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Terms of Services

Flicent Inc. Terms of Service

THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND FLICENT INC., A DELAWARE CORPORATION (ALSO KNOWN 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.

General Use

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, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Platform solely for your personal 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 personal use of the Services. In case of breach 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.

Eligibility

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.

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 for any reason or no reason at the Company’s sole discretion, Company may immediately suspend or terminate your use of the Platform. Further, the Company make take remedial action it deems necessary without liability to you, upon any such violation of these Terms.

Changes

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 for one registered account on one mobile device owned or leased solely by you, for personal use. You may not: (I) except to the extent that such restriction is expressly prohibited by law, you may not 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 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.

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”):

  • Acknowledgement that these Terms are between you and Company only, and not with Apple, Inc. (“Apple”).
  • Use of Company’s iOS App must comply with Apple’s then-current App Store Terms of Service.
  • Company, not Apple, is solely responsible for the iOS App and the Services and Content 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.
  • 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.
  • 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.
  • 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.
  • 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).
  • 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.

 

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”):

  • You acknowledge that these Terms are between you and Company only, and not with Google, Inc. (“Google”).
  • Your use of Company’s Android App must comply with Google’s then-current Android Market Terms of Service.
  • Google is only a provider of the Android Market where you obtained the Android App. Company, and not Google, is solely responsible for Company’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to Company’s Android App or these Terms.
  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Company’s Android App.

Applications

The Company may make available Mobile Applications to access the Site via mobile devices. In order to use the Mobile Application you must have a mobile device that is compatible with the Mobile Application. Company does not and cannot guarantee that the Mobile 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 Mobile Application for one registered account on one mobile device owned or leased solely by you, for personal use. You may not: (i) except to the extent that such restriction is expressly prohibited by law, you may not modify, disassemble, decompile, or reverse engineer the Mobile Application; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security or security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that Company may from time to time issue updated versions of the Mobile Application, and may automatically electronically update the version of the Mobile 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 Mobile Application or any copy thereof, and Company and its third-party licensors or suppliers retain all rights, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply during use of the Mobile Application.

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

  • Acknowledgement that these Terms are between you and Company only, and not with Apple, Inc. (“Apple”).
  • Use of Company’s iOS App must comply with Apple’s then-current App Store Terms of Service.
  • Company, not Apple, is solely responsible for the iOS App and the Services and Content 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.
  • 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.
  • 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.
  • 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.
  • 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).
  • 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.

 

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

  • You acknowledge that these Terms are between you and Company only, and not with Google, Inc. (“Google”).
  • Your use of Company’s Android App must comply with Google’s then-current Android Market Terms of Service.
  • Google is only a provider of the Android Market where you obtained the Android App. Company, and not Google, is solely responsible for Company’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to Company’s Android App or these Terms.
  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Company’s Android App.

Using the Platform and Services on the Platform

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 [email protected], which change shall be effective upon confirmation by our team that such email was received. Notwithstanding the foregoing, Company may terminate or suspend any user account as set forth herein, regardless of ownership.

Password Restricted Areas of this Platform

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.

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.

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.

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.

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.

Memberships

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 personal and non-transferable. All sales and payments of Membership fees will be in US Dollars.

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 reserves the right to change prices for Memberships at any time, and does not provide price protection or refunds in the event of promotions or price decreases. No posted change in price shall be effective as to a specific Membership until the then-current Billing Period (as defined below) of such Membership elapses.

You may pay for your Membership fee only with credit and debit card payments through the following credit card companies: Visa, MasterCard, American Express, and Discover. 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.

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 PROVIDE SUSBCRIBE AND PAY FOR A MEMBERSHIP. YOU MAY CANCEL YOUR MEMBERSHIP ON THE TERMS SET FORTH BELOW BY CONTACTING US AT [email protected]. IF YOU CANCEL YOUR MEMBERSHIP, YOU WILL ENJOY YOUR MEMBERSHIP BENEFITS UNTIL THE EXPIRATION OF THE TERM FOR WHICH YOU HAVE PAID.

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 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 Company.

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.

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.

Disputes: The Customer will not, under any circumstances, issue or threaten to issue any disputes or chargebacks to the Company, the Company’s payment processor, or to the Customer’s credit card and/or form of payment for any reason whatsoever. In the event of a dispute or chargeback, we reserve the right to report it to the credit bureaus as a delinquent account and pursue collection efforts.

Subscription Terms

Term & Termination: There shall be no provision for you to terminate this Agreement prior to the end of a term other than as described herein. Additional users may be added by You. The term for additional users shall coincide with the current term for your account. In the event You wish to terminate Your subscription or an additional user subscription at the end of the term, you will provide written notice 60 days prior to the end of the applicable term.

The initial term of a subscription is one year and commences on the date of your acceptance of the subscription. 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.

Renewal Terms & Fees: 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 or until you provide 60 days written notice.  Fees may be increased by for any renewal term upon ninety days written notice. 

Billing: All fees are in USD. 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 the sales tax laws and regulations in the United States. 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 Stripe at the time the user is added unless otherwise mentioned on your order form, payment schedule. A customer is 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.

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

Material Breach: In the event of a material breach of 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.

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. 

Taxes - Sales & Use

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.

Purchases

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. 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. 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.

Electronic Communications

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.

Links to Third-Party Sites

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.

Unauthorized Activities

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

  • 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;
  • Use racially, ethnically, or otherwise offensive language;
  • Discuss or incite illegal activity;
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);
  • Post anything that exploits children or minors or that depicts cruelty to animals;
  • Post any copyrighted or trademarked materials without the express permission from the owner;
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation;
  • Use any robot, spider, scraper or other automated means to access the Platform;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
  • Alter the opinions or comments posted by others on this Platform; or
  • Post anything contrary to our public image, goodwill or reputation.

 

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 or without cause and with or without notice, for any reason or no reason, or 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.

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 or demand from a third-party that your use of this Platform or the use of this Platform by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Proprietary Rights

“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.

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.

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.

Intellectual Property Infringement

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 [email protected].
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    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.

Submitting a DMCA Counter-Notification

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:

  • Your physical or electronic signature;
  • 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;
  • 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
  • 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.

Termination of Repeat Infringers

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.

Reliance on Information Posted

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.

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.

Disclaimer of Warranties

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 of 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 OF 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 THIS SERVICES AND THE PLATFORM IS AT YOUR OWN RISK.

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.

Release

IN EXCHANGE FOR THE SERVICES PROVIDED BY US AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, USER EXPRESSLY AGREES 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 YOU HAVE, EXCEPT THAT THIS RELEASE DOES NOT APPLY TO CLAIMS BY YOU DIRECTLY ARISING OUT OF COMPANY’S INTENTIONAL BREACH OF THIS AGREEMENT, 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.”

Local Laws; Export Control

Company controls and operates this Platform from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use the Platform outside the United States of America, you are responsible for following applicable local laws.

Feedback

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.

Privacy Policy

Your use of the Services and the Platform is governed by our Privacy Policy located at www.fieldpulse.com/privacy-policy/, to which you expressly agree by your use of the Platform and/or the Services.

Dispute Resolution

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.

Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth 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.

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 should be sent to: [email protected].  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.

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 Consumer 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 a location within 100 miles of your residence, unless you reside outside of the United States, and 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.

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.

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.

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.

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.

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.  

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 this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

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.

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.

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

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

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.

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.

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.

Force Majeure

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.

General

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, and applicable U.S. federal and state law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. 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 this Agreement. 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 term 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 term. 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, 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.

Contact Us; Customer Service

If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at [email protected]. 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.

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