Terms & Conditions

1. Acceptance of These Terms

By accessing, browsing, or using the Website — or by clicking to accept or agree to these Terms where that option is offered, requesting a quote, or engaging us to perform Services — you acknowledge that you have read, understood, and agree to be bound by these Terms and by all documents incorporated into them by reference. If you do not agree, you must not access or use the Website or engage our Services.

If you are using the Website or engaging Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" refer to both you and that entity.

Your use of specific features, tools, or content on the Website may also be subject to additional posted terms, guidelines, or rules, which are incorporated into these Terms by reference. In the event of a conflict between these Terms and any additional terms specific to a feature, the additional terms control with respect to that feature, unless those additional terms expressly state otherwise.

2. Eligibility

The Website is intended for use by businesses and by individuals acting in a professional or business capacity. To use the Website, you must be at least 18 years of age (or the age of majority in your jurisdiction, if higher) and capable of forming a legally binding contract. The Website is not directed to children, and we do not knowingly collect personal information from children under the age of 16 through it. If you are under 18 (or the applicable age of majority in your jurisdiction, if higher), do not use the Website or submit any information through it.

By using the Website, you further represent and warrant that:

• you are not barred from using the Website under the laws of the United States, Canada, or any other applicable jurisdiction;
• you are not located in, and are not a national or resident of, any country or territory subject to comprehensive U.S. economic sanctions, and you are not on any U.S. government list of prohibited or restricted parties; and
• your use of the Website complies with all applicable laws, rules, and regulations.

We may, in our sole discretion, refuse to offer the Website to any person or entity and may change our eligibility criteria at any time.

3. Definitions

In these Terms, the following capitalized terms have the meanings given below:

• "Services" means the professional, engineering, field, and managed services Fieldsify offers, including structured cabling, professional AV installation, rack-and-stack, network management, security services, infrastructure services, cloud services, disaster recovery, managed backup and recovery, help desk and technical support, IT consulting and strategy, and related professional and managed services.
• "Service Agreement" means any proposal, quote, statement of work ("SOW"), work order, service order, scope document, order form, or master services agreement ("MSA") executed or accepted by you and us that describes specific Services, deliverables, fees, or commercial terms.
• "Deliverables" means the reports, configurations, installed cabling or hardware, documentation, and other work product identified in a Service Agreement.
• "Site Location" means any customer, end-user, data center, or third-party premises where on-site Services are performed.
• "Third-Party Products" means hardware, software, equipment, licenses, subscriptions, and cloud or connectivity services manufactured, published, or provided by a party other than Fieldsify.
• "Field Engineer" means any Fieldsify employee, contractor, or subcontractor within our Global Engineering Network who performs Services.
• "Website Content" means all information, text, graphics, images, photographs, videos, designs, layouts, user interfaces, logos, software, code, and the selection, arrangement, and compilation of the foregoing made available through the Website.

4. Changes to These Terms

We may revise and update these Terms from time to time in our sole discretion to reflect changes to the Website, our business, our Services, technology, or applicable law, or for any other reason. When we make changes, we will post the revised Terms on this page and update the "Last updated" date above.

Changes are effective when posted unless we indicate otherwise, and they apply prospectively to your continued use of the Website. For material changes, we will use commercially reasonable efforts to provide additional notice, such as by posting a notice on the Website. Your continued access to or use of the Website after revised Terms have been posted constitutes your acceptance of them; if you do not agree, you must stop using the Website. It is your responsibility to review these Terms periodically. Changes to these Terms do not modify the terms of a Service Agreement already in effect, which is amended only as provided in that agreement.

5. The Website, Our Services, and Informational Content

The Website is primarily an informational and marketing resource where you can learn about Fieldsify and the Services, review informational content, request information, submit inquiries or contact forms, and communicate with us. It may include service descriptions, capabilities, service categories, case studies, and other marketing materials.

Informational purposes only. Website Content is provided for general informational and marketing purposes only and does not constitute professional, engineering, technical, security, legal, financial, or other advice. Technical descriptions, capability statements, coverage areas, service catalogs, sample timelines, indicative pricing, and case studies are illustrative, do not account for the particular requirements, constraints, or risks of your sites, systems, or organization, and do not create any advisory or professional relationship. You should not act or refrain from acting on the basis of Website Content without seeking appropriate professional advice specific to your circumstances. Descriptions of Services on the Website are summaries qualified in their entirety by the applicable Service Agreement.

No binding offer. Nothing on the Website — including any service description, pricing indication, capability statement, or response to an inquiry — constitutes an offer capable of acceptance, a binding quotation, or a commitment to perform Services.

Availability and changes. We aim to keep the Website available but do not guarantee that it will be uninterrupted, timely, secure, or error-free; it is provided on an "as available" basis. We may, at our discretion and without prior notice, perform maintenance, updates, or repairs that temporarily limit access; add, change, or remove features, content, or functionality; and modify, suspend, or discontinue all or part of the Website, temporarily or permanently. We will not be liable to you or any third party for doing so. Any change to this marketing Website does not affect the rights and obligations set out in a Service Agreement, which continue to be governed by that agreement.

6. Relationship to Service Agreements; Order of Precedence

These Terms govern your use of the Website and set the baseline framework for our relationship. They are not, by themselves, an agreement for Fieldsify to perform any Services and do not create any obligation on our part to provide Services to you. Any engagement of Fieldsify to perform Services is governed exclusively by a separate written Service Agreement. Matters such as scope of work, deliverables, service levels, fees, payment terms, warranties, project timelines, acceptance, confidentiality, data handling, indemnification, and each party's specific rights and obligations for a paid engagement are addressed in the applicable Service Agreement, not in these Terms.

No Service Agreement is formed, and no engagement, service-level commitment, or pricing is binding, until a duly authorized representative of Fieldsify executes a written Service Agreement or Fieldsify otherwise expressly accepts your order in writing, as described in "Services: Scoping, Quotes, and Acceptance" below.

Order of precedence. If there is a conflict between these Terms and a signed or accepted Service Agreement with respect to the subject matter of that Service Agreement, the following order controls, from highest to lowest authority:

• a fully executed MSA between you and Fieldsify;
• the applicable SOW, proposal, quote, or work order for the specific engagement;
• these Terms; then
• any other Fieldsify policy referenced in these Terms or a Service Agreement.

Notwithstanding the order above, the Privacy Policy and Cookie Policy control on matters of privacy, cookies, and personal data (as described in "Privacy, Cookies, and Confidentiality"), and any additional feature-specific terms control for the features they govern (as described in "Acceptance of These Terms"). These Terms continue to govern your use of the Website in all cases.

7. Accounts, Communications, and Marketing

Accounts. Certain features of the Website (such as portals, request forms, or subscriptions) may require you to submit information or, in some cases, register for an account. If you do, you agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of any credentials associated with your account and for all activity under it, and you agree to notify us promptly of any unauthorized use or other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

Transactional communications. When you provide a telephone number, email address, or other contact information — for example, by submitting an inquiry, requesting a quote or consultation, or emailing or calling us — you consent to Fieldsify responding to and following up on your request by email, telephone, text/SMS, or other means using the details you provide. These transactional, relationship-based communications relate to your request, our Services, proposals, scheduling, and the conduct of any engagement; they are necessary to respond to you and are not marketing communications. You are responsible for ensuring the contact details you give us are accurate and that you are authorized to be contacted at them.

Marketing and opt-out. We may also send marketing or promotional communications (such as newsletters, service updates, offers, or event invitations) where permitted and, where required by law, with your consent. You can opt out at any time by clicking the "unsubscribe" link in any marketing email or by emailing support@fieldsify.com with the word "Unsubscribe." We will action opt-out requests promptly. Even after you opt out of marketing, we may still send non-promotional, transactional messages that relate to your inquiries, active engagements, or our legal and contractual obligations. Our handling of your contact details is governed by our Privacy Policy.

8. Accuracy of Information You Provide

You agree that any information you provide — through the Website, in an inquiry, or in the course of scoping or performing Services — is accurate, current, and complete to the best of your knowledge, and that you are authorized to provide it. We rely on this information to respond to inquiries, prepare proposals and estimates, schedule field visits, and design and deliver Services.

Inaccurate, outdated, or incomplete information (for example, incorrect site addresses, access details, technical specifications, existing-infrastructure details, or contact information) may affect our ability to respond accurately or perform work correctly and may result in delays, additional costs, or errors for which we are not responsible. Please keep the information you have shared with us up to date and notify us promptly of any material changes.

9. Acceptable Use and Prohibited Conduct

You may use the Website only for lawful purposes and in accordance with these Terms. You agree that you will not, and will not permit or assist any third party to:

• use the Website in any way that violates any applicable federal, state, provincial, local, or international law or regulation, including export control, sanctions, data protection, and anti-spam laws;
• use the Website for any purpose that is unlawful, fraudulent, deceptive, defamatory, harassing, abusive, obscene, or otherwise objectionable, or that could harm Fieldsify, other users, or any third party;
• impersonate or attempt to impersonate Fieldsify, a Fieldsify employee or contractor, another user, or any other person or entity, or misrepresent your affiliation with any person or entity;
• upload, transmit, or distribute any material that contains viruses, worms, Trojan horses, ransomware, logic bombs, or other harmful, malicious, or technologically destructive code;
• attempt to gain unauthorized access to, interfere with, damage, probe, scan, or disrupt any part of the Website, the servers or networks on which it is hosted, or any connected systems or data, or breach or circumvent any security or authentication measures;
• use any robot, spider, crawler, scraper, or other automated means not provided by us to access the Website, extract data, or interfere with its proper working, except that operators of public search engines may use publicly available spidering tools to index the Website in accordance with our robots.txt file;
• engage in any framing, mirroring, harvesting, data mining, or systematic retrieval of content or data to create or compile a collection, database, or directory, or to train or develop any machine-learning or artificial-intelligence model, without our prior written permission;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or ideas of any software or technology used to provide the Website, except to the extent this restriction is prohibited by applicable law;
• use the Website to transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
• collect or store personal information about other users, or otherwise infringe the privacy or other rights of any person;
• remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on or accessible through the Website; or
• take any action that imposes, or may impose in our sole judgment, an unreasonable or disproportionately large load on our infrastructure, or that could disable, overburden, damage, or impair the Website or interfere with any other party's use of it.

We reserve the right, but assume no obligation, to monitor use of the Website, to investigate any suspected violation of these Terms, and to take any action we deem appropriate — including restricting, suspending, or terminating your access, removing content, and cooperating with law enforcement authorities or court orders — without notice and without liability to you.

10. Intellectual Property and Trademarks

The Website and all Website Content are owned by Fieldsify, our licensors, or other providers of such material, and are protected by United States, Canadian, and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property or proprietary rights laws.

License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Website and to view, download, and print Website Content solely for your own internal business or personal informational purposes. This is a license, not a transfer of title. You must not reproduce, distribute, modify, create derivative works of, publicly display or perform, republish, store, transmit, sell, or commercially exploit any Website Content except as expressly permitted by these Terms or with our prior written consent. All rights not expressly granted are reserved by Fieldsify and its licensors.

Trademarks. "Fieldsify," the Fieldsify name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Fieldsify or its affiliates or licensors, and may not be used without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners, and reference to them does not imply endorsement of or by that third party.

Copyright complaints. If you believe that any content on the Website infringes your copyright or other intellectual property rights, please contact us at support@fieldsify.com with sufficient detail to identify the allegedly infringing material and the basis for your claim, so that we may investigate.

11. Your Submissions and Feedback

The Website may allow you to submit, post, or transmit content — such as inquiry details, form responses, comments, questions, documents, or other communications (collectively, "User Submissions"). This section does not apply to information governed by a Service Agreement or to personal information, which is handled as described in our Privacy Policy.

License. You retain any ownership rights you hold in your User Submissions. By providing a User Submission, you grant Fieldsify a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, store, modify, adapt, publish, and display it for the purposes of operating, providing, and improving the Website and our business and responding to you.

Your warranties. You represent and warrant that (a) you own or have all necessary rights, licenses, consents, and permissions to submit your User Submissions and grant the license above; (b) they do not and will not violate these Terms, any applicable law, or the intellectual property, privacy, publicity, or other rights of any third party; and (c) they do not contain any confidential, proprietary, or sensitive information that you do not intend to disclose, or any unlawful, defamatory, harassing, or otherwise objectionable material. You are solely responsible for your User Submissions, and we are not responsible or liable to any third party for their content or accuracy. We are not obligated to store, retain, or return any User Submission and may remove or delete User Submissions at any time in our sole discretion.

Feedback. If you provide us with any suggestions, ideas, improvements, recommendations, or other feedback relating to the Website or the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use and exploit the Feedback for any purpose, without restriction, attribution, or compensation. Feedback is provided on a non-confidential and non-proprietary basis, and we are free to use it to develop, improve, and market our products and services without any obligation to you.

12. Third-Party Links and Content

The Website may contain links to third-party websites, resources, products, services, or content that are not owned or controlled by Fieldsify, and may display content provided by third parties (collectively, "Third-Party Materials"). We provide these links and Third-Party Materials only for your convenience and information.

We do not control, endorse, sponsor, or assume responsibility for any Third-Party Materials, including their accuracy, legality, availability, content, products, services, privacy practices, or any harm resulting from your use of them. Access to and use of Third-Party Materials is at your own risk and is subject to the terms and policies of the applicable third party, not these Terms. We are not a party to, and have no responsibility or liability for, any transaction or relationship between you and any third party, and we encourage you to review their terms and privacy policies before providing any information.

13. Privacy, Cookies, and Confidentiality

Privacy and cookies. Your use of the Website is subject to our Privacy Policy and Cookie Policy, which describe how we collect, use, disclose, and safeguard information about you and how we use cookies and similar technologies. By using the Website, you acknowledge that you have read those policies. They are incorporated into these Terms by reference and, where they address a matter of privacy, cookies, or personal data, they govern and control over any summary in these Terms.

Confidentiality. In the course of an inquiry, proposal, or engagement, either party may share information that is confidential or proprietary — for example, technical requirements, site details, network configurations, pricing, or business plans. Each party agrees to treat the other's confidential information with reasonable care, to use it only for the purpose for which it was shared, and not to disclose it to third parties except as necessary to evaluate or perform the relevant work, or as required by law. Please do not send us sensitive or confidential material through public web forms or unencrypted email. The specific, binding confidentiality obligations that apply to a paid engagement — including scope, duration, permitted disclosures, and remedies — are set out in the applicable Service Agreement, which controls in the event of any conflict.

14. Services: Scoping, Quotes, and Acceptance

Scoping. We scope Services based on the information you provide and, where applicable, a site survey, discovery call, or assessment. The accuracy and completeness of that information directly affects our scope and quote, and you are responsible for ensuring the requirements, site conditions, existing-infrastructure details, and access constraints you share are accurate and current.

Quotes and proposals. We provide quotes, proposals, and SOWs describing the Services, assumptions, exclusions, deliverables, and pricing for a given engagement. Unless the document states otherwise, a quote or proposal is valid for thirty (30) days from its date and may be revised or withdrawn before acceptance. Quotes are based on stated assumptions and scope; if actual conditions differ, pricing and timelines may change. Indicative pricing shown on the Website is illustrative only and does not constitute a firm quote — only pricing set out in a Service Agreement is binding.

Acceptance. A Service Agreement becomes binding when you accept it in writing — by signature or electronic signature, written or email confirmation, issuance of a purchase order referencing our proposal, or by instructing us to begin and our commencing work. Your acceptance constitutes agreement to the scope, assumptions, exclusions, and commercial terms in that document, together with these Terms.

Assumptions and exclusions. Each quote or SOW may rely on stated assumptions (for example, availability of power, network access, working existing infrastructure, or timely delivery of materials). Anything not expressly included in the scope is excluded. If an assumption proves incorrect, or conditions materially differ from those on which the quote was based, the scope, schedule, and fees are subject to adjustment as described under change requests below.

Change requests. Any change to the agreed scope, deliverables, schedule, quantities, or Site Locations must be documented in a written change order or revised SOW. Additional or out-of-scope work — including work required by undisclosed or inaccurate site conditions — may be subject to additional fees and revised timelines and, unless otherwise agreed, may be charged on a time-and-materials basis at our then-current rates.

Completion and acceptance of Deliverables. Unless a Service Agreement provides a specific acceptance procedure, Services and Deliverables are deemed accepted upon completion of the described work, or upon your use of the Deliverables, whichever occurs first. If a Service Agreement includes an acceptance-testing period, you must provide written notice of any material non-conformity within that period; otherwise the Deliverables are deemed accepted.

15. Site Access and Customer Responsibilities

Timely, safe, and complete access to each Site Location is essential to our ability to perform on-site Services. Except to the extent a Service Agreement assigns responsibility differently, you agree to provide, at no cost to us and in advance of the scheduled work:

• safe, lawful, and unobstructed access to the Site Location during the scheduled service window, including any badges, keys, escorts, security clearances, or site-induction requirements;
• accurate information about the Site Location, including existing infrastructure, cabling pathways, network configurations, floor plans, and any known hazards;
• a safe working environment that complies with applicable health, safety, and building codes, including adequate power, lighting, HVAC, and physical space to perform the Services;
• all necessary permissions, permits, landlord or building-management approvals, and third-party consents required for us to perform the Services;
• availability of your personnel or points of contact with authority to make decisions and grant access as needed; and
• reasonable protection of, and secure staging space for, materials and equipment delivered to the Site Location.

You are also responsible for backing up your data before we perform any Services that could affect systems or data; identifying network, system, or environmental constraints in advance; obtaining and maintaining all Third-Party Product licenses and subscriptions required for the Services; and designating an authorized contact for approvals, escalations, and change orders. You are responsible for the acts and omissions of your personnel, contractors, and other vendors at the Site Location, and for any delay or additional cost caused by them.

If access or conditions are not as required. If we arrive and cannot safely or lawfully perform the Services because access, site readiness, or site conditions are not as required — or because information you provided was inaccurate or incomplete — we may treat the visit as a cancellation or reschedule and may charge trip, standby, mobilization, and rescheduling fees as described in the applicable Service Agreement. Any resulting delay is not our responsibility, and dependent timelines and service levels are adjusted accordingly.

16. Scheduling, Rescheduling, and Cancellation

Scheduling. Service dates, windows, and dispatch times are coordinated between you and us and confirmed through the applicable Service Agreement, work order, or scheduling communication. Scheduled dates are targets based on then-available information and resources and are not guarantees unless expressly stated as a firm commitment or service level in a Service Agreement.

Rescheduling and cancellation by you. If you need to reschedule or cancel scheduled Services, you must notify us as far in advance as reasonably possible. Unless the applicable Service Agreement states otherwise, changes or cancellations made with less than the notice period specified in that agreement (or, absent a stated period, less than two (2) business days before the scheduled window) may incur rescheduling, cancellation, trip, mobilization, restocking, or standby fees to cover costs already committed, including dispatched labor and pre-staged materials.

Rescheduling by us. We may reschedule Services where reasonably necessary — for example, due to resource availability, safety concerns, site or access issues, third-party dependencies, or Force Majeure Events — and will use commercially reasonable efforts to give you advance notice and to reschedule promptly.

On-site waiting time. If our Field Engineer is delayed on-site, prevented from working, or required to wait due to conditions within your control (including access delays, unavailability of your personnel, or unsafe conditions), standby time may be billable at our then-current rates, and completion timelines may be extended accordingly.

17. Third-Party Hardware, Software, and Manufacturer Warranties

Pass-through only; no additional Fieldsify warranty. Many engagements involve Third-Party Products that we procure, install, configure, integrate, or support on your behalf. Third-Party Products are covered solely by the warranties, terms, licenses, and support commitments of their respective manufacturers, publishers, or providers. To the extent permitted and transferable, we will pass through to you the benefit of any applicable manufacturer or vendor warranty. Fieldsify does not itself warrant, guarantee, or assume responsibility for Third-Party Products and provides no additional or independent warranty on them beyond this pass-through; our workmanship warranty applies only to our own work, not to the Third-Party Products themselves.

Third-party terms bind you. Your use of Third-Party Products is subject to the applicable third-party license agreements, subscription terms, acceptable-use policies, and warranty terms, which you are responsible for reviewing, accepting, and complying with. Where we procure Third-Party Products on your behalf, you authorize us to accept applicable ordering and license terms as your agent to the extent necessary to complete the order.

Availability, pricing, and claims. Third-Party Product availability, pricing, and delivery lead times are set by the applicable vendors and are outside our control; we are not responsible for vendor delays, discontinuations, back-orders, price changes, or defects. Where a Third-Party Product is defective, out of warranty, or end-of-life, remediation may fall outside the scope of the applicable Service Agreement and may be subject to additional fees. We will provide reasonable assistance in facilitating manufacturer or vendor warranty claims where practicable, but the resolution of any such claim is between you and the applicable third party, subject to that third party's terms.

18. Subcontractors and Our Global Engineering Network

Fieldsify delivers Services through a Global Engineering Network that includes our own personnel and qualified independent contractors and subcontractors. You agree that we may use subcontractors and independent Field Engineers to perform all or part of the Services. We remain responsible for the performance of Services delivered through our network in accordance with the applicable Service Agreement and these Terms, to the same extent as if performed by our own employees.

We are responsible for selecting and managing our subcontractors and, subject to any confidentiality and access obligations, may determine which personnel are assigned to a given engagement. You may not direct, contract with, solicit, or engage our Field Engineers or subcontractors independently of Fieldsify except as expressly permitted in a Service Agreement.

19. Fees and Payment

The specific fees, rates, billing model (fixed-fee, time-and-materials, recurring/managed-service, or milestone-based), invoicing schedule, and payment terms for any engagement are set out in the applicable Service Agreement, which controls in the event of any conflict. This section states the general framework:

• Currency and taxes. Unless stated otherwise, fees are quoted in U.S. dollars and are exclusive of applicable taxes, duties, tariffs, permits, and similar charges, which are your responsibility (other than taxes on our net income).
• Expenses. Unless a Service Agreement states that fees are all-inclusive, reasonable travel, mobilization, shipping, materials, and out-of-pocket expenses may be billed in addition to service fees.
• Recurring and managed services. Managed, subscription, help-desk, monitoring, backup, and other recurring Services are billed on the cycle stated in the Service Agreement and typically renew automatically unless cancelled in accordance with that agreement.
• Invoicing and payment. Invoices are due within the period stated in the Service Agreement or, if none is stated, within thirty (30) days of the invoice date. Undisputed past-due amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and we may recover reasonable costs of collection.
• Disputed amounts. You must notify us in writing of any good-faith dispute regarding an invoice within the period stated in the Service Agreement (or, absent a stated period, within fifteen (15) days of the invoice date), and pay all undisputed amounts when due.
• Suspension for non-payment. We may suspend or withhold Services, deliverables, or dispatch for undisputed amounts that remain unpaid after written notice, without liability, and any resulting delay is not our responsibility.
• Third-Party Product costs. Costs of Third-Party Products, licenses, and subscriptions are your responsibility and may be subject to prepayment or deposit as stated in the applicable quote or SOW.

20. Service Warranties and Remedies

Workmanship warranty. We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Unless a Service Agreement specifies a different warranty period, we warrant our workmanship for thirty (30) days from completion of the applicable Services.

Your exclusive remedy. If Services fail to meet the workmanship warranty and you notify us in writing within the applicable warranty period with reasonable detail, your sole and exclusive remedy, and our entire obligation, is that we will — at our option and expense — re-perform the deficient portion of the Services or correct the deficient workmanship. If we determine that re-performance is not commercially reasonable, we may instead refund the fees paid for the specific deficient Services.

Warranty exclusions. The workmanship warranty does not apply to, and we are not responsible for, any deficiency, failure, or loss to the extent arising from: (a) Third-Party Products (covered only by the pass-through above); (b) modifications, repairs, moves, or additions performed by anyone other than Fieldsify; (c) your or a third party's acts, omissions, misuse, negligence, or failure to follow instructions or maintain the environment; (d) inaccurate, incomplete, or changed requirements, site conditions, or information you provided; (e) pre-existing conditions, defects, or infrastructure not installed by us; (f) power, connectivity, environmental, or facility issues outside our control; (g) data loss where you did not maintain current backups; or (h) Force Majeure Events.

This express warranty is in addition to, and does not limit, the general disclaimer in "Disclaimer of Warranties" below. Any additional warranties, limitations of liability, and indemnities applicable to a paid engagement are set out in the applicable Service Agreement and control over general Website content.

21. Disclaimer of Warranties

THE WEBSITE, ALL WEBSITE CONTENT, AND — EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THESE TERMS OR IN A SERVICE AGREEMENT — THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the fullest extent permitted by applicable law, Fieldsify, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, disclaims all warranties, including the implied warranties of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, and NON-INFRINGEMENT, and any warranties arising out of course of dealing, course of performance, usage, or trade practice.

Without limiting the foregoing, we make no representation or warranty that the Website, Website Content, or Services will:

• meet your requirements or achieve any intended results;
• be compatible with any other software, system, or service;
• be available on an uninterrupted, secure, timely, or error-free basis, or that any defects or errors will be corrected;
• be free of viruses, malware, or other harmful components; or
• be accurate, reliable, complete, or current, or that any system will be free from vulnerability, intrusion, or data loss.

Any material downloaded or otherwise obtained through the Website is accessed at your own discretion and risk, and you are solely responsible for any damage to your systems or loss of data that results. Statements and descriptions of the Services on the Website are for general information and marketing purposes only and do not constitute warranties; any warranties applicable to Services actually engaged are set forth exclusively in the applicable Service Agreement, and nothing in this section limits, replaces, or diminishes any warranty we expressly give you in a signed Service Agreement.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of applicable statutory consumer rights, so some or all of the above exclusions may not apply to you. In that case, such warranties are limited to the minimum scope and duration permitted by applicable law.

22. Limitation of Liability

Exclusion of indirect and certain other damages. To the fullest extent permitted by applicable law, in no event will Fieldsify, its affiliates, or its and their respective directors, officers, employees, agents, contractors, licensors, suppliers, or service providers (collectively, the "Fieldsify Parties") be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, data, or anticipated savings, or the cost of substitute products or services, arising out of or relating to your access to or use of (or inability to access or use) the Website, any Website Content, any Third-Party Materials, or these Terms — whether based on warranty, contract, tort (including negligence), strict liability, statute, or any other legal theory, and whether or not the Fieldsify Parties have been advised of the possibility of such damages, even if a limited remedy set forth in these Terms is found to have failed of its essential purpose.

Liability cap. To the fullest extent permitted by applicable law, the total aggregate liability of the Fieldsify Parties for all claims arising out of or relating to your use of the Website or these Terms will not exceed the greater of (a) the total amount, if any, you paid to Fieldsify for access to or use of the Website during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100.00). Because access to and use of the Website is generally provided free of charge, you acknowledge that this cap reflects a reasonable allocation of risk.

Relationship to Service Agreements. The limitations in this section apply to liability arising from your use of the Website and these Terms. Any liability of Fieldsify arising out of Services engaged under a Service Agreement is governed by the limitation-of-liability and other provisions of that Service Agreement, and not by this section.

Carve-outs. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. Consistent with California Civil Code section 1668, the exclusions and cap above do not apply to liability arising from: fraud, fraudulent misrepresentation, or willful misconduct; gross negligence, to the extent applicable law does not permit its limitation; death or personal injury caused by our negligence; a party's indemnification obligations under these Terms; or your obligation to pay amounts owed to us.

Basis of the bargain. The disclaimers, exclusions, and limitations in these Terms reflect a reasonable and agreed allocation of risk between you and Fieldsify, form an essential basis of the bargain between us, and will apply to the fullest extent permitted by law even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, or certain other damages, so some or all of the above may not apply to you; in such jurisdictions, the liability of the Fieldsify Parties is limited to the fullest extent permitted by applicable law.

23. Indemnification

Your indemnification of us. To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Fieldsify Parties from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorneys' fees and other legal costs) arising out of or relating to: (a) your access to or use or misuse of the Website; (b) your violation or alleged violation of these Terms or any documents incorporated by reference; (c) your User Submissions or any content you submit through the Website; (d) your violation of any applicable law or regulation; or (e) your violation of any right of any third party, including any intellectual property, privacy, publicity, or proprietary right. This obligation does not apply to the extent a claim arises from our own gross negligence, willful misconduct, or breach of these Terms.

Our indemnification of you. To the extent needed to make this allocation fair and reciprocal, we agree to defend, indemnify, and hold you harmless from and against third-party claims to the extent they arise out of our gross negligence or willful misconduct in operating the Website, subject to the limitations of liability set out above. Indemnities relating to paid Services (for example, intellectual-property infringement, on-site property damage, or bodily injury) are addressed in the applicable Service Agreement and are not covered by this section.

Procedure. The party seeking indemnification will (a) promptly notify the other party in writing of the claim (a delay in notice reduces the indemnifying party's obligations only to the extent it is actually prejudiced by the delay); (b) give the indemnifying party sole control of the defense and settlement, except that no settlement may impose any non-monetary obligation or admission of fault on the indemnified party without its prior written consent, which will not be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense. This obligation survives the termination of these Terms and your use of the Website.

24. Term, Termination, and Survival

Term. These Terms remain in effect for as long as you use the Website or receive Services. The duration and renewal of any engagement — including any minimum, initial, or renewal terms for managed or recurring Services — are set out in the applicable Service Agreement.

Termination of Website access. We may, in our sole discretion and without notice or liability, suspend or terminate your access to all or any part of the Website at any time and for any reason, including if we believe you have violated these Terms or used the Website unlawfully or in a manner that could harm us, our customers, or third parties. You may stop using the Website at any time. Upon termination, your right to access and use the Website immediately ceases.

Termination of engagements. Unless a Service Agreement provides otherwise, either party may terminate an engagement for convenience on the notice period stated in that agreement; if none is stated, a project-based engagement may be terminated by either party on written notice, in which case you remain responsible for Services performed, Deliverables provided, non-cancellable commitments, and materials ordered or committed through the effective date. Either party may terminate for cause if the other materially breaches the applicable Service Agreement or these Terms and fails to cure within thirty (30) days after written notice (or immediately, in the case of non-payment beyond any applicable cure period, or a breach incapable of cure). On termination, you will pay all fees and expenses accrued or committed through the effective date, and each party will return or, at the disclosing party's option, destroy the other's confidential materials as required by the Service Agreement. Transition assistance for managed or recurring Services, if any, is provided as described in the applicable Service Agreement and may be subject to additional fees.

Survival. Any provision that by its nature should survive will survive termination or expiration, including Definitions, Intellectual Property and Trademarks, Your Submissions and Feedback, Privacy, Cookies, and Confidentiality, Fees and Payment (as to accrued amounts), Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Venue, Dispute Resolution, and General Provisions, together with any accrued payment obligations.

25. Force Majeure

Except for payment obligations, neither party (and no Fieldsify Party) is liable for any delay or failure to perform to the extent caused by events beyond its reasonable control ("Force Majeure Events"), including acts of God; natural disasters; fire, flood, or severe weather; epidemic or pandemic; war, terrorism, civil unrest, or government action; labor disputes or shortages; failures or delays of utilities, internet, telecommunications, or transportation; supply-chain disruptions; shortages or delays in Third-Party Products; denial-of-service or other cyberattacks; and failures or delays of third-party vendors, carriers, or subcontractors that are themselves caused by a Force Majeure Event.

The affected party will use commercially reasonable efforts to notify the other party, mitigate the impact, and resume performance promptly. Deadlines and service levels affected by a Force Majeure Event are extended for the duration of the event and a reasonable recovery period. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected engagement on written notice, and you will remain responsible for Services performed and non-cancellable commitments incurred through the termination date.

26. Governing Law and Venue

These Terms, your use of the Website, and any dispute or claim of any kind arising out of or relating to them or to the Website (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the Dispute Resolution section below, you and Fieldsify agree that any legal action or proceeding not subject to arbitration will be brought exclusively in the state or federal courts located in San Diego County, California, and each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum. This choice of law and venue does not deprive you of any protection provided by mandatory laws of your place of residence or principal place of business that cannot be contractually waived. Services governed by a Service Agreement may specify their own governing law and venue, which control for those Services.

27. Dispute Resolution; Arbitration and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL, AND REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES.

Informal resolution first. Before initiating any arbitration or formal proceeding, you and Fieldsify agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Website (a "Dispute") informally. You agree to send a written notice of Dispute to support@fieldsify.com describing the nature and basis of the claim and the relief sought, and the parties will attempt in good faith to resolve it through negotiation within sixty (60) days after the notice is received. This informal step is a precondition to bringing a formal claim, except that either party may seek urgent injunctive relief at any time as described below.

Binding arbitration. If a Dispute is not resolved within that period, it will be resolved by final and binding individual arbitration, rather than in court, except as expressly set out below. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, for qualifying disputes, its Streamlined Arbitration Rules) then in effect, before a single neutral arbitrator, seated in San Diego County, California, and conducted in English, although the arbitrator may allow the submission of documents, testimony, and appearances by video or telephone. The arbitrator has exclusive authority to resolve any Dispute, including any question as to the scope, enforceability, or arbitrability of this arbitration agreement, except that any question regarding the enforceability of the class-action waiver below will be decided by a court. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

Class-action and jury-trial waiver. You and Fieldsify agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate or join the claims of more than one person and may not otherwise preside over any form of representative or class proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief on that party's individual claim. You and Fieldsify also waive the right to a trial by jury. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may be brought in court, while all other claims remain subject to arbitration. Because the Website and Services are directed to businesses rather than consumers, this waiver is intended to apply in the commercial context.

Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual claim in a small-claims court of competent jurisdiction if the claim qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or other rights, or to prevent the unauthorized access to or use of the Website. Seeking such relief will not waive either party's right to arbitrate any other Dispute.

Opt-out. You may opt out of this arbitration agreement and the class-action waiver by sending written notice of your decision to support@fieldsify.com within thirty (30) days after you first accept these Terms. The notice must include your name, the entity you represent (if any), and a clear statement that you wish to opt out of arbitration. If you opt out, Disputes will be resolved in the courts identified in "Governing Law and Venue." Opting out has no effect on any other part of these Terms.

Time limit. To the extent permitted by applicable law, any Dispute arising out of or relating to the Website or these Terms must be commenced within one (1) year after the claim arises; otherwise, it is permanently barred. This limit does not apply where applicable law prohibits shortening the limitations period. This section does not govern disputes arising under a Service Agreement, which contains its own dispute-resolution provisions that control for those disputes.

28. General Provisions

Entire agreement. These Terms, together with our Privacy Policy, our Cookie Policy, and any additional terms incorporated by reference, constitute the sole and entire agreement between you and Fieldsify with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties on that subject. These Terms do not supersede or modify any Service Agreement, which governs the Services to which it applies and constitutes the entire agreement between the parties with respect to that subject matter.

Assignment. You may not assign, transfer, or delegate these Terms or any of your rights or obligations under them, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempted assignment without such consent is null and void. Fieldsify may freely assign, transfer, or delegate these Terms and any of its rights and obligations under them, in whole or in part, without notice or consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible or, if it cannot be, modified to the minimum extent necessary to make it valid and enforceable, or severed, and the remaining provisions will continue in full force and effect.

No waiver. No failure or delay by Fieldsify in exercising or enforcing any right or provision of these Terms operates as a waiver of that right or provision, and no single or partial exercise precludes any further exercise of it or any other right. Any waiver must be in writing and signed by an authorized representative of Fieldsify to be effective, and a waiver in one instance does not waive any right in any other instance.

Notices. We may provide notices to you by posting them on the Website or, where we have your contact details, by email or other electronic means; such notices are effective when posted or sent, and it is your responsibility to keep any contact information you provide current. Unless a Service Agreement specifies a different method, you may send us legal notices — including notices under the Dispute Resolution section — by email to support@fieldsify.com or by mail to Fieldsify, 5965 Village Way, San Diego, CA 92130, USA; notices to us are effective upon our receipt.

Electronic communications and signatures. You consent to receive communications, notices, agreements, and disclosures from us in electronic form, and you agree that electronic delivery satisfies any legal requirement that such communications be in writing. You further agree that your electronic acceptance, click-through agreement, or electronic signature has the same legal effect as a handwritten signature, and that electronic records may be used as evidence, to the fullest extent permitted by applicable law, including the U.S. federal E-SIGN Act and applicable state and Canadian equivalents.

Relationship of the parties; no third-party beneficiaries. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and Fieldsify, and neither party has authority to bind the other or incur any obligation on the other's behalf. There are no third-party beneficiaries to these Terms, except that the Fieldsify Parties are intended beneficiaries of the disclaimer, limitation-of-liability, and indemnification provisions.

Interpretation; language; export compliance. Section headings are for convenience only and do not define, limit, or affect the interpretation of any provision. These Terms are drafted in the English language, which controls. You agree to comply with all applicable U.S. and other export control, re-export, and economic sanctions laws and regulations in connection with your use of the Website.

29. Contact Us

If you have any questions, concerns, or notices regarding these Terms, the Website, our Services, or a request under our Privacy Policy, please contact us:

• Fieldsify
• 5965 Village Way, San Diego, CA 92130, United States
• Email: support@fieldsify.com
• Phone: +1 858 4000157
• Website: https://fieldsify.com

By using the Website, you acknowledge that you have read and understood these Terms & Conditions and agree to be bound by them.