Last updated October 16th 2024
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY
The Subscriber Terms of Service apply to new subscriptions (or renewals of existing subscriptions) effective on or after 2024-10-01. If you are an existing customer and previously executed a version of FieldHub’s Subscription Service Agreement before 2024-11-01, these Subscriber Terms of Service will not apply to you.
Our Subscriber Terms of Service (“Agreement”) are between FieldHub Inc. (“FieldHub,” “Company,” “we,” or “us”) and the organization, entity, or person identified as the Customer in the applicable Work Order referencing this “Subscriber Terms of Service” Together with Work Order is the complete agreement of the parties (the “Agreement”) and is effective as of the date the parties enter into an agreement incorporating these terms (the “Effective Date”).
1.1. “Add-Ons”: Additional product features that are available depending on the active Subscription Tier, as listed on the Company’s Products and Pricing sheet or on the Work Order.
1.2. “Aggregated Statistics”: Data and information related to Customer’s use of the Subscription Services, used by the Company in an aggregate and anonymized manner to compile statistical and performance information for the provision and operation of the Subscription Services.
1.3. “Authorized User”: Any individual authorized by the Customer to use the Service under the Customer’s account, including employees, consultants, contractors, grantees, partners, or agents for whom access to the Subscription Services has been purchased.
1.4. “Company IP”: The Subscription Services, Documentation, and all intellectual property provided to the Customer or any Authorized User in connection with the foregoing, including Aggregated Statistics and any information, data, or content derived from the Company’s monitoring of the Customer’s access to or use of the Subscription Services, excluding Customer Data.
1.5. “Customer Data”: Information, data, and other content, in any form or medium, submitted, posted, or otherwise transmitted using the Subscription Service or stored in the Subscription Service, excluding Aggregated Statistics, by the Customer or an Authorized User.
1.6. “Documentation”: The company’s user guides, documentation, training videos, or other instructional content, as updated from time to time, provided in print or online via the company’s designated website.
1.7. “DPA”: The Company’s Data Privacy Agreement, available on the Company’s website.
1.8. “Production Site”: The live version of the site, suitable for use in the operation of businsss, that the Customer and its Authorized Users will interact with.
1.9. “Professional Services”: Professional services provided by the Company to the Customer, which may include implementation services, training, consulting support, or other professional services.
1.10. “Subscription Service”: The Company’s CRM, ERP, and Accounting Software as a Service platform provided pursuant to the applicable , including the Pilot.
1.11. “Pilot” or “Sandbox”: A period limited to non-productive evaluation use for testing and training purposes, where sample data may be entered, subject to the conditions of this Agreement and Product Specific Terms.
1.12. “Subscription”: The grant of access to and right to use the Company’s software platform (Service) by the Customer and its Authorized Users, subject to the terms and conditions of this Agreement, for the duration of the Subscription Term. The Subscription is provided on a per Authorized User basis, with the specific number of Authorized Users determined by the Customer’s selected plan and payment of the corresponding Subscription Fees.
1.13. “Subscription Term”: The period during which the Customer has the right to access and use the Subscription Service specified in the applicable , including any renewal terms.
1.14. “Third-Party Services”: Any third-party services provided with or incorporated into the Subscription Services.
1.15. “Customer”: The person, organization, or entity using the Subscription Service or receiving the Services, as identified in the applicable account record, billing statement, online subscription process, or, including Authorized Users within the scope of the subscription.
1.16.“Implementation Fee”: The fee charged for setting up the Production version of the Company’s software, which may include configuration, training, data migration, and other services as specified in the Work Order.
1.17.“Implementation Approval”: The Customer’s email or written approval signifying the completion of the Sandbox Pilot process and readiness to proceed with the implementation of the Production Site.
1.18.“Monthly Service Fees”: The ongoing monthly fees charged for the use of the Company’s service, based on the number of users, additional services such as integrations, and the subscription tier.
1.19.“Work Order”: The document outlining the specific services, deliverables, timelines, and fees associated with the implementation of the Company’s software for the Customer, which may be represented by the Customer’s e-signed or approved proposal.
1.20"Staging Site": A non-production site that may be used by customer for training and testing after their Production Site is launched.
1.21.“Original Data”: The Customer’s existing source data that is migrated into the Company’s software platform (FieldHub) during the implementation process.
1.22 “Cohort Training” means a scheduled, live, online training session conducted by FieldHub for a group of customers who have purchased the Subscription Service. Cohort Training is designed to provide an overview of the Subscription Service’s features, functionality, and best practices, and may be offered as part of the standard onboarding process or as an additional service. The frequency, duration, and content of Cohort Training sessions may vary and will be determined by FieldHub based on the needs of the participating customers and the specific Subscription Service purchased.
2.1. Access. FieldHub will provide the service as described in this Agreement and the Work Order(s). FieldHub may update the service, but any changes during your subscription period won’t significantly reduce current functionality. Your use is based on current features, and FieldHub isn’t required to provide new features not in your agreement.
2.2 Names User License. FieldHub will invoice you monthly based on the actual number of named users active during that month. Each active user needs their own paid license, and you agree not to use workarounds to exceed the number of licensed users.
2.3. Software License. For any software provided for use on your premises or devices, FieldHub grants you a limited, non-transferable license to use it only for your internal business purposes, subject to the terms of your agreement.
2.3 Scope of Use. The Service may not be used for any purposes beyond the scope of the access granted in these Terms of Service. Customer will not (i) make the Service available to anyone other than Customer and its Authorized Users or use the Service for the benefit of anyone other than the Customer or its Authorized Users including sharing login information; (ii) rent, lease, re-sell, assign, distribute, time share or similarly exploit the Service (including allowing its employees or Authorized Users to access the Service without acquiring Authorized User Subscriptions for such employees or Authorized Users); (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services; the source code, object code, underlying structure, ideas, know-how, or algorithms related to the Services, Software, documentation, or data; modify, translate, or create derivative works based in whole or in part; (iv) remove any proprietary notices from the Subscription Services or Documentation; (v) remove or export the Services, Software, or anything related thereto from the country of acquisition, or permit the export or re-export in violation of any restrictions, laws, or regulations imposed by the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, the Canadian Border Services Agency, the Department of Foreign Affairs, Trade and Development, or any other U.S., Canadian, or foreign agency or authority or (vi) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
2.4 Prohibited Content. Customers may not use the Service to display, store, process, or transmit: (i) infringing or misappropriated material; (ii) hate-related, violent, obscene, or objectionable material; or (iii) material related to illegal activities or malicious code.
2.5 Prohibited Activities. Customers may not use the Service to: (i) generate or facilitate unsolicited commercial email (spam); (ii) send, upload, or distribute unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, hateful, or violent material; (iii) intentionally distribute viruses or other destructive items; (iv) violate applicable industry standards, third-party policies, or laws; (v) impersonate another person or entity; (vi) promote, facilitate, or encourage illegal activity; (vii) interfere with other users’ enjoyment of the Service; (viii) access FieldHub or third-party services in violation of their terms; or (ix) use the Service in a manner that would disparage FieldHub.
2.6 Suspension of Authorized Users. FieldHub may request that Customer suspend the account of any Authorized User who is using the Service in a manner that FieldHub reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for FieldHub. If Customer fails to promptly suspend or terminate such Authorized User’s account, FieldHub reserves the right to do so.
2.7. Your Responsibilities. You’re responsible for getting and maintaining the equipment and services needed to use the service, as well as for keeping your accounts and files secure. You’re also responsible for complying with laws related to your use of the service, including privacy, data protection, and employee monitoring laws.
2.8. Service Availability. The service will be available 99.9% of the time, excluding holidays, weekends, and scheduled maintenance. Downtime from third-party outages or reasons beyond FieldHub’s control isn’t included.
2.9. Downtime Credits. For downtime over an hour, FieldHub will credit you 5% of monthly fees for each 30+ minute period, up to a total of one week of fees per month. You must request credit within 48 hours of the downtime. Credits can’t be refunded for cash. These credits are your sole and exclusive remedy for any downtime or service unavailability.
3.1.Pilot Period Commencement. Upon acceptance of the Proposal Work Order and payment for the initial Pilot Period, FieldHub will assign a project manager to prepare and schedule the pilot kickoff. The Pilot Period begins upon delivery of the Pilot Sandbox environment and credentials to the Customer.
3.2. Pilot Services. The pilot service is provided month-to-month, starting from the delivery of the Pilot Sandbox environment and credentials, and continues until this agreement is terminated or the Customer signs the Implementation Approval form and pays the Implementation Fee as specified in the Work Order. The Pilot Fee is non-refundable but will be credited towards the Customer’s Implementation Fee if they choose to move directly from the pilot into the production version of FieldHub. If the Customer terminates the pilot without moving directly into implementation, the Pilot Fee credit remains valid for up to 90 days from the date of termination, after which it expires. If the Customer elects to extend their pilot beyond the initial 30-day period, a monthly pilot extension fee, as specified in the Work Order, will apply. Pilot extension fees are not credited towards implementation.
3.3.Pilot Sandbox Limitations. The Pilot Sandbox is provided “AS IS” without warranties, is not hosted in a redundant environment, and is not subject to FieldHub’s production Service Level Agreements (SLAs). Data entered into the Pilot Sandbox will not be migrated to the production system or backed up.
3.4.Customer Non-Responsiveness. If the Customer becomes non-responsive (no communication via email or phone for over 45 days despite reasonable attempts to reach them) during a sandbox pilot or paid implementation period, FieldHub may terminate this Agreement upon written notice. No refund of any fees paid will be issued due to the significant upfront resources invested by FieldHub. The Customer shall not be entitled to further remedies.
3.5.Pilot Hold. The Customer may place the pilot on hold for up to 90 days, during which access to the pilot sandbox will be suspended, and pilot fees will not be charged. Extensions beyond 90 days are at FieldHub’s discretion and may incur additional fees.
3.6.Pilot Restart. If the Customer wishes to restart the pilot program after termination, they must repay the full pilot fee. Pilot fees will not be credited towards subsequent implementation costs if the Agreement is terminated due to Customer non-responsiveness.
3.7.Pilot Period Termination. The Customer may terminate this Agreement during the Pilot Period by providing FieldHub with written notice (including email) at any time during the Pilot Period. Pilot Fees are not refundable.
4.1.Implementation Period Commencement. The Implementation Period begins when the Customer signs the Implementation Approval form and pays the Implementation Fee as specified in the Work Order.
4.2.Data Migration. FieldHub will provide data migration services and support as specified in the Work Order and or the standard offering listed at https://fieldhub.link/pricing. You are responsible for reviewing and validating the migrated data for accuracy and completeness. FieldHub will work with you to address any issues discovered during the migration process but will not be responsible for manipulating or changing the provided Customer data.
4.3. Original Data Storage. During the implementation process, we will work with you to migrate your existing source data into FieldHub (“Original Data”). We will store your Original Data for three (3) months from the implementation completion date, after which it will be permanently deleted from our servers.
4.4. Implementation Deliverables. If your purchased Implementation Package includes deliverables, they are estimated to be completed within the specified Delivery Period. If the implementation is incomplete due to your failure to perform obligations, additional charges may apply. If incomplete due to our failure, the Delivery Period will be extended.
4.5. Training. Cohort Training must be completed within the Delivery Period. Additional training will be scoped and invoiced separately.
4.6. Post-Delivery Support. After the Delivery Period, questions and technical assistance requests may be submitted to FieldHub Technical Support.
5.1.Feature Enhancements. Once implementation is complete, your software will be added to an auto-deployment list for automatic system updates, which may include bug fixes, enhancements to existing features, new feature releases, and other software improvements. We will notify you upon release of a software update if any material changes or new functionality are introduced. Feature enhancement notifications will include a summary of the system update, and all release notes will be accessible on the FieldHub Wiki on the day of every release.
5.2.Post-Implementation Sandbox Site. After implementation, FieldHub will maintain a Sandbox for your use in training and testing. The Sandbox is not separately backed up, and data entered into the Sandbox not from your Production Site may be lost. The Sandbox may not be available 24/7 and may require a minute or two to “spin up” after being idle for more than a few hours. Upon email request, FieldHub will refresh the Sandbox Data, replacing all existing Sandbox site data with current production data, including workflows, charts of accounts, and configurations.
5.3.ODBC Access Add-On. ODBC Access Add-On is an optional feature for Customers requiring advanced data access or reporting capabilities using a replicated copy of their FieldHub database. Current pricing for this add-on service is available at https://fieldhub.link/pricing. This add-on includes:
The ODBC Access Add-On provides the Customer with access to and use of their data. The Customer shall not provide access to this data to any third parties without the Company’s prior written consent. Furthermore, the Customer agrees not to use the data access in any attempt to reverse engineer FieldHub or its features and that this access to exclusively to facilitate access to Customers own data for their use.
FieldHub does not provide support for schema documentation, configuration assistance, or technical assistance on setting up database queries to connect to third-party software tools. The database structure may change without notice as FieldHub product features are expanded and modified. The Customer is solely responsible for ensuring the integrity and accuracy of any reports and applications that rely on access to this data.
5.5.Service Level Agreement (SLA)
5.5.1.Service Availability. The Services shall be available 99.9% of the time, measured monthly, excluding 11 AM to 6 AM EST or announced scheduled maintenance windows. Additionally, any downtime resulting from outages of third-party connections, utilities, or other reasons beyond FieldHub’s control will be excluded from the calculation.
5.5.2.Service Credits. In the event of downtime lasting longer than one hour, FieldHub will credit Customer 5% of Monthly Service fees for each period of 30 or more consecutive minutes of downtime, with a maximum of one credit per day. Downtime shall begin to accrue as soon as Customer (with notice to FieldHub) recognizes that downtime is taking place and continues until the availability of the Services is restored. To receive downtime credit, Customer must notify FieldHub in writing within 72 hours from the time of downtime. Failure to provide such notice will forfeit the right to receive downtime credit. Credits may not be redeemed for cash and shall not exceed a total of one (1) week of Service Fees in any one (1) calendar month. FieldHub will only apply a credit to the month in which the incident occurred.
5.5.3.Remedy. The service credits described in section 5.5.2 shall be Customer’s sole and exclusive remedy, and FieldHub’s entire liability, in connection with Service availability.
5.6.Customer Support
5.6.1.Support Service Levels. FieldHub offers two support service response levels:
5.6.2.Support Channels and Response Times. Customers can reach out to FieldHub support via phone, ticket system, or email, depending on their support service level. Our team responds to inquiries during Business Hours, and while inquiries may be submitted at any time, responses are issued during our standard support window. Response time targets are within the specified timeframes based on the support service level, but resolution times may vary based on issue complexity.
5.6.3.Scope of Support. Basic Technical Support, provided by our team and authorized subcontractors, does not cover third-party products, services, or technologies, configuration changes outside of specified allowances, administrative maintenance tasks, or custom code creation or testing. We reserve the right to make amendments to the Basic Technical Support Subscription Service, ensuring that the level of service provided will not be materially reduced during your subscription period.
5.6.4.Limitations. FieldHub’s blocking of data communications or other Service in accordance with its policies shall not be deemed a failure to provide adequate service levels under this Agreement.
5.7. Data Backup and Disaster Recovery
5.7.1.Ongoing Backups. FieldHub performs continuous transaction backups of customer production data and nightly offsite backups to ensure data integrity and availability. These backups are designed to minimize data loss in the event of a disaster or system failure.
5.7.2.Customer-Controlled Backups. Customers may request FieldHub provide nightly backups to an S3-compatible container controlled by the customer. This option allows customers to have their data in their possession on a nightly basis, providing an additional layer of data protection and control. It is the Customers responsibility to monitor the backups are received and notify Company if the backup file(s) are not received. A monthly fee, specified by Work Order, is charged for this service.
5.7.3.Backup Retention. FieldHub retains daily backups for 7 days, weekly backups for 4 weeks, and monthly backups for 12 months. Customers are responsible for maintaining any additional backup copies beyond these retention periods.
5.7.4.Disaster Recovery. In the event of a disaster or system failure, FieldHub will make reasonable efforts to restore the Services using the most recent available backup. The target recovery time objective (RTO) is 24 hours, and the target recovery point objective (RPO) is 1 hour. However, these targets are not guaranteed and may vary depending on the nature and severity of the incident.
5.7.5.Limitations. While FieldHub takes reasonable measures to protect customer data, no backup or disaster recovery solution is infallible. Customers are responsible for maintaining their own backup copies of critical data and for regularly reviewing the accuracy and completeness of the backups provided by FieldHub.
5.7.6.Amendments. FieldHub reserves the right to modify its backup and disaster recovery processes to improve the resilience and performance of the Services, provided that such modifications do not materially reduce the level of data protection afforded to customers.
5.8.Maintenance and Upgrades
5.8.1.Scheduled Maintenance. FieldHub performs regular scheduled maintenance to ensure the optimal performance, security, and reliability of the Services. Scheduled maintenance windows are typically conducted outside of normal business hours to minimize disruption to customers. FieldHub will provide customers with at least 48 hours’ notice prior to any scheduled maintenance that may impact Service availability during normal business hours.
5.8.2.Upgrade Procedures. FieldHub periodically releases upgrades, updates, and patches to improve the functionality, performance, and security of the Services. These upgrades are typically performed during scheduled maintenance windows and may result in brief periods of Service unavailability.
5.8.3.Emergency Maintenance. In the event of a critical security issue or system failure, FieldHub may need to perform emergency maintenance to resolve the issue. In such cases, FieldHub will endeavor to provide customers with as much notice as possible, but the notice period may be shorter than for scheduled maintenance. Emergency maintenance may result in unscheduled Service unavailability, but FieldHub will work to restore the Services as quickly as possible.
5.9.Security and Compliance. FieldHub is committed to maintaining the highest standards of security and compliance to protect customer data. Our security practices are aligned with industry best practices and include measures such as data encryption in transit and at rest, secure access controls, regular vulnerability scanning and penetration testing, and employee security awareness training. FieldHub’s 3rd part data centers are ISO 27001 certified and SOC 2 Type II audited, and meets stringent security and operational requirements. We also comply with relevant US data protection regulations and can provide customers with the necessary assistance to meet their own compliance obligations. FieldHub regularly reviews and updates its security policies and procedures.
5.10.Professional Services. In addition to the core Subscription Services, FieldHub offers a range of Professional Services to help customers maximize the value of their investment. These services include implementation assistance, data migration, custom development, integration with third-party systems, and training and consulting services. Professional Services are typically provided on a time and materials basis, with the scope, duration, and fees agreed upon in advance between FieldHub and the customer. FieldHub’s team of experienced consultants and developers works closely with customers to understand their unique requirements and to deliver solutions that meet their specific needs.
In some cases, FieldHub may determine that a customer’s requirements are better suited to the expertise of one of our third-party partners. In such instances, FieldHub may refer the customer to the appropriate partner for the provision of Professional Services. These third-party partners are solely responsible for the performance and delivery of their services, and the terms and conditions of their engagement will be agreed upon directly between the customer and the partner. While FieldHub may provide guidance and recommendations in these situations, we do not bear any responsibility or liability for the actions or performance of our third-party partners.
While Professional Services are separate from the core Subscription Services and are subject to separate terms and conditions, they are designed to complement and enhance the functionality and utility of the FieldHub platform.
5.11.Training and Documentation
FieldHub is committed to empowering customers to effectively utilize and maximize the value of the FieldHub platform. To support this goal, we provide a comprehensive set of training and documentation resources. Our online knowledge base includes user guides, tutorials, and FAQs that cover key features and functionalities of the platform. We also offer on-demand video content to help users stay up-to-date with new features and best practices.
In addition to our standard online resources, we conduct periodic “cohort” training sessions that bring together groups of FieldHub customers who are in the same phase of deployment or have similar requirements. These cohort training sessions provide an opportunity for customers to learn from our experts and share experiences and best practices with their peers.
For customers with more complex needs or those requiring training beyond our standard online and cohort offerings, we can provide customized training sessions and workshops, either on-site or remotely, led by our experienced trainers. These sessions can be tailored to the specific needs and roles of different user groups within the customer’s organization. Any customized training will be quoted in a separate written work order upon request and will incur additional costs.
6.1 Subscription Fees. You agree to pay the subscription fees for the FieldHub Subscription Service on a monthly basis unless otherwise specified in a Work Order. The monthly subscription fees will be calculated based on the total number of named users who are active in the Subscription Service at any point during each billing period. Each named user that is set up and active in the system during a billing period, regardless of the duration of their activity, will be considered a licensed user for that period and will be included in the invoiced amount. In addition to the per-user fees, any add-on services authorized by you will also be included in the monthly invoice.
6.2 Additional Fees. In addition to the subscription fees, FieldHub may charge for services outside the standard Subscription Service, such as overages, professional services, additional training, or other optional services. Standard fees for these services are maintained and updated at https://fieldhub.link/pricing and are subject to change without notice. By requesting and using these services, you agree to pay the applicable fees as outlined on the pricing page at the time of the request.
6.3 Payment Terms. FieldHub will invoice you at the start of your subscription term and at each subsequent billing period. All invoiced amounts are due and payable within thirty (30) days from the invoice date, unless otherwise specified in the Order Form. Payments must be made in US Dollars (USD) and are non-cancelable and non-refundable, except as otherwise provided in this Agreement.
6.4 Late Payments. If you fail to make any payment when due, FieldHub reserves the right to charge interest on the past due amount at a rate of 1.5% per month or the maximum permitted by applicable law, plus collection costs. FieldHub may also suspend your access to the Subscription Service if your account remains overdue for more than thirty (30) days after receiving notice.
6.5 Fee Adjustments at Renewal. The per-user fee and add-on service rates will remain fixed during the initial term of your subscription but may increase or decrease as your user count and other priced activity changes. The per user and minimum fees will increase if you upgrade your Subscription Tier. FieldHub may modify the subscription fees for the Subscription Service effective upon the next renewal term by providing written notice at least ninety (90) days before the end of the current subscription term. If you do not agree to the fee change, either party may terminate your subscription at the end of the current term by giving notice as described in this Agreement.
6.6 Taxes. All fees and amounts payable under this Agreement are exclusive of taxes. You agree to pay all applicable taxes related to this Agreement, including sales, use, excise, value-added, goods and services, and any other similar taxes or duties imposed by any relevant taxing authority.
6.7 Pilot Fees. During the Pilot period, no additional fees will apply, except for those specified for the Pilot in the Work Order. Pilot Fees are not refundable.
6.8 Ongoing Service Fees Start. Ongoing Service Fees will be charged starting 30 days from the date the Production Site login information is provided to you, 120 days from the Implementation Approval, or upon “go live,” whichever occurs earliest.
6.9 Minimum Ongoing Service Fees Start A minimum monthly fee will apply regardless of user count. Only user license fees are counted towards this minimum monthly fee. Current Minimum Ongoing Service Fees are in are maintained and updated at https://fieldhub.link/pricing and are subject to change without notice.
6.10 Implementation Fee. The Implementation Fee is due prior to FieldHub setting up the non-pilot Production version of the Subscription Service for your use. Upon receipt of the Implementation Fee, FieldHub will schedule and set up the Production Site for your use.
6.11 Payment Methods and Discounts. All pricing provided in the Order Form assumes that payment will be automatically charged via ACH on the date of the invoice. To facilitate this, you agree to keep your ACH information on file with FieldHub up to date. If you choose to pay by paper check or credit card, a convenience fee may be applied to cover the additional processing costs. If you opt for an alternative payment method, FieldHub reserves the right to adjust the pricing accordingly and reduce or remove any discounts previously applied.
6.12 Billing Disputes. If you believe there is an error on your invoice, you must notify FieldHub within 60 days from the closing date on the first billing statement showing the error. Billing inquiries should be directed to FieldHub’s Customer Support department at support@fieldhub.com.
6.13 Additional Services and Fees. The Subscription Fees cover the standard features and functionality of the Subscription Service as described in the Documentation. However, FieldHub may charge for additional services outside the standard Subscription Service, such as:
(i) Overages, professional services, additional training, or other optional services as outlined and updated at https://fieldhub.link/pricing, subject to change without notice. By requesting and using these services, the Customer agrees to pay the applicable fees as specified on the pricing page at the time of the request.
(ii) On-site training and consulting; additional remote training beyond what is included in the standard onboarding process; customer-specific reporting requirements; data conversion or migration from the Customer’s existing systems or data sets; any additional third-party software licenses required for integrations or functionality (e.g., credit card processing, reporting tools); and future data migrations (e.g., in the event the Customer acquires another company).
Such additional services and their associated fees will be mutually agreed upon by the parties in writing, either in an Order Form or a separate statement of work, prior to the commencement of the services.
7.1 Initial Term. The initial term of the Subscription Services will be twelve (12) months, beginning on the date of your written approval of the “Implementation Approval,” payment of the Implementation Fee, and delivery of the Production Site and credentials.
7.2 Renewal. After the Initial Term, this Agreement will automatically renew for additional periods equal to the length of the initial Subscription Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
7.3 Termination for Convenience. You may choose to terminate your subscription early for convenience. However, FieldHub will not provide refunds for prepaid or unused Subscription Fees, and you will be required to promptly pay all unpaid fees due through the end of the Subscription Term. To terminate the Subscription Services early, you must provide written notice to FieldHub at least ninety (90) days in advance.
7.4 Termination for Cause. Either party may terminate this Agreement for cause, with respect to any or all Subscription Services, under the following conditions: a. Upon written notice to the other party of a material breach that is incapable of cure, or if capable of cure, remains uncured thirty (30) days after the non-breaching party provides written notice of the breach. b. Immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors.
7.5 Effect of Termination. Upon expiration or termination of the Agreement, you will immediately stop using the Subscription Services. Termination or expiration will not affect your obligation to pay all fees due before the termination or entitle you to any refund. If you terminate the Agreement for cause, FieldHub will promptly refund any prepaid but unused fees for the Subscription Service after termination. If FieldHub terminates the Agreement for cause, you agree to promptly pay all unpaid fees due through the end of the Subscription Term.
7.6 Data Handling after Termination. After expiration or termination of the Agreement, FieldHub may immediately deactivate your account(s). Upon written request within thirty (30) days after the effective date of expiration or termination, FieldHub will deliver a complete PostgreSQL data export and file system archive to you, provided your account is current with no outstanding payments. After this thirty (30) day period, FieldHub will have no obligation to retain your data and may delete all Customer Data in its systems or possession, unless legally prohibited. The time spent preparing your data for export will be billed at a total as specified in FieldHub’s then current pricing indicated at https://fieldhub.link/pricing.
7.7 Suspension for Prohibited Acts. FieldHub may suspend your or any Authorized User’s access to any or all of the Subscription Services without notice for: a. Use of the Service in a way that disrupts or poses a security risk to FieldHub or any other customer or vendor. b. Use of the Service in a way that violates applicable laws or regulations or the terms of this Agreement.
FieldHub will make reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding the resumption of access following any Service Suspension. FieldHub will use commercially reasonable efforts to resume providing access to the Subscription Services as soon as reasonably possible after the event giving rise to the Service Suspension is resolved. FieldHub will have no liability for any consequences that you or any Authorized User may incur as a result of a Service Suspension.
7.8 Suspension for Non-Payment. FieldHub will provide you with notice of non-payment of any amount due. Unless the amount has been paid, FieldHub may suspend your access to any or all of the Subscription Services thirty (30) days after such notice. FieldHub will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating to resolve the dispute.
8.1 Confidential Information Definition. During the performance of this Agreement, either party may disclose information to the other party that is identified as, or should reasonably be understood to be, proprietary or confidential (“Confidential Information”). This includes, but is not limited to, business plans, product plans and roadmaps, financial information, fee structures, third-party confidential information, features, functionality, performance of the Service, and technical documentation. Confidential Information does not include information that, at the time of disclosure, is: (a) publicly available; (b) known to the receiving party; (c) rightfully obtained by the receiving party from a third party on a non-confidential basis; or (d) independently developed by the receiving party.
8.2 Confidential Information Protection. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to its employees, consultants, or advisors who need to know the Confidential Information to exercise rights or perform obligations under this Agreement and are obligated to maintain confidentiality. The receiving party may disclose Confidential Information: (i) to comply with a court order or applicable law, provided the disclosing party is given written notice and the receiving party seeks a protective order; or (ii) to establish rights under this Agreement, including required court filings. In case of conflict, this section supersedes any prior non-disclosure agreement.
8.3 Responsibilities. The receiving party agrees to take reasonable precautions to protect Confidential Information and not to use or divulge it to any third party, except as permitted herein. The disclosing party agrees that the foregoing shall not apply to information that the receiving party can document: (a) becomes publicly available; (b) was known to the receiving party prior to receipt; (c) was rightfully disclosed by a third party without restriction; (d) was independently developed without using the disclosing party’s Confidential Information; or (e) is required to be disclosed by law. The obligations under this section shall remain in effect for five (5) years following the disclosure.
8.4 Company Rights. FieldHub may collect and analyze data related to the provision, use, and performance of the Service and related systems and technologies, including Customer Data. During and after the term of this Agreement, FieldHub may use such information to improve the Service, for development, diagnostic, corrective purposes, and training AI models and algorithms. FieldHub may disclose such data in aggregate or de-identified form in connection with its business and use anonymized Customer Data for AI training, provided it does not directly identify the Customer or any individual associated with the Customer. FieldHub shall comply with all applicable US privacy laws in its use and disclosure of Customer Data.
8.5 Data Security. FieldHub has implemented technical, organizational, and administrative systems and procedures to ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorized access or use. FieldHub will not access, disclose, view, sell, or process Customer Data except as provided in this Agreement, FieldHub’s Privacy Policy, as authorized by the Customer in writing, as required to perform its obligations, or as required by law. FieldHub has no other obligations or liability with respect to any loss, alteration, destruction, damage, corruption, or recovery of Customer Data.
8.6 Regional Data Hosting. FieldHub will store Customer Data, when practical, in the same geographic region (e.g., US, Canada, or Europe) the Customer operates in. In some cases, FieldHub may transfer Customer Data to countries outside of the Customer’s region, ensuring appropriate safeguards and data security controls are enforced in accordance with applicable data protection laws.
8.7 Aggregated Statistics. FieldHub may compile anonymized Aggregated Statistics for legitimate business purposes, including machine learning, testing, development, controls, and operation of the Service. FieldHub may make Aggregated Statistics publicly available and use them as permitted by law, provided they do not identify the Customer or its Confidential Information. FieldHub will not sell Customer’s data under any circumstances.
8.8 Third-Party Services. FieldHub may make Third-Party Services available to the Customer. The acquisition and use of such Third-Party Services by the Customer or its Authorized Users are solely the responsibility of the Customer and the applicable third party. If the Customer authorizes the access or transmission of data through a Third-Party Service, the terms of that service will govern, and FieldHub will not be responsible for any use, modification, deletion of Customer Data, or any act or omission by the third-party provider or its service.
8.9 Compliance with Privacy Laws. Both FieldHub and the Customer shall comply with all applicable US privacy protection laws, including but not limited to the California Consumer Privacy Act (CCPA), in their respective collection, use, storage, and disclosure of personal data. Each party shall maintain appropriate technical and organizational measures to protect the security, confidentiality, and integrity of personal data in accordance with industry standards and applicable laws. In the event of a data breach involving personal data, the responsible party shall promptly notify the other party and take reasonable steps to mitigate any potential harm. The specific terms and conditions related to each party’s privacy practices and their respective rights and obligations with respect to personal data shall be governed by FieldHub’s Privacy Policy and Data Processing Addendum, which are incorporated into this Agreement by reference.
9.1 FieldHub’s Intellectual Property. The Customer acknowledges that FieldHub owns all right, title, and interest, including all intellectual property rights, in and to FieldHub’s intellectual property (the “FieldHub IP”). For any Third-Party Products used in conjunction with the Subscription Services, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to their respective Third-Party Products.
9.2 Customer Data Ownership. FieldHub acknowledges that the Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. The Customer grants FieldHub and its authorized third-party service providers a limited, non-exclusive license to use, host, backup, transmit, and display Customer Data solely to the extent necessary to (i) provide the Subscription Services and Professional Services under this Agreement, and (ii) improve FieldHub’s Subscription Service, provided that such improvement does not result in the disclosure of Customer Data to third parties in a manner that directly or indirectly identifies the Customer or its Authorized Users. FieldHub’s use of Customer Data will comply with the confidentiality obligations set forth in Section 5 (Confidentiality) of this Agreement and any applicable data protection laws and regulations.
9.3 Feedback. If the Customer provides any feedback to FieldHub regarding the Subscription Service or Professional Services, FieldHub may use such feedback for any purpose without compensation or obligation to the Customer, provided such use does not violate Section 8 (Confidentiality and Data Protection).
9.4 Marketing and Publicity Rights. The Customer grants FieldHub the right to use the Customer’s name and logo in customer lists featured in marketing materials and on FieldHub’s website. FieldHub may also use aggregated, non-identifiable statistical information regarding data trends for benchmarking and marketing purposes. The Customer may revoke either or both of these permissions at any time by providing written notice to FieldHub. The parties agree to collaborate in good faith to issue a mutually agreed-upon press release within 90 days of the Effective Date.
10.1 Indemnification by FieldHub. FieldHub shall indemnify, defend, and hold the Customer harmless against any third-party claim alleging that the Subscription Service, as provided under this Agreement, infringes or misappropriates that third party’s U.S. intellectual property rights. This indemnification covers all losses, damages, liabilities, and costs, including reasonable attorneys’ fees, incurred by the Customer as a result of such claims.
10.2 Indemnification by Customer. The Customer shall indemnify, defend, and hold FieldHub harmless against any third-party claim arising from: a. The Customer’s or any Authorized User’s negligence or willful misconduct; b. Use of the Subscription Service in an unauthorized manner; c. Use of the Subscription Service with non-provided or non-authorized data, software, hardware, equipment, or technology; or d. Modifications to the Subscription Service not made by FieldHub.
10.3 Exclusive Remedies. The indemnification obligations outlined in this Section represent the entire obligation and sole remedies of FieldHub and the Customer concerning third-party intellectual property claims.
10.4 Indemnification Procedures. To receive indemnification under this Agreement, the party seeking indemnification must: a. Promptly notify the other party in writing of the claim; b. Provide all information and assistance requested by the other party; and c. Allow the other party to control the defense and settlement of the claim, subject to reasonable cooperation in any mitigation efforts.
11.1 Limited Warranty. FieldHub warrants that during the applicable subscription term: (i) the Subscription Service will perform materially in accordance with the Documentation, and (ii) FieldHub will employ commercially reasonable efforts to correct any material non-conformance promptly upon notice from the Customer. This warranty does not cover issues caused by the Customer’s misuse, unauthorized modifications, or use outside the scope of this Agreement.
11.2 Disclaimer of Warranties. Except for the limited warranty provided in Section 11.1, the Subscription Service is provided “AS IS” and “AS AVAILABLE.” FieldHub disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. FieldHub does not warrant that the Subscription Service will be uninterrupted, error-free, or meet the Customer’s specific requirements.
11.3 Limitation of Liability. To the maximum extent permitted by law, in no event shall FieldHub be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or in connection with this Agreement, even if FieldHub has been advised of the possibility of such damages. FieldHub’s total liability for any claims arising out of or related to this Agreement shall not exceed the fees paid by the Customer to FieldHub for the Subscription Service during the 12 months preceding the event giving rise to the claim.
11.4 Exclusions. The limitations of liability set forth in Section 11.3 shall not apply to: (i) FieldHub’s indemnification obligations under Section 10.1, (ii) either party’s breach of its confidentiality obligations under Section 8, or (iii) the Customer’s payment obligations under this Agreement.
11.5 Basis of the Bargain. The parties acknowledge that the warranty disclaimers and limitations of liability set forth in this Section 11 are essential elements of the basis of the bargain between FieldHub and the Customer and that in the absence of such disclaimers and limitations, the terms of this Agreement, including the economic terms, would be substantially different.
12.1 Entire Agreement. This Agreement, including the Terms of Service, Privacy Policy, Data Privacy Agreement (DPA), any associated Order Forms, and Work Orders, constitutes the entire agreement between FieldHub and the Customer regarding the subject matter hereof and supersedes all prior understandings, agreements, or representations, whether written or oral. In case of any inconsistency or conflict between the documents, the order of precedence shall be: (1) Terms of Service, (2) Privacy Policy, (3) DPA, and (4) Work Order, unless explicitly stated otherwise. Any modifications or waivers must be in writing and signed by both parties.
12.2 Relationship of the Parties. FieldHub is an independent contractor and not the Customer’s agent, joint venturer, partner, or fiduciary. This Agreement does not create any agency, partnership, joint venture, or employment relationship, and the Customer has no authority to bind FieldHub.
12.3 Severability. If any provision of this Agreement is deemed unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary, and the remainder of the Agreement shall remain in full force and effect.
12.4 Assignment. Neither party may assign, transfer, or sublicense this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the other party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
12.5 Non-Solicitation. During the term of this Agreement and for one year following its termination, the Customer shall not, directly or indirectly, solicit, hire, or engage any of FieldHub’s employees, contractors, or business relations with the intent of inducing them to cease doing business with FieldHub or interfere with their relationship with FieldHub.
12.6 Notices. All notices under this Agreement must be in writing and sent to the addresses specified in the Order Form or as designated by the parties in writing. Notices are effective upon personal delivery, electronic confirmation of receipt, the day after sending by overnight delivery service, or upon receipt if sent by certified or registered mail.
12.7 Force Majeure. Neither party shall be responsible for failure to fulfill its non-monetary obligations due to circumstances beyond its reasonable control, such as acts of God, natural disasters, war, terrorism, civil unrest, or government actions.
12.8 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action arising out of or related to this Agreement shall be instituted exclusively in the federal or state courts located in Claymont, Delaware, and each party irrevocably submits to the jurisdiction of such courts.
12.9 Export Compliance. The Customer shall comply with all applicable export laws and regulations and obtain any necessary licenses or approvals to export, re-export, or transfer the Subscription Services or Customer Data outside the United States.
12.10 U.S. Government Rights. If the Customer is a U.S. government agency or contractor, the Subscription Services and Documentation are provided as “Commercial Items” and “Commercial Computer Software” with limited rights, as defined in the applicable Federal Acquisition Regulations.
12.11 Survival. Sections related to Definitions, Fees, Termination, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law shall survive the expiration or termination of this Agreement.
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