Terms of Service

1. Acceptance of Terms

By engaging Netix Solutions, LLC ("Netix," "we," "us," or "our") for any services, accessing our website, or entering into any agreement, statement of work, proposal, or other arrangement with Netix, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you must not engage our services or use our website.

These Terms constitute a legally binding agreement between you and Netix Solutions, LLC, a Florida limited liability company. Your continued use of our services after any modifications to these Terms constitutes acceptance of such modifications.

2. Description of Services

Netix Solutions provides a broad range of professional services including, but not limited to: technology consulting, strategic advisory services, custom application design and development, software engineering, systems integration, data analytics, artificial intelligence and machine learning solutions, unmanned systems consulting, project management, technology assessments, digital transformation planning, and related professional services (collectively, "Services").

The specific scope, deliverables, timelines, and fees for any engagement shall be defined in a separate statement of work ("SOW"), proposal, or written agreement between Netix and the Client. In the event of any conflict between these Terms and a specific SOW or written agreement, the terms of the SOW or written agreement shall control with respect to that particular engagement, except where these Terms expressly state otherwise.

Netix reserves the right to modify, expand, or discontinue any of its service offerings at any time without prior notice, provided that such changes shall not materially affect any active engagement governed by an executed SOW.

3. Client Responsibilities & Obligations

Client acknowledges and agrees that the successful delivery of Services depends upon Client's timely and effective cooperation. Client shall:

• Provide Netix with timely access to all information, data, systems, personnel, and resources reasonably necessary for Netix to perform the Services.
• Designate a primary point of contact with authority to make decisions and provide approvals on behalf of Client in a timely manner.
• Review and provide feedback on all deliverables within the timeframes specified in the applicable SOW or, if no timeframe is specified, within ten (10) business days of delivery.
• Ensure that all information and materials provided to Netix are accurate, complete, and do not infringe upon the intellectual property rights of any third party.
• Obtain and maintain all necessary licenses, permissions, consents, and authorizations required for Netix to perform the Services.
• Comply with all applicable laws, regulations, and industry standards relevant to Client's business and the use of the Services and deliverables.

Netix shall not be liable for any delays, deficiencies, or failures in the Services to the extent caused by Client's failure to fulfill its responsibilities under this section. Any delays caused by Client may result in revised timelines and additional fees, which shall be communicated in writing.

4. Intellectual Property Rights

Netix Pre-Existing IP.Netix retains all right, title, and interest in and to all intellectual property that Netix owned or developed prior to or independently of any engagement with Client, including but not limited to: proprietary tools, software, libraries, frameworks, methodologies, processes, techniques, know-how, templates, algorithms, and any improvements or modifications thereto (collectively, "Netix IP"). Nothing in these Terms or any SOW shall be construed as transferring ownership of any Netix IP to Client.

Work Product.Subject to full payment of all fees due under the applicable SOW, Netix grants Client a non-exclusive, non-transferable, perpetual license to use the deliverables specifically created for Client under that SOW ("Work Product") solely for Client's internal business purposes. This license does not include the right to sublicense, resell, distribute, or create derivative works from the Work Product without Netix's prior written consent.

Netix Tools and Components.To the extent any Work Product incorporates or is built upon Netix IP, Netix retains all ownership rights in such Netix IP, and Client's license to the Work Product shall not be construed as granting any rights to the underlying Netix IP beyond what is strictly necessary to use the Work Product as delivered.

Feedback.Any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Client regarding the Services or Netix IP ("Feedback") shall be the sole property of Netix, and Client hereby assigns all right, title, and interest in and to such Feedback to Netix.

Portfolio Rights. Netix reserves the right to use general descriptions of the work performed and methodologies employed (without disclosing Confidential Information) in its portfolio, marketing materials, and case studies unless otherwise restricted in writing.

5. Confidentiality

Each party ("Receiving Party") agrees that all non-public information disclosed by the other party ("Disclosing Party") in connection with the Services, whether oral, written, electronic, or visual, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, shall be considered "Confidential Information."

Confidential Information includes, but is not limited to: business plans, financial information, customer data, trade secrets, proprietary technology, source code, algorithms, processes, techniques, specifications, designs, pricing, and any information marked or identified as confidential.

The Receiving Party agrees to: (a) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; (b) not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

These obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already known to the Receiving Party without restriction prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction on disclosure.

The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain protective treatment for such information.

The obligations of confidentiality set forth in this section shall survive termination of these Terms for a period of five (5) years.

6. Payment Terms

Client agrees to pay all fees as set forth in the applicable SOW or written agreement. Unless otherwise specified in writing, all invoices are due and payable within thirty (30) days of the invoice date ("Net 30").

Late Payments. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date payment was due until the date of actual payment.

Suspension of Services.Netix reserves the right to suspend or delay performance of the Services upon fifteen (15) days' written notice if any invoice remains unpaid for more than fifteen (15) days past its due date. Netix shall not be liable for any damages, losses, or delays resulting from such suspension. Services shall resume upon receipt of all outstanding payments plus applicable late fees.

Expenses. Unless otherwise specified in the applicable SOW, Client shall reimburse Netix for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services, including travel, lodging, and third-party software or service costs.

Taxes.All fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, value-added, and other taxes and duties imposed by any governmental authority with respect to the Services, excluding taxes based solely on Netix's income.

Collection Costs.In the event that Netix must engage collection efforts or legal action to recover unpaid amounts, Client shall be responsible for all reasonable costs of collection, including attorneys' fees and court costs.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NETIX SOLUTIONS, LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AND CONTRACTORS, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO NETIX DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL NETIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, EVEN IF NETIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN SUCH DAMAGES.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER CAUSE OF ACTION, AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Netix's liability shall be limited to the greatest extent permitted by applicable law.

8. Indemnification

Client shall defend, indemnify, and hold harmless Netix Solutions, LLC, its officers, directors, members, employees, agents, and contractors (collectively, "Netix Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Client's breach of any representation, warranty, or obligation under these Terms;
• Client's use of the Services or any deliverables in a manner not authorized by these Terms or the applicable SOW;
• Client's violation of any applicable law, regulation, or third-party right;
• Any claim by a third party arising from or related to Client's business operations, products, or services;
• Any information, data, or materials provided by Client to Netix that infringe upon or misappropriate any intellectual property or proprietary rights of a third party;
• Any negligent or wrongful act or omission by Client, its employees, agents, or contractors.

Netix shall promptly notify Client of any claim subject to indemnification and shall reasonably cooperate with Client in the defense of such claim at Client's expense. Client shall not settle any claim that imposes any obligation or liability on any Netix Indemnitee without Netix's prior written consent.

9. Warranty Disclaimer

ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NETIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NETIX DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY PARTICULAR RESULTS OR OUTCOMES WILL BE ACHIEVED THROUGH THE USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NETIX SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Client acknowledges that the Services involve professional judgment and that outcomes may vary based on factors outside of Netix's control, including but not limited to market conditions, regulatory changes, third-party actions, and the accuracy of information provided by Client.

10. Independent Contractor Status

Netix is an independent contractor and nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Netix shall have sole control over the manner and means by which the Services are performed, subject to the specifications in any applicable SOW.

Netix personnel are not employees of Client and are not entitled to any employee benefits from Client. Netix shall be solely responsible for the payment of all compensation, benefits, taxes, and withholdings for its personnel, including but not limited to income taxes, Social Security, unemployment insurance, and workers' compensation.

Neither party shall have the authority to bind the other party or to incur any obligation on the other party's behalf without the other party's prior written consent.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, fire, flood, earthquake, hurricane, tornado, war, terrorism, civil unrest, embargo, government actions or orders, labor disputes, strikes, supply chain disruptions, power outages, internet or telecommunications failures, cyberattacks, or any other event that could not have been reasonably anticipated or prevented ("Force Majeure Event").

The affected party shall promptly notify the other party of the Force Majeure Event and its expected duration, and shall use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement upon written notice without further liability.

12. Termination

Termination for Convenience.Either party may terminate any engagement or these Terms upon thirty (30) days' prior written notice to the other party. In the event of such termination, Client shall pay Netix for all Services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments made by Netix on Client's behalf.

Termination for Cause. Netix may terminate any engagement or these Terms immediately upon written notice if: (a) Client fails to pay any invoice within thirty (30) days of its due date; (b) Client materially breaches any provision of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice thereof; or (c) Client becomes insolvent, files for bankruptcy, or is the subject of any insolvency proceeding.

Effect of Termination.Upon termination: (a) Client shall immediately pay all outstanding invoices and amounts owed to Netix; (b) each party shall return or destroy the other party's Confidential Information in its possession, except as required by law or as reasonably necessary to exercise surviving rights; (c) all licenses granted to Client hereunder shall terminate with respect to any unpaid Work Product; and (d) the provisions that by their nature should survive termination shall survive as set forth in Section 22 (Survival).

13. Dispute Resolution

Governing Law. These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

Informal Resolution. The parties agree to attempt to resolve any dispute informally by providing written notice describing the dispute and engaging in good faith negotiations for a period of at least thirty (30) days before initiating formal proceedings.

Binding Arbitration.Any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, that cannot be resolved through informal negotiation shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Hillsborough County, Florida, before a single arbitrator mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Class Action Waiver. THE PARTIES AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL HAVE THE RIGHT TO ACT AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS.

Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction in Hillsborough County, Florida, to prevent irreparable harm pending the outcome of arbitration.

14. No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in these Terms, whether express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent. If such modification is not possible, the provision shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

16. Entire Agreement

These Terms, together with any applicable SOWs, proposals, and other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof.

No representation, promise, inducement, or statement of intention has been made by either party that is not embodied in these Terms or the applicable SOW, and neither party shall be bound by or liable for any alleged representation, promise, inducement, or statement of intention not so set forth.

17. Amendments & Modifications

Netix reserves the right to modify these Terms at any time. Any modifications shall be effective upon posting the updated Terms on our website or upon providing written notice to Client. Client's continued engagement of the Services following any such modification constitutes acceptance of the modified Terms.

Notwithstanding the foregoing, no modification to these Terms shall materially alter the terms of an active SOW without the written consent of both parties. For the avoidance of doubt, modifications to these Terms shall apply prospectively and shall not affect rights or obligations that accrued prior to the effective date of the modification.

18. Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver shall be effective unless made in writing and signed by the waiving party. A waiver of any provision or breach of these Terms shall not constitute a waiver of any other provision or any subsequent breach.

19. Assignment

Client shall not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of Netix, which may be withheld in Netix's sole discretion. Any attempted assignment without such consent shall be null and void.

Netix may assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, without Client's consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

20. Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier service; or (d) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested.

Notices to Netix shall be sent to:

Netix Solutions, LLC
Email: email@netixsolutions.com
Phone: (813) 730-8224

Notices to Client shall be sent to the contact information provided by Client in the applicable SOW or engagement agreement, or to such other address as Client may designate by written notice to Netix.

21. Survival

The following sections shall survive the termination or expiration of these Terms for any reason: Section 4 (Intellectual Property Rights), Section 5 (Confidentiality), Section 6 (Payment Terms, with respect to any amounts accrued or owed), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9 (Warranty Disclaimer), Section 13 (Dispute Resolution), Section 15 (No Third-Party Beneficiaries), Section 16 (Severability), Section 22 (Survival), Section 23 (Data Handling & Security), and Section 24 (Professional Advice Disclaimer). Any other provisions that by their nature are intended to survive shall also survive termination.

22. Data Handling & Security

Netix shall implement commercially reasonable administrative, technical, and physical safeguards to protect Client data in its possession. However, no method of data transmission or storage is completely secure, and Netix cannot and does not guarantee the absolute security of Client data.

Third-Party Breaches.Netix shall not be liable for any unauthorized access, breach, or loss of Client data caused by third parties, including but not limited to hosting providers, cloud service providers, internet service providers, or malicious actors, except to the extent such breach was directly caused by Netix's gross negligence or willful misconduct.

Client Data Backups. Client is solely responsible for maintaining its own independent backups of all data, systems, and materials. Netix shall not be liable for any loss of data, and Client acknowledges that it should not rely on Netix as its sole repository for any critical data or materials.

Data Processing. To the extent Netix processes any personal data on behalf of Client, the parties shall enter into a separate data processing agreement that complies with applicable data protection laws.

23. Professional Advice Disclaimer

The Services provided by Netix are advisory and consulting in nature. Netix does not provide legal, financial, accounting, tax, regulatory, or compliance advice. Any recommendations, analyses, or opinions provided by Netix are based on Netix's professional experience and judgment and should not be construed as, or used as a substitute for, advice from licensed professionals in the relevant field.

Client is solely responsible for making its own independent assessment of the Services and deliverables and for engaging qualified legal, financial, tax, and other professional advisors as needed. Netix shall not be liable for any decisions made or actions taken by Client based on the Services, deliverables, or any recommendations provided by Netix.

24. Technology & Software Disclaimer

Client acknowledges that all software, applications, and technology solutions are inherently complex and may contain defects, errors, or bugs. Netix does not warrant or guarantee that any software or technology deliverable will be free of defects, errors, or bugs, or that it will operate without interruption or meet all of Client's requirements.

Client is solely responsible for testing all deliverables in its own environment prior to deployment to production or live systems. Netix shall not be liable for any damages, losses, or disruptions arising from Client's failure to adequately test deliverables or from Client's deployment of deliverables in an environment or configuration not approved or recommended by Netix.

Netix shall not be responsible for the compatibility of deliverables with Client's existing systems, software, or hardware unless such compatibility was expressly specified in the applicable SOW. Client acknowledges that technology evolves rapidly and that deliverables may require updates, patches, or modifications over time, which may be subject to additional fees.

25. Compliance with Laws

Client shall ensure that its use of the Services and all deliverables complies with all applicable federal, state, local, and international laws, regulations, rules, and orders, including but not limited to those relating to data privacy, data protection, export control, anti-corruption, anti-money laundering, sanctions, and industry-specific regulations.

Netix shall not be liable for any fines, penalties, or damages arising from Client's failure to comply with applicable laws in connection with its use of the Services or deliverables. Client shall indemnify Netix against any claims arising from Client's non-compliance with applicable laws.

26. Government Contracts

If Client is a government entity or if the Services are provided in connection with a government contract or subcontract, the following provisions shall apply to the extent required by applicable law and regulation:

Federal Acquisition Regulation (FAR). If applicable, the relevant provisions of the Federal Acquisition Regulation (FAR), including FAR 52.227-14 (Rights in Data), FAR 52.227-19 (Commercial Computer Software License), and other applicable clauses, are incorporated herein by reference to the extent required by law.

Defense Federal Acquisition Regulation Supplement (DFARS). If applicable, the relevant provisions of the Defense Federal Acquisition Regulation Supplement (DFARS), including DFARS 252.227-7014 (Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation) and DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting), are incorporated herein by reference to the extent required by law.

Additional Requirements.Client shall notify Netix in writing prior to the commencement of any engagement if the Services are being procured under or in connection with a government contract, and shall identify all applicable government contract clauses, flow-down provisions, and requirements that Netix must comply with. Netix's obligation to comply with any such provisions is contingent upon receiving adequate written notice and agreeing to such provisions in writing.

27. Use of Artificial Intelligence

Client acknowledges and agrees that Netix Solutions, LLC utilizes artificial intelligence ("AI") technologies in the course of its operations and the delivery of Services. AI may be used to process, analyze, summarize, draft, generate, or otherwise assist with phone calls, text messages, emails, voicemails, documents, project deliverables, code, reports, communications, and any other work product or operational tasks undertaken by Netix on behalf of the Client or in connection with the Services.

AI-Generated Errors.Client acknowledges that AI technologies are inherently imperfect and may produce inaccurate, incomplete, misleading, or erroneous outputs, including but not limited to factual errors, misinterpretations, hallucinated content, incorrect calculations, faulty code, or mischaracterizations of information ("AI Errors"). Netix shall not be liable for any damages, losses, claims, costs, or expenses arising from or related to AI Errors, regardless of whether such errors occur in communications, deliverables, recommendations, analysis, or any other output. Client is solely responsible for reviewing, verifying, and validating all work product, communications, and deliverables for accuracy and suitability before relying upon or acting on them.

Third-Party AI Providers.Netix currently utilizes AI models and services provided by third-party providers, including but not limited to Anthropic (Claude), Google DeepMind (Gemini), OpenAI (ChatGPT), xAI (Grok), and other AI providers that Netix may adopt in the future at its sole discretion (collectively, "AI Providers"). Each AI Provider maintains its own terms of service, privacy policy, data handling practices, and data retention policies, which may impact how data provided by or on behalf of Client is processed, stored, transmitted, or retained by such AI Providers.

Client acknowledges and agrees that any information, data, documents, communications, or materials provided by Client to Netix — or generated in the course of the engagement — may be transmitted to, processed by, or stored by one or more AI Providers in accordance with such AI Provider's own policies. Netix shall not be liable for any data handling, data breaches, data retention, data usage, or privacy practices of any AI Provider. Client is encouraged to review the privacy policies and terms of service of the AI Providers listed above, as well as any additional AI Providers that Netix may adopt.

No Guarantee of Confidentiality with AI Processing.While Netix takes reasonable measures to protect Client information, Client acknowledges that data processed through third-party AI systems may be subject to the data practices of those AI Providers, which are beyond Netix's control. If Client has specific data sensitivity requirements or restrictions that prohibit the use of third-party AI processing, Client must notify Netix in writing prior to the commencement of the engagement, and Netix may, at its sole discretion, agree to modified terms or decline the engagement.

Consent.By engaging Netix Solutions, LLC for any Services, Client expressly consents to the use of AI technologies — including third-party AI Provider services — in the processing of Client's data, communications, and project materials. This consent extends to all current and future AI Providers that Netix may utilize.

28. CJIS Compliance & Criminal Justice Information

If a Statement of Work ("SOW") or engagement agreement between Netix Solutions, LLC and Client expressly states that the engagement is subject to Criminal Justice Information Services ("CJIS") compliance requirements, then Netix acknowledges and agrees that all Criminal Justice Information ("CJI") — as defined by the FBI CJIS Security Policy — handled, processed, stored, or transmitted in connection with such engagement shall be treated in strict accordance with the CJIS Security Policy and all applicable federal, state, and local laws and regulations governing CJI.

Exemption from AI Processing and General Disclaimers. Where an SOW designates an engagement as CJIS-compliant, the following provisions of these Terms shall not apply to any CJI or data classified as criminal justice information under the CJIS Security Policy:

• Section 27 (Use of Artificial Intelligence) — CJI shall not be processed by third-party AI providers unless such processing is expressly authorized in the SOW and complies with the CJIS Security Policy. No CJI shall be transmitted to, processed by, or stored by any third-party AI Provider without explicit written authorization and CJIS-compliant safeguards.
• Privacy Policy — Section 9 (Artificial Intelligence & Third-Party AI Providers) — The general consent to AI processing of client data described in the Privacy Policy does not extend to CJI. CJI is exempt from general AI data processing disclosures and will be handled exclusively in accordance with the CJIS Security Policy.
• Section 22 (Data Handling & Security) — The general disclaimers regarding data security liability do not apply to CJI. Netix accepts the data handling and security obligations set forth in the CJIS Security Policy for all CJI within the scope of a CJIS-compliant engagement.

CJIS Security Addendum. For any engagement designated as CJIS-compliant, Netix and Client shall execute a CJIS Security Addendum that incorporates the requirements of the FBI CJIS Security Policy, including but not limited to: personnel security screening, security awareness training, access controls, encryption standards (FIPS 140-2 or successor), audit logging, incident response procedures, and physical security requirements. The terms of the CJIS Security Addendum shall take precedence over any conflicting provisions of these Terms with respect to CJI.

Personnel Requirements. All Netix personnel who access, handle, or process CJI in connection with a CJIS-compliant engagement shall undergo fingerprint-based background checks and CJIS security awareness training as required by the CJIS Security Policy. Netix shall maintain records of such compliance and make them available to Client upon request.

Breach Notification.In the event of any actual or suspected security incident involving CJI, Netix shall notify Client and the appropriate CJIS Systems Agency ("CSA") within the timeframes required by the CJIS Security Policy, and shall cooperate fully with any investigation or remediation efforts.

Applicability. This section applies solely to engagements where CJIS compliance is expressly designated in the SOW. For all other engagements, the general terms of these Terms of Service — including the AI processing provisions, privacy policy, and data handling disclaimers — shall apply in full.