FieldCircle Inc. Terms of Use

Terms of Use

This Terms of Use (hereinafter referred to as Terms) is a legally binding agreement between you and FieldCircle Inc. (hereinafter referred to as FieldCircle). These Terms govern your use of the FieldCircle website www.fieldcircle.com and software platform(hereinafter referred to as Website and/or Platform), including but not limited to all the user interfaces, software applications, visual design elements, features, communications, and other web properties, including information, audio, video, text, graphics, photos, arrangements, style, and look and feel (collectively, the “Content”) that are linked to the Website, and all the associated software and applications (collectively, the “Services”). Any new feature or enhancement to the current Services, including the launch of new modules, tools, and content shall be the subject to this agreement.

Acceptance of Terms

By using the Services, you agree to be bound by all the terms and conditions specified herein. FieldCircle reserves the right to modify these Terms at any time without notifying you. You assume total responsibility to review the Terms periodically to learn about the latest modifications in the Terms, by clicking on the “Terms & Conditions” hypertext link placed at the bottom of the Website pages. IF YOU DO NOT AGREE TO THE TERMS, THEN PLEASE DO NOT USE THE WEBSITE.

Grant Of A Limited License To Use The Services

Subject to your agreement to the Terms stated here, FieldCircle grants you a limited, non-exclusive, non-transferable, revocable, license to use the Services on a web browser and devices(Compatibility is updated by FieldCircle from time to time) solely for the purpose of using the Software’s Services and Features. You acknowledge that in providing the Services, FieldCircle is the sole and rightful owner of all the Services and/or Product, including all the product’s features, the Website and the Content and that the FieldCircle is covered by intellectual property rights owned or licensed by FieldCircle. Unless otherwise stated, no other rights in the FieldCircle are granted to you and the rights that have not been explicitly expressed to be granted to you have been reserved.

Your Use of the Website and Platform

• Prohibited Use Unless otherwise indicated, you shall NOT directly or indirectly (a) use any Software Product’s features and Services, including Website information to create any software, documentation, or service that is similar to the Website, Software, and Content, (b) disassemble, decompile, reverse engineer the Website (c) make an attempt to discover the source code of the Website and or Software Product, or algorithms (to an extent that these restrictions are prohibited by the applicable statutory law), (d) interfere with or disrupt the Services, Website or servers or networks connected to the Website or any part of the Services.
• Intellectual Property Rights All Content of the Website, including graphics, images, videos, audio, testimonials, case studies, icons, logo, work of art, appearance, selections, arrangements, and overall look and feel of the Services, including Website are the sole property of FieldCircle. All content available on the Website is and shall remain the copyright of FieldCircle.
• Copyright StatementAs conditions of your use, you agree NOT to (a) alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice on the Content, (b) reproduce, duplicate, copy, sell, resell, or exploit any Content or portion of the Content for any commercial purposes, (c) make an attempt to manipulate or exploit any copy protection, access control, or license-enforcement mechanisms associated with or related to the Services, including Website or Content. Without the prior written permission from FieldCircle, you must NOT (a) allow, enable, or otherwise support the transmission of unsolicited commercial advertising or solicitations via e-mail (spam); (b) use any electronic or automated means (including without limitation robots, web crawlers, scripts, or other automatic or electronic device) to access the Services, including any portion of the Website or Content or monitor or copy our web pages or the Content; (c) deep-link to the Website for any purpose; or (d) frame the Website, place pop-up windows over its pages, or otherwise affect the Services or display of website pages. You acknowledge that FieldCircle reserves the right to remove any material you have submitted to the Website, at any time, without notifying you, without any reason or any liability to you. You agree to that FieldCircle reserves the right to change or update any information on the Website or any portion of the Content without giving prior notice to you.
• Links to Third-Party Content The Website contains links to third-party websites and third-party content, as a service to those interested in the information. FieldCircle uses those links on the Website only for information purposes and doesn’t endorse the third-party website, nor the entity, person, products, or services associated with those links. You may decide to leave the Website by clicking on a third-party link in the Website or in any portion of the Website Content at your own risk. FieldCircle claims no responsibility for the losses, including consequential losses, you may incur if you click on any link of any third party on the Website.
• User-Generated Content- As between parties, you agree to that FieldCircle is free to reuse the knowledge, information, know-how, and technologies related to the software provided during the course of the subscription engagement. Although FieldCircle is committed to maintaining the confidentiality of the information shared during the service delivery process, you agree that FieldCircle may disclose the information if such disclosure is necessary to comply with any legal process, regulation, government request, or any applicable laws of the state.
• Changes to Platform: The Company may, in its sole discretion, make any changes to the website that it deems necessary or useful to
  • Maintain or enhance-
    • The quality or delivery of the Company’s products or services to its customers
    • The competitive strength of, or market for, the Company’s products or services
    • Such Platform’s cost efficiency or performance
  • Comply with applicable law and/or policies or any other requirements

Platform Access and Authorized User

• Administrative Users: During the configuration and set-up process for the Platform, the Customer will identify an administrative user name and password for the Customer’s account with the Company. The Company shall reserve the right to refuse registration of or cancel user names and passwords or delete accounts as it deems inappropriate.
• Authorized Users: Customers may allow the number of employees and/or independent contractors as is indicated on an Order Form and/or subscription plan to use the applicable Platform on behalf of the Customer as “Customer Users.” Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users.
  Authorized User Conditions to Use:
  • As a condition to access and use of Platform
    • Each Authorized User shall agree to abide by the terms of the Company’s end-user terms of use which it may adopt from time to time.
    • Customer Users shall agree to abide by the terms of this Agreement, or a subset thereof.
    • Vendor Users shall agree to abide by the terms of the Company’s
      Vendor Terms of Service applicable to such Platform, and, in each case, the Customer shall ensure such compliance.
  • The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
  Account Responsibility:
  • The Customer shall be responsible for:
    • All uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
    • Securing the Company account, passwords (including but not limited to administrative and user passwords), and files.
  • The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user.

Setup Assistance Process

If a customer/user has subscribed for and paid for assisted setup, then please note that-

• All the data needs to be provided at one go
• Set-up and import is a one-time process and subsequently, it’s a self-serve process
• Setup process doesn’t include importing historical service records or work order data
• If any specific category or type of data isn’t available at the moment then set-up will be completed with only the available data. Customer will be responsible for the set-up of the remaining data whenever it becomes available. Of course, support team will be available to help and provide details of how to do it.

Standard data limits and permissions

Following are the maximum permissible limits for each process

• If any third-party services are integrated, then the customer will be warned on the web portal if the quota limit is reached.
• If the customer wishes to add additional quota for any third-party service, then they will require to raise a service request to their respective account manager or via ticket to add the package.
• The additional package purchased by the customer will be billed with the monthly invoice. This item will be listed separately in the invoice.
• Storage – a 5GB of total quota is allocated to every user. General pricing for additional storage space is $100 plus taxes for up to 120 GB / month and may change if there is any pricing change by AWS.

Account and Password

In order to access our Services, you may need to create an account and set up a password. You are solely responsible for maintaining the confidentiality of the account and any activity that occurs due to your failure in keeping the account information confidential and secure. In the event of such uncertain or dubious activity in your account or that indicates any breach of security, you agree to notify FieldCircle immediately. In such a situation, you are accountable for your information safety. You must not use anyone else’s account information at any time. FieldCircle will not be liable for any loss or damage arising out of your failure to comply with these obligations.

Fees and Payments

• Fees -FieldCircle’s customer agrees to pay FieldCircle the initial and the recurring charges for the FieldCircle Software license and access to the services in the amount specified in the Purchase Form at the time specified in the Purchase Plan.
• Payment Terms- You may use the specified mode of payment provided in the Purchase Plan. The Software License is billed annually or monthly depending upon your Purchase Plan. FieldCircle will not provide any refunds or credits if you cancel your subscription to the software before the specified time in the Purchase Plan. The additional fee will be charged for any Services Upgrade for the remainder of the current term.
• Taxes- All payments made to FieldCircle are exclusive of central, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales taxes, use taxes, and value-added taxes). You are responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, excluding taxes based upon FieldCircle’s net income.

FieldCircle Privacy Policy

FieldCircle’s Privacy Policy applies to your use of our Services. The terms and conditions in the Privacy Policy is the part of the Terms. You can refer to FieldCircle Privacy Policy to read about our data collection techniques and usage. Although FieldCircle is committed to protecting the customer data, it does NOT guarantee to protect the data from cyber threats, malware incidents, and other risks, even when a particular transmission is encrypted and you have been notified about the encryption. You acknowledge and agree that you are aware of the risks associated with Internet transmissions, including using the Website in an online and offline environment and will not hold FieldCircle accountable for any such data breach.

Confidentiality

All confidential information that is communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company and/or it’s employees shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
*** Note- The Customer data is a proprietary of the Customer and the Customer remains absolute owner of the same. This data is not shared with any third party except those service providers of the Company that interacts with the Customer’s data during service delivery eg. AWS(Amazon Web Services), Text Services, Email Delivery service provider etc. ​ When the Customer decides to disengage the Company’s services, the Customer can download all the data in the fomats available in respective modules such as PDF, Excel etc. The Company will delete the data within 15 days of the termination of the engagement.

Proprietary Rights

Ownership

• The Company shall reserve the right to all title interest.
• The Company shall own and retain all rights, title, and interest in
  • Any kind of services software, applications, inventions, or other technology developed in connection with the Services;
  • All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).
• To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.

Customer Data and Vendor Information License

Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. To avoid any doubt, the [Company] shall use, reproduce and disclose Platform, Software and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, will be owned by the Company It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Company or any Platform following the expiration or termination of this Agreement.

Intellectual Property

The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company’s name, logos and trademarks reproduced through the Service.

Additional Restrictions and Responsibilities

Software Restrictions

Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code, or underlying structure, ideas, know-how or algorithms relevant to a Platform or any software, documentation or data related to a Platform (“Software”); (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for time sharing or service bureau purposes or other computer services to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user-visible aspects of the Services, are the Confidential Information of The Company, and the Customer will comply with Section of Confidentiality, Intellectual Property, Proprietary rights, and platform access and authorizations terms with respect thereto.

Customer Compliance

Customer shall use, and will ensure that all Authorized Users use, each Platform, Software, and Services in full compliance with this Agreement, The Company’s end-user terms of use, and all applicable laws and regulations. Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to a Platform provided by The Company, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. The Company may suspend Customer’s account and access to each Platform and performance of the Services at any time and without notice, if The Company believes that Customer is in violation of this Agreement.

Cooperation

Customer shall provide all cooperation and assistance as The Company may reasonably request to enable The Company to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing The Company with such access to Customer’s premises and its information technology infrastructure as is necessary for The Company to perform the Services in accordance with this Agreement.

Training and Education

Customer shall use commercially reasonable efforts to cause Customer Users to be, at all times, educated and trained in the proper use and operation of each Platform such Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by The Company from time to time. Others are listed below

• The Company will provide 10 online training sessions to the Customer. The Customer shall plan training sessions in such a way that it caters to various user bases from different territories. The recordings of the training sessions will be shared.
• Day-to-day user training will be Customer’s responsibility.
• The Company will provide documentation catering to the web or mobile app videos for all the primary activities for repetitive training and new users onboarding (once the annual contract has been signed and PO has been initiated).

Customer Systems

Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, web servers and the like.

Termination

• Customer may terminate this agreement for any reason on 30 days’ notice to the Company. Irrespective of the termination, the CUstomer will be responsible for payment of any outstanding invoices as per the contract terms.

For yearly contractors with quarterly or semi-annual payment schedules, the Customer will be responsible for making the full payment before termination is formally concluded.

• Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party if
• The other party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
• The failure, inaccuracy, or breach continues for a period of 15 days after the injured party delivers notice to the breaching party reasonably detailing the breach. A written notice is not mandatory and an email to the designated authority will be considered an acceptable form of notice.
  • The Company may terminate this agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time [Frequency] times over any term.
  • Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.

Indemnification

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, the Company DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD-PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN THE COMPANY AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE, AND SERVICES ARE PROVIDED “AS IS,” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

• In no event shall either Party:
  • have liability arising out of or related to this Agreement, whether, in contract, tort, or under any other theory of liability exceed in the aggregate of the total fees paid or owed by the Customer and Vendors hereunder during the [Number of Months] months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
  • have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability.
• The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law

Governing Law and Dispute Resolution

This Agreement is governed in all respects by the laws of the state of Delaware, USA, and in the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration or by a court in the jurisdiction of the state of Delaware, USA except for Indian customers. In the event of any dispute for the customers from India, it will be referred to the honorable high court of Delhi.

Security

The Company may, from time to time, host and/or maintain a Platform using a third-party technology service provider, and the Customer acknowledges that The Company cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service.

Publicity

Customer and/or user agrees that The Company may identify Customer as a customer and use Customer’s logo and trademark in The Company’s promotional materials. Notwithstanding anything herein to the contrary, Customer acknowledges that The Company may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing, and third parties for purposes of due diligence.

Force Majeure

The Company is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User.

Assignment

Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, or sale of assets or similar transaction. The Company may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third-party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement.

General Provisions

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement, together with the Statement of Services entered into hereunder and all exhibits, annexes, and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created because of this Agreement, and neither party has the authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly indicated in this Agreement or such Statement of Services. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.
Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.

Entire Agreement.

The Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. With the exception of an Order Form, any purchase order, written terms or conditions, or another document that the user/Customer has sent or signed off with FieldCircle (whether prior to or after execution of the Agreement) that contains terms that are different from, in conflict with, or in addition to the terms of the Agreement are hereby rejected and will be void and of no effect.

Notices

All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided on an Order Form.
All notices, consents, and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date received. Either party may change its address for notices by giving written notice(Mail or email) of the new address to the other party in accordance with this Section.

If you have any questions, you can write to us at info@fieldcircle.com