Terms of Service (“Terms”)
Last updated: July 28, 2017
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the FieldLogix web application and the Goose mobile application (the “Service”) operated by FieldLogix (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms then you do not have permission to access the Service.
By creating an Account on our Service, you agree to subscribe to newsletters, notification messages, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
Our Service allows you to post, link, store, share and otherwise make available certain information, such as: text, graphics, customer information, your locations, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service.
FieldLogix has the right but not the obligation to monitor and edit all Content provided by users.
In addition, Content found on or through this Service is the property of FieldLogix or used with permission.
The Service and its original Content (excluding Content provided by users), features and functionality are and will remain the exclusive property of FieldLogix and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of FieldLogix.
FieldLogix and our 3rd party service providers hereby grants only to User a non-transferable, non-exclusive right and license to use any software provided pursuant to this Agreement or contained in or embedded in any of the Services (collectively, the “Software”), solely in conjunction with such Services, in object code form only. User may only transfer such Software together with, and as incorporated in, the Services with which it was originally delivered. User receives no title or ownership rights to such Software. Except for the license granted in this Section, all right, title and interest in the Software shall remain the exclusive property of FieldLogix and our licensors. This Agreement does not give User any right to reproduce the Software or any related documentation, and User agrees that it shall not decompile, disassemble, compile or reverse engineer the Software or otherwise attempt to gain access to the Software source code.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by FieldLogix. FieldLogix has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that FieldLogix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
You agree to defend, indemnify and hold harmless FieldLogix and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
Limitation Of Liability
In no event shall FieldLogix, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
FieldLogix its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Limitation of Liability
FIELDLOGIX SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR ON SEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF FIELDLOGIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST USER. FIELDLOGIX’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE PRICE PAID BY USER FOR SUCH SERVICE.
FIELDLOGIX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES SOLD HEREUNDER. FIELDLOGIX EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Term & Termination
Upon subscription to the Service and enrollment of each driver, User enters a month-to-month commitment term for each driver User. Upon expiration of any offered “trial” or “evaluation” Term, User will enter the Commitment Term automatically unless User notifies FieldLogix of User’s intent to cancel the Service. Upon the expiration of the initial Commitment Term. User will receive 30 days notice of any price increases. User may terminate Service after the initial and successive Commitment Terms by submitting the termination request via fax or e-mail. Termination will take effect at the end of the billing cycle in which the termination request is received.
User has the right to terminate this agreement, in writing, if not satisfied with the Services. Upon receipt of such termination, User is not obligated to pay fees for the Services after the termination of the Commitment term and User shall immediately discontinue use of the Services.
WE RESERVE THE RIGHT TO IMMEDIATELY TERMINATE USER’S SERVICES DUE TO THE USER’S USE OF THE SERVICE FOR ILLEGAL ACTIVITIES, ANY COURT ORDERS INSTRUCTING US TO TERMINATE THE USER’S SERVICE, OR ANY ACTIVITIES THAT ARE DEEMED A THREAT TO THE NATIONAL SECURITY INTERESTS OF THE UNITED STATES OF AMERICA.
All provisions of the Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
User acknowledges that (i) the Service is designed to store data while outside of a cellular data coverage area, however there is the possibility that all data may not be stored and retrieved by User when within coverage or when calling connectivity is restored; (ii) at times, data collected by the Service are not provided instantaneously and delays in receipt of data are normal; (iii) Location accuracy will vary based on several factors that are beyond the control of FieldLogix; (iv) the Service may not operate in enclosed spaces, in buildings, between tall buildings, underground or in canyons; (v) although portions of the Services (including the on-line service) may be encrypted, the Services (including the on-line service) are capable of being intercepted without knowledge of or permission from FieldLogix or our 3rd party providers by others; (vi) FieldLogix is not responsible for the terms, conditions or obligations arising from agreements between User and any cellular network or airtime provider in connection with the Services; (vii) User’s agreement with any cellular network or airtime provider, terms of cancellation between User and its cellular network or airtime provider may differ from the terms provided by FieldLogix; (viii) FieldLogix assumes no responsibility for improper storage of data or information by User or delivery of messages; (ix) User assumes the entire risk in downloading or otherwise accessing any data, information, files or other materials obtained from the website, even if User has paid for or otherwise been provided virus protection services; (x) Location data will be stored on FieldLogix’ and/or our 3rd party service providers’ websites and databases for a limited time period. User is responsible for downloading and storing data before the limited time period elapses. Data may be archived from such websites and databases after the limited storage time period expires and require additional fees for retrieval; (xi) FieldLogix and our 3rd party service providers reserve the right to limit or disable access to the website periodically for maintenance purposes. While most maintenance will be carried out during non-peak evening hours, there will be occasions where maintenance must be carried out during normal business hours; and (xii) It is the User’s responsibility to ensure that data service subscriptions with the cellular provider are adequate for the amount of data the Service will consume on a monthly basis. FieldLogix is not responsible for overage fees that may be incurred due to the Service’s data consumption exceeding the amount of data available in the User’s data service subscription with the cellular provider.
Coverage and Data Transmission
The Services are dependent on the coverage and calling areas of cellular networks owned and operated by third parties. Coverage and calling areas are approximate and do not cover portions of North America. Actual coverage and operation of the Service depends on system availability and capacity, system upgrades, repairs, maintenance, modifications and relocation, User’s equipment, terrain, signal strength, structural conditions, weather and atmospheric conditions, governmental regulations, suspected fraudulent activities, acts of God and other conditions beyond FieldLogix’s reasonable control. FieldLogix will not be responsible for limits in coverage or performance degradation due to any such conditions. User acknowledges that coverage and calling areas may be interrupted, halted, or curtailed or the quality of the transmission may be diminished at any time. The Services are dependent upon the availability of the Internet, which is owned and operated by and accessed through third parties.
Accounts, Security, and Deactivation
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
The Service transmits your locations and other specified information, and is associated with an account that includes personal information such as your name, address, telephone number, email address, username and password. For your security you must not use username and password combinations to access our website that are also used for any other secured websites. This includes banking, credit card, and other financial websites. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization.
If you wish to cancel our Service, all historical location data that exists for the user being removed from the system may be deleted.
We reserve the right to refuse service, terminate accounts, remove or edit content in our sole discretion.
High Risk Activities
The Service is not fault tolerant and is not designed, manufactured or intended for use in life support, emergency, mission critical or other ultra-hazardous activities (“High Risk Activities”). FieldLogix specifically disclaims any express or implied warranty of fitness for such High Risk Activities. User represents and warrants that it will not use, or permit to be used, the Services for such High Risk Activities, and User agrees to fully indemnify and hold harmless FieldLogix for any damages or other losses resulting from such use.
Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of FieldLogix shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of FieldLogix, including without limitation, failure of a cellular network or the Internet network, strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, acts of terrorism, nuclear disasters, illegal hacking of our websites or server infrastructure, or default of a common carrier.
User shall not without FieldLogix’ prior written consent use, duplicate, or disclose any technical data, or any information on the construction of the Services provided or disclosed by FieldLogix to User for any purposes other than for the operation of the Services.
Except as specifically provided in this Agreement, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be submitted to binding arbitration to be held in accordance with the rules of the American Arbitration Association (the “Rules”). The decision of the arbitrator shall be final, conclusive and binding on the parties to the Arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The parties shall each bear their own attorney fees with respect to such Arbitration but shall share equally the other costs and expenses of Arbitration.
Governing Law & Venue
This Agreement and performance by the parties hereunder shall be construed in accordance with the laws of the United States of American and the State of California, without regard to its conflict of law provisions. The venue for any arbitration proceeding shall be in San Diego, California and the arbitration proceedings shall be governed by the laws of California.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
THE SERVICE IS TO BE USED ONLY AS AN AID IN PLANNING. USER ACKNOWLEDGES THAT, AS WITH ANY MAPS OR DRIVING DIRECTIONS, USER SHOULD ALWAYS RECHECK DIRECTIONS AND DRIVING CONDITIONS FOR ACCURACY AND CONFIRM THAT THE ROAD STILL EXISTS, BE AWARE OF CONSTRUCTION AND OTHER HAZARDS AND FOLLOW ALL SAFETY PRECAUTIONS AND LAW.
USER IS ADVISED THAT IT IS IMPROPER TO USE THE SERVICE WHILE OPERATING A MOTOR VEHICLE. THE USER ACKNOWLDEGES THAT FIELDLOGIX IS NOT LIABLE FOR INJURIES, CASUALTIES, AND PROPERTY DAMAGE INCURRED WHILE USING THE SERVICE DURING THE OPERATION OF A MOTOR VEHICLE.
BY USING THE SERVICE, THE USER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
If you have any questions about these Terms, please contact us.