These Terms of Use (“Terms”) govern your access to and use of FieldCamp’s services (“Services”), provided by FieldCamp (“We,” “Us,” “Our”). By accessing or using the Services:
1.1 You agree to comply with these Terms and confirm that you have read and accepted our Privacy Policy (“Privacy Policy”).
1.2 You affirm that you are at least 18 years old and have the legal capacity to enter into this agreement.
1.3 If you are acting on behalf of an entity, company, or organization, you warrant that you are authorized to bind them to these Term
If you do not agree to these Terms, you must immediately discontinue your use of the Services.
For the purpose of these Terms, the terms “You” or “Your” refer to the subscriber. The parties, individually referred to as a “Party” and collectively as the “Parties,” agree as follows:
1. YOUR RIGHTS
1.1 Subject to your adherence to these Terms and during the subscription period (“Subscription Term”), you are granted a limited, non-exclusive, and revocable right to access and use the Services solely for your internal business purposes, in line with the subscription plan specified on our website or outlined in an Order Form.
2. YOUR RESPONSIBILITIES
2.1 Your Account:
2.1.1 Your access and use of the Services are limited to the number of users stated in your Order Form, if applicable.
2.1.2 Each user must have unique login credentials, such as a username and password (“User Login”), which must only be used by one individual.
2.2 Acceptable Use:
You agree not to:
2.2.1 License, sublicense, sell, rent, transfer, assign, or commercially exploit the Services, except as expressly permitted under these Terms.
2.2.2 Alter, hack, or attempt unauthorized access to the Services or associated networks.
2.2.3 Use the Services to store or process sensitive personal information.
2.2.4 Store or transmit Customer Data in violation of laws, including those governing privacy, export controls, or intellectual property rights.
2.2.5 Upload or store content that infringes intellectual property rights or is unlawful, abusive, or discriminatory.
2.2.6 Introduce viruses, malware, or other harmful elements to the Services.
2.2.7 Use automated tools to scrape or extract data from the Services.
2.3 Representation and Warranty:
You represent that you possess the rights to transmit Customer Data to us and that doing so does not violate any applicable laws or proprietary rights.
3. SERVICES
3.1 Trial Period:
You may request a demo or trial account for the Services, which will be provided for a limited period (“Trial Period”) and is subject to these Terms. We reserve the right to terminate your trial access at any time without notice or liability.
3.2 Updates:
Enhancements, new features, or updates to the Services (“Updates”) will also be governed by these Terms. We may deploy such updates at our sole discretion.
3.3 Downtime:
The Services may be temporarily unavailable due to scheduled maintenance, and we will make reasonable efforts to notify you in advance.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Ownership:
Except for the limited rights granted to you, all intellectual property rights in the Services, including patents, copyrights, trademarks, and trade secrets, remain exclusively owned by us.
4.2 Customer Data:
You retain ownership of any data you provide to us (“Customer Data”). We do not claim ownership but may use your feedback to enhance our Services.
4.3 Reserved Rights:
All rights not explicitly granted to you in these Terms are reserved by us.
5. THIRD-PARTY SERVICES
5.1 Your use of third-party services integrated with our Services is subject to the terms and conditions of those third parties.
5.2 We are not liable for issues arising from your use of third-party services or their handling of your data.
6. CHARGES AND PAYMENT
6.1 Subscription Charges:
Charges for the Services are determined based on the subscription plan chosen by you (“Subscription Charges”), as detailed on our website or in an Order Form. These charges must be paid in advance.
6.2 Payment Terms:
You authorize us or our payment agents to charge you upon subscription or renewal. Payments are due within thirty (30) days of the invoice date unless stated otherwise in the Order Form.
6.3 Refund Policy:
Unless specified in an Order Form, Subscription Charges are non-refundable. No refunds will be provided for partial or unused access to the Services.
6.4 Late Payments:
6.4.1 If payment is not received by the due date, we will notify you.
6.4.2 You must remit payment within ten (10) days of the notice.
6.4.3 Failure to pay may result in:
(a) A late fee of 1.5% per month,
(b) Suspension of Services, and/or
(c) Termination of your account.
6.5 Taxes:
Subscription Charges do not include applicable taxes. You are responsible for paying any taxes assessed by local, state, or federal authorities.
7. TERM, TERMINATION, AND SUSPENSION
7.1 Term:
The subscription term for the Services will be defined on our website or specified in the applicable Order Form.
7.2 Termination by You:
You may terminate one or more of your accounts if we materially breach these Terms, provided you give us written notice of the breach and allow at least thirty (30) days for us to address and resolve the issue. In the event of such termination, we will provide a pro-rata refund of any prepaid Subscription Charges for the remainder of your subscription term.
7.3 Suspension or Termination by Us:
7.3.1 In addition to suspension for non-payment or late payment of Subscription Charges, we may suspend your account or access to the Services if you violate these Terms.
7.3.2 If we determine that your activities breach these Terms, we will notify you and, at our sole discretion, provide you with a fifteen (15) day period (“Cure Period”) to address or stop the offending activities.
7.3.3 If you fail to resolve the issue within the Cure Period or if the violation is deemed irreparable, your account will be terminated.
7.3.4 We reserve the right to terminate your trial access in accordance with Clause 3.1. Additionally, we may terminate your account at any time with written notice for business-related reasons, including the discontinuation of the Services.
7.4 Termination for Insolvency:
Either party may terminate these Terms with written notice if the other party becomes insolvent, assigns assets for the benefit of creditors, faces bankruptcy proceedings (except involuntary bankruptcies dismissed within 60 days), or has a receiver or trustee appointed over its assets.
7.5 Effect of Termination:
Upon termination of your account, whether initiated by you or us, your access to the Services will cease. We will retain your Customer Data for a designated retention period of [●] days (“Data Retention Period”) after termination. Beyond this period, we reserve the right to delete all retained Customer Data.
8. CONFIDENTIALITY, DATA PRIVACY, AND SECURITY
8.1 Confidentiality:
8.1.1 If you are provided with user credentials, including login information or passwords, as part of our security protocols, you must keep them confidential and not share them with third parties.
8.1.2 We reserve the right to disable any user credentials if we reasonably believe you have breached this confidentiality requirement.
8.1.3 We are not responsible for any unauthorized access to your account resulting from your failure to comply with this clause.
8.2 Protection of Confidential Information:
Each party must protect the other’s confidential information with the same level of care it applies to its own sensitive data, ensuring no less than reasonable care. Such information must only be used to fulfill obligations under these Terms and shared with personnel strictly on a need-to-know basis. Any prior non-disclosure agreements related to Customer Data are superseded by this clause.
8.3 Data Security:
8.3.1 We employ appropriate technical and organizational measures to safeguard Customer Data against unauthorized access, loss, or destruction.
8.3.2 In the event of a data breach affecting Customer Data, we will notify you promptly.
8.4 Processing of Customer Data:
8.4.1 Customer Data is processed solely to provide, maintain, or improve the Services, address technical issues, or fulfill support requests as per these Terms and our Privacy Policy.
8.4.2 We act as a data processor on your behalf and process any personal data in accordance with applicable data protection laws.
8.5 Legal Compliance and Disclosures:
8.5.1 We may disclose information related to your account or Customer Data if required to comply with legal obligations or respond to lawful requests.
8.5.2 At our discretion, any suspected illegal, abusive, or fraudulent activity may be reported to law enforcement authorities.
8.6 Data Transfers for EEA Residents:
If you are located in the EEA or Switzerland, you may contact us at support@fieldcamp.ai to establish a data processing agreement for transferring data outside the EEA.
9. DISCLAIMER OF WARRANTIES
9.1 The Services, including all server and network components, are provided “as is” and “as available.” We disclaim all express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.2 We do not guarantee uninterrupted or error-free access to the Services, which rely on internet and telecommunication networks beyond our control.
10. LIMITATION OF LIABILITY
10.1 To the fullest extent allowed by law, neither party will be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, revenue, goodwill, or business opportunities, regardless of the cause or theory of liability.
10.2 Our aggregate liability for any claims related to the Services will not exceed the amount of Subscription Charges paid by you for the Services during the twelve (12) months preceding the incident.
10.3 In jurisdictions where limitations on liability are not permitted, our liability will be restricted to the maximum extent allowed by law.
10.4 For Services offered during a trial period, all liabilities are expressly disclaimed to the maximum extent permissible by law.
11. INDEMNIFICATION
11.1 Indemnification by You:
You agree to indemnify and hold us, along with our employees, officers, directors, and agents, harmless from and against any claims brought by third parties arising from your actions or omissions in relation to Clause 2 of these Terms. This indemnification is subject to the following conditions:
(a) We must promptly notify you of any such claim or threat of claim.
(b) You will maintain exclusive control and authority over the defense and settlement of the claim, including the selection of legal representation.
(c) We will fully cooperate with you in your defense efforts.
12. MISCELLANEOUS
12.1 Assignment:
You may not assign or transfer these Terms or your rights and obligations under them without our prior written consent. However, we may assign or transfer our rights and obligations without requiring your consent. These Terms will bind and benefit both parties and their respective successors and permitted assigns.
12.2 Amendment:
We reserve the right to amend these Terms from time to time, with any new version replacing prior versions. You will be notified at least ten (10) days in advance of such changes taking effect. Your continued use of the Services after the effective date will signify your acceptance of the updated Terms.
12.3 Severability and Waiver:
If a court of competent jurisdiction finds any provision of these Terms to be unenforceable, the provision will be modified to achieve its intended purpose to the fullest extent permitted by law, while the remaining provisions will remain valid. Our decision not to enforce a right or provision under these Terms does not constitute a waiver of that right or provision.
12.4 Relationship of the Parties:
The parties are independent contractors. These Terms do not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
12.5 Survival:
Provisions that by their nature should survive termination of these Terms will remain in effect, including but not limited to Clauses 4 (Intellectual Property Rights), 6 (Charges and Payment), 7 (Term, Suspension, and Termination), 8 (Confidentiality, Data Privacy, and Security), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Miscellaneous), and 13 (Definitions). Termination of these Terms does not release either party from obligations incurred before termination or from breaches of these Terms.
12.6 Notices and Consent to Electronic Communication:
We may deliver notices under these Terms either:
(a) In writing via a nationally recognized courier service or to your registered mailing address.
(b) By email to the address associated with your account.
Our contact address for notices is:
FieldCamp
2 County Road Blvd, Suite 400, Office Number 429,
Brampton, L6W 3W8, Ontario, Canada
Email: support@fieldcamp.ai
Notices are deemed effective immediately upon email delivery or two (2) business days after being sent via courier or postal service.
12.7 Publicity Rights:
You grant us a royalty-free, worldwide, and transferable license to use your trademark or logo for identifying you as our customer on our website, marketing materials, and case studies.
12.8 Governing Law and Dispute Resolution:
These Terms are governed by the laws of Canada, without reference to conflict-of-law principles. Disputes arising from these Terms will be resolved through arbitration administered by the ADR Institute of Canada under its arbitration rules. Arbitration will occur in Brampton, Ontario, Canada, with proceedings conducted in English. The arbitrator’s decision will be binding and enforceable in courts with proper jurisdiction.
12.9 Entire Agreement:
These Terms, along with any Order Forms, represent the entire agreement between you and us. In case of conflict, these Terms take precedence over Order Forms, and the latest Order Form supersedes prior ones.
12.10 Force Majeure:
We will not be held liable for any failure or delay in providing the Services due to causes beyond our reasonable control, including but not limited to natural disasters, government actions, acts of terrorism, civil unrest, technical failures, or third-party actions like distributed denial-of-service (DDoS) attacks.
13. DEFINITIONS
13.1 Account: Refers to the accounts or instances created by or for you to access and use the Services.
13.2 API: Refers to application programming interfaces developed or licensed to us, allowing access to specific functionalities of the Services.
13.3 Confidential Information: Refers to any information disclosed by one party to the other that is marked confidential or is reasonably understood to be confidential based on its nature. Customer Data is deemed Confidential Information.
13.4 Customer Data: Refers to electronic data, personal information, or other materials submitted by you through your account for use with the Services.
13.5 Documentation: Refers to written or electronic material describing the functionalities of the Services, provided by us to you or your users.
13.6 End User: Refers to any person or entity other than you or your users who interacts with you via the Services.
13.7 FieldCamp Application: Refers to the proprietary cloud-based application enabling businesses to automate, track, and manage their field operations.
13.8 Order Form: Refers to the agreement specifying Services subscribed to, along with applicable features, functionalities, and subscription periods.
13.9 Personal Data: Refers to information identifying or relating to a specific individual.
13.10 Processing: Refers to operations performed on Personal Data, including collection, storage, use, or deletion.
13.11 Sensitive Personal Information: Refers to data about racial or ethnic origin, political opinions, religious beliefs, health, or sexual orientation, as well as criminal convictions, as defined under data protection laws.
13.12 Service(s): Refers to the FieldCamp Application and related services offered by us, including APIs and Documentation.
13.13 Subscription Term: Refers to the period during which you are subscribed to the Services.
13.14 Third-party Services: Refers to external applications or services integrated with the Services.
13.15 User: Refers to designated users within the Services, such as administrators or agents.
13.16 Website(s): Refers to websites operated by us, including fieldcamp.com.
14. SUPPLEMENTAL TERMS
14.1 Use of FieldCamp Application:
(a) Clause 6 (Charges and Payment) does not apply to your access to the FieldCamp Application.
(b) You acknowledge we are not obligated to provide support for your use of the FieldCamp Application.
(c) Clause 7.2 (Termination by You) is modified to allow you to terminate one or more accounts at any time with written notice.