FIELDFLO Terms and Conditions

TERMS AND CONDITIONS

Date of Last Revision: April, 2026

PLEASE READ THESE TERMS and Conditions (as amended from time to time, the “TERMS”) CAREFULLY BEFORE USING THE SYSTem and Platform or accepting other Services (Each as DEFINED BELOW) from Maker System, LLC, DBA FIELDFLO (“FieldFlo,” “WE,” OR “US”). BY clicking “Accept” or otherwise agreeing to these terms, or by USING THE System or Platform or accepting other Services from us, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THEse TERMS and the REST OF THE Agreement (defined below), and that you have had the opportunity to seek legal counsel with respect to review of the Agreement. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THEse TERMS AND the AGREEMENT, YOU HAVE NO RIGHT TO AND SHOULD NOT USE THE System or the platform or accept other SERVICES from us.

FieldFlo provides a software as a service application called FieldFlo to its customers (the “Client” or “you”) whereby the Client can manage its projects, employees, certifications, clients, time tracking and overall business processes (together with any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein, the “System”). The System will be provided through an online platform accessible to you (the “Platform”). The System, the Platform, and any configuration, training or other services provided to you under the Agreement are referred to herein as the “Services.” The Services shall include, without limitation, any modules, functionality, changes, upgrades, and similar services and items that may be provided to you under the Agreement in the future whether within the System or separately. Further, in the event that you subscribe for access to the Videos, as described in Section 9 below, the Services shall also include the Videos and your access to the Videos. These Terms, together with any applicable scope of work, order form, pricing details and other terms contained on the acceptance page referencing these Terms, any amendments thereto and any operating rules or policies that may be published from time to time by FieldFlo, constitute the “Agreement.” All statements of work, order forms, acceptance documents and other transaction documents making up the Agreement are referred to herein as the “Transaction Documents.”

Access and Use.
1. Grant of Access; Documentation License. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of the Agreement, FieldFlo hereby grants you a non-exclusive, non-transferable right to access and use, and agreement to provide to you, the Services during the Term (defined below), solely for use by Authorized Users (or your then-current employees with respect to the Videos) in accordance with the terms and conditions herein. Such use is limited to your internal business use. FieldFlo shall provide to you the necessary network links or connections to allow you to access the Services and provide each of your Authorized Users a password. In addition, subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of the Agreement, FieldFlo hereby grants to you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation (defined below) during the Term solely for your internal business purposes in connection with your use of the Services. “Authorized User” means Client’s employees, consultants, contractors, and agents who are authorized by Client to access and use the Services under the rights granted to Client pursuant to the Agreement. The number of Authorized Users authorized at any given time shall be as set forth in the Agreement. Notwithstanding the foregoing, in the event that you subscribe for access to the FieldFlo Safety Academy, as further described in Section 9 below, access to the Videos (defined below) will be provided to all your employees and the Video Fees (defined below) will be calculated based on your total number of employees. You must notify us if the total number of Authorized Users or employees changes. Such change will not affect the Fees (defined below) owed in the then-current Term, but may affect Fees owed in subsequent Renewal Terms.
2. Restrictions. You shall not use the Services or Documentation for any purposes beyond the scope of the access granted in the Agreement. In addition, you shall not at any time, directly or indirectly, and shall not permit any Authorized Users, employees or any other individual, business, corporation, partnership, association, limited liability company, trust or other legal entity (each, a “Person”), to:
  1. copy, modify, translate or create derivative works of the Services or Documentation, in whole or in part, except as expressly set forth in Section 3.2;
  2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, pledge, encumber, transfer, or otherwise make available any of the Services or Documentation to any Person , including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service, or otherwise provide the Services or Documentation for the benefit of a third party, unless expressly permitted in this Agreement;
  3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to discover or to derive or gain access to any component of the Services (including, without limitation, the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Services), in whole or in part;
  4. remove any of FieldFlo’s proprietary notices, labels or trademarks from the Services or Documentation;
  5. use the 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 statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction (collectively, “Law”) including, without limitation, in connection with the delivery or transmission of unsolicited messages (commercial or otherwise) or spamming that is in violation of applicable Law;
  6. use the Services to store or process any data that FieldFlo has expressly identified as prohibited in the Documentation, any applicable Authorized Use Policy, or other written instruction to you, or input any data into the Services that you are not authorized to share under applicable law or your own obligations to third parties;
  7. impersonate any other person or entity or misrepresent affiliation with any other person or entity;
  8. use the Services to create, store, or distribute any content that is unlawful, fraudulent, defamatory, harassing, threatening, or that violates any third party’s rights, or that otherwise violates the FieldFlo’s Documentation or any Acceptable Use Policy;
  9. transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, trade secret, or right of publicity and privacy;
  10. access or use the Services for purposes of competitive analysis, benchmarking, the development or provision of a competing product or service, or any other purpose that is to the FieldFlo’s detriment or commercial disadvantage, as determined by FieldFlo in its sole discretion;
  11. share access credentials for the Services, allow the shared use of Authorized User logins, or exceed the agreed upon number of Authorized Users;
  12. otherwise access or use the Services beyond the scope of the authorization granted under the Agreement;
  13. use any data obtained from or through the Services, including, without limitation any AI Outputs, reports, analytics, or other materials generated by the Services, to train, fine-tune, validate, or otherwise develop any artificial intelligence model, machine learning model, neural network, or similar technology, whether owned by Client or any third party, without FieldFlo’s prior written consent;
  14. access or interact with the Services using any artificial intelligence agent, automated tool, or similar technology, except as expressly permitted by FieldFlo in writing or through features made available within the Services;
  15. use any robot, spider, scraper, or other automatic device, process, or means to access the Services, or to scrape or mine the Services;
  16. engage in “screen scraping,” “database scraping,” or harvesting of any information or data (including email addresses, IP addresses, or other personal information);
  17. access the Services using means to mask, rotate, spoof, or otherwise obscure the user’s IP address or identity; or
  18. publish or disclose to any third party any performance data, benchmarks, or results of any testing or evaluation of the Services without FieldFlo’s prior written consent.
3. Reservation of Rights. FieldFlo reserves all rights not expressly granted to you in the Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, license or interest in or to FieldFlo IP or any Third-Party Material (each as defined below).
4. Suspension. Notwithstanding anything to the contrary in the Agreement and in addition to any other rights or remedies FieldFlo may have under the Agreement or at law or in equity, FieldFlo may temporarily suspend Client’s and any Authorized User's and employee’s access to any portion or all of the Services if: (a) FieldFlo reasonably determines that (i) there is a threat or attack on any of the FieldFlo IP; (ii) Client’s or any Authorized User's or employee’s use of the FieldFlo IP disrupts or poses a security risk to FieldFlo, the FieldFlo IP or to any other customer or vendor of FieldFlo; (iii) Client or any Authorized User or employee is using the FieldFlo IP for fraudulent or illegal activities or in a manner prohibited by the Agreement; (iv) subject to applicable Law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) your use of the Services may subject FieldFlo or any third party to liability; (vi) your use of the Services exceeds applicable usage limits, capacity thresholds, or rate limits, if any; (vii) your data, content, or use of the Services is the subject of a third-party claim of infringement, misappropriation, or other violation of such third party’s rights; or (viii) FieldFlo's provision of the Services to Client or any Authorized User or employee is prohibited by applicable Law; (b) any vendor of FieldFlo has suspended or terminated FieldFlo's access to or use of any third-party services or products (including, without limitation, Third-Party Materials) required to enable Client to access the Services; or (c) in accordance with Section 4.3 (any such suspension described in subclause (a), (b), or (c), a “Service Suspension”). FieldFlo shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Services following any Service Suspension. FieldFlo shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. FieldFlo will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User or employee may incur as a result of a Service Suspension.
5. Changes. FieldFlo may change the System, the Platform or any other Services at any time, including the availability of any feature, database, or content including, without limitation, Third-Party Materials. FieldFlo may also impose limits on certain features and Services or restrict your access to parts or all of the System, the Platform and any other Services without notice or liability to you.
Client Responsibilities, Representations and Warranties.
1. Client Provided Information. You are solely responsible for the accuracy, quality, and legality of the Client Data (defined below) and for obtaining all rights, consents, permissions, and authorizations necessary to provide the Client Data to FieldFlo and to permit FieldFlo to use the Client Data as contemplated under the Agreement. You represent, warrant and agree that (a) you have all rights, consents, permissions, and authorizations necessary to provide and use the Client Data in connection with the Services; (b) neither the Client Data nor your or FieldFlo’s permitted use of the Client Data in accordance with this Agreement will infringe, misappropriate, or otherwise violate any third-party rights or applicable law or regulation; (c) to the extent Client Data includes data originating from third-party platforms, integrations, or services, you have obtained all necessary rights and permissions to transmit such data to the Services or FieldFlo and no terms governing such third-party platforms restrict FieldFlo’s use of such data as contemplated under this Agreement; (d) you will not transmit, upload, or otherwise make available to the Services or FieldFlo any data that you do not have the lawful right to share; (e) you will not transmit, upload, or otherwise make available to the Services or FieldFlo any personally identifiable information (including, without limitation, social security numbers) or other sensitive or Confidential Information unless specifically required to use the Services or permitted by FieldFlo in writing; and (f) you will update such Client Data as necessary in order to maintain such information’s accuracy. FieldFlo is not obligated to verify, audit, or monitor the Client Data for accuracy, legality, or compliance with third-party rights.
2. Client Account. As part of the registration process, you have identified, or will identify, each Authorized User and an email address and password for the account associated with the Services to be provided to you and your Authorized Users under the Agreement. You are solely responsible for maintaining, and for ensuring that your Authorized Users maintain, the security of FieldFlo account(s), passwords, and files.
3. Use of Services. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users and employees, and any act or omission by an Authorized User or employee that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users and employees aware of the Agreement's provisions as applicable to such Authorized User's or employee’s use of the Services, and shall cause Authorized Users and employees to comply with such provisions. If required by FieldFlo, you shall ensure that all Authorized Users and employees sign or otherwise agree to all terms of use, whether in the Agreement or otherwise, that apply to their use of the Services.
4. Third-Party Materials. For purposes of the Agreement, “Third-Party Materials” means materials and information, in any form or medium, including, without limitation, any software (including open source software), documents, data, content, specifications, products, equipment, websites, links, or components that are not proprietary to FieldFlo. Without limiting the foregoing, Third-Party Materials include the Videos (defined below). FieldFlo may from time to time recommend Third-Party Materials or make Third-Party Materials available to Client. Such Third-Party Materials may or may not be used in connection with the Services or incorporated into the Services. All Third-Party Materials are provided pursuant to the terms and conditions of the applicable third-party license agreement. Client shall comply with all such third-party license agreements and any breach by Client thereof will be deemed a breach of the Agreement.
5. Hosting. FieldFlo uses a third-party hosting provider to host the System, the Platform and the other Services, and for all backups and storage. Currently, the hosting provider is Amazon Web Services, but that may change in the future in FieldFlo’s sole discretion. Hosting, backup and storage services are considered Third-Party Materials and FieldFlo will not be liable to Client for any website failures, internet, power or telecommunication failures, computer viruses or “hacking” incidents that may affect Client’s business in connection with Client’s use of the Services. FieldFlo has disaster recovery resources in place and redundant backups every 15 minutes, but Client is required to safeguard important data, to use caution and not to solely rely in any way on the correct functioning or performance of the Services.
6. Application to Videos. In the event that you subscribe for access to the Videos through the FieldFlo Safety Academy, the obligations and liabilities in this Section 2 shall apply to all your employees and not just your Authorized Users.
Onboarding Training and Support.
1. Training. Unless otherwise explicitly stated elsewhere in the Agreement, FieldFlo will provide you with the opportunity to schedule onboarding trainings (the “Onboarding Trainings”) during the first ninety (90) days of the Term. These Onboarding Trainings will be scheduled at a time determined mutually by you and FieldFlo and will teach Authorized Users how to use the System and Platform. The Onboarding Trainings will be targeted to Authorized Users in similar roles and working in similar processes so not all Authorized Users will attend Onboarding Trainings. The Onboarding Trainings will be tailored by FieldFlo as appropriate to address your specific terminology, business processes, and System configuration.
2. Documentation. FieldFlo will provide you with standard training curriculums and related materials. Such training materials will be delivered to you electronically in the form of PDF or Microsoft Word documents, YouTube training videos, or other format chosen by us. Such training materials, together with all user manuals, handbooks, guides or end user documentation relating to the Services provided by FieldFlo to you either electronically or in hard copy form relating to the Services are referred to collectively herein as the “Documentation.” All Documentation will be provided in English; provided, however, if requested by you and agreed to by us in our sole discretion, we may provide some or all of such Documentation in Spanish. You are solely responsible for any printing, shipping, and copying charges for training materials; provided, however, such printing, shipping and copying is subject to the other terms of the Agreement and is limited to producing and providing Documentation to your Authorized Users subject to the terms of the Agreement.
3. Train-The-Trainer (FieldFlo Guru). Following the Onboarding Trainings, you will be responsible for training Authorized Users and applicable employees on the use of the Services. You must promptly designate in writing one “FieldFlo Guru” who will be responsible for training and supporting your Authorized Users and applicable employees. In addition to the Onboarding Trainings, FieldFlo will provide this FieldFlo Guru with 1 (one) Train-The-Trainer Super User Training session (the “Train-The-Trainer Session”), which will be provided remotely. The FieldFlo Guru will be required to train all of your Authorized Users and applicable employees following the completion of the Onboarding Trainings. In the event that the FieldFlo Guru stops working for Client, or Client desires to appoint an alternative FieldFlo Guru, FieldFlo will provide the new FieldFlo Guru with a Train-The-Trainer Session at FieldFlo’s then current hourly rate.
4. Support. Following the Onboarding Trainings, any questions that the Client, the Authorized Users or applicable employees have, or support that they need, regarding the use of the System, the Platform or any other Services must first be directed to the FieldFlo Guru. The FieldFlo Guru will use best efforts to assist with resolution of the question or other issue. In the event that the FieldFlo Guru is not able to answer the question or provide the support the Client, the Authorized Users or applicable employees need, the FieldFlo Guru may contact FieldFlo by phone or email using the contact information that FieldFlo will provide to the FieldFlo Guru. FieldFlo will use commercially reasonable efforts to promptly resolve such question or issue; provided, however, you acknowledge that FieldFlo may prioritize questions and request for support based on their importance, as determined by FieldFlo.
Fees and Payment.
1. Fees. You shall pay FieldFlo an annual subscription fee (the “Subscription Fee”) plus any additional fees for Services (the “Additional Fees” and together with the Subscription Fee and, if applicable, Video Fees, the “Fees”) in the amounts shown in the “Pricing Details” section of the Agreement without offset or deduction. The Additional Fees shall include, without limitation, the applicable fees for accessing the Videos (the “Video Fees”) in the event that you choose to include access to the Videos in the Services you will receive. Unless otherwise stated in the Agreement, the Fees shall be paid by Client in annual installments, with the first such payment due on the date that you accept these Terms (the “Effective Date”) and each subsequent payment due on each anniversary date thereafter. Unless otherwise specifically stated in the Agreement, the Fees will be automatically increased by 5% every twelve (12) months during the Term. Unless we agree otherwise in writing, all payments shall be made in US dollars via ACH payment pursuant to an ACH authorization, in a form provided by us, to be signed by you in connection with the Agreement. Fees for the Services are PREPAID and NON-REFUNDABLE unless otherwise explicitly stated in the Agreement.
2. Fees for Additional Services. In the event that you request, and FieldFlo agrees to provide, additional services not described in the Agreement, those services will be billed at FieldFlo’s then-current hourly rate. Additional services may include, without limitation, custom configuration, custom development, additional training, and additional deployment support.
3. Failure to Pay. If you fail to make any payment when due, without limiting FieldFlo’s other rights and remedies: (a) FieldFlo may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (b) Client shall reimburse FieldFlo for all costs incurred by FieldFlo in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for five (5) days or more, FieldFlo may suspend Client’s and its Authorized Users' and any additional employees’ access to any portion or all of the Services until such amounts are paid in full.
4. Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on FieldFlo’s income.
5. Disputed Fees/Billing Inquiries. It is Client’s obligation to review all Fees, invoices and payments for accuracy. Client has thirty (30) days from the date of billing to contact FieldFlo and/or dispute the Fees or other charges.
6. Auditing Rights and Required Records. You agree to maintain complete and accurate records during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. FieldFlo may, at its own expense, on reasonable prior notice, periodically inspect and audit Client’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Client has underpaid FieldFlo with respect to any amounts due and payable during the Term, Client shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 4.3. Client shall pay for the costs of the audit if the audit determines that Client’s underpayment equals or exceeds 5% for any year. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.
Confidential Information.
1. From time to time prior to or during the Term, either you or we may disclose or make available to the other Confidential Information. “Confidential Information” means all non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Agreement that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.. Without limiting the foregoing, Client acknowledges that the terms of the Agreement, all FieldFlo IP (defined below), and any other proprietary information relating to FieldFlo’s business, products, or operations are the Confidential Information of FieldFlo. Client’s Confidential Information is limited to information that Client designates in writing as confidential at the time of disclosure, excluding in all cases (a) Usage Data, (b) Deidentified Client Data, (c) Feedback, and (d) any data or information that is not Confidential Information pursuant to the terms of the Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is rightfully obtained by the Receiving Party on a non-confidential basis from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
2. Except as otherwise specifically permitted herein, the Receiving Party shall (a) only use the Disclosing Party’s Confidential Information for the purposes of exercising its rights and performing its obligations under, and as authorized by, this Agreement, (b) not disclose the Disclosing Party’s Confidential Information to any third party except as expressly permitted herein, and (c) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
3. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any Person, except to the receiving party's officers, directors, managers, employees, contractors, agents and legal advisors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder, and who are bound by obligations of confidentiality no less protective than those set forth herein. Notwithstanding the foregoing, either of us may disclose Confidential Information of the other to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable Law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under the Agreement, including to make required court filings.
4. Upon request from the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the Receiving Party shall not be required to destroy any electronic copy of the Disclosing Party’s Confidential Information that is created pursuant to the Receiving Party’s standard electronic backup and archival procedures and stored until the ordinary course deletion thereof. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire one (1) year from the date first disclosed to the Receiving Party. Notwithstanding the foregoing, FieldFlo is free to use for any purpose any general ideas, concepts, know-how, methodologies, techniques, or experience that are retained in the unaided memory of its personnel who have had access to Client’s Confidential Information, provided that this right does not constitute a license to any of Client’s patents, copyrights, or other intellectual property rights.
Intellectual Property.
1. FieldFlo IP. FieldFlo retains all right, title, and interest (including all patent, copyright, trademark, trade secret, database, moral, and other intellectual property and proprietary rights) in and to the FieldFlo IP. “FieldFlo IP” means the Services, the Documentation, the Technology, all analyses, derivative works, models, and model weights related thereto, and Deidentified Client Data. “Technology” means the software, algorithms, machine learning and artificial intelligence models (including model weights, parameters, and training data), documentation, tools, APIs, deliverables, and all related and underlying technology, infrastructure, and intellectual property in any FieldFlo offerings, including all derivative works, modifications, improvements, and enhancements thereof. Except for the limited rights expressly granted to Client under this Agreement, no right, title, or interest in or to the Services, the Documentation, the Technology, or any other FieldFlo intellectual property is granted to Client, whether by implication, estoppel, or otherwise.
2. Client Data. You hereby grant to FieldFlo a non-exclusive, royalty-free and fully paid, sublicensable (through multiple tiers, including to affiliates, subcontractors, and successors), transferable, worldwide license to access, collect, reproduce, distribute, create derivative works of, publicly display, publicly perform, and otherwise use the Client Data for any purpose related to (a) providing, maintaining, supporting, and securing the Services; (b) developing, improving, and enhancing FieldFlo’s products, services, technologies, and offerings; (c) operating FieldFlo’s business; (d) exercising FieldFlo’s rights under the Agreement; (e) generating analytics, benchmarks, insights, reports, recommendations, or other outputs; (vi) creating Deidentified Client Data; (f) combining Client Data with data from other sources to create aggregated datasets; and (g) training machine learning and artificial intelligence models. The licenses granted in clauses (b) – (g) shall be perpetual and irrevocable and shall survive any termination or expiration of the Agreement. As between you and FieldFlo, you retain ownership of Client Data in the form originally provided to FieldFlo, and FieldFlo owns all right, title, and interest in and to all analyses, derivative works, models, model weights, and Deidentified Client Data generated by or through the Services, free of any Client claims. “Client Data” means any data, data files of any type, content or materials, in any form or medium, that are transmitted, uploaded or otherwise made available to the Services or to FieldFlo by or on behalf of Client in connection with Client’s use of the Services, excluding Usage Data, Deidentified Client Data, and Feedback (each as defined below).
3. Deidentified Client Data. As between Client and FieldFlo, FieldFlo owns all Deidentified Client Data and all derivative works thereof, free of any Client claims. Client agrees that FieldFlo may make Deidentified Client Data available to third parties and use Deidentified Client Data for any and all purposes during and after the Term. Deidentified Client Data shall not constitute Client Data. To the extent Client has any intellectual property rights in or to the Deidenfitied Data, Client hereby grants to FieldFlo a non-exclusive, irrevocable, perpetual, sublicensable (through multiple tiers), assignable, worldwide, royalty-free and fully paid license to reproduce, distribute, modify, and otherwise use and display the Deidentified Data for any and all purposes. “Deidentified,” with regard to data, means data that has been processed to remove or obscure identifying information such that it does not reasonably identify a particular individual or entity, including data that has been aggregated and/or anonymized.
4. Usage Data. FieldFlo may collect, store, and use data related to or derived from the operation of the Services or Client’s, Authorized Users’ or employees’ use of the Services, including metadata, telemetry, technical logs, object definitions, usage patterns, feature interaction data, and performance information (“Usage Data”). Usage Data does not include or constitute Client Data. As between the parties hereto, FieldFlo owns all right, title, and interest in Usage Data.
5. Feedback. You and your Authorized Users and employees may (but are not obligated to) provide FieldFlo suggestions, comments, recommendations, or other feedback relating to the Services or other FieldFlo offerings (“Feedback”). You hereby grant to FieldFlo a perpetual, irrevocable, non-exclusive, royalty-free and fully paid, sublicensable (through multiple tiers), transferable, worldwide license to use, reproduce, modify, distribute, and create derivative works of Feedback for any purpose. FieldFlo has the right, but not the obligation, to use Feedback in any way without attribution, accounting, compensation, or other obligation to you or your Authorized Users or employees. You acknowledge that any Feedback is provided voluntarily and without expectation of compensation or confidential treatment.
6. Trademarks. “Maker System,” “FieldFlo,” “FloTime,” “FieldFlo Safety Academy, and all related other trademarks, service marks and logos (both words and design and whether registered or not) are the property of FieldFlo, and may not be copied, imitated or used, in whole or in part without FieldFlo’s prior express written consent unless otherwise explicitly stated herein. Client hereby provides FieldFlo a license to use Client’s name and trademarks to the extent necessary to perform the Services.
Use of AI.
1. AI Outputs. The Services include AI-assisted functionality that generates or suggests content, completes fields, or otherwise processes inputs you and others provide (“AI Outputs”). The Services may also use AI-assisted functionality to make recommendations and suggestions, to summarize information and to analyze data. AI Outputs are generated automatically based on inputs from you and others, and system models; they may be inaccurate, incomplete, or not fit for a particular purpose. You are SOLELY responsible for reviewing, validating, and using AI Outputs prior to any use or reliance, and for ensuring that your authorized users do the same. FieldFlo disclaims all liability arising from your use of or reliance on AI Outputs, and FieldFlo makes no representation that AI Outputs that are generated specifically from your inputs are unique to you; substantially similar or identical outputs may be independently generated for other clients.
2. AI Inputs. Without limiting your obligations under Sections 2.1 or 7.1, you are solely responsible for the legality, accuracy, and permitted use of any inputs you or others provide for AI assisted functionality within the Services. You represent and warrant that you have all necessary rights, permissions, and authorizations to submit such inputs and to permit FieldFlo’s processing thereof, including any processing by underlying third-party model providers.
3. AI Limitations. AI Outputs are probabilistic, may contain errors, bias, or hallucinations, may be inaccurate, incomplete, misleading, or unreliable, may incorporate or resemble third-party content, and are not guaranteed to be unique or free of errors. We do not guarantee correctness, completeness, or suitability for any purpose. Do not rely on AI Outputs as a sole source of truth. The Services do not provide legal, medical, financial, or other professional advice. You are responsible for independent verification and for obtaining advice from qualified professionals where appropriate. You must not use AI Outputs (including, without limitation, in safety-critical or high-risk applications) without appropriate safeguards and human oversight.
4. Restrictions on AI Use. You shall comply with all AI-specific acceptable use restrictions set forth in the Documentation and any applicable Acceptable Use Policy, as updated from time to time, including any restrictions imposed by underlying third-party model providers. Without limiting the restrictions set forth in Section 2.1, you shall not (a) use AI-enabled features to generate unlawful, infringing, or harmful content, (b) use AI Outputs in regulated decision-making contexts without appropriate human review and oversight, (c) permit any AI agent, automated system, or autonomous process to access or interact with the AI-enabled features of the Services without FieldFlo’s prior written authorization, or (d) attempt to reverse engineer, extract, infer, or reconstruct the architecture, weights, parameters, or training data of any model used in connection with the Services.
5. Processing. FieldFlo’s use of AI functionality may rely on third-parties to process Client Data. FieldFlo’s provision of Client Data to such third parties will comply with FieldFlo’s Privacy Policy and Information Security Policy except to the extent the same may be modified by the Agreement. FieldFlo will use commercially reasonable efforts to ensure that: (a) such third-party AI providers do not use Client Data to train or improve models unrelated to FieldFlo; (b) processing of Client Data by such third parties is limited to what is necessary for the applicable feature’s operation; and (c) Client Data is encrypted. FieldFlo will maintain an updated list of AI vendors available to you upon request. FieldFlo is not responsible for the actions or omissions (including, without limitation, the temporary unavailability) of such third-party AI services.
Term and Termination.
1. Term. The initial term of the Agreement begins on the Effective Date and, unless terminated earlier pursuant to the Agreement's express provisions, will continue in effect for one (1) year from such date (the “Initial Term”). The Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either FieldFlo or Client gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
2. Termination. In addition to any other express termination right set forth in the Agreement:
  1. Either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) days (or five (5) days in the event of a failure to make payment when due) after the non-breaching party provides the breaching party with written notice of such breach; or
  2. Either party may terminate the Agreement, effective immediately upon written notice to the other party, if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
  3. FieldFlo may terminate the Agreement at any time for any reason or no reason upon written notice to Client.
3. Effect of Termination. Upon expiration or earlier termination of the Agreement, you shall immediately discontinue use of the Services (except as permitted by Section 8.4), the FieldFlo IP and any Third-Party Materials and, without limiting your obligations under Section 5 of these Terms, you shall delete, destroy, or return all copies of the FieldFlo IP and any Third-Party Materials and certify in writing to FieldFlo that the FieldFlo IP and any Third-Party Materials have been deleted or destroyed. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund; provided, however, in the event that FieldFlo terminates this Agreement pursuant to Section 8.2.3 above, FieldFlo shall refund to you any prepaid Fees for unused Services. In no event will termination relieve Client of its obligation to pay any Fees owed to FieldFlo for Services provided prior to the date of termination.
4. Deletion of Client Data. It is Client’s responsibility to export its own Client Data using export features in the different modules of the System, as well as running closeout reports for all projects. FieldFlo shall maintain the Client Data for thirty (30) days after termination of the Agreement, and you are permitted to use the Services during this time solely to export your Client Data. Following such thirty (30) day period FieldFlo may delete the Client Data with no liability to Client.
5. Survival. All sections of the Agreement which by their nature should survive termination will survive termination of the Agreement including, without limitation, Sections 1.2, 1.3, 2, 4-7, 8.3, 8.4, 8.5, 9.2 and 10-13.
Optional Safety Academy Subscription. FieldFlo provides its clients the option to subscribe to the FieldFlo Safety Academy, which provides employees of such clients access to certain safety and other videos (the “Videos”) created and provided by GotSafety, LLC, a Utah limited liability company (“Got Safety”). In the event that Client, as part of the Services, subscribes for the FieldFlo Safety Academy and access to the Videos, this section shall apply to Client’s subscription for and use of the Videos.
1. Grant of Access. Subject to and conditioned on your payment of the Video Fees and compliance with all other terms and conditions of the Agreement, FieldFlo hereby grants you, during the Term, a non-exclusive, non-transferable right to access and view the Videos. The Videos shall be used solely by your then-current employees in accordance with the terms and conditions of the Agreement. Such use is limited to use by your employees solely in connection your internal business purposes. In the event that GotSafety requires you to sign or otherwise agree to a license or similar agreement with respect to the Videos, or imposes terms related to your use of the Videos, you agree to do so or forfeit your right to access and use the Videos.
2. No Warranty. Without limiting Section 10 below, YOU ACKNOWLEDGE AND AGREE THAT THE VIDEOS ARE THIRD-PARTY MATERIALS AND THAT THEY ARE PROVIDED TO YOU “AS IS.” You further acknowledge and agree that the Videos are provided to you by FieldFlo pursuant to the terms of a separate agreement between FieldFlo and GotSafety. Neither FieldFlo nor GotSafety are providing any warranties with respect to the Videos. FieldFlo is not responsible for the content of the Videos or for ensuring that the content is accurate and complete. FieldFlo does not guarantee that the Videos will be available at all times and is under no obligation to notify you if the Videos are modified or deleted, or if new Videos are added. FieldFlo will choose which Videos to include in the Services in its sole discretion.
3. Termination. Without limiting Section 8, FieldFlo may terminate your right to view the Videos without terminating any other Services or the Agreement, at any time and for any reason including, without limitation, in the event that the agreement between FieldFlo and GotSafety is terminated, or FieldFlo’s access to any or all of the Videos is suspended or terminated.
Disclaimer of Warranties.
1. CLIENT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THE Services (INCLUDING, WITHOUT LIMITATION, ALL AI OUTPUTS) WILL BE AT ITS OWN RISK AND THAT THE Services ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” FieldFlo HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FieldFlo SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FieldFlo MAKES NO WARRANTY OF ANY KIND THAT THE Services (INCLUDING, WITHOUT LIMITATION, ALL AI OUTPUTS) or the FieldFlo IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET Client’s OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
2. CLIENT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY FIELDFLO, ITS OFFICERS, MANAGERS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS SUPPORT CENTER AND CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE, OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE SERVICES. CLIENT SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CLIENT SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
3. THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENT OR CLIENT’S USE OF THE SERVICES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CLIENT. IN SUCH EVENT, FIELDFLO’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
4. FIELDFLO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY MATERIALS AND WILL NOT BE LIABLE FOR ANY SOFTWARE, PRODUCTS, SERVICES, VIDEOS, AI OUTPUTS OR SYSTEMS CLIENT RECEIVES FROM THIRD PARTIES OR ACCESSES THROUGH THE SERVICES OR FIELDFLO. All disclaimers of warranties and limitations of liability in the Agreement shall also apply to Third-Party Materials.
Limitation of Liability.
1. FIELDFLO, ITS OFFICERS, MANAGERS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CLIENT’S, ITS AUTHORIZED USERS’ OR ITS EMPLOYEES’ USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT FIELDFLO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. FIELDFLO, ITS OFFICERS, MANAGERS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY FIELDFLO FROM CLIENT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
2. IN ADDITION, CLIENT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
3. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES AND THE CAP ON LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CLIENT. IN SUCH EVENT, THE LIABILITY OF FIELDFLO, ITS OFFICERS, MANAGERS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THE AGREEMENT AND SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Indemnification.
1. CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD FIELDFLO AND ITS MANAGERS, OFFICERS, EMPLOYEES AND AGENTS (the “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES AND COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF OR RELATING TO: (A) CLIENT’S BREACH OF THE AGREEMENT; (B) THE USE OF THE SERVICES BY CLIENT, AN AUTHORIZED USER, AN EMPLOYEE, OR ANY OTHER THIRD PARTY RECEIVING ACCESS TO THE SERVICES BY OR THROUGH CLIENT; (C) ANY THIRD PARTY’S USE OF CLIENT’S PRODUCTS OR SERVICES OR MANUFACTURE OF CLIENT’S PRODUCTS INCLUDING SUCH CLAIMS THAT MAY BROUGHT BY ANY OF CLIENT’S OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR ASSIGNS and Client’s payroll provider; and (D) Client’s violation of any Laws. CLIENT’S INDEMnification obligations in this section shall be limited to THE EXTENT THE FOREGOING DIRECTLY RESULT FROM FIELDFLO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
2. FieldFlo or the applicable Indemnified Party shall provide Client with prompt written notice of any claim for which indemnification is sought. Client shall have the right to assume and control the defense and settlement of any claim using counsel of its choosing. Client shall not agree to any settlement that imposes non-monetary obligations on FieldFlo or any other Indemnified Party, requires any admission of fault, or does not include an unconditional release of FieldFlo and any other Indemnified Party, without FieldFlo and the Indemnified Party's prior written consent. FieldFlo and each applicable Indemnified Party may participate in the defense at its own expense in an advisory capacity. Client shall provide reasonable cooperation to FieldFlo or any other Indemnified Party at Client’s expense and shall take reasonable steps to mitigate losses.
3. Client agrees that it will be responsible for the attorneys’ fees and costs incurred by an Indemnified Party in defending itself against any claim to which such Indemnified Party is entitled to indemnification pursuant to the Agreement.
4. The indemnity obligations of Client hereunder will be in addition to any liability which Client may otherwise have to FieldFlo and will be binding upon Client and inure to the benefit of any successors and assigns of FieldFlo.
Miscellaneous.
1. Entire Agreement and Binding Effect. The Agreement is the final integration of the agreement between FieldFlo and Client with respect to the matters covered by it and supersedes any prior understandings or agreements, oral or written, with respect thereto. The provisions of the Agreement shall inure to the benefit of, and be binding on, the parties and their successors, assigns, employees, legal representatives, heirs, distributees, and transferees.
2. No Assignment. You may not assign any of your rights or delegate any of your obligations under the Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of FieldFlo. Any change of control of Client shall be deemed an assignment requiring FieldFlo’s prior written consent. For purposes of this provision, “change of control” means (a) any merger, consolidation, or acquisition involving Client, (b) any sale of all or substantially all of Client’s assets, (c) any transfer, whether in a single transaction or a series of related transactions, of more than 50% of the voting securities or equity interests of Client, or (d) any other change in the power to direct or cause the direction of the management or policies of Client, whether through ownership of securities, by contract, or otherwise. Any purported assignment or delegation in violation of this Section will be null and void.
3. Governing Law, Jurisdiction and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts to be performed solely within such state. The District Court of the City and County of Denver, State of Colorado, shall have exclusive jurisdiction, including in personam jurisdiction, and shall be the exclusive venue for any and all controversies and claims arising out of or relating to the Agreement that are not subject to arbitration pursuant to Section 13.4 below.
4. Arbitration. The parties to the Agreement expressly agree that any dispute, claim or controversy arising out of or relating to the Agreement (each, a “Dispute”) shall be determined by binding arbitration pursuant to the Colorado Revised Uniform Arbitration Act, C.R.S. § 13-22-201, et seq., and in conformance with the Commercial Arbitration Rules of the AAA. The location of all arbitration proceedings shall be Denver, Colorado. Any Dispute shall be determined by one (1) arbitrator selected by mutual agreement of the parties. If the parties are not able to expeditiously agree upon the arbitrator, an arbitrator shall be determined by striking names from a list of potential arbitrators provided by the AAA. All arbitrators selected shall be independent of the parties to the Agreement. Any questions regarding the arbitrability of a Dispute or the claims asserted therein shall be resolved by the arbitrator. Arbitration shall be conducted expeditiously as time shall be deemed to be of the essence in determining any matters subject to arbitration. The decision or award of the arbitrator shall be final and binding upon the parties to same extent and to the same degree as if the matter had been adjudicated by a court of competent jurisdiction. The costs and expenses of the arbitration and of the prevailing party (including reasonable attorneys’ fees) shall be paid by the non-prevailing party. The parties expressly incorporate the bar on punitive damages set forth in C.R.S. § 13-21-102(5) and each party knowingly waives any alleged right to recover an award of punitive damages from the other regardless of the nature of the Dispute. The foregoing will not prevent any party from seeking a temporary restraining order or a preliminary injunction.
5. Waiver of Jury Trial and Class Action. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. Client waives any right to bring or participate in any class action, collective action, consolidated action, or representative action against FieldFlo in connection with any dispute arising out of or relating to the Agreement. In the event of arbitration, the arbitrator shall have no authority to conduct any form of class, collective, or representative arbitration.
6. Amendment. FieldFlo may amend the Agreement at any time by providing written notice of such amendment at least thirty (30) days prior to the effective date of the amendment. Without limiting the foregoing and notwithstanding Section 13.10, this notice may be provided through the System or the Platform. In the event such amendment will have a material adverse effect on you, you may notify us in writing during the thirty (30) notice period of your desire to terminate the Agreement because of the amendment, and the Agreement will terminate upon our receipt of such notice. If you fail to give us notice of termination within such thirty (30) day period, you shall be deemed to have consented to the amendment and will be required to abide by and be bound by the amendment. The foregoing shall not affect our ability to amend the Agreement upon renewal.
7. Waiver and Severability. No waiver of any default or breach of any agreement or provision herein contained shall be deemed a waiver of any other default or breach thereof or of any other agreement or provision herein contained. If any provision or portion of a provision of the Agreement is declared void and/or unenforceable, the parties shall negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. The Agreement shall otherwise remain in full force and effect.
8. Order of Precedence. In the event of a conflict between these Terms, any Transaction Document, and any related documents, the following order of precedence shall apply: (a) the applicable Transaction Document, (b) these Terms, (c) FieldFlo’s published policies, including any Acceptable Use Policy and Privacy Policy (except to the extent the terms of such Privacy Policy are required by applicable Law). For the avoidance of doubt, no Transaction Document may modify or supersede Sections 1.2, 2, 6, 7, 10, 11, or 12 of these Terms unless the Transaction Document expressly references the applicable Section by name and is signed by an authorized representative of FieldFlo.
9. Attorneys' Fees and Costs. In the event any suit or other action is commenced to construe or enforce any provision of the Agreement, the prevailing party shall be awarded reasonable attorneys' fees and court costs, in addition to all other relief to which such party shall be entitled.
10. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and if to FieldFlo, addressed to 2701 Lawrence Street, Denver CO 80205, and if to Client, addressed to the address provided by you to FieldFlo as part of the Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.
11. Force Majeure. In no event shall FieldFlo be liable to Client, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any circumstances beyond FieldFlo’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
12. Export Regulation. Client shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Client Data outside the US.
13. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
14. Equitable Relief. Client acknowledges and agrees that a breach or threatened breach by Client of any of its obligations under Section 1.2, Section 5 or Section 6 would cause FieldFlo irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach and notwithstanding Section 13.4, FieldFlo will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
15. Independent Contractor Relationship. No agency, partnership, joint venture or employment is created as a result of the Agreement, and Client does not have any authority of any kind to bind FieldFlo in any respect whatsoever.