Thank you for using FieldMateAI!
These Terms of Use are an agreement between FieldMateAI, L.L.C. (or one of its affiliates) and you. Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any subsequent version of the software (including any updates or supplements); any updates, any supplements; Internet-based services; and support services for the FieldMateAI software, unless other terms accompany one or more of those items to modify those terms. If so, those terms apply.
These Terms of Use apply when you use the services of FieldMateAI, L.L.C. or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and websites (“Services”). By using the software, you accept these Terms of Use. If you don’t accept them, do not use the software.
As described below, installation or use of the software also operates as your consent to the transmission of certain standard computer information during validation, automatic download and installation of certain updates, and for Internet-based services.
These Terms of Use include our Service Terms, Sharing & Publication Policy, Usage Policies, and other documentation, guidelines, or policies. These Terms of Use may be updated or modified from time-to-time, and any such changes will be provided electronically and will provide the user an opportunity to review and accept any changes. Our Privacy Policy explains how we collect and use personal information.
1. Installation and Use Rights
USE RIGHTS.
Installations. If you operate a small business, then you may install and use one instance of the software on up to two (2) devices in your business.
Separation of Components. The components of the software are licensed as a single unit. You may not separate the components and install them on different devices.
USER WARRANTIES. You warrant that the information you provided to register for an account is accurate and complete.
You warrant and represent to us that you are lawfully able to enter into contracts as follows:
(i) you have full legal authority to enter into this Agreement (e.g., you are not a minor) and, if you are acting on behalf of Customer, that you have legal authority to make this Agreement binding on Customer;
• You must be at least 18 years old to use the Services.
(ii) you confirm that you will use the FieldMateAI software consistent with the Terms of Use defined herein; and
(iii) you have read, understood and agree with the terms of this Agreement.
If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf.
You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.
2. Internet-Based Services.
Internet-Based Services Acknowledgement. FieldMateAI, L.L.C. provides Internet-based services in connection with the software. FieldMateAI, L.L.C. reserves the right to change or cancel the Internet-based services at any time.
Consent for Internet-Based Services. The software features described below connect to FieldMateAI or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when those software features make such connections. In some cases, you may disable these features or not use them. By using these features, you consent to the transmission of this information. FieldMateAI, L.L.C. does not use the information to identify or contact you.
a. Computer Information. The following features use Internet protocols, which send computer information to FieldMateAI or service provider computer systems. Such computer information may include communications protocol information, such as your Internet protocol address, as well as search information related to a device to be serviced, repaired, removed, or installed. FieldMateAI or service provider computer systems may return information to the software on your computing device in response to receiving such computer information.
b. Updates. By default, the software may automatically download updates to the FieldMateAI software.
c. Error Reports. This software automatically sends error reports to Microsoft that describe which software components had errors. No files or memory dumps will be sent unless you choose to send them.
d. Use of Information. FieldMateAI, L.L.C. may use the computer information and error reports to improve our software and services.
3. SCOPE.
The FieldMateAI software is licensed, not sold. This agreement only gives you some rights to use the software. FieldMateAI, L.L.C. reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways.
You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographic areas currently supported by FieldMateAI (currently, the United States of America).
(a) Use of Services. You may access, and FieldMateAI, L.L.C. grants to you a non-exclusive license to use the FieldMateAI software and the Services in accordance with these Terms of Use. You will comply with these Terms of Use and all applicable laws when using the FieldMateAI software and the Services. We and our affiliates own all rights, title, and interest in and to the FieldMateAI software and the Services and to information determined by the FieldMateAI software.
(b) Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.
(c) Restrictions. You may not
(i) work around any technical limitations in the software;
(ii) use the Services in a way that infringes, misappropriates or violates any person’s rights;
(iii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law);
(iv) use output from the Services to develop models that compete with FieldMateAI;
(v) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction;
(vi) represent that output from the Services was human-generated when it is not or otherwise violate our Terms of Use;
(vii) buy, sell, or transfer API keys without our prior consent;
(viii), send us any personal information of children under 13 or the applicable age of digital consent;
(ix) make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
(x) publish the software for others to copy;
(xi) rent, lease or lend the software; or
(xii)use the software for commercial software hosting services.
(d) Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
4. Content
(a) Your Content. You may provide input to the Services (“Input”) and receive output generated and returned by the Services (“Output”) based on the Input. Input and Output are collectively referred to as “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. FieldMateAI, L.L.C. reserves the right use the Content to provide and maintain the Services, comply with applicable law, and enforce our policies. Subject to your compliance with these Terms and apart from FieldMateAI, L.L.C.’s reservation, FieldMateAI hereby assigns to you all its right, title, and interest in and to Output. This means you can use the Content for any purpose, including commercial purposes, such as sale or publication, if you comply with these Terms. You are responsible for the Content, including for ensuring that the Content does not violate any applicable law or these Terms of Use.
(b) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for FieldMateAI or a third party. For example, you may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other users may also ask similar questions and receive the same response. Output that is generated for other users are not considered your Content.
(d) Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. FieldMateAI, L.L.C. is constantly working to improve its Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of the FieldMateAI Services may, in some situations, result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
5. Fees and Payments
(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. FieldMateAI, L.L.C. has the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. FieldMateAI, L.L.C. will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize FieldMateAI, L.L.C. and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, FieldMateAI, L.L.C. will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.
(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. FieldMateAI uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
(c) Price Changes. FieldMateAI, L.L.C. may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Service Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.
(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact other@FieldMate.ai within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, FieldMateAI, L.L.C. may suspend your access to the Services after we provide you written notice of late payment.
(e) Free Tier. You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, FieldMateAI, L.L.C. may charge you standard fees or stop providing access to the Services.
6. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to Confidential Information of FieldMateAI, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms of Use. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that FieldMateAI or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that:
(i) is or becomes generally available to the public through no fault of yours;
(ii) you already possess without any confidentiality obligations when you received it under these Terms;
(iii) is rightfully disclosed to you by a third-party without any confidentiality obligations; or
(iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to FieldMateAI, L.L.C. and use reasonable efforts to limit the scope of disclosure, including assisting FieldMateAI, L.L.C. with challenging the disclosure requirement, in each case where possible.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact FieldMateAI, L.L.C. and provide details of the vulnerability or breach.
(c) Processing of Personal Data. If you use the Services to process personal data (data that, when used alone or with other relevant data, can identify an individual), you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to FieldMateAI, L.L.C. that you are processing such data in accordance with applicable law. If you will be using the FieldMateAI API for the processing of “personal data”, please contact FieldMateAI, L.L.C.
7. Term and Termination
(a) Termination; Suspension. These Terms of Use take effect when you first use the FieldMateAI software and Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the FieldMateAI software and Services. FieldMateAI, L.L.C. may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 1 (Installation and Use Rights) Sections 3 (Scope), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third-party technology providers outside of FieldMateAI, L.L.C.’s control, or to comply with law or government requests. FieldMateAI, L.L.C. may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to FieldMateAI, L.L.C. or any third party, or if FieldMateAI, L.L.C. suspects that your use is fraudulent or could subject FieldMateAI, L.L.C. or any third party to liability.
(b) Effect on Termination. Upon termination, you will stop using the FieldMateAI software and Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 1, 3, and 5-9.
8. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless FieldMateAI, L.L.C., our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the FieldMateAI software and Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY ARBITRATION. You and FieldMateAI, L.L.C. agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by filling out this form within 30 days of agreeing to these arbitration terms or the relevant changes.
(b) Informal Dispute Resolution. FieldMateAI, L.L.C. would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against FieldMateAI, L.L.C., you agree to try to resolve the dispute informally by sending FieldMateAI, L.L.C. notice at other@FieldMate.ai. The Notice must include your name, a description of the basis for the dispute, and the relief you seek. If FieldMateAI, L.L.C. is unable to resolve a dispute within 60 days of receipt of the notice, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.
(c) Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, FieldMateAI, L.L.C. will pay them for you. FieldMateAI, L.L.C. will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(d) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Cadillac, Michigan or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a Michigan court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 8, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
(e). Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; or (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
(f) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
(g) Mass Filings. If, at any time, thirty (30) or more similar demands for arbitration are asserted against FieldMateAI, L.L.C. or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.
(h) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
10. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture, or agency relationship between you and FieldMateAI, L.L.C. or any of FieldMateAI, L.L.C.’s affiliates. FieldMateAI, L.L.C. and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use FieldMateAI, L.L.C.’s or any of its affiliates’ names, logos, or trademarks, without FieldMateAI, L.L.C.’s prior written consent.
(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
(d) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to the address below or fill out this form. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
FieldMateAI, L.L.C.
218 S Mitchell St
Cadillac, MI 49601
Attn: General Counsel / Copyright Agent
Written claims concerning copyright infringement must include the following information:
A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the site or within the FieldMateAI software or services;
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
(e) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. FieldMateAI, L.L.C. may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, or to any affiliate or as part of a corporate reorganization.
(f) Modifications. FieldMateAI, L.L.C. may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms FieldMateAI, L.L.C. will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after FieldMateAI, L.L.C. notifies you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(g) Notices. All notices will be in writing. FieldMateAI, L.L.C. may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. FieldMateAI, L.L.C. accepts service of process at these addresses: FieldMateAI, L.L.C., 218 S Mitchell St, Cadillac, MI 49601 and Attn: other@FieldMate.ai.
(h) Waiver and Severability. If you do not comply with these Terms, and FieldMateAI, L.L.C. does not take action right away, this does not mean FieldMateAI, L.L.C. is giving up any of its rights. If any part of these Terms of Use are determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
(i) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
(j) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to FieldMateAI, L.L.C. and its affiliates, and FieldMateAI, L.L.C. shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(k) Entire Agreement. These Terms and any policies incorporated in these Terms of Use contain the entire agreement between you and FieldMateAI, L.L.C. regarding the use of the FieldMateAI software and Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and FieldMateAI, L.L.C. on that subject.
(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of Michigan, excluding Michigan’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Wexford County, Michigan, USA.