Subscription Terms & Online

These Terms are between FieldEquip, Inc. ("FieldEquip", "we", "us") and the entity that enters into an Order Form that references these Terms ("Customer"). By signing an Order Form, Customer agrees to these Terms.

1. "Affiliate": An entity that directly or indirectly controls, is controlled by, or is under common control with a party.
2. "Customer Data": Data and information submitted to the Service by or on behalf of Customer (including by Users).
3. "Documentation": User documentation, help files, and other materials we make available for the Service.
4. "Order Form": A written order form or statement of work that references these Terms and is signed by the parties.
5. "Professional Services": Implementation, configuration, training, integration, or custom development services described in an Order Form or statement of work.
6. "Subscription": The right to access and use the Service during the applicable subscription term, as specified in an Order Form.
7. "Users": Individuals authorized by Customer to access the Service under Customer’s account.

3.1 Subscription. Subject to these Terms and the applicable Order Form, FieldEquip grants Customer a non-exclusive, non-transferable right for Users to access and use the Service for Customer’s internal business purposes during the subscription term.

3.2 Documentation. Customer may reproduce and use the Documentation only as necessary for its authorized use of the Service.

3.3 Service Hosting. The Service is hosted by or for FieldEquip. No source code or on-premise software is delivered unless expressly agreed in writing.

3.4 Service Changes. We may update the Service over time (including for security, performance, or feature improvements). We will not materially reduce core functionality purchased under an active subscription without reasonable notice.

4.1 Account Security. Customer is responsible for all activity under its accounts and for maintaining the confidentiality of usernames and passwords.

4.2 Acceptable Use. Customer will not (and will not allow any third party to): (a) copy, modify, or create derivative works of the Service or Documentation; (b) reverse engineer or attempt to extract source code; (c) use the Service to build or benchmark a competing product; (d) make the Service available on a service bureau/time-sharing basis; (e) interfere with or disrupt the Service; or (f) use the Service in violation of applicable law.

4.3 Compliance With Laws. Customer is responsible for compliance with laws applicable to its use of the Service, including privacy and data protection laws.

4.4 Unauthorized Access. Customer will promptly notify FieldEquip of any suspected unauthorized access to the Service.

5.1 Customer Data Ownership. As between the parties, Customer retains all rights in Customer Data.

5.2 Use of Customer Data. FieldEquip will access, process, and use Customer Data only as necessary to provide and support the Service, to prevent or address service, security, or technical issues, or as required by law.

5.3 Subprocessors. Customer authorizes FieldEquip to use subprocessors to provide the Service (e.g., cloud hosting providers), subject to confidentiality obligations.

5.4 Security. FieldEquip will maintain administrative, physical, and technical safeguards designed to protect Customer Data. Customer acknowledges that no security measures eliminate all risks.

5.5 Data Return and Deletion. Upon termination or expiration, Customer may request an export of Customer Data in a commonly used format (e.g., CSV) for up to thirty (30) days (or a longer period if required by applicable law or agreed in writing). After the export window, FieldEquip may delete Customer Data in accordance with its data retention and backup practices, except to the extent retention is required by law.

5.6 Prohibited / Regulated Data. Customer will not upload data subject to heightened regulatory requirements unless expressly agreed in writing (e.g., HIPAA/PHI, PCI card data).

5.7 Security Incident Notification. FieldEquip will notify Customer without undue delay after confirming a Security Incident involving Customer Data. The notice will describe, in reasonable detail, the nature of the incident and the corrective actions taken or planned. FieldEquip will cooperate with Customer’s reasonable requests for additional information to the extent available and permitted by law.

5.8 Data Processing Addendum. Where required by law for Customer’s use of the Service (e.g., GDPR), the parties will enter into FieldEquip’s data processing addendum (“DPA”), which will be incorporated into these Terms by reference.

5.9 Security Documentation. Upon written request and subject to confidentiality obligations, FieldEquip will make available its then-current security documentation (e.g., summaries of controls) and, where available, third-party audit reports such as SOC 2 reports.

If Customer purchases Professional Services, the scope, timeline, and fees will be described in an Order Form or a statement of work. Unless otherwise specified, Professional Services are non-cancelable and non-refundable once started.

7.1 Support. FieldEquip will provide standard support for the Service as described in Appendix 1 (Support Policy).

7.2 Service Levels. The Service level commitment and service credits are described in Appendix 2 (Service Level Agreement). Service credits are Customer’s sole and exclusive remedy for failure to meet the SLA.

8.1 Fees. Customer will pay the fees set forth in the Order Form.

8.2 Invoicing and Payment. Unless otherwise stated in the Order Form, invoices are due net 30 days from invoice date. Late payments may bear interest at 1.5% per month (or the maximum rate allowed by law, if lower) and Customer will reimburse reasonable collection costs.

8.3 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable sales, use, VAT, GST, and similar taxes, excluding taxes based on FieldEquip’s income.

8.4 Suspension. FieldEquip may suspend access for overdue amounts after providing notice and an opportunity to cure.

9.1 Term. The subscription term is stated in the Order Form.

9.2 Auto-Renewal. Unless the Order Form states otherwise, subscriptions automatically renew for successive 12-month terms at FieldEquip’s then-current rates, unless either party gives written notice of non-renewal at least 90 days before the end of the then-current term.

9.3 Termination for Cause. Either party may terminate an Order Form (or these Terms, if all Order Forms are terminated) for a material breach that is not cured within 15 days after written notice.

9.4 Effect of Termination. Upon termination or expiration, Customer’s right to use the Service ends. Sections that by their nature should survive will survive, including confidentiality, IP ownership, disclaimers, limitation of liability, and payment obligations.

10.1 FieldEquip IP. FieldEquip retains all right, title, and interest in the Service, Documentation, and all related intellectual property.

10.2 Feedback. If Customer provides suggestions or feedback, FieldEquip may use it without restriction or obligation.

10.3 Customer Marks. Any use of Customer’s name or logo for marketing requires Customer’s prior written consent, except as needed for internal account administration.

10.4 Usage Data. FieldEquip may collect and use aggregated and anonymized usage data and metrics derived from operation of the Service (“Usage Data”) to maintain, improve, and develop FieldEquip products and services, provided Usage Data does not identify Customer or any individual.

11.1 Confidential Information. Each party may receive non-public information of the other that is identified as confidential or should reasonably be understood to be confidential.

11.2 Obligations. The receiving party will protect the disclosing party’s confidential information using reasonable care and will use it only to perform under these Terms.

11.3 Exceptions. Confidential information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party without confidentiality restrictions.

11.4 Compelled Disclosure. A party may disclose confidential information if required by law, provided it gives prompt notice (where legally permitted) and cooperates with efforts to limit disclosure.

12.1 Authority. Each party warrants that it has the right and authority to enter into the Order Form.

12.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN ORDER FORM, THE SERVICE AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". FIELDEQUIP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14.1 By FieldEquip. FieldEquip will defend Customer against third-party claims that the Service infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded, provided Customer promptly notifies FieldEquip and cooperates. FieldEquip may modify the Service, procure a license, or terminate the affected subscription and refund prepaid unused fees.

14.2 By Customer. Customer will defend and indemnify FieldEquip against third-party claims arising from (a) Customer Data, (b) Customer’s use of the Service in violation of these Terms or law, or (c) Customer’s products or services.

14.3 Exclusions. Indemnification obligations do not apply to claims resulting from the other party’s modifications, combination with non-FieldEquip products, or misuse.

15.1 Governing Law; Venue. Texas law governs these Terms (without regard to conflict-of-law rules). Exclusive venue is state or federal courts located in Texas.

15.2 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control (except payment obligations).

15.3 Assignment. Customer may not assign these Terms without FieldEquip’s consent. FieldEquip may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

15.4 Notices. Notices must be in writing and delivered by personal delivery, overnight courier, or email with confirmation, to the addresses set forth in the Order Form.

15.5 Order of Precedence. If there is a conflict, the Order Form controls over these Terms for the subject matter of the conflict.

15.6 Entire Agreement. These Terms and each Order Form are the entire agreement for the Service and supersede prior agreements regarding their subject matter.

15.7 Compliance with Laws; Anti-Corruption; Sanctions. Each party will comply with applicable laws in connection with these Terms, including anti-corruption and anti-bribery laws and applicable export controls and sanctions. Customer represents that it is not named on any U.S. government restricted party list and will not use the Service in violation of export controls or sanctions.

15.8 Insurance. During the Subscription Term, FieldEquip will maintain commercially reasonable insurance coverage customary for similarly situated SaaS providers (e.g., general liability and cyber liability), and will provide a certificate of insurance upon written request.

15.9 Third-Party Services and Open Source. The Service may interoperate with third-party services or include third-party or open-source components subject to their applicable licenses. FieldEquip’s warranties and indemnities do not apply to third-party services or to Customer’s use of the Service with third-party services not provided by FieldEquip.

15.10 Beta Features. If FieldEquip makes beta, preview, or early-access features available, they are provided “as is,” may be discontinued at any time, and are excluded from any SLA, support commitments, warranties, and indemnities, unless expressly stated otherwise in writing.

15.11 Publicity. Neither party will use the other party’s name, logo, or trademarks in marketing or publicity without the other party’s prior written consent, except as required by law.

15.12 Survival. Sections that by their nature should survive termination or expiration will survive, including (as applicable) Fees and Taxes, Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General provisions.

Appendix 1 – Support Policy

FieldEquip will provide support for the Service as follows (unless otherwise stated in an Order Form):

• Support Channels: email and ticketing system.

• Hours: 9:00 AM to 5:00 PM Central Time, Monday–Friday (excluding U.S. federal holidays) for phone; 24x7 for ticket submission.

• Scope: commercially reasonable efforts to resolve reproducible defects in the Service.

• Exclusions: issues caused by Customer’s networks, third-party products, or unauthorized modifications.

FieldEquip may update this Support Policy from time to time; any material reductions will apply only on renewal.

Appendix 2 – Service Level Agreement (SLA)

Target Uptime: 99.5% monthly uptime percentage.

Monthly Uptime Percentage is 100% minus the percentage of minutes in a month the Service is unavailable, excluding: (a) scheduled maintenance with reasonable notice, (b) Customer or internet/telecom issues, (c) issues caused by systems not controlled by FieldEquip, and (d) force majeure events.

Service Credits: If the Service fails to meet the Target Uptime in a given month, Customer may request a service credit equal to 5% of the monthly subscription fee for the affected Service. Credits apply to future invoices only and are Customer’s sole remedy for SLA failures.