proceeding arising out of or relating to these Terms and Conditions shall be brought exclusively in the state or federal courts located in Houston, Texas. You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to such jurisdiction or venue.

Before filing any claim against us, you agree to attempt to resolve the dispute informally by contacting us at legal@texasllama.com. If a dispute is not resolved within 30 days of submission, you or we may bring a formal proceeding. Any dispute arising from these Terms will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

11. Miscellaneous

These Terms and Conditions and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

We may assign or transfer our rights and obligations under these Terms and Conditions to any third party without notice or consent. You may not assign or transfer your rights without our prior written consent.

If any provision or part of a provision of these Terms and Conditions is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.

12. Contact Information

For questions, concerns, or notices regarding these Terms and Conditions, you may contact us at: