Terms of Use

1. Acceptance of these Terms

These Terms of Use (the "Terms") are a binding agreement between you and FieldXM, Inc. ("FieldXM") that governs your access to and use of the FieldXM marketing website at fieldxm.com and any related FieldXM web pages that link to these Terms (together, the "Site").

By accessing or using the Site, you acknowledge that you have read and agree to these Terms and to our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree with these Terms, do not access or use the Site.

2. Definitions

To keep these Terms readable, a few terms are used throughout:

• "FieldXM", "we", "us", and "our" mean FieldXM, Inc., a Delaware C corporation.
• "Site" means the FieldXM marketing website at fieldxm.com and any related FieldXM web pages that link to these Terms.
• "You" and "your" mean the individual accessing or using the Site and, where you act for an organization, that organization.
• "Content" means all text, graphics, design, layout, software, code, and other materials made available on the Site.

3. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Site. By using the Site, you represent and warrant that you meet these requirements.

If you use the Site on behalf of a company or other organization, you represent and warrant that you have authority to bind that organization to these Terms, in which case "you" and "your" also refer to that organization. The Site is intended for business and professional users.

4. Scope and relationship to other agreements

These Terms govern your use of the marketing Site only. They are not, and do not create, a contract for the provision of any product or service.

If you later receive access to a FieldXM product, service, beta, evaluation, or design-partner program, that access will be governed by a separate written agreement between you and FieldXM. To the extent such a separate agreement conflicts with these Terms with respect to that product or service, the separate agreement controls for that product or service.

5. Pre-launch and no-offer disclaimer

FieldXM is in a pre-launch stage. The Site is provided for general informational and marketing purposes only.

No generally available product. The FieldXM product is not generally available. The Site is not an offer to sell, a solicitation of an offer to buy, or a commitment to provide any product, service, feature, functionality, or service level.

Forward-looking statements. Statements on the Site about our product, roadmap, positioning, timing, capabilities, or future plans are forward-looking, reflect current expectations only, and may change at any time without notice. They are not promises, guarantees, or commitments, and you should not rely on them in making any decision.

Demo and contact requests. Submitting a demo request, a request to be contacted, or any other form on the Site does not create a contract, offer, reservation, account, or any service-level or other obligation on the part of FieldXM, and does not entitle you to access any product or service. We may decline to respond to or act on any submission in our discretion.

6. Intellectual property

The Site and all Content, including its software, source code, design, layout, structure, text, graphics, and the overall "look and feel", are owned by FieldXM or its licensors and are protected by copyright, trade dress, and other intellectual-property laws of the United States and other countries.

Except for the limited license expressly granted in Section 8, FieldXM reserves all rights, title, and interest in and to the Site and Content. No right, title, or interest in the Site or Content is transferred to you, and all rights not expressly granted are reserved.

7. Trademarks

"FieldXM", the FieldXM logo and wordmark, and related names, logos, and marks are trademarks of FieldXM, Inc. Other names, logos, and marks that appear on the Site are the property of their respective owners; their appearance does not indicate any sponsorship, affiliation with, or endorsement by FieldXM.

Nothing on the Site or in these Terms grants you any license or right to use any FieldXM trademark, or any third-party trademark, without the prior written permission of the mark's owner.

8. Limited license to use the Site

Subject to your compliance with these Terms, FieldXM grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and view the Site and its Content for your lawful personal use or internal business purposes.

This license does not permit you to, and you may not: resell or commercially exploit the Site or Content; copy, reproduce, distribute, or republish any substantial portion of the Site or Content; frame or mirror the Site; or use the Site or Content in any way not expressly permitted by these Terms. FieldXM may suspend or revoke this license at any time.

9. Acceptable use and prohibited conduct

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

• access, scrape, crawl, harvest, index, spider, or copy the Site or its data by any automated means, including bots, scrapers, or data-mining tools, except for legitimate search-engine indexing carried out in accordance with our robots.txt;
• reverse engineer, decompile, or disassemble any part of the Site, or otherwise attempt to discover or derive its source code, except to the limited extent applicable law expressly permits despite this restriction;
• probe, scan, or test the vulnerability of the Site or any related system or network, or breach, disable, or circumvent any security, authentication, or rate-limiting measure;
• interfere with, disrupt, or place an unreasonable or disproportionately large load on the Site or its infrastructure, including any denial-of-service or distributed-denial-of-service attack;
• use the Site for any unlawful, infringing, fraudulent, deceptive, defamatory, or otherwise harmful purpose, or in violation of these Terms or any applicable law or regulation;
• harvest or collect information about other users, or impersonate any person or entity, or misrepresent your identity or affiliation with any person or entity;
• introduce any virus, worm, malware, or other harmful code to the Site, or use the Site to transmit unsolicited or unauthorized advertising or communications; or
• remove, obscure, or alter any copyright, trademark, or other proprietary-rights notice on the Site.

We may investigate any suspected violation and take appropriate action, including restricting or terminating access, removing content, and cooperating with or reporting to law enforcement.

10. Submissions and feedback

Form submissions. Information you submit through a form on the Site, such as a demo or contact request, is handled in accordance with our Privacy Policy. You are responsible for the accuracy of the information you submit, and you represent that you are entitled to submit it.

Feedback. If you send us ideas, suggestions, comments, or other feedback about the Site or FieldXM ("Feedback"), you agree that the Feedback is non-confidential and non-proprietary. You grant FieldXM a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and sublicensable license to use, reproduce, modify, adapt, publish, and otherwise exploit the Feedback for any purpose, without any obligation, attribution, or compensation to you. Please do not send us any information you consider confidential or proprietary; we have no obligation to treat Feedback as confidential.

11. Third-party links and content

The Site may contain links to third-party websites, services, or resources that FieldXM does not own or control. We provide these links for your convenience only, and their inclusion does not imply our endorsement of, or responsibility for, any third party.

We are not responsible for the availability, accuracy, content, products, services, or practices of any third-party site or resource. Your access to and use of any third-party site or resource is at your own risk and subject to that third party's terms and policies.

12. Privacy

Our collection and use of personal information in connection with the Site is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Site, you acknowledge that you have read the Privacy Policy. The Site uses no non-essential cookies or trackers; see the Privacy Policy for details.

13. Disclaimers of warranties

The Site and all Content are provided "as is" and "as available", with all faults and without warranties of any kind, whether express, implied, or statutory.

To the fullest extent permitted by applicable law, FieldXM and its licensors disclaim 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 or usage of trade.

FieldXM does not warrant that the Site will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Site or the servers that make it available are free of viruses or other harmful components; or that the Site or its Content is accurate, complete, reliable, current, or non-misleading.

Some jurisdictions do not allow the exclusion of certain warranties, so some 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.

14. Limitation of liability

To the fullest extent permitted by applicable law, in no event will FieldXM or its officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to your access to or use of (or inability to access or use) the Site, whether based in contract, tort (including negligence), strict liability, or any other theory, and even if FieldXM has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, FieldXM's total aggregate liability arising out of or relating to these Terms or the Site will not exceed the greater of (a) the total amounts you paid to FieldXM, if any, in the 12 months before the event giving rise to the liability, or (b) USD $100.

Because the Site is provided free of charge, the cap described above is expected to be USD $100. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. The exclusions and limitations in this Section and in Section 13 are a fundamental basis of the bargain between you and FieldXM and apply even if a limited remedy fails of its essential purpose.

15. Indemnification

You agree to indemnify, defend, and hold harmless FieldXM and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use or misuse of the Site; (b) your violation of these Terms; or (c) your violation of any applicable law or the rights of any third party.

FieldXM reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with FieldXM's defense of that matter. You may not settle any matter that affects FieldXM without FieldXM's prior written consent.

16. DMCA and copyright complaints

FieldXM respects the intellectual-property rights of others and responds to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (the "DMCA").

Notice of infringement. If you believe that material on the Site infringes a copyright you own or control, please send a written notice to our designated agent at hello@fieldxm.com. Your notice must include:

1. your physical or electronic signature;
2. identification of the copyrighted work you claim has been infringed;
3. identification of the material you claim is infringing, with information reasonably sufficient to let us locate it on the Site;
4. your name, mailing address, telephone number, and email address;
5. a statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
6. a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

Counter-notification. If you believe that material you submitted was removed or disabled by mistake or misidentification, you may send a written counter-notification to the same designated agent. Your counter-notification must include the elements required by Section 512(g) of the DMCA (17 U.S.C. § 512(g)), including your signature; identification of the removed material and the location where it appeared before removal; a statement, under penalty of perjury, that you have a good-faith belief the material was removed by mistake or misidentification; your name, address, and telephone number; and your consent to the jurisdiction of the federal court for your district (or, if outside the United States, any judicial district in which FieldXM may be found) and to accept service of process from the party who filed the original notice.

Repeat infringers. FieldXM will, in appropriate circumstances and in its discretion, restrict or terminate access for users who are determined to be repeat infringers.

17. Governing law and venue

These Terms, and any dispute or claim arising out of or relating to these Terms or the Site, are governed by and construed in accordance with the laws of the State of Utah, without giving effect to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the Dispute Resolution provisions in Section 18 (including the agreement to arbitrate), you and FieldXM agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in Utah County, Utah for any matter not subject to arbitration, and each party waives any objection to jurisdiction or venue in those courts, including any objection based on inconvenient forum.

18. Dispute resolution; arbitration; class-action waiver

Please read this section carefully. It requires you and FieldXM to resolve most disputes through binding individual arbitration and waives your right to a jury trial and to participate in a class action. You may opt out within 30 days as described below.

Informal resolution first. Before starting an arbitration, you agree to first try to resolve the dispute informally. Send a written notice to hello@fieldxm.com describing the dispute and the relief you seek. You and FieldXM will then attempt in good faith to resolve the dispute for a period of 30 days from receipt of the notice. This informal-resolution process is a condition precedent to starting an arbitration; either party may begin arbitration only if the dispute is not resolved within that 30-day period.

Agreement to arbitrate. Except for the carve-outs described below, any dispute, claim, or controversy arising out of or relating to these Terms or the Site will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, rather than in court. The seat (legal place) of arbitration is Utah, and any in-person hearing will take place in Utah unless you and FieldXM agree otherwise; the arbitrator may also permit participation by telephone or video. The arbitrator has exclusive authority to resolve all issues, except that a court of competent jurisdiction, not the arbitrator, will decide the scope, validity, and enforceability of this arbitration agreement, including the class-action waiver below. Judgment on the arbitrator's award may be entered in any court having jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

Class-action waiver. You and FieldXM agree that each may bring claims against the other only in your or its 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 a class, collective, or representative proceeding. If a court decides that this class-action waiver is unenforceable as to a particular claim or request for relief, then that claim or request (and only that one) will be severed from arbitration and may proceed in a court of competent jurisdiction, while all other claims will continue in arbitration.

Small-claims and intellectual-property carve-outs. Either party may bring an individual claim in small-claims court if the claim qualifies and remains in that court. In addition, nothing in this Section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information, or to address unauthorized access to or use of the Site.

30-day right to opt out. You may opt out of this arbitration agreement and class-action waiver within 30 days after you first accept these Terms. To opt out, email hello@fieldxm.com with the subject line "Arbitration Opt-Out" and include your name and a clear statement that you wish to opt out of arbitration. Opting out has no effect on any other provision of these Terms, and does not affect any other or prior arbitration agreement you may have with FieldXM.

19. Changes to these Terms

We may modify these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page, and the revised Terms become effective when posted. For material changes, we may provide additional notice where appropriate.

The version of these Terms identified by the current "Last updated" date is the version that controls. Your continued access to or use of the Site after the revised Terms take effect constitutes your acceptance of them. If you do not agree to the revised Terms, you must stop using the Site.

20. Termination and suspension

We may suspend, restrict, or terminate your access to the Site, in whole or in part, at any time and for any reason, including for any actual or suspected violation of these Terms, with or without notice and without liability to you.

You may stop using the Site at any time. Any provision of these Terms that by its nature should survive termination, including those identified in Section 21, will survive.

21. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and FieldXM regarding the Site and supersede any prior or contemporaneous understandings on that subject.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later, and any waiver must be in writing to be effective.

Assignment. You may not assign or transfer these Terms, or any of your rights or obligations under them, without our prior written consent, and any attempt to do so is void. FieldXM may freely assign or transfer these Terms, including in connection with a merger, acquisition, financing, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Force majeure. FieldXM is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, internet or utility failures, or third-party service disruptions.

Headings. Section headings are provided for convenience only and do not affect the interpretation of these Terms.

Electronic communications. You consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

Survival. Sections 6 (Intellectual property), 7 (Trademarks), 10 (Submissions and feedback), 13 (Disclaimers of warranties), 14 (Limitation of liability), 15 (Indemnification), 17 (Governing law and venue), 18 (Dispute resolution), and this Section 21 survive any termination of your access to or use of the Site.

22. How to contact us

FieldXM, Inc. is a Delaware corporation based in the United States. For questions about these Terms, or for any legal or notice purpose under these Terms, contact us at hello@fieldxm.com.