THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND FLICENT INC., A DELAWARE CORPORATION DOING BUSINESS AS “FIELDPULSE” (“COMPANY”, “WE”, OR “US”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Service”), govern your access to and use of FIELDPULSE.com, including any content, functionality, and services offered on or through FIELDPULSE.com (the “Website”) and the FIELDPULSE application(s) (collectively, the “Application” and together with the Website, the “Platform”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “PLATFORM” INCLUDE ALL SERVICES THAT WE MAY PROVIDE TO YOU, INCLUDING, WITHOUT LIMITATION, SAAS SUBSCRIPTION SERVICES, ADD-ON PRODUCTS, AND SUCH OTHER PRODUCTS OR SERVICES AS WE MAY OFFER (COLLECTIVELY, THE “SERVICES”). BY USING THE SERVICES, YOU ARE AGREEING TO ALL TERMS CONTAINED HEREIN; IF YOU ARE NOT IN AGREEMENT WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE PLATFORM, ANY SERVICES AVAILABLE THROUGH THE WEBSITE OR VIA APPLICATION, OR ANY INFORMATION CONTAINED ON THE PLATFORM.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. General Use

1.1 Company provides content that is copyrighted and/or trademarked work of Company or Company’s third-party licensors and suppliers or other users of the Platform (collectively, the “Materials”) through the Platform and through the Services. The Materials may include, without limitation, graphics, video, images, logos, software and other content. Subject to these Terms and your compliance therewith, Company hereby grants you a limited, internal business, non-exclusive and non-transferable license to use and to display the Materials and to use this Platform solely for your internal business use. You have no other rights on or to the Platform, or to any Materials, other than as expressly set forth in these Terms. You may not edit, copy, reproduce, modify, create derivative works of, alter, enhance, reverse engineer, or in any way exploit any of the Platform or Materials for any purpose other than your internal business use of the Services as permitted by these Terms. In case of breach of any of these Terms, the above license will terminate automatically and any downloaded or printed Materials must be destroyed or returned to us, and you must cease using the Platform immediately.

2. Eligibility

2.1 This Platform is offered and available to users who are 18 years of age or older. If you are using this Platform on behalf of an entity, you confirm that you are authorized to legally bind such entity to these Terms. Further, in order to access the Platform you must have an up-to-date computer with a modern, secure browser, or a mobile device capable of accessing the Application.

2.2 Compliance with these Terms is an absolute requirement for the use of the Platform. If Company believes that you do not meet any requirement or requirements set forth in these terms or that your use of the Platform presents a security, legal, or payment risk, Company may immediately suspend or terminate your use of the Platform. Further, the Company may take remedial action it deems necessary without liability to you, upon any such violation of these Terms.

3. Changes to These Terms

3.1 Company may update these Terms from time to time. If we make a material change, we will notify you by email to the account owner’s address on file, through the Platform, or both, at least thirty (30) days before the change takes effect, except that changes required by law, by a Subprocessor or AI model provider, or to address a security risk may take effect sooner where necessary. The “Last Updated” date above reflects the most recent revision. Your continued access to or use of the Platform or Services after a change takes effect constitutes your acceptance of the updated Terms. If you are on a fixed subscription term and do not agree to a material change, you may notify us in writing before its effective date, in which case the change will apply to you from the start of your next Renewal Term, and you may not use any new feature that is subject to the changed terms in the meantime. Certain features may be subject to additional terms presented when the feature is enabled, which form part of these Terms, and Section 25.17 sets out additional requirements for changes affecting AI Features. Company may also ask your account owner or an administrator to accept updated Terms in the Services and may limit access to the Services until they are accepted.

4. Mobile Applications

4.1 The Company may make available Applications to access the Platform via mobile devices. In order to use the Application you must have a mobile device that is compatible with the Application. Company does not and cannot guarantee that the Application will be compatible with your mobile device. Company hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Application on mobile devices that you or your Authorized Users own or control, solely to access your account for your internal business use. You may not: (i) except to the extent that such restriction is expressly prohibited by law, modify, disassemble, decompile, or reverse engineer the Application; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security or security-related features of the Application, features that prevent or restrict use or copying of any content accessible through the Application, or features that enforce limitations on use of the Application; or (v) delete the copyright and other proprietary rights notices on the Application. You acknowledge that the Company may from time to time issue updated versions of the Application, and may automatically electronically update the version of the Application that you are using on your mobile device. You consent to such automatic updating on your mobile device, and agree that these Terms will apply to all such updates. The aforementioned license grant is not a sale of the Application or any copy thereof, and Company and its third-party licensors or suppliers retain all rights, title, and interest in and to the Application (and any copy of the Application). Standard carrier data charges may apply during use of the Application.

4.2 The following additional terms and conditions apply with respect to Applications that Company provides designed for use on an Apple iOS-powered mobile device (an “iOS App”):

(a) Acknowledgement that these Terms are between you and Company only, and not with Apple, Inc. (“Apple”).

(b) Use of Company’s iOS App must comply with Apple’s then-current App Store Terms of Service.

(c) Company, not Apple, is solely responsible for the iOS App and the Services and Materials available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.

(d) You agree that Company, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection laws or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.

(e) You agree that Company, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.

(f) You confirm that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

(g) You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data provider terms of agreement when using the iOS App).

(h) The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of Company’s iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

4.3 The following additional terms and conditions apply with respect to any Applications that Company provides to you designed for use on an Android-powered mobile device (an “Android App”):

(a) You acknowledge that these Terms are between you and Company only, and not with Google LLC (“Google”).

(b) Your use of Company’s Android App must comply with Google’s then-current Google Play terms of service.

(c) Google is only a provider of the Google Play store where you obtained the Android App. Company, and not Google, is solely responsible for Company’s Android App and the Services and Materials available thereon. Google has no obligation or liability to you with respect to Company’s Android App or these Terms.

(d) You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Company’s Android App.

5. Using the Platform and Services on the Platform

5.1 Account Registration. You do not need to register an account to simply visit and view the Platform. However, in order to access certain password-restricted areas of the Platform and to use certain Services and Materials offered on the Platform, you must register for an account and receive a password. You are responsible for all activities that occur under your account, including liability for any breach of these Terms by any users of your account. You may request a change to an account’s owner by email at support@fieldpulse.com. The change will be effective only after Company has verified the request and received approval from the current account owner or other evidence, satisfactory to Company, that the person requesting the change is authorized to act for the account holder. Notwithstanding the foregoing, Company may terminate or suspend any user account as set forth herein, regardless of ownership.

5.2 Authorized Users. You may permit your employees and contractors to access the Services under your account (“Authorized Users”). You are responsible for your Authorized Users’ compliance with these Terms, and all actions taken by your Authorized Users, or by AI Features acting at an Authorized User’s direction or under your account configuration, are your actions for purposes of these Terms.

6. Password Restricted Areas of this Platform

6.1 In order to register for an account with Company, you must submit the following information through the account registration page on the Platform: name, mobile number, business name, business address, and email address. You may also provide additional optional information which can be helpful in providing you with a more customized experience when using the Platform or Services. Once you have submitted your account registration information, Company shall have the right to approve or reject the requested registration, at Company’s discretion.

6.2 You are responsible for ensuring the confidentiality of your account password, and you are responsible for all activities that occur using your password. You agree not to share your password, let others access or use your password or do anything else that might jeopardize the security of your password. You agree to notify Company if your password on this Platform is lost, stolen, if you are aware of any unauthorized use of your password on this Platform or if you know of any other breach of security in relation to this Platform.

6.3 All the information that you provide when registering for an account and otherwise through the Platform must be accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes or contacting Company using the contact information at the end of these Terms requesting that we make the change.

6.4 If you register for a “beta account” or other pre-release version of the Platform and/or the Services and Materials on the Platform (“Beta Release”), you acknowledge and agree that the Beta Release may contain more or fewer features, or different licensing terms, than a subsequent commercial release version of the Platform and/or Services offered through the Platform. You acknowledge and agree that any “beta account” will automatically convert to a commercial release version account upon the launch date of the Platform and its Services to the public (“Public Launch Date”). If you do not desire to continue using the Platform or its Services after the Public Launch Date, you may contact Company to delete your account. While Company generally intends to distribute commercial release versions of the Platform, the Services and Materials on the Platform, Company reserves the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by Company to be suitable for commercial use, and that it may contain errors affecting its proper operation.

6.5 BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE PLATFORM IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE PLATFORM. WE SPECIFICALLY DISCLAIM ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

7. Memberships

7.1 Membership. By registering for an account with Company, you become a “Member” with access to certain password-restricted areas of the Platform and certain Services and Materials offered on and through the Platform (a “Membership”). Each Membership and the rights and privileges provided to a Member is non-transferable except as permitted under “General.” References in these Terms to a “Membership” mean your subscription to the Services, which is governed by “Subscription Terms” below.

7.2 Membership Fees. The fee that we will charge you for your Membership will be the price posted on the Platform on the date that you register as a Member. Company may change prices as described under “Renewal Terms & Fees” and “Month-to-Month Pricing” below, and does not provide price protection or refunds in the event of promotions or price decreases.

7.3 Payment Methods. You may pay for your Membership fee by credit or debit card (Visa, MasterCard, American Express, or Discover) or by ACH bank transfer, or by other payment methods Company makes available in your country. We will charge your credit or debit card for your first Membership fee on the date that we process your order for your Membership (if you sign-up for a Membership that includes a free-trial period, which does not require payment information as part of sign-up, we will only charge your credit or debit card for your first Membership fee upon the expiration date of the applicable free-trial period if payment information is provided during the free-trial period, or otherwise cancel your account at the end of such free-trial period). Alternatively, we may charge your credit or debit card on the first business day of a calendar month. Once your credit or debit card is charged the first Membership fee (or if you sign-up for a Membership that includes a free-trial period, once we have processed your order for your Membership), you will be able to access those Membership-only portions of, and Materials on, the Platform.

7.4 Automatic Renewal. IMPORTANT NOTICE: FLICENT INC WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP ON EACH APPLICABLE RENEWAL DATE AND WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE FEE AND ANY SALES OR SIMILAR TAXES (UNLESS YOU CANCEL YOUR MEMBERSHIP IN ACCORDANCE WITH THESE TERMS). IF YOU SIGN UP FOR A MEMBERSHIP THAT INCLUDES A FREE-TRIAL PERIOD, YOUR ACCOUNT WILL BE TERMINATED AT THE END OF SUCH FREE-TRIAL PERIOD UNLESS YOU SUBSCRIBE AND PAY FOR A MEMBERSHIP. YOU MAY CANCEL YOUR MEMBERSHIP ON THE TERMS SET FORTH BELOW BY CONTACTING US AT CANCELLATIONS@FIELDPULSE.COM. MONTH-TO-MONTH SUBSCRIPTIONS REQUIRE AT LEAST THIRTY (30) DAYS’ PRIOR WRITTEN NOTICE OF CANCELLATION, AS DESCRIBED UNDER “SUBSCRIPTION TERMS” BELOW. IF YOU CANCEL YOUR MEMBERSHIP, YOU WILL ENJOY YOUR MEMBERSHIP BENEFITS UNTIL THE EXPIRATION OF THE TERM FOR WHICH YOU HAVE PAID.

7.5 Business Closure. If you permanently close your business, you may ask Company to end your subscription by providing valid proof of closure, such as proof of business dissolution filed with the Secretary of State or other governing body, a bankruptcy filing notice, a lease termination agreement, a final tax filing confirmation, a public notice of closure, or confirmation that utility or other services have ended. Fees for the rest of the term remain due, but Company may agree to a reduced amount in its discretion.

7.6 Taxes and Invoices. Applicable sales and use taxes for the purchase of your Membership are based on the mailing address that you provide when you register as a Member, and you authorize the Company to charge your credit or debit card for any such applicable taxes. You may request an invoice for any payments made to Company, but invoices shall not be provided automatically. You are solely responsible for any additional costs from (i) changing the user count of your account, and (ii) any additional Services signed up for with the Company.

7.7 Fleet Tracking. At various times, we will offer third party applications and hardware from Partners, e.g. Fleet Tracking. We reserve the right to continue to charge a business for the pertinent subscription until all applicable hardware is returned to us. At our discretion, we may not hold the customer liable in the event of unforeseen events where proof is provided.

7.8 Collections. If payment is not received for your account’s subscription within reasonable time, we reserve the right to terminate access to the Services and pursue legal action and collection measures to collect payment in full.

7.9 Payment Disputes. If you believe a charge is incorrect, you agree to contact Company support and follow the “Billing Disputes” process below before disputing the charge with your card issuer or bank. If you dispute a valid charge, you remain responsible for the amount charged, and Company may suspend your account until it is paid, pursue collection, and recover its reasonable collection costs, including by reporting the unpaid amount to commercial credit reporting agencies.

8. Subscription Terms

8.1 Term & Duration. The subscription period shall commence on the contract start date specified on your order form, or as otherwise confirmed in writing by Company, provided you have accepted these Terms. If execution occurs after the specified start date, or if a start date has not been designated, the subscription period shall commence upon the later of (i) the date you accept these Terms or (ii) Company’s confirmation of payment receipt. There shall be no provision for you to terminate these Terms prior to the end of a term other than as described herein. Additional users or products (add-ons) may be added by you. The term for additional users or products shall coincide with the current term for your account. In the event you wish to terminate your subscription or an additional user or product subscription at the end of the term, you must provide written notice to cancellations@fieldpulse.com at least sixty (60) days before the end of the applicable term.

8.2 Seats. Subscription to FieldPulse is provided for the duration and number of seats as specified on the applicable order form, agreement, or as otherwise confirmed in writing by Company. Additional seats may be added as required, and Company will invoice for any new seats or products in accordance with the applicable billing schedule.

8.3 Seat Changes. If the number of active users reaches the maximum number of seats allocated or confirmed under the subscription and an additional user is added, the subscription shall be automatically updated to reflect the increased seat count. Conversely, the total number of allocated or billed seats shall remain unchanged when users are deactivated or removed, regardless of billing frequency or renewal term.

8.4 Initial Term and Fees. The initial term of a subscription is one year unless otherwise stated in your order form, and begins on the date described under “Term & Duration” above. Subscription fees are based on the number of users and additional add-on applications. A breakdown of your fees can be found on your applicable order form or ordering page.

8.5 Renewal Terms & Fees. Unless otherwise stated in your agreement, your subscription will automatically renew at the end of the initial one-year term for a duration of one year and then renew again automatically for a duration of one year at the end of each subsequent Renewal Term and shall continue to do so unless you give written notice of non-renewal to cancellations@fieldpulse.com at least sixty (60) days before the end of the then-current term. Notice is effective on the date we receive it, and we will confirm receipt by email. Fees may be increased for any Renewal Term upon sixty (60) days written notice. Before each annual renewal, Company will send a reminder to the account owner’s email address stating the renewal date and the deadline for giving notice of non-renewal.

8.6 Month-to-Month Subscriptions. If your subscription is billed on a month-to-month basis, including any legacy month-to-month plan that is not subject to an annual term, your subscription will automatically renew for successive one-month terms on each monthly billing date until cancelled in accordance with this paragraph. To cancel a month-to-month subscription, or any add-on product under it, you must provide written notice to cancellations@fieldpulse.com at least thirty (30) days before the date on which you want the cancellation to take effect. Cancellation will take effect at the end of the monthly billing period during which the thirty (30) day notice period expires, and you will be charged for, and remain responsible for, all fees for every billing period that begins before the cancellation takes effect. Notice is effective on the date we receive it, and we will confirm receipt by email. Fees paid for month-to-month subscriptions are non-refundable, and no refunds or credits will be issued for partial months or unused time.

8.7 Month-to-Month Pricing. Month-to-month subscriptions are priced at a premium to the rates available for an annual subscription term. The month-to-month premium will not exceed fifty percent (50%) of the then-current annual-term rate for the same users and products, and the rate that applies to you will be shown on your order form, invoice, or pricing notice. For existing month-to-month subscriptions, Company will give at least sixty (60) days’ written notice before any premium or other fee increase takes effect. If you give notice of cancellation under “Month-to-Month Subscriptions” above before the increase takes effect, the increase will not apply to any remaining billing period. You may avoid the month-to-month premium at any time by converting to an annual subscription term, in which case the annual-term rate and the terms that apply to annual subscriptions will apply from the start of the new term.

8.8 Billing. Unless otherwise specified, all prices are quoted in United States Dollars (USD), Australian Dollars (AUD), or New Zealand Dollars (NZD), based on your country of operation. For customers in other countries, charges will be processed in USD. All prices are exclusive of taxes, withholdings, levies, or duties, which are your sole responsibility. If applicable, you will be invoiced upon your acceptance of the subscription for your initial term and implementation of which payment shall be due within 15 days of the invoice date (or earlier if detailed on your applicable order form). If applicable, taxes shall be assessed on your invoice to comply with sales tax laws and regulations in your country. Your implementation shall be suspended if fees for your initial term are not received within 30 days of the invoice due date. Fees for renewal terms shall be invoiced 30 days in advance of the start date of the renewal term and shall be due by the start date of the renewal term. Additional users above what is listed on your order form will be charged for the one-year term upfront through Company’s subscription billing provider at the time the user is added unless otherwise mentioned on your order form, payment schedule. You are obligated to pay the contract value for the entire term of the contract. If payment is not received per the terms, we reserve the right to terminate access to the Platform and Services with respect to your subscription, take legal action, and pursue collection measures to collect payment in full.

8.9 Premium Support. Premium support services may be available pursuant to a separate Customer Success Agreement.

8.10 On-site Visits. If applicable, on-site visits may take place as needed and agreed to by both parties. Travel and expenses are not included in these Terms.

8.11 Material Breach. In the event of a material breach by either party, the non-breaching party shall provide written notice to the breaching party specifying the nature of the breach. The breaching party shall have a period of 30 calendar days from the receipt of such notice (the “Rectify Window”) to rectify the breach. During the Rectify Window, the breaching party shall take all necessary and reasonable actions to cure the breach and fully comply with the terms and conditions. The non-breaching party may, at its discretion, provide reasonable assistance and cooperation to the breaching party to facilitate the understanding of the issue/ rectification process. If the nature of the breach is such that it cannot reasonably be cured within the 30-day Rectify Window, the breaching party shall promptly notify the non-breaching party in writing, providing a detailed explanation of the circumstances preventing timely rectification. In such cases, the non-breaching party may extend the Rectify Window at its discretion, considering the complexity and feasibility of the required remedies. You may not withhold payment of fees during the Rectify Window. The Rectify Window does not apply to (i) your failure to pay any amount when due, for which Company may suspend or terminate your access if payment is not made within ten (10) days after notice; or (ii) a breach of “Unauthorized Activities,” “Restrictions on Use; No Copying or Reverse Engineering,” or Section 25.10 (AI Acceptable Use), or any use that presents a security, legal, or payment risk, for which Company may suspend or terminate your access immediately.

8.12 Acquisition, Merger, or Change of Control. For the avoidance of doubt, your subscription will not terminate or be terminable as the result of any corporate transaction, including but not limited to an acquisition by a third-party, any merger, corporate reorganization, reincorporation, or any other change of control transaction.

8.13 Early Termination; Subscription Commitment. You acknowledge that your subscription is entered into for a fixed subscription term as set forth in the applicable order form or Service Order. For month-to-month subscriptions, the applicable subscription term is each one-month renewal term, and the thirty (30) day cancellation notice requirement described under “Month-to-Month Subscriptions” applies.

8.14 No Early Termination for Convenience. Except as expressly provided in these Terms, you may not terminate your subscription prior to the end of the applicable subscription term. Your obligation to pay all fees for the full subscription term is non-cancelable and not subject to offset, reduction, or refund.

8.15 Grounds That Do Not Permit Early Termination. You may not terminate your subscription early based on:

(a) dissatisfaction with the Services;

(b) failure to use or adopt the Services;

(c) the absence of any feature, functionality, or integration not expressly included in the Services at the time of purchase;

(d) changes in your business, financial condition, or operational needs.

8.16 Permitted Early Termination. Early termination is permitted only in the event of a Material Breach that remains uncured following the applicable Rectify Window described above, or as described under “Business Closure” above.

8.17 Billing Disputes. You agree to review all invoices and billing statements promptly upon receipt.

8.18 Dispute Deadline. Any dispute regarding an invoice or charge must be submitted in writing within thirty (30) days of the invoice date, and must include reasonable detail regarding the nature of the dispute.

8.19 Failure to Dispute. Failure to dispute a charge within such thirty (30) day period shall be deemed acceptance of such charge as accurate, valid, and non-refundable.

8.20 No Withholding or Offset. You may not withhold or offset payment of any undisputed amounts for any reason.

8.21 No Refunds; Payment Obligations. Except as expressly set forth in these Terms, all fees are non-refundable and non-cancelable, and you remain responsible for all fees due for the full subscription term, regardless of usage.

8.22 No Reliance. You acknowledge that you have not relied on any statements, representations, warranties, or promises not expressly set forth in these Terms, including, without limitation, any statements regarding expected results, performance, or the availability of features or functionality.

9. Taxes - Sales and Use

9.1 In order to protect our customers and comply with all laws, we will collect and remit sales tax where required or deemed necessary. As not all states enforce sales tax on products and services, there is a possibility that you may not be affected.

10. Purchases

10.1 If applicable, you agree to pay all fees or charges to your account based on Company’s fees, charges, and billing terms then in effect. If you do not pay on time or if Company cannot charge your credit card or other payment method for any reason, Company reserves the right to either suspend or terminate your access to the Platform and account. You expressly agree that Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Platform and the fees will be billed to your credit card or other payment method designated on your initial registration with this Platform, or provided during any applicable free-trial period, and thereafter at regular intervals for the remainder of the term of these Terms. Except as expressly provided in these Terms, if you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. To the extent permitted by applicable law and card network rules, you expressly agree not to file a chargeback with your credit card company without documented contact with our support team. You agree to respond promptly to emails and/or calls from Company regarding any chargeback claim made in order to ensure the accuracy of such claim.

11. Electronic Communications

11.1 By using the Platform and/or the Services provided on the Platform, you consent to receiving electronic communications from Company, including, without limitation, communications via email, your account or the Platform, or by SMS. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Platform and/or Services provided on or through the Platform. These electronic communications are part of your relationship with Company. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Communications from Company, including support chat, support callbacks, and notices, may be generated or conducted in whole or in part by artificial intelligence. Text messages Company sends under this paragraph are limited to service, account, billing, and security messages. Company will send marketing text messages only if you separately opt in; consent is not a condition of purchase, message and data rates may apply, and you may opt out at any time by replying STOP.

12. Links To Third Party Sites

12.1 This Platform may be linked to other web sites that are not Company sites (collectively, “Third-Party Sites”). Certain areas of the Platform may allow you to interact and/or conduct transactions with such Third-Party Sites, and, if applicable, allow you to configure your privacy settings in your Third-Party Platform account to permit your activities on this Platform to be shared with your contacts in your Third-Party Platform account and, in certain situations, you may be transferred to a Third-Party Platform through a link but it may appear that you are still on this Platform. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Company, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Web Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. Company provides links to the Third-Party Sites to you as a convenience, and Company does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT FLICENT INC. WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY WEB SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Platform to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Company’s endorsement or recommendation.

13. Unauthorized Activities

13.1 When using this Platform and/or the Services, you agree not to:

(a) Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others, including Company personnel and other users of the Platform;

(b) Use racially, ethnically, or otherwise offensive language;

(c) Discuss or incite illegal activity;

(d) Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);

(e) Post anything that exploits children or minors or that depicts cruelty to animals;

(f) Post any copyrighted or trademarked materials without the express permission from the owner;

(g) Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation;

(h) Use any robot, spider, scraper or other automated means to access the Platform, except through APIs, integrations, or connectors that Company expressly makes available for that purpose;

(i) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

(j) Alter the opinions or comments posted by others on this Platform; or

(k) Post anything contrary to our public image, goodwill or reputation.

13.2 This list of prohibitions provides examples and is not complete or exclusive. Company reserves the right to terminate access to your account, your ability to post to this Platform (or use the Services) with notice where practicable, for any action that Company determines is inappropriate or disruptive to this Platform or to any other user of this Platform and/or Services. Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Company’s discretion, Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Platform or on the Internet.

13.3 You agree to indemnify and hold Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim, demand, investigation, or proceeding by a third party, including a governmental authority, arising from or relating to: (a) Customer Data, including your collection and submission of End Customer Data; (b) calls, text messages, emails, or other communications sent, received, or conducted through the Services by you, your Authorized Users, or on your behalf, including by AI Features; (c) your failure to provide any notice or obtain any consent required under Section 24.4 or 24.5; (d) any use of your account, including by any person using your user name or password; or (e) your or your Authorized Users’ breach of these Terms or violation of applicable law or any third party’s rights; except, in each case, to the extent the claim results from Company’s breach of these Terms, gross negligence, or willful misconduct. Company will give you prompt notice of any claim for which it seeks indemnity (a delay will reduce your obligations only to the extent it prejudices you), will let you control the defense with counsel reasonably acceptable to Company, and will reasonably cooperate at your expense. You may not settle any claim in a way that admits fault on Company’s behalf or imposes obligations on Company without Company’s prior written consent, and Company may participate in the defense with its own counsel at its own expense.

14. Proprietary Rights

14.1 “FieldPulse” is a trademark of Company in the United States. Other trademarks, names and logos on this Platform are the property of their respective owners.

14.2 Unless otherwise specified in these Terms, all information and screens appearing on this Platform, including documents, services, Platform design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Company. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

14.3 The Application software, including access to the Platform through Company’s webapp at webapp.fieldpulse.com that is provided to you through the Platform and Services and related documentation are “Commercial Items”, 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if you are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

15. Restrictions on Use; No Copying or Reverse Engineering

15.1 Except to the extent applicable law expressly permits it notwithstanding this limitation, you will not, and will not permit any Authorized User or third party to, directly or indirectly:

(a) copy, reproduce, frame, mirror, republish, or distribute any part of the Platform, the Services, the Application, or the Materials, including their look and feel, screens, workflows, features, and documentation;

(b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover the source code, object code, underlying structure, ideas, algorithms, models, prompts, or data structures of the Platform or any part of it, including the web application at webapp.fieldpulse.com, the Application, Company’s APIs, and AI Features;

(c) modify, translate, adapt, or create derivative works based on the Platform or the Materials;

(d) access or use the Platform or Services, or any information obtained from them, to design, build, train, benchmark, or improve a competing product or service, or to copy any of their features, functions, workflows, or graphics;

(e) sell, resell, rent, lease, license, sublicense, time-share, or otherwise make the Platform available to anyone other than your Authorized Users;

(f) remove, obscure, or alter any proprietary notice, label, or AI disclosure;

(g) circumvent, disable, or interfere with any security, authentication, usage-limit, or access-control feature, or use any robot, spider, scraper, crawler, AI agent, or other automated means to access, extract, or copy data from the Platform, except through interfaces and integrations Company expressly makes available for that purpose;

(h) perform or publish any benchmark, penetration test, or vulnerability test of the Platform without Company’s prior written consent; or

(i) permit a competitor of Company, or anyone acting on a competitor’s behalf, to access the Platform. This clause (i) does not restrict Company’s own Subprocessors and service providers acting on Company’s behalf. A “competitor” means any person or entity that offers, or is developing, field service management or related software that competes with the Services.

15.2 These restrictions apply to every version of the Platform, including the Website, the web application, the mobile Applications, Company’s APIs, AI Features, and any Beta Release, and survive termination of these Terms. A violation of this section is a material breach that is not subject to the Rectify Window described under “Subscription Terms,” and Company may immediately suspend or terminate your access. You acknowledge that a violation would cause Company irreparable harm for which monetary damages would be inadequate, and that Company may seek injunctive or other equitable relief, without posting bond, in addition to any other remedy. Company retains all right, title, and interest in and to the Platform, including all copies, modifications, and derivative works of it, whether made by Company or by anyone in violation of this section.

16. Intellectual Property Infringement

16.1 Company respects the intellectual property rights of others, and these Terms require you to do the same. Company may, in appropriate circumstances and at our discretion, terminate service and/or access to this Platform for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Platform, please provide Company’s designated agent the following information:- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works on a single online Platform are covered by a single notification, a representative list of such works on that Platform.- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and to be removed or access to which is to be disabled on the Platform, and information reasonably sufficient to permit Company to locate the material.- Information reasonably sufficient to permit Company to contact you as the complaining party, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted.- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.- Company’s agent for notice of claims of copyright or trademark infringement on this Platform can be reached at support@fieldpulse.com.

16.2 Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

17. Submitting a DMCA Counter-Notification

17.1 We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that was received by us. If you receive such notice from us, you may provide us with a counter-notification in writing to a Company designated agent that includes all of the following information:

(a) Your physical or electronic signature;

(b) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

(c) A statement from you under penalty of perjury that you have good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

(d) Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Company may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

18. Termination of Repeat Infringers

18.1 Company reserves the right at its sole discretion, to terminate the account or access of any user of our Platform and/or service who is the subject or repeated DMCA or other infringement notifications.

19. Reliance on Information Posted

19.1 The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

19.2 This Platform may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

20. Disclaimer of Warranties

20.1 Your use of this Platform and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by Company, and they may include inaccuracies or typographical or other errors. Company does not warrant the accuracy or timeliness of the Materials contained on this Platform. Company has no liability for any errors or omissions in the Materials, whether provided by Company, our licensors or suppliers or other users. COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS PLATFORM, THE SERVICES, AND MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. WE MAKE NO GUARANTEES OF ANY SPECIFIC RESULT FROM USE OF THE SERVICES AND PLATFORM. YOUR USE OF THE SERVICES AND THE PLATFORM IS AT YOUR OWN RISK. Unless your order form or Service Order expressly includes a service level commitment, Company does not guarantee that the Platform or Services will be available at any particular time or without interruption. Company is not responsible for third-party applications, integrations, networks, or services, or for any interruption, error, or loss of data they cause. You are responsible for keeping your own copies of any Customer Data you need to retain, and Company is not liable for any loss or corruption of Customer Data except to the extent caused by Company’s breach of “Security” under Section 24.9.

21. Limitation of Liability; Release

21.1 Limitation of Liability. FLICENT INC. SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE PLATFORM. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. FURTHER, YOUR MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO FLICENT INC. IN THE TWELVE MONTHS PRIOR TO YOUR CLAIM. THE LIMITATIONS IN THIS SECTION 21 APPLY TO ALL CLAIMS IN THE AGGREGATE, INCLUDING CLAIMS ARISING FROM COMPANY’S OWN NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT; PROTECT COMPANY’S AFFILIATES, LICENSORS, AND SUPPLIERS AS WELL AS COMPANY; AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21.2 Release. IN EXCHANGE FOR THE SERVICES PROVIDED BY US AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, YOU EXPRESSLY AGREE TO RELEASE THE COMPANY, ITS OFFICERS, DIRECTORS, AFFILIATES, SUBSIDIARIES, PARTNERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES AND DAMAGES (DIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN YOU AND ANY THIRD PARTY, INCLUDING YOUR END CUSTOMERS, OTHER USERS, PAYMENT PROCESSORS, LENDERS, AND PROVIDERS OF THIRD-PARTY APPLICATIONS, HARDWARE, OR INTEGRATIONS, EXCEPT TO THE EXTENT THE CLAIM ARISES FROM COMPANY’S BREACH OF THESE TERMS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR TO THE EXTENT THE FOREGOING RELEASE IS PROHIBITED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

22. Feedback

22.1 If you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Platform, any Services offered through the Platform or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution. This section does not affect your ownership of Customer Data, which remains subject to “Customer Data; Data Use and Protection.”

23. Privacy Policy

23.1 Our Privacy Policy, located at www.fieldpulse.com/privacy-policy, describes how Company collects, uses, and discloses personal information in connection with the Platform and the Services.

24. Customer Data; Data Use and Protection

24.1 Definitions. “Customer Data” means all data, content, and information submitted to, uploaded to, recorded by, or generated in the Services by you or your Authorized Users or on your behalf, including information about your customers and their properties, and call recordings, voicemails, transcripts, text messages, and emails processed through Engage or any other communications feature, as well as Inputs and Output (as defined in Section 25.2) to the extent they consist of Customer Data. “End Customers” means your customers, prospective customers, and other individuals with whom you, or the Services on your behalf, communicate. “End Customer Data” means Customer Data that relates to an identified or identifiable End Customer. “Usage Data” means technical, log, performance, and interaction data about how the Services are accessed and used, including feature usage and the acceptance, rejection, or modification of recommendations or actions suggested by AI Features, but excluding the content of Customer Data. “Aggregate Data” means data derived from Customer Data and/or Usage Data that has been de-identified and combined with other data so that it does not identify, and cannot reasonably be used to identify, you, any Authorized User, or any End Customer. “AI Features,” “Input,” and “Output” have the meanings given in Section 25.2.

24.2 Ownership and License. As between you and Company, you own Customer Data. You grant Company and its Subprocessors a non-exclusive, worldwide, royalty-free license, for the term of your subscription and the retention periods described below, to host, copy, transmit, process, analyze, and display Customer Data as necessary to (i) provide, maintain, secure, and support the Services for you; (ii) configure, personalize, and improve the Services, including AI Features, for your account; (iii) prevent fraud, abuse, and security incidents; (iv) comply with law; (v) create Aggregate Data; and (vi) as otherwise described in Section 25 (AI Features). Company will not sell Customer Data and will not use End Customer Data to market Company’s own products or services to End Customers.

24.3 Usage Data and Aggregate Data. Company owns Usage Data and Aggregate Data and may use them for any lawful business purpose, including to operate, analyze, secure, develop, and improve the Services and Company’s AI models and features, and to prepare statistical analyses and benchmarks, provided that Company will not disclose Usage Data or Aggregate Data in a form that identifies you, any Authorized User, or any End Customer. Company will maintain reasonable technical and organizational measures to prevent re-identification of Aggregate Data and will not attempt to re-identify it. Company may publish industry reports and statistics based on Aggregate Data that do not identify you, any Authorized User, or any End Customer. Company will not sell or license Customer Data, or Aggregate Data derived from it, to third parties. Additional terms for Aggregate Data are set out in Section 25.7(f). Company will not use communications content, such as call recordings, transcripts, chat messages, and AI conversations, to train artificial intelligence models, including in de-identified or aggregated form, except as described in Section 25.7(e).

24.4 Your Responsibilities for End Customer Data. You are responsible for the accuracy and legality of Customer Data and for having all rights, notices, and consents required under applicable law, including privacy, data-protection, call-recording, wiretap, and telemarketing laws, to submit End Customer Data to the Services and to allow Company to process it as described in these Terms and our Privacy Policy. With respect to End Customer Data, you are the business or controller, and Company acts as your service provider or processor, processing End Customer Data on your behalf in accordance with these Terms, which constitute your documented instructions. To the extent End Customer Data is personal information under U.S. state privacy laws, Company will: (a) process it only to provide the Services to you and for the other business purposes described in these Terms, and not retain, use or disclose it for any other purpose or outside its direct business relationship with you; (b) not sell or share it, as those terms are defined in the California Consumer Privacy Act; (c) not combine it with personal information it receives from other sources, except as those laws permit, such as to create de-identified Aggregate Data or to detect security incidents and fraud; (d) comply with the obligations those laws impose on service providers and processors and provide the level of privacy protection they require; (e) notify you if it determines it can no longer meet these obligations; (f) allow you to take reasonable steps to stop and remediate any unauthorized use of that information; (g) reasonably assist you in responding to requests from individuals exercising their rights; (h) require its Subprocessors to agree to obligations at least as protective as these; (i) ensure that each person who processes it is subject to a duty of confidentiality; and (j) on reasonable request, make available to you information reasonably necessary to demonstrate its compliance with these obligations and allow reasonable assessments, which Company may satisfy by providing a summary of a recent independent security assessment or audit. You are also responsible for giving any notice to, and obtaining any consent from, your employees, contractors, and Authorized Users that applicable law requires for features you enable that monitor or record them, such as location tracking, time tracking, and call recording.

24.5 Communications Sent Through the Services. For calls, text messages, emails, and other communications that you, your Authorized Users, or AI Features send, receive, or conduct through the Services (including through Engage and Operator AI), you are the sender or caller and are solely responsible for complying with applicable law, including the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing, do-not-call, and call-recording laws, Canada’s Anti-Spam Legislation, the Australian Spam Act 2003, and the New Zealand Unsolicited Electronic Messages Act 2007, including by obtaining and documenting any required consents, honoring opt-out requests, and providing any required call-recording notices. Company may rely on your instructions and configurations.

24.6 Subprocessors. Company uses third-party service providers, including hosting, communications, analytics, and AI model providers (“Subprocessors”), to provide the Services. A current list of Subprocessors that process Customer Data is available at www.fieldpulse.com/subprocessors. Company will provide at least thirty (30) days’ notice before a new Subprocessor company begins processing Customer Data by updating that page. A change in the models or infrastructure providers used by an existing Subprocessor is not a new Subprocessor. Company may add a Subprocessor on shorter notice where needed to address a security issue, a legal requirement, or the retirement of a service, and will give notice as soon as reasonably practicable. Company requires its Subprocessors to protect Customer Data under written obligations no less protective than those in these Terms and remains responsible for their performance of those obligations.

24.7 Data Location. Customer Data is stored and processed in the United States and in other countries where Company or its Subprocessors operate. Company does not commit to storing or processing Customer Data in any particular country or region unless expressly agreed in your order form or Service Order. If you are located outside the United States, you consent to the transfer of Customer Data to the United States and are responsible for providing any notice to End Customers about that transfer that the laws of your jurisdiction require.

24.8 Retention and Deletion. Company retains Customer Data while your account is active and as needed to provide the Services, subject to Section 25.7(k). You may delete certain Customer Data, such as AI conversations, through the Services. Your administrators may also choose shorter retention periods for communications content, such as call recordings, transcripts, and AI conversations, and request its deletion, as those controls are made available in the Services. For sixty (60) days after your subscription ends, you may export Customer Data, or request an export, in a format Company makes available. Company will delete Customer Data within thirty (30) days after receiving your written deletion request following the end of your subscription, or, absent a request, within ninety (90) days after the end of your subscription, except that (i) copies in backup systems will be overwritten or deleted in the ordinary course within ninety (90) days after that, and (ii) Company may retain Customer Data to the extent required by law, to resolve disputes, or to enforce these Terms, subject to its continuing confidentiality obligations. Aggregate Data and Usage Data are not subject to deletion.

24.9 Security. Company maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, and disclosure. Company will notify you without undue delay, and within any period required by applicable law, after confirming a security incident that results in unauthorized access to or disclosure of your Customer Data.

24.10 Confidentiality. Each party may receive non-public information from the other that is marked confidential or would reasonably be understood to be confidential (“Confidential Information”). Company’s Confidential Information includes the non-public portions of the Platform, its pricing, and the Company AI Materials (as defined in Section 25.2); your Confidential Information includes Customer Data. The receiving party will use the other party’s Confidential Information only to perform its obligations or exercise its rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, and Subprocessors who need to know it and are bound by comparable obligations, or as required by law. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party without restriction. Usage Data and Aggregate Data are not your Confidential Information. Feedback remains subject to the Feedback provisions of these Terms. These obligations survive termination of these Terms for three (3) years, except that they continue for Customer Data for as long as Company holds it and for trade secrets for as long as they remain trade secrets under applicable law.

24.11 Legal Requests.

(a) Permitted Disclosures. Company may disclose Customer Data, account information, or information concerning you or your Authorized Users in response to a subpoena, court order, search warrant, or other legal process or governmental request that Company, following reasonable review, believes in good faith to be valid and binding. Company may also disclose such information where it reasonably believes in good faith that disclosure is necessary to prevent imminent and serious harm to any person or to prevent, detect, investigate, or respond to fraud, abuse, or a security incident.

(b) Referral. Where a request principally seeks End Customer Data or other Customer Data and you are the more appropriate source of that information, Company may, in its discretion and where legally permitted and reasonably practicable, direct the requesting party to seek the information from you.

(c) Notice. Unless prohibited by applicable law, court order, or a binding confidentiality requirement, or unless Company reasonably determines that notice would create a material risk of imminent and serious harm, obstruction of lawful process, or compromise to the security of the Services, Company will use reasonable efforts to provide you with prompt written notice before disclosing Customer Data. If prior notice is prohibited or inappropriate under the preceding sentence, Company may provide notice when the restriction or risk no longer applies, unless legally prohibited. You are responsible for your costs of seeking a protective order or other relief, and Company will reasonably cooperate with your efforts at your expense.

(d) Scope. Company will use reasonable efforts to review a request before disclosing Customer Data and to disclose only the information that Company reasonably believes it is legally required or otherwise permitted under this Section to disclose. Company is not required to object to or challenge a request, but may do so in its discretion.

(e) Costs. If Company receives a subpoena, court order, or other legal process relating to you, your business, or a dispute or proceeding to which you are a party, and Company is neither a party to nor the primary subject of the matter, you will reimburse Company for its reasonable, documented costs of responding, including reasonable attorneys’ fees and costs of collecting, reviewing, and producing information. Where legally permitted and reasonably practicable, Company will notify you before incurring material response costs and provide you a reasonable opportunity to seek relief. Failure to provide this notice does not relieve you of your reimbursement obligation. This reimbursement obligation does not apply to the extent the legal process arises from Company’s breach of these Terms, gross negligence, or willful misconduct.

(f) No Liability. A disclosure made under this Section does not constitute a breach of these Terms, including Sections 24.4 and 24.10, and Company will not be liable to you for such disclosure except to the extent resulting from Company’s gross negligence or willful misconduct. If Company and you later enter into a data processing addendum or similar written agreement addressing governmental or legally compelled disclosures of Customer Data, that agreement will control only to the extent it imposes stricter obligations on Company or expressly conflicts with this Section.

25. AI Features

25.1 Acceptance and Scope.

(a) Account acceptance. Before AI Features that take AI Actions or communicate with End Customers, including Maverick, Operator AI and Chat AI, are enabled for your account, your account owner or an administrator must accept this Section 25 in the Services on your behalf. That acceptance binds you and all of your Authorized Users. The person accepting confirms that they are authorized to do so.

(b) Notice to each user; Help & Support assistant. Before an Authorized User first uses an AI Feature, and again after any change to this Section 25 that requires new acceptance, the Services display a notice, with a link to these Terms, stating that the feature uses artificial intelligence, that Output can be inaccurate, and that use of the feature is subject to these Terms. By submitting a message, request or other Input after seeing that notice, the Authorized User agrees to use AI Features in accordance with these Terms. The AI Help & Support assistant, which answers questions and searches only information the Authorized User is permitted to see and cannot create or change records or take other AI Actions, is available to Authorized Users on that basis without account-level acceptance under Section 25.1(a). Your administrators may turn off the assistant’s access to your account information, in which case it answers general help questions only, as the assistant in Company’s public Help Center does. These Terms remain available from your account settings.

(c) Existing users. If your account used any AI Feature described in Section 25.1(a) before October 15, 2026, continued use of those AI Features after that date requires acceptance under Section 25.1(a). Company may pause those AI Features for your account until this Section 25 is accepted, after at least thirty (30) days’ notice in the case of Operator AI.

(d) Admin controls. Your account owner or administrators may enable or disable AI Features for your account or for individual Authorized Users, may turn off the Help & Support assistant’s access to your account information, and may control which types of AI Actions AI Features may perform, as those controls are made available in the Services. You are responsible for those settings.

25.2 Definitions.

(a) “AI Features” means any feature of the Services that uses artificial intelligence, machine learning, large language models or similar technology to generate content or recommendations, answer questions, answer calls or chats, transcribe, summarize, translate or synthesize speech, or take or propose actions, including Maverick, Operator AI, Chat AI, AI-generated call transcripts and summaries in Engage, the AI Help & Support assistant, and any successor or related features.

(b) “Input” means prompts, questions, instructions, voice, audio, images, files and other content, including Customer Data, provided to or processed by AI Features.

(c) “Output” means content, responses, recommendations, summaries, transcripts, drafts and proposed or completed actions generated by AI Features.

(d) “AI Actions” means actions taken by or through AI Features, including creating or changing records, booking appointments, drafting or sending communications, answering or transferring calls, and accessing or transmitting Customer Data within the Services or connected systems.

(e) “AI Providers” means the third parties that provide the models, speech, voice, agent and related services used in AI Features, as listed on Company’s Subprocessor List at www.fieldpulse.com/subprocessors.

(f) “Company AI Materials” means the models, prompts and prompt logic, instructions, configurations, agents, tools, connectors, evaluation data and system logs that Company develops or licenses, excluding Customer Data.

25.3 How AI Features Work.

(a) Models and providers. AI Features use proprietary and third-party technology, including models provided by AI Providers. Their Output is probabilistic and can vary. Company may change the models it uses, and an AI Provider may route requests among its own infrastructure providers or replace a retired model, without notice to you. Company will give notice of a new AI Provider company as described in Section 24.6, except where a faster change is needed to address a security issue, a legal requirement or the retirement of a model or service, in which case Company will give notice as soon as reasonably practicable.

(b) Beta features. AI Features identified as early access, preview or beta are Beta Releases under Section 6.4. They may be changed or withdrawn at any time and may handle data differently, as described when you enable them.

(c) Changes to AI Features. Company may add, modify, suspend or discontinue any AI Feature, with notice where practicable. If Company permanently discontinues an AI Feature that you pay for separately, Company will refund or credit any prepaid fees for that feature covering the period after discontinuance.

(d) Where AI Features may be used. AI Features are offered for use with individuals located in the United States, Canada, Australia and New Zealand. You will not use AI Features to communicate with individuals located in the European Union, the European Economic Area, the United Kingdom or Switzerland. If you do, you are solely responsible for compliance with the laws of those places.

25.4 Output and Human Review.

(a) Review before relying. Output may be inaccurate, incomplete, outdated or unsuitable for your purposes, and Company does not review Output before it is delivered. You are responsible for reviewing Output before relying on it, sending it or acting on it, including estimates, prices, invoices, schedules, job details, reports and communications with End Customers. AI Features do not provide legal, tax, accounting, engineering, code-compliance, licensing, safety, medical or other professional advice.

(b) Output. As between you and Company, and subject to Company’s rights in the Company AI Materials, Output is Customer Data to the extent it consists of or is derived from Customer Data, and you may use Output in connection with your business, including by sharing it with your End Customers. Output may be similar or identical to output provided to others, and Company does not represent that Output is unique or protected by intellectual property rights.

(c) Not an emergency service. AI Features are not monitored for emergencies and are not a substitute for emergency services. Any routing of urgent calls is provided on a best-efforts basis. You are responsible for telling your End Customers how to reach you or emergency services (such as 911 in the United States and Canada, 000 in Australia or 111 in New Zealand) in an emergency.

25.5 AI Actions.

(a) Authorization. By enabling AI Features that take AI Actions, you authorize those AI Actions within your account according to your settings and user permissions. AI Actions taken in Maverick run under the permissions of the Authorized User who requested them and are limited to what that user could do in the Services. All AI Actions are treated as your actions under these Terms.

(b) Confirmation. Maverick asks the requesting user to confirm before it creates or changes records. If you or your administrators enable automatic execution for any type of AI Action, or a user confirms an AI Action presented for review, that choice is yours and not Company’s. Some AI Actions, such as sent communications, completed calls and deleted records, may be difficult or impossible to reverse.

(c) Bookings by Operator AI and Chat AI. Operator AI and Chat AI may create customers, locations and jobs and book appointments without a person approving each one. They book only within the availability, service lists, pricing and rules you configure, and send you a recap of each interaction. You are responsible for keeping those settings accurate.

(d) Records of AI Actions. Company keeps a record of AI Actions taken in your account.

(e) Restricted actions. AI Features do not charge payment cards, initiate payments, or place outbound calls or send messages to End Customers. If Company makes any of these capabilities available, they will require additional terms and may require confirmation or other controls.

25.6 Connected Accounts and Your Own AI Tools.

(a) Connected accounts. Where you connect third-party accounts to AI Features, such as email, calendar or accounting accounts, you authorize AI Features to access and act within those accounts within the permissions you grant. You may revoke that access at any time. Google user data obtained through connected Google accounts is handled in accordance with the Google API Services User Data Policy, including its Limited Use requirements.

(b) Your own AI tools. Where you connect your own AI assistants, agents or tools to the Services, including through a Company API or Model Context Protocol (MCP) server, you direct Company to share Customer Data, which may include End Customer Data, with that tool. You are responsible for choosing the tool, for any required consents, and for all actions taken through the connection as if you had taken them yourself. The tool provider’s terms govern its use of data. Company may suspend or limit any connection for security, legal or technical reasons. No AI agent or automated tool may be used to bypass authentication, security or rate limits or to scrape the Services.

25.7 Customer Data in AI Features.

(a) Providing AI Features. Company uses Inputs, Output and other Customer Data in AI Features to provide, secure and support the Services for you and as otherwise permitted under these Terms.

(b) Personalization for your account. Company may use your Customer Data to configure, tune and personalize AI Features for your account, for example to reflect your services, service area, scheduling rules and communication style. Personalization based on your Customer Data is kept separate to your account and is not used to generate Output for any other customer.

(c) No model training on your data. Company does not use Customer Data, including call recordings, transcripts, chat messages and AI conversations, to train or fine-tune artificial intelligence models. Company may improve AI Features for all customers by updating prompts, instructions, configurations and product logic based on its review of how AI Features perform (for example, correcting how an AI voice pronounces a trade term), without training models on Customer Data.

(d) AI Providers. Company’s agreements with its AI Providers, directly or through Company’s AI gateway provider, do not permit them to use Customer Data to train their models. AI Providers may keep Inputs and Output for a limited period (currently up to 30 days) to monitor for abuse, and longer where required by law or where content is flagged for violating their policies.

(e) Future AI Improvement Program. If Company offers a program to use communications content, such as call recordings and transcripts, to train or improve AI models used for other customers, Company will do so only for accounts whose account owner expressly opts in, and only after removing or masking names, phone numbers, addresses, email addresses, payment information and other direct identifiers. Company will not use audio to create voiceprints or to train voice-cloning models. You may withdraw at any time; withdrawal applies to content created after it takes effect.

(f) Aggregate Data. Company may create Aggregate Data from Customer Data and Usage Data, including by combining de-identified data across customer accounts and industries, and may use it to operate, secure, develop and improve the Services and AI Features, to show customers how they compare with similar businesses, and to publish industry reports and statistics. Aggregate Data that Company shows to other customers or publishes will (a) combine data from at least ten (10) unaffiliated customers, (b) not identify, and not be reasonably capable of being used to identify, you, any Authorized User or any End Customer, and (c) not allow your individual prices to be determined. Company will not sell or license Customer Data, or Aggregate Data or insights derived from it, to third parties.

(g) Spam and fraud protection. Company may use telephone numbers, call metadata and related information about calls or messages that Company or its customers identify as spam, fraud or abuse to detect and block those calls and messages for all customers. If you believe a number has been wrongly identified, you may ask Company to review it through support.

(h) Memory. If Maverick offers memory, it may save short facts from your conversations to use in later ones. Memories saved for an individual user are visible to and can be deleted by that user. Memories saved for your company are visible to and can be deleted by your administrators. Memories are deleted when the relevant user is removed from your account or your subscription ends, and are otherwise kept until deleted.

(i) Human review. Company personnel and contractors who are bound by confidentiality obligations may review AI interactions, including Inputs, Output, call recordings and transcripts, to provide support, investigate problems, and maintain quality, safety and security. They may be located outside your country. Company limits access to Maverick conversations and Operator AI call recordings to personnel who need it for those purposes.

(j) Analytics. Company uses analytics Subprocessors to record and analyze AI interactions, including prompts and responses and recordings of user sessions in the Services, for quality, security and product improvement, subject to these Terms.

(k) Retention. Company keeps AI conversations, call recordings and transcripts while your subscription is active and they remain needed to provide the Services to you and for the purposes described in this Section 25, and periodically reviews whether they are still needed. Your administrators may choose shorter retention periods and request deletion of AI conversations and call recordings, together with the associated transcripts and summaries, as those controls are made available in the Services; the Services will explain what each control deletes and any exceptions. Company keeps records of AI Actions while your subscription is active. When your subscription ends, AI data is treated like other Customer Data: you may export it for sixty (60) days, and Company then deletes it as described in Section 24.8, except for backups deleted in the ordinary course and data Company must keep to comply with law. Aggregate Data is not subject to deletion. Keeping communications content does not permit Company to use it to train AI models (Section 25.7(c)).

25.8 End Customers: Disclosure, Recording and Consent.

(a) AI disclosure. AI Features that interact with End Customers identify themselves as AI at the start of each interaction and answer truthfully when asked whether they are AI. You will not remove or suppress that disclosure, and you will not configure, prompt or use AI Features to state or imply that they are human.

(b) Call recording. Operator AI calls are recorded and transcribed. The Services play a message at the start of each Operator AI call disclosing that the caller is speaking with an AI assistant and that the call is recorded. You may customize the rest of the greeting but may not remove that message. You are responsible for any additional notice or consent that applicable law requires for recording, transcribing or analyzing calls, including in places that require the consent of all parties, and for calls you record through Engage. Company does not use call recordings to create voiceprints or otherwise identify callers by their voice.

(c) Communications. For communications that AI Features draft, send or conduct on your behalf, you are the sender or caller, and Section 24.5 applies. Consent language you collect from End Customers should state that communications may be generated or conducted by AI.

(d) Children. AI Features are not directed to children. You will not use AI Features to communicate with anyone you know to be under 13 years old, or with anyone you know to be under 18 without a parent’s or guardian’s consent.

(e) Privacy notices. You are responsible for providing any notice to End Customers, and obtaining any consent, that applicable law requires for their information to be processed by Company, its Subprocessors and AI Providers as described in this Section 25, including any required notice that information may be transferred to or accessed from other countries.

25.9 Prohibited Inputs. You will not submit to AI Features, and will not configure AI Features to request or collect: (a) health or medical information; (b) payment card numbers, bank account numbers or other financial account credentials, including images of checks or cards; (c) Social Security numbers, Social Insurance Numbers, tax file or IRD numbers, or driver’s license, passport or other government identification numbers, including images of identification documents; (d) biometric identifiers; or (e) personal information of children. Recording the amount, date and method of a payment you have already received is permitted. AI Features are not designed to protect this information, and Company may delete it.

25.10 AI Acceptable Use. You will not, and will not permit anyone to: (a) use AI Features or Output to develop, train or benchmark a competing product or AI model; (b) extract or attempt to discover prompts, system instructions, model logic or training data; (c) bypass or disable filters, safeguards or usage limits, or attempt to make AI Features take unintended or unauthorized actions, including through prompt injection; (d) attempt to access other customers’ data; (e) use AI Features to impersonate any person or business, generate fake reviews or testimonials, or deceive anyone about whether content or a voice is AI-generated; (f) clone or imitate any person’s voice; (g) use AI Features to discriminate unlawfully against, harass or manipulate any person; (h) submit content you do not have the right to use, including audio you do not have the right to record or process; or (i) use AI Features in violation of the usage policies of Company’s AI Providers, which Company makes available on its Subprocessor List or on request.

25.11 No Consequential Decisions. AI Features are designed for business operations such as scheduling, dispatching, estimating, invoicing, customer communications and reporting. You will not use AI Features as the sole or a material basis for decisions about any individual’s employment, compensation, credit, lending, insurance, housing, healthcare or other legally significant matters. Where law gives an individual a right to notice, an explanation or human review of an automated decision, you are responsible for providing it, and Company will provide reasonable assistance.

25.12 Benchmarks and Pricing Insights. If Company makes benchmarks or pricing insights available, they are based on Aggregate Data, are advisory only and are never applied to your prices automatically. Company will not disclose your pricing to any other customer in identifiable form or use your identifiable data to calibrate recommendations for another customer. You set your prices independently and will not use any insights to coordinate prices or other competitive terms with competitors.

25.13 Company AI Materials and Feedback. Company and its licensors own the Company AI Materials, Usage Data and Aggregate Data, and nothing in these Terms transfers any rights in them to you. Your right to use any Output that embodies Company AI Materials is limited to use in connection with your business as permitted by Section 25.4(b). Section 22 applies to ratings, corrections and other feedback you provide on AI Features.

25.14 Fees and Usage Limits. AI Features may be included in your subscription or offered as paid add-ons, as stated in your order form or Service Order or in the Services. Company may apply reasonable usage limits to AI Features and will describe any limits that apply to your plan in the Services or your order form or Service Order.

25.15 Disclaimers, Responsibility and Indemnity.

(a) Disclaimer. Company uses commercially reasonable efforts to reduce errors in AI Features, but AI FEATURES, OUTPUT AND AI ACTIONS ARE PROVIDED “AS IS,” AND COMPANY MAKES NO WARRANTY THAT THEY WILL BE ACCURATE, COMPLETE, RELIABLE, UNINTERRUPTED, FREE OF BIAS OR NON-INFRINGING. Sections 20 and 21 apply to AI Features, Output and AI Actions.

(b) Your responsibility. You are responsible for the outcomes of AI Actions that you or your Authorized Users enabled, configured or confirmed, and for reviewing Output as described in Section 25.4(a). Your indemnification obligations under Section 13.3 apply to AI Features, Output, and AI Actions, including communications sent and calls conducted on your behalf.

(c) Rights that cannot be excluded. Nothing in this Section 25 excludes or limits any right or remedy that cannot be excluded or limited under applicable law, including under the Australian Consumer Law or the New Zealand Consumer Guarantees Act 1993 or Fair Trading Act 1986.

25.16 Suspension of AI Features. Company may suspend AI Features for your account or any Authorized User, in whole or in part, if Company reasonably believes that you have violated this Section 25, that suspension is needed to address a security or legal risk, or that an AI Provider requires it. Company will tell you the reason where legally and practically possible and restore AI Features once the issue is resolved.

25.17 Changes Affecting AI Features. Company may update this Section 25 as described in Section 3 (Changes to These Terms). For material changes, Company will notify your account owner and administrators by email and in the Services at least thirty (30) days before the change takes effect, with the effective date and a summary of, or link to, the changes, except that changes required by law, by an AI Provider or to address a security risk may take effect sooner where necessary. If you do not agree to a change, you may turn off AI Features before it takes effect and, for any AI Feature you pay for separately, receive a refund or credit of prepaid fees for the period after the change. Continued use of AI Features by you or any of your Authorized Users after a change takes effect means you accept it. Company will not rely on continued use, and will instead ask for your express consent, before it (a) uses your communications content to train or improve AI models used for other customers (Section 25.7(e)), (b) collects precise location or motion data through AI Features, or (c) uses Customer Data for a materially new purpose not described in these Terms or the Privacy Policy. AI Features that newly take AI Actions or communicate with End Customers require acceptance under Section 25.1(a).

26. FieldPulse Payments; Third-Party Payment and Financing Services

26.1 If you use FieldPulse Payments, your use is governed by the FieldPulse Payment Processing Agreement available at www.fieldpulse.com/terms-of-service-payments, which forms part of these Terms, and by the processing terms of Company’s payment processor, Rainforest Pay, Inc., which you accept during payments onboarding. FieldPulse Payments is available only to businesses located in the United States; payment processing that Company makes available to businesses located elsewhere, including through Payrix, is provided under that processor’s separate terms. If you connect the Services to another payment processor or merchant services provider, Company provides only the integration, is not a party to your agreement with that provider, and is not responsible for its services. Financing offered through the Services is provided by third-party lenders; Company does not lend or arrange financing and acts only to refer you or your customers to those lenders, and may receive compensation for those referrals.

27. Dispute Resolution

27.1 Arbitration Notice. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

27.2 Applicability of Arbitration Agreement. All claims and disputes (except as provided in “Small Claims Court,” “Emergency Equitable Relief,” and “Claims Not Subject to Arbitration” below) in connection with or regarding the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

27.3 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company must be sent to legal@fieldpulse.com. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. Each Notice must be personally signed by the claimant (and by counsel, if the claimant is represented) and must include the claimant’s name, the email address associated with the claimant’s account, and a description of the specific claim and relief sought; a Notice sent on behalf of more than one claimant is not valid. If either party requests, the parties will hold an individual informal settlement conference by telephone or video during the thirty (30) day period, which the claimant must attend personally (with counsel, if represented). Compliance with this paragraph is a condition to starting arbitration, and any applicable limitations period is tolled while the parties complete this process.

27.4 Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Commercial Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Dallas County, Texas, or by video conference, unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

27.5 Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

27.6 Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

27.7 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company. The arbitrator, and not any court, will decide any dispute about the interpretation, scope, applicability, enforceability or formation of this Arbitration Agreement, except that a court will decide any dispute about the “Waiver of Class or Consolidated Actions” section.

27.8 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

27.9 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. The arbitrator has no authority to conduct any class, collective, consolidated, or representative arbitration or to award relief to anyone other than the individual claimant. If twenty-five (25) or more similar demands for arbitration are filed against Company by or with the assistance of the same or coordinated counsel or organizations, the AAA Mass Arbitration Supplementary Rules will apply, and the demands will be administered in batches of no more than fifty (50) demands, with a single arbitrator assigned to each batch and fees assessed per batch; the parties will cooperate in good faith to resolve the first batch before the next is administered, and no fees are owed for a batch until it is administered. If this waiver is found unenforceable as to any claim, that claim will proceed in court, not in arbitration, and will be stayed until the arbitration of any individual claims is complete; this waiver may not be severed from this Arbitration Agreement.

27.10 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.

27.11 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

27.12 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

27.13 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

27.14 Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

27.15 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

27.16 Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

27.17 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Dallas County, Texas, for such purpose.

28. Force Majeure

28.1 A party shall neither be held liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for failure or delay in fulfilling or performing any obligation hereunder (other than an obligation for the payment of money) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of such party including, but not limited to, fire, floods, embargoes, pandemics or epidemics, war, acts of war, riots, strikes, acts of God, or omissions or delays in acting by any governmental authority.

29. General

29.1 General Provisions. Company prefers to advise you if we feel you are not complying with Terms and recommend any necessary corrective action. However, certain violations of these Terms, as determined by Company, may result in immediate termination of your access to the Services and/or Platform without prior notice to you. The Federal Arbitration Act governs the Arbitration Agreement under “Dispute Resolution.” The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Otherwise, these Terms and any disputes relating to these Terms or this Platform will be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction). If any of these Terms is found to be inconsistent with applicable law, then such terms shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Company’s failure to enforce any of these Terms is not a waiver of such terms. These Terms are the entire agreement between you and Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Company about this Platform. The proprietary rights, confidentiality obligations, legal requests provisions, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. Neither these Terms nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of us and any attempt to do so will be null and void. However, we may assign or transfer these Terms at any time without your permission. Except as expressly provided in these Terms, including the rights of Apple and Google under “Mobile Applications,” there are no third-party beneficiaries of these Terms, and no End Customer or other third party may enforce any of their provisions.

29.2 Order of Precedence. If documents that form part of your agreement with Company conflict, the following order applies: (1) a separate written agreement signed by both parties, to the extent it expressly addresses the conflicting subject; (2) your order form or Service Order, for pricing and other commercial terms specific to you; (3) Section 25 (AI Features), for AI Features, and the FieldPulse Payment Processing Agreement, for payment services (including its provisions on the processing terms of Company’s payment processor); and (4) these Terms. Notwithstanding the foregoing, (a) the terms of Company’s payment processor control with respect to your obligations directly to the payment processor or any sponsor bank, to the extent stated in those terms, and (b) payment-network rules and applicable law control where they are required to do so.

29.3 Australia and New Zealand. If you are located in Australia or New Zealand: (i) nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law, the New Zealand Consumer Guarantees Act 1993, or the New Zealand Fair Trading Act 1986 that cannot lawfully be excluded, restricted, or modified; (ii) if Company makes a change to these Terms or your fees that is materially adverse to you, you may end your subscription by notice before the change takes effect without paying fees for the period after that date, and Company will refund any prepaid fees for that period; and (iii) Company will exercise its rights to suspend or terminate your access only on reasonable grounds and, where practicable, with reasonable notice.

29.4 Notices. Company may give you notice by email to the account owner’s email address on file, through the Platform, or by mail to the address associated with your account, and notice is effective when sent by email or posted in the Platform. You must send legal notices to Company by email to legal@fieldpulse.com, with a copy by mail to Flicent Inc., Attn: Legal, 8350 North Central Expressway, Dallas, TX 75206, or another address Company designates, and notice to Company is effective when received. A Notice of Dispute must be sent as described under “Dispute Resolution.”

30. Contact Us; Customer Service

30.1 If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at support@fieldpulse.com. Support is available during ordinary business hours, and after-hours requests will be treated as if sent at the start of the next business day. This does not apply to notices of cancellation or non-renewal, which are effective as described under “Subscription Terms.”

30.2 All customer support is limited in scope to systems owned and maintained by Company, and does not extend to third-party integrations.