Terms & Conditions

General Terms & Conditions for Services

Updated: May 31, 2024

Applicability. These General Terms and Conditions for Services (“Terms”) are the only terms and conditions that govern the provision of Services (defined below) by either Ground Penetrating Radar Systems, LLC or TruePoint Laser Scanning, LLC, as applicable (“Company”) to the customer (“Customer”) identified in the accompanying order confirmation or quotation (collectively, “Order Confirmation”) that is generated in response to Customer’s request for Services (an “Offer”).  Both the Order Confirmation and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether conveyed in writing, electronically, orally, or otherwise.  In the event of any conflict between these Terms and the Order Confirmation, these Terms shall prevail. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. The provision of the Services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. In the absence of a written agreement or a signed proposal, the Customer's receipt of services from the Company is deemed as the Customer's acceptance of these terms.

Services. Company shall provide the Services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms. Company may use some or all of the equipment identified on Exhibit A in performing the Services (the “Equipment”). Customer acknowledges and agrees that the Services are subject to the limitation of the Equipment as described in Exhibit A and Customer is solely responsible for making any determinations to drill, excavate, or perform any other destructive processes. Customer acknowledges that (a) any maps or CAD drawings provided by Company in connection with the Services are not survey quality; (b) the Services do not include any investigation, analysis, or interpretation of soil composition, soil conditions, or geophysical, geological, engineering, or land surveying information; and (c) Company, in performing the Services, only reports retrieved data and does not provide any geophysical, geological, engineering, or land surveying services. Company shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only. Company makes no warranty or representation that it will locate all items. 

Customer’s Obligations.  

a) cooperate with Company in all matters relating to the Services;

b) respond promptly to any Company request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Company to perform the Services;

c) provide such customer materials or information as Company may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects;

d) prepare Customer’s premises or any other location where the Services are to be performed for scanning, including, but not limited to, clearly identifying the areas to be scanned, securing access to such areas being scanned, and keeping such areas clear and free of obstructions;

e) ensure that working conditions on Customer’s premises or any other location where the Services are to be performed are safe;

f) de-energize utilities and provide known utility locations when and where possible;

g) provide layout for areas to be drilled, sawcut, broken-out, excavated, or scanned;

h) provide safety rails, covers, platforms, and other safety equipment and materials; and 

i) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

4. Customer’s Acts or Omissions.  If Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Fees and Expenses.  In consideration of the provision of the Services by Company and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation. Customer agrees to reimburse Company for all reasonable travel and out-of-pocket expenses incurred by Company in connection with the performance of the Services. Payment terms are Net 30; customer shall pay all invoiced amounts due to Company within thirty (30) calendar days from the date of invoice, unless otherwise agreed upon in writing by both parties in a separate agreement. In the event payments are not received by Company after becoming due, Company may: (a) 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 (b) suspend performance for all Services until payment has been made in full. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. In instances where our scanning and locating services do not identify any items or anomalies, it is important to understand that the process of verifying an area to be free and clear constitutes a valuable service. As such, the customer's obligation to make payment remains, in recognition of the effort and resources expended by the company to ensure the area has been thoroughly examined and confirmed to be without concern.

6. Intellectual Property; Use of Information.  

a) All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, proprietary code and software, methods, ideas, concepts, expertise, function and technical architectures, techniques and skills, regardless of whether or not such are patentable, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Company. Customer hereby assigns to Company, without any additional consideration, any and all intellectual property rights that Customer may have as a result of the Services and will provide its reasonable cooperation, at Company’s expense, to execute any instrument or documentation that may be necessary to effectuate Company’s rights over such intellectual property rights.  To the extent that any such assignment cannot be effectuated, then Customer hereby grants Company an exclusive, perpetual, royalty-free, sub-licensable, freely assignable, transferrable license to use, reproduce, make, exploit, improve, and sell such intellectual property.  

b) Subject to Customer’s full payment of the Services, Company hereby grants Customer a license to use all Intellectual Property Rights incorporated within any Deliverables, free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services for Customer’s internal business purposes. The license granted for Deliverables hereunder does not permit Customer to commercialize, monetize or sell the Deliverables and does not apply to any third party components, products, or services.  

 c) Notwithstanding any other provision in this Agreement, Company may use any Deliverable or other information it obtains in the performance of the Services for any purpose, including, but not limited to, developing, providing, operating, marketing, maintaining, and improving Company’s products and services.  Company may also use any Deliverable in connection with providing products or services to any other of its customers or business partners; provide, however, that Company will not disclose an Confidential Information of the Customer.  

7. Limited Warranty; Disclaimer of Warranties.   

a) Company represents and warrants to Customer that: (i) it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and, (ii) if applicable, there will be no obstructions (each, an “Obstruction”) in any area of concrete slab in which Company places a “green box” prior to Customer drilling, cutting, or coring through such concrete slab; provided, however, that this limited warranty shall not apply to any Obstructions below such concrete slab.

b) Company shall not be liable for a breach of the warranties set forth in Section 7(a) unless: (i) Customer gives written notice of the defective Services, reasonably described, to Company within three (3) days of the time when Customer discovers or ought to have discovered that the Services were defective; (ii) such breach occurred within sixty (60) days of Company’s performances of the Services to which the breach relates; and (iii) Customer allows Company, at Company’s option and during regular business hours, to inspect Customer’s premises or any other location where the Services to which the breach relates were performed for the purpose of investigating such breach.

c) Subject to Section 7(b), with respect to any Services subject to a claim under the warranty set forth in Section 7(a)(i), Company shall, in its sole discretion, either:  (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate.

d) Subject to Section 7(b), with respect to any Services subject to a claim under the warranty set forth in Section 7(a)(ii), Company shall, in its sole discretion, either:  (i) credit or refund the price of such Services at the pro rata contract rate; and/or (ii) pay any reasonable direct costs that are necessary to repair or replace any damage caused to any Obstruction as a result of Customer’s drilling, cutting, or coring through the concrete slab. 

e) THE REMEDIES SET FORTH IN SECTIONS 7(c) AND 7(d) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 7(a). 

f) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7(a), COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

g) Customer acknowledges and agrees that the limited warranty provided in this Section 7 does not include any third party component, product, or services that may be utilized by Company when performing Services for a Customer.

8. Confidential Information.  

a) Except as otherwise excluded herein, in connection with the provision of the Services, the parties’ acknowledge and agree that either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).  Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its Representatives (defined below); (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information.   

b) Nothing set forth in this Section 8 is intended to preclude the Receiving Party from disclosing any Confidential Information that is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. If the Receiving Party is required by applicable law to disclose any Confidential Information, then the Receiving Party must promptly provide notice to the Disclosing Party of the legal requirement, unless such notice is prohibited by applicable law, and the Receiving Party shall provide its cooperation to the Disclosing Party in any effort by the Disclosing Party to seek a protective order or other injunctive relief against disclosure.  If the Disclosing Party’s efforts to prevent disclosure of the Confidential Information fails, then the Receiving Party shall only disclose that Confidential Information, which on the advice of legal counsel, is required to satisfy the legal requirement.  

c) The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's employees, agents and representatives (collectively, “Representatives”) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section 8 caused by any of its Representatives.  

d) Upon the expiration or termination of the Agreement or at any time during or after the term of this Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section 8 and to secure its enforcement.

9.  Indemnification.  Customer shall, at its sole expense, defend, indemnify, and hold harmless Company, its subsidiaries, affiliates, successors, or assigns and its respective directors, officers, members, managers, and employees (collectively, “Company Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) arising out of or related to: (i) any claim that any data or specifications supplied by Customer and imposed on Company in connection with the provision of the Services or creation of any Deliverables infringes or misappropriates any Intellectual Property Right of a third party; and/or (ii) Customer’s negligence, willful misconduct, or breach of this Agreement.  In no event shall Customer enter into any settlement without Company’s or Company Indemnitees’ prior written consent.

10. Limitation of Liability. 

a) IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF USE, LOSS REVENUE OR PROFIT, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOODWILL, DAMAGE TO REPUTATION, LOSS OF DATA, OR ANY OTHER SIMILAR TYPE OF NON-DIRECT DAMAGES NOT EXPRESSLY PERMITTED HEREUNDER, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES REGARDLESS OF LEGAL THEORY, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b) IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THE APPLICABLE ORDER CONFIRMATION IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.  This Agreement shall commence upon Company’s acceptance of Customer’s Offer and continue until the provision of the Services set forth in the Order Confirmation, has been completed or the Agreement is terminated in accordance with this Section.  In addition to any remedies that may be provided under this Agreement, Company may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: 

a) fails to pay any amount when due under this Agreement;

b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or

c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

12. Limitation on Claims. Customer must notify Company of any claim arising directly or indirectly under this Agreement no later than seventy-two (72) hours after discovery of the existence of such claim, but in any event no later than 60 days after the Services are performed, or Customer waives the right to file any claim, lawsuit, or other action, including any right to any offset of payment for the Services, arising directly or indirectly under this Agreement, including any claim, lawsuit, or other action under any applicable statute of limitations. 

13. Revisions to these Terms. Company reserves the right to revise these Terms at any time. In connection with each revision to these Terms, we will update the Last Modified Date, with previous versions archived and available for review.  It is your responsibility to review the Terms posted on this site to review the most current version. In cases where there is a signed agreement between you and the Company, the terms and conditions in effect at the time the agreement was signed will govern. In the absence of a signed agreement, the terms and conditions posted at the time of the commencement of the project will apply.

14. Force Majeure.  Company shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company, including, without limitation, acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

15. Relationship of the Parties.  The relationship between Customer and Company is that of independent contractors and the parties will represent themselves as such in all respects.  Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or any other type of agency relationship other than that between independent contractors. 

16. 811 and One Call Services for Public and Utility Entities.  Except as otherwise required by applicable law, Company shall have a reasonable amount of time following Company’s physical receipt of a request for utility location and marking Services provided by Customer or Customer’s designated provider to Company for Company to dispatch a representative to locate and mark applicable lines for a requested area.  For emergency utility location and marking services that require Company to render its Services within a specific period of time, unless otherwise required by applicable law, Company will make commercially reasonable efforts to meet the requested time frame, provided, however, that in all instances, the timing for the completion of Services shall commence upon Company’s actual receipt of the given request from Customer or Customer’s designee.  Where no timing is mandated by contract or statute for emergency utility location and marking Services, Company shall use commercially reasonable efforts to dispatch a representative to complete the Services within a reasonable amount of time under the circumstances.  In no event will Company be liable for any delays that are beyond its reasonable control.  
As it pertains to the company’s provision of utility location services in conjunction with 811, One Call Services, and any program where a person is required to call to have utilities marked before digging and to the maximum extent permissible under applicable law, in no event shall company or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for severed utilities, loss of use, business interruption, data or profits, arising out of or in any way connected with the use or performance of company’s utility location services, including any website, or call center associated therewith, or the delay or inability to use the utility location services or any call center, web site or related services, the provision of or failure of company to provide services, or for any information, software, products, and services obtained through the utility location web site, call center or otherwise arising out of the use of the utility location services, web site, or call center whether based on contract, tort, negligence, strict liability or otherwise, even if company or any of its suppliers has been advised of the possibility of damages. Since some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to customer. If customer is dissatisfied with any portion of the utility location services, any associated website, or with any of these terms, customer’s sole and exclusive remedy is to discontinue using the utility location services, website, or call center.

17. Governing Law; Jurisdiction. This Agreement and all matters arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would result in the application of laws other than those of the State of Ohio.  For any dispute, controversy, action, matter of interpretation, or other proceeding arising out of or in relation to this Agreement, the parties irrevocably consent to the exclusive jurisdiction of and venue in the state and federal courts in and for Lucas County, Ohio, U.S.A. and irrevocably waives any claim that the jurisdiction of or venue in such courts is inappropriate or inconvenient.  

18. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

19. Wavier.  No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in a writing and signed by the party against whom enforcement is sought.  No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will be construed as a waiver thereof.  

20. Amendment or Modification. Once an Offer is accepted by Company, this Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is signed by an authorized representative of each party.

21. Assignment.  Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any assignment in violation of this Section shall be null, void, and of no legal effect. 

22. Survival.  The parties agree that Sections 4, 5, 6, 7, 8, 9, 10, 11 through 21, and any other provision that by its nature should apply beyond their terms, shall survive the expiration or termination of this Agreement.  

EXHIBIT A 

1. Underground Scanning GPR Antenna. The antenna frequencies range from 250 MHz-450 MHz is mounted in a stroller frame which rolls over the surface. The surface needs to be reasonably smooth and unobstructed in order to obtain readable scans. Obstructions such as curbs, landscaping, and vegetation will limit the feasibility of GPR. The data is displayed on a screen and marked in the field in real time. The total depth achieved can be as much as 8’ or more with this antenna but can vary widely depending on the types of materials being scanned through. Some soil types such as clay may limit maximum depths to 3’ or less. As depth increases, targets must be larger in order to be detected and non-metallic targets can be especially difficult to locate. Depths provided should always be treated as estimates as their accuracy can be affected by multiple factors. For more information, please visit: Link

2. Concrete Scanning GPR Antenna. The antenna is handheld and rolls over the surface. The antenna needs a reasonably smooth, unobstructed surface for scanning and is not able to scan within 2”-4” of obstructions such as walls and metal tracks unless they are removed prior to our work. The data is displayed on a screen during the scanning and marked on the surface in real time. The total depth achieved can be as much as 18” or more with this antenna but can vary widely depending on the types of materials being scanned through and other factors such as the spacing of the reinforcing. No harmful radiation is emitted and the work can be performed at any time with people in close proximity. For more information, please visit: Link 

3. Electromagnetic Pipe Locator. The EM locator can passively detect the signals from live AC power or radio signals travelling along some conductive utilities. It can also be used in conjunction with a transmitter to connect directly to accessible, metallic pipes, risers, or tracer wires. A current is sent through the pipe or tracer wire at a specific frequency and the resulting signal can then be detected by the receiver. A utility’s ability to be located depends on a variety of factors including access to the utility, conductivity, grounding, interference from other utilities, and many others. Depths provided should always be treated as estimates as their accuracy can be affected by multiple factors. For more information, please visit: Link 

4. PVC Water Line Locator. Water lines can be traced at depths of up to 6.5’ for distances up to 650 yards from the transmitter. Access must be provided to an active water supply. Best results are achieved on larger lines such as mains and fire lines. A pressure wave is sent through the water and the sound can then be traced using a microphone. Depths cannot be provided and horizontal accuracy should be assumed to be no less than +/- 2’ due to the nature of locating sound as opposed to an EM field. Client will assume the liability for damage to pipes or tripping of fire alarms if approval is given to apply this method. For more information, please visit: Link

5. Infrared Camera. The thermal camera can detect changes in temperature as small as <0.1°C with accuracy with 2°C. This is often used for locating radiant heat tubing. The system should be heated near to or after the start of the project in order to have contrast between the temperature of the tubing and the slab. For more information, please visit: Link

6. Traceable Rodder. The rodder has a copper wire encased in fiberglass. The line is pushed through accessible pipes before placing a current on the wire and the signal is then traced from the surface. The maximum traceable depth is 10’ depending on the soil conditions and the maximum distance is 200’. The line can be pushed through a pipe with direct access such as a sewer line at a cleanout or a storm drain catch basin. It may not be able to be pushed through deeper pipes within manholes. Electrical conduits will not be accessed by GPRS. The signal cannot be located through metallic pipes. For more information, please visit: Link

7. GPS. This handheld GPS unit offers accuracy down to 4 inches, however, the accuracy achieved will depend on the satellite environment at the time of collection and should not be considered to be survey-grade. Features can be collected as points, lines, or areas and then exported as a KML/KMZ or overlaid on a CAD drawing. For more information, please visit: Link

8. Video Pipe Camera (2”-8” pipes). This push camera is designed for video pipe inspection and pipe locating. It has a 1”-2” diameter, self-leveling camera head that provides high quality images in pipes 2”-8” in diameter. There is also a 512 Hz sonde behind the camera that can be located from above ground and provide the approximate depth to the pipe for pipes up to approximately 10’ deep. The locatable signal from the sonde will not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a cleanout, drain, etc. or an open pipe within arm’s reach is required for inspection service and locating. When inserted, the camera can be pushed through the pipe to a maximum of 325’ depending on the model being used. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link

9. Video Pipe Camera (1”-4” pipes). This push camera is designed for video pipe inspection and pipe locating. It has a 1" diameter, self-leveling camera head that is used in pipes 1”-4" in diameter. There is a 512 Hz sonde behind the camera that can be located from above ground and provide the approximate depth to the pipe for pipes up to 10' deep. The locatable signal from the sonde does not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a cleanout, drain, etc. or an open pipe within arm's reach is required for inspection service and locating. When inserted, the camera can be pushed through the pipe to a maximum of 100' and past 90° bends in most 2" lines. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link

10. Robotic Crawler Camera. This modular, 6-wheel robotic video pipe inspection camera (crawler) is capable of 0° turns and equipped with varying wheel treads and sizes to adapt to most pipe applications. The crawler is typically used to inspect and locate pipes that are 8" in diameter and greater. The crawler is controlled by an operator at the surface using a remote control that allows for video to be viewed live during collection so observations can be made and noted as the crawler travels through the pipe. This camera is equipped with a 512 Hz sonde behind the camera head that can be located from above ground and provide the approximate depth to the pipe for pipes up to 10' deep. The locatable signal from the sonde does not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a manhole, catch basin, etc. or an open pipe within arm's reach is required for inspection service and locating. When inserted, the camera can be directed through the pipe to a maximum of 1000'. For large diameter pipe applications (24" and above) the crawler can be coupled with the carriage that allows for larger and more rugged wheels to be attached and a lift that raises the camera head up to 18" allowing for the camera to be centered in the pipe for lines up to 36" in diameter. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link 

11. 512 Hz Sonde. The sonde can be connected to the end of the traceable rodder and pushed through an accessible pipe. This sonde transmits a signal at a 512 Hz frequency that can pass through cast-iron pipes or non-metallic pipes and be detected at depths of up to 10’-15’ depending on the conditions. The signal can then be located from the surface using the EM pipe locator. For more information, please visit: Link 

12. Magnetometer. The magnetometer detects the magnetic field of a ferromagnetic object. Larger metallic objects can be located at depths of up to 10’ or more but total depths will depend on the size, type, shape, and orientation of objects along with the amount of interference from other objects. For more information, please visit: Link 

13. Electromagnetic Induction (EMI). An EMI instrument another tool to locate man-made subsurface objects. The EMI is moved over the surface without coming in contact with the surface so it is not affected by the terrain. However, EMI results are affected by surface features including vehicles, reinforced concrete, and buildings and will not be used in the vicinity of above-ground obstructions. Data is displayed on a control unit and can be displayed in a color-coded contour map which can be provided by GPRS for interpretation by the client. For more information, please visit: Link 

14. Split Box. This pipe and cable locator uses a transmitter-receiver pair to locate buried, metallic objects. The transmitter and receiver are attached to opposite ends of a handle and are used to locate objects and identify if they are linear (pipes and cables) or non-linear and isolated (buried manhole covers, buried valves, metallic debris, USTs, etc.). For more information, please visit: Link Pending

15. 3D Camera. The 3D camera is used to create non-survey grade 3D models of its surroundings. Virtual tours can be viewed online and there is functionality for customers to measure, add dimensions and tag features. Floor plans can also be exported and used to create drawings with subsurface findings added. For more information, please visit: Link 

16. 3D Laser Scanner. A 3D laser scanner is a line-of-sight, non-contact, non-destructive digital technology that uses a laser to capture the distance and shape of a physical object by sending out pulses of laser light and receiving back the light that reflects back from the various surfaces. The scanner then takes these measurements and creates a point cloud, or a set of data points in a coordinate system, that represents the size and shape of a three-dimensional object.

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Terms & Conditions

General Terms & Conditions for Services

Updated: May 31, 2024

Applicability. These General Terms and Conditions for Services (“Terms”) are the only terms and conditions that govern the provision of Services (defined below) by either Ground Penetrating Radar Systems, LLC or TruePoint Laser Scanning, LLC, as applicable (“Company”) to the customer (“Customer”) identified in the accompanying order confirmation or quotation (collectively, “Order Confirmation”) that is generated in response to Customer’s request for Services (an “Offer”).  Both the Order Confirmation and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether conveyed in writing, electronically, orally, or otherwise.  In the event of any conflict between these Terms and the Order Confirmation, these Terms shall prevail. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. The provision of the Services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. In the absence of a written agreement or a signed proposal, the Customer's receipt of services from the Company is deemed as the Customer's acceptance of these terms.

Services. Company shall provide the Services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms. Company may use some or all of the equipment identified on Exhibit A in performing the Services (the “Equipment”). Customer acknowledges and agrees that the Services are subject to the limitation of the Equipment as described in Exhibit A and Customer is solely responsible for making any determinations to drill, excavate, or perform any other destructive processes. Customer acknowledges that (a) any maps or CAD drawings provided by Company in connection with the Services are not survey quality; (b) the Services do not include any investigation, analysis, or interpretation of soil composition, soil conditions, or geophysical, geological, engineering, or land surveying information; and (c) Company, in performing the Services, only reports retrieved data and does not provide any geophysical, geological, engineering, or land surveying services. Company shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only. Company makes no warranty or representation that it will locate all items. 

Customer’s Obligations.  

a) cooperate with Company in all matters relating to the Services;

b) respond promptly to any Company request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Company to perform the Services;

c) provide such customer materials or information as Company may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects;

d) prepare Customer’s premises or any other location where the Services are to be performed for scanning, including, but not limited to, clearly identifying the areas to be scanned, securing access to such areas being scanned, and keeping such areas clear and free of obstructions;

e) ensure that working conditions on Customer’s premises or any other location where the Services are to be performed are safe;

f) de-energize utilities and provide known utility locations when and where possible;

g) provide layout for areas to be drilled, sawcut, broken-out, excavated, or scanned;

h) provide safety rails, covers, platforms, and other safety equipment and materials; and 

i) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

4. Customer’s Acts or Omissions.  If Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Fees and Expenses.  In consideration of the provision of the Services by Company and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation. Customer agrees to reimburse Company for all reasonable travel and out-of-pocket expenses incurred by Company in connection with the performance of the Services. Payment terms are Net 30; customer shall pay all invoiced amounts due to Company within thirty (30) calendar days from the date of invoice, unless otherwise agreed upon in writing by both parties in a separate agreement. In the event payments are not received by Company after becoming due, Company may: (a) 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 (b) suspend performance for all Services until payment has been made in full. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. In instances where our scanning and locating services do not identify any items or anomalies, it is important to understand that the process of verifying an area to be free and clear constitutes a valuable service. As such, the customer's obligation to make payment remains, in recognition of the effort and resources expended by the company to ensure the area has been thoroughly examined and confirmed to be without concern.

6. Intellectual Property; Use of Information.  

a) All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, proprietary code and software, methods, ideas, concepts, expertise, function and technical architectures, techniques and skills, regardless of whether or not such are patentable, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Company. Customer hereby assigns to Company, without any additional consideration, any and all intellectual property rights that Customer may have as a result of the Services and will provide its reasonable cooperation, at Company’s expense, to execute any instrument or documentation that may be necessary to effectuate Company’s rights over such intellectual property rights.  To the extent that any such assignment cannot be effectuated, then Customer hereby grants Company an exclusive, perpetual, royalty-free, sub-licensable, freely assignable, transferrable license to use, reproduce, make, exploit, improve, and sell such intellectual property.  

b) Subject to Customer’s full payment of the Services, Company hereby grants Customer a license to use all Intellectual Property Rights incorporated within any Deliverables, free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services for Customer’s internal business purposes. The license granted for Deliverables hereunder does not permit Customer to commercialize, monetize or sell the Deliverables and does not apply to any third party components, products, or services.  

 c) Notwithstanding any other provision in this Agreement, Company may use any Deliverable or other information it obtains in the performance of the Services for any purpose, including, but not limited to, developing, providing, operating, marketing, maintaining, and improving Company’s products and services.  Company may also use any Deliverable in connection with providing products or services to any other of its customers or business partners; provide, however, that Company will not disclose an Confidential Information of the Customer.  

7. Limited Warranty; Disclaimer of Warranties.   

a) Company represents and warrants to Customer that: (i) it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and, (ii) if applicable, there will be no obstructions (each, an “Obstruction”) in any area of concrete slab in which Company places a “green box” prior to Customer drilling, cutting, or coring through such concrete slab; provided, however, that this limited warranty shall not apply to any Obstructions below such concrete slab.

b) Company shall not be liable for a breach of the warranties set forth in Section 7(a) unless: (i) Customer gives written notice of the defective Services, reasonably described, to Company within three (3) days of the time when Customer discovers or ought to have discovered that the Services were defective; (ii) such breach occurred within sixty (60) days of Company’s performances of the Services to which the breach relates; and (iii) Customer allows Company, at Company’s option and during regular business hours, to inspect Customer’s premises or any other location where the Services to which the breach relates were performed for the purpose of investigating such breach.

c) Subject to Section 7(b), with respect to any Services subject to a claim under the warranty set forth in Section 7(a)(i), Company shall, in its sole discretion, either:  (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate.

d) Subject to Section 7(b), with respect to any Services subject to a claim under the warranty set forth in Section 7(a)(ii), Company shall, in its sole discretion, either:  (i) credit or refund the price of such Services at the pro rata contract rate; and/or (ii) pay any reasonable direct costs that are necessary to repair or replace any damage caused to any Obstruction as a result of Customer’s drilling, cutting, or coring through the concrete slab. 

e) THE REMEDIES SET FORTH IN SECTIONS 7(c) AND 7(d) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 7(a). 

f) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7(a), COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

g) Customer acknowledges and agrees that the limited warranty provided in this Section 7 does not include any third party component, product, or services that may be utilized by Company when performing Services for a Customer.

8. Confidential Information.  

a) Except as otherwise excluded herein, in connection with the provision of the Services, the parties’ acknowledge and agree that either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).  Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its Representatives (defined below); (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information.   

b) Nothing set forth in this Section 8 is intended to preclude the Receiving Party from disclosing any Confidential Information that is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. If the Receiving Party is required by applicable law to disclose any Confidential Information, then the Receiving Party must promptly provide notice to the Disclosing Party of the legal requirement, unless such notice is prohibited by applicable law, and the Receiving Party shall provide its cooperation to the Disclosing Party in any effort by the Disclosing Party to seek a protective order or other injunctive relief against disclosure.  If the Disclosing Party’s efforts to prevent disclosure of the Confidential Information fails, then the Receiving Party shall only disclose that Confidential Information, which on the advice of legal counsel, is required to satisfy the legal requirement.  

c) The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's employees, agents and representatives (collectively, “Representatives”) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section 8 caused by any of its Representatives.  

d) Upon the expiration or termination of the Agreement or at any time during or after the term of this Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section 8 and to secure its enforcement.

9.  Indemnification.  Customer shall, at its sole expense, defend, indemnify, and hold harmless Company, its subsidiaries, affiliates, successors, or assigns and its respective directors, officers, members, managers, and employees (collectively, “Company Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) arising out of or related to: (i) any claim that any data or specifications supplied by Customer and imposed on Company in connection with the provision of the Services or creation of any Deliverables infringes or misappropriates any Intellectual Property Right of a third party; and/or (ii) Customer’s negligence, willful misconduct, or breach of this Agreement.  In no event shall Customer enter into any settlement without Company’s or Company Indemnitees’ prior written consent.

10. Limitation of Liability. 

a) IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF USE, LOSS REVENUE OR PROFIT, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOODWILL, DAMAGE TO REPUTATION, LOSS OF DATA, OR ANY OTHER SIMILAR TYPE OF NON-DIRECT DAMAGES NOT EXPRESSLY PERMITTED HEREUNDER, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES REGARDLESS OF LEGAL THEORY, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b) IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THE APPLICABLE ORDER CONFIRMATION IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.  This Agreement shall commence upon Company’s acceptance of Customer’s Offer and continue until the provision of the Services set forth in the Order Confirmation, has been completed or the Agreement is terminated in accordance with this Section.  In addition to any remedies that may be provided under this Agreement, Company may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: 

a) fails to pay any amount when due under this Agreement;

b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or

c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

12. Limitation on Claims. Customer must notify Company of any claim arising directly or indirectly under this Agreement no later than seventy-two (72) hours after discovery of the existence of such claim, but in any event no later than 60 days after the Services are performed, or Customer waives the right to file any claim, lawsuit, or other action, including any right to any offset of payment for the Services, arising directly or indirectly under this Agreement, including any claim, lawsuit, or other action under any applicable statute of limitations. 

13. Revisions to these Terms. Company reserves the right to revise these Terms at any time. In connection with each revision to these Terms, we will update the Last Modified Date, with previous versions archived and available for review.  It is your responsibility to review the Terms posted on this site to review the most current version. In cases where there is a signed agreement between you and the Company, the terms and conditions in effect at the time the agreement was signed will govern. In the absence of a signed agreement, the terms and conditions posted at the time of the commencement of the project will apply.

14. Force Majeure.  Company shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company, including, without limitation, acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

15. Relationship of the Parties.  The relationship between Customer and Company is that of independent contractors and the parties will represent themselves as such in all respects.  Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or any other type of agency relationship other than that between independent contractors. 

16. 811 and One Call Services for Public and Utility Entities.  Except as otherwise required by applicable law, Company shall have a reasonable amount of time following Company’s physical receipt of a request for utility location and marking Services provided by Customer or Customer’s designated provider to Company for Company to dispatch a representative to locate and mark applicable lines for a requested area.  For emergency utility location and marking services that require Company to render its Services within a specific period of time, unless otherwise required by applicable law, Company will make commercially reasonable efforts to meet the requested time frame, provided, however, that in all instances, the timing for the completion of Services shall commence upon Company’s actual receipt of the given request from Customer or Customer’s designee.  Where no timing is mandated by contract or statute for emergency utility location and marking Services, Company shall use commercially reasonable efforts to dispatch a representative to complete the Services within a reasonable amount of time under the circumstances.  In no event will Company be liable for any delays that are beyond its reasonable control.  
As it pertains to the company’s provision of utility location services in conjunction with 811, One Call Services, and any program where a person is required to call to have utilities marked before digging and to the maximum extent permissible under applicable law, in no event shall company or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for severed utilities, loss of use, business interruption, data or profits, arising out of or in any way connected with the use or performance of company’s utility location services, including any website, or call center associated therewith, or the delay or inability to use the utility location services or any call center, web site or related services, the provision of or failure of company to provide services, or for any information, software, products, and services obtained through the utility location web site, call center or otherwise arising out of the use of the utility location services, web site, or call center whether based on contract, tort, negligence, strict liability or otherwise, even if company or any of its suppliers has been advised of the possibility of damages. Since some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to customer. If customer is dissatisfied with any portion of the utility location services, any associated website, or with any of these terms, customer’s sole and exclusive remedy is to discontinue using the utility location services, website, or call center.

17. Governing Law; Jurisdiction. This Agreement and all matters arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would result in the application of laws other than those of the State of Ohio.  For any dispute, controversy, action, matter of interpretation, or other proceeding arising out of or in relation to this Agreement, the parties irrevocably consent to the exclusive jurisdiction of and venue in the state and federal courts in and for Lucas County, Ohio, U.S.A. and irrevocably waives any claim that the jurisdiction of or venue in such courts is inappropriate or inconvenient.  

18. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

19. Wavier.  No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in a writing and signed by the party against whom enforcement is sought.  No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will be construed as a waiver thereof.  

20. Amendment or Modification. Once an Offer is accepted by Company, this Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is signed by an authorized representative of each party.

21. Assignment.  Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any assignment in violation of this Section shall be null, void, and of no legal effect. 

22. Survival.  The parties agree that Sections 4, 5, 6, 7, 8, 9, 10, 11 through 21, and any other provision that by its nature should apply beyond their terms, shall survive the expiration or termination of this Agreement.  

EXHIBIT A 

1. Underground Scanning GPR Antenna. The antenna frequencies range from 250 MHz-450 MHz is mounted in a stroller frame which rolls over the surface. The surface needs to be reasonably smooth and unobstructed in order to obtain readable scans. Obstructions such as curbs, landscaping, and vegetation will limit the feasibility of GPR. The data is displayed on a screen and marked in the field in real time. The total depth achieved can be as much as 8’ or more with this antenna but can vary widely depending on the types of materials being scanned through. Some soil types such as clay may limit maximum depths to 3’ or less. As depth increases, targets must be larger in order to be detected and non-metallic targets can be especially difficult to locate. Depths provided should always be treated as estimates as their accuracy can be affected by multiple factors. For more information, please visit: Link

2. Concrete Scanning GPR Antenna. The antenna is handheld and rolls over the surface. The antenna needs a reasonably smooth, unobstructed surface for scanning and is not able to scan within 2”-4” of obstructions such as walls and metal tracks unless they are removed prior to our work. The data is displayed on a screen during the scanning and marked on the surface in real time. The total depth achieved can be as much as 18” or more with this antenna but can vary widely depending on the types of materials being scanned through and other factors such as the spacing of the reinforcing. No harmful radiation is emitted and the work can be performed at any time with people in close proximity. For more information, please visit: Link 

3. Electromagnetic Pipe Locator. The EM locator can passively detect the signals from live AC power or radio signals travelling along some conductive utilities. It can also be used in conjunction with a transmitter to connect directly to accessible, metallic pipes, risers, or tracer wires. A current is sent through the pipe or tracer wire at a specific frequency and the resulting signal can then be detected by the receiver. A utility’s ability to be located depends on a variety of factors including access to the utility, conductivity, grounding, interference from other utilities, and many others. Depths provided should always be treated as estimates as their accuracy can be affected by multiple factors. For more information, please visit: Link 

4. PVC Water Line Locator. Water lines can be traced at depths of up to 6.5’ for distances up to 650 yards from the transmitter. Access must be provided to an active water supply. Best results are achieved on larger lines such as mains and fire lines. A pressure wave is sent through the water and the sound can then be traced using a microphone. Depths cannot be provided and horizontal accuracy should be assumed to be no less than +/- 2’ due to the nature of locating sound as opposed to an EM field. Client will assume the liability for damage to pipes or tripping of fire alarms if approval is given to apply this method. For more information, please visit: Link

5. Infrared Camera. The thermal camera can detect changes in temperature as small as <0.1°C with accuracy with 2°C. This is often used for locating radiant heat tubing. The system should be heated near to or after the start of the project in order to have contrast between the temperature of the tubing and the slab. For more information, please visit: Link

6. Traceable Rodder. The rodder has a copper wire encased in fiberglass. The line is pushed through accessible pipes before placing a current on the wire and the signal is then traced from the surface. The maximum traceable depth is 10’ depending on the soil conditions and the maximum distance is 200’. The line can be pushed through a pipe with direct access such as a sewer line at a cleanout or a storm drain catch basin. It may not be able to be pushed through deeper pipes within manholes. Electrical conduits will not be accessed by GPRS. The signal cannot be located through metallic pipes. For more information, please visit: Link

7. GPS. This handheld GPS unit offers accuracy down to 4 inches, however, the accuracy achieved will depend on the satellite environment at the time of collection and should not be considered to be survey-grade. Features can be collected as points, lines, or areas and then exported as a KML/KMZ or overlaid on a CAD drawing. For more information, please visit: Link

8. Video Pipe Camera (2”-8” pipes). This push camera is designed for video pipe inspection and pipe locating. It has a 1”-2” diameter, self-leveling camera head that provides high quality images in pipes 2”-8” in diameter. There is also a 512 Hz sonde behind the camera that can be located from above ground and provide the approximate depth to the pipe for pipes up to approximately 10’ deep. The locatable signal from the sonde will not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a cleanout, drain, etc. or an open pipe within arm’s reach is required for inspection service and locating. When inserted, the camera can be pushed through the pipe to a maximum of 325’ depending on the model being used. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link

9. Video Pipe Camera (1”-4” pipes). This push camera is designed for video pipe inspection and pipe locating. It has a 1" diameter, self-leveling camera head that is used in pipes 1”-4" in diameter. There is a 512 Hz sonde behind the camera that can be located from above ground and provide the approximate depth to the pipe for pipes up to 10' deep. The locatable signal from the sonde does not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a cleanout, drain, etc. or an open pipe within arm's reach is required for inspection service and locating. When inserted, the camera can be pushed through the pipe to a maximum of 100' and past 90° bends in most 2" lines. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link

10. Robotic Crawler Camera. This modular, 6-wheel robotic video pipe inspection camera (crawler) is capable of 0° turns and equipped with varying wheel treads and sizes to adapt to most pipe applications. The crawler is typically used to inspect and locate pipes that are 8" in diameter and greater. The crawler is controlled by an operator at the surface using a remote control that allows for video to be viewed live during collection so observations can be made and noted as the crawler travels through the pipe. This camera is equipped with a 512 Hz sonde behind the camera head that can be located from above ground and provide the approximate depth to the pipe for pipes up to 10' deep. The locatable signal from the sonde does not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a manhole, catch basin, etc. or an open pipe within arm's reach is required for inspection service and locating. When inserted, the camera can be directed through the pipe to a maximum of 1000'. For large diameter pipe applications (24" and above) the crawler can be coupled with the carriage that allows for larger and more rugged wheels to be attached and a lift that raises the camera head up to 18" allowing for the camera to be centered in the pipe for lines up to 36" in diameter. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link 

11. 512 Hz Sonde. The sonde can be connected to the end of the traceable rodder and pushed through an accessible pipe. This sonde transmits a signal at a 512 Hz frequency that can pass through cast-iron pipes or non-metallic pipes and be detected at depths of up to 10’-15’ depending on the conditions. The signal can then be located from the surface using the EM pipe locator. For more information, please visit: Link 

12. Magnetometer. The magnetometer detects the magnetic field of a ferromagnetic object. Larger metallic objects can be located at depths of up to 10’ or more but total depths will depend on the size, type, shape, and orientation of objects along with the amount of interference from other objects. For more information, please visit: Link 

13. Electromagnetic Induction (EMI). An EMI instrument another tool to locate man-made subsurface objects. The EMI is moved over the surface without coming in contact with the surface so it is not affected by the terrain. However, EMI results are affected by surface features including vehicles, reinforced concrete, and buildings and will not be used in the vicinity of above-ground obstructions. Data is displayed on a control unit and can be displayed in a color-coded contour map which can be provided by GPRS for interpretation by the client. For more information, please visit: Link 

14. Split Box. This pipe and cable locator uses a transmitter-receiver pair to locate buried, metallic objects. The transmitter and receiver are attached to opposite ends of a handle and are used to locate objects and identify if they are linear (pipes and cables) or non-linear and isolated (buried manhole covers, buried valves, metallic debris, USTs, etc.). For more information, please visit: Link Pending

15. 3D Camera. The 3D camera is used to create non-survey grade 3D models of its surroundings. Virtual tours can be viewed online and there is functionality for customers to measure, add dimensions and tag features. Floor plans can also be exported and used to create drawings with subsurface findings added. For more information, please visit: Link 

16. 3D Laser Scanner. A 3D laser scanner is a line-of-sight, non-contact, non-destructive digital technology that uses a laser to capture the distance and shape of a physical object by sending out pulses of laser light and receiving back the light that reflects back from the various surfaces. The scanner then takes these measurements and creates a point cloud, or a set of data points in a coordinate system, that represents the size and shape of a three-dimensional object.

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