Last Updated: March 1, 2021
BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
FIELDEYE IS NOT A DIRECT PROVIDER OF EQUIPMENT OR OTHER PRODUCTS OR SERVICES THAT ARE AVAILABLE VIA THE “SERVICES.” FIELDEYE PROVIDES INFORMATION RELATED TO AND A MEANS OF OBTAINING SUCH PRODUCTS OR SERVICES, WHICH ARE DIRECTLY PROVIDED BY THIRD PARTIES. FIELDEYE ASSUMES NO RESPONSIBILITY OR LIABILITY RELATED TO THE GOODS OR SERVICES PROVIDED BY OR ACTIONS OF SUCH THIRD PARTIES.
IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR CONTRACT WITH AN ENTITY (E.G., A CORPORATION, LIMITED LIABILITY COMPANY, OR PARTNERSHIP), (A) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, AND (B) “YOU,” AS USED IN THIS AGREEMENT, REFERS TO YOU AND THAT ENTITY.
“Vendor” means a user (person or entity) who uses the Services to offer, provide, manage or assist in the management of, receive payment for, or facilitate the provision of Third-Party Services. “Third-Party Services” means the products and services listed, quoted, scheduled, offered or provided by Vendors, or sought, scheduled or received by a Client, through the Service, including without limitation, equipment rentail via the FieldEye Marketplace. “Client” means any user who is registered to receive or request quotes from Vendors or otherwise use the Services to manage, receive, pay for, review or facilitate the receipt of Third-Party Services.
Subject to and conditioned on your compliance with these Terms, FieldEye hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services only for your internal business purposes. The rights granted to you under these Terms may only be exercised by (i) you, (ii) your employees, officers, or directors, or (iii) an individual acting your behalf, including any subcontractors (collectively, “Authorized Users”). You are responsible for any and all acts or omissions of Authorized Users, and any reference to you shall be deemed to include your Authorized Users.
Except as expressly permitted in these Terms, You shall not, and shall not allow any third-party to: (a) decompile, disassemble, or otherwise reverse engineer the Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Services by any means whatsoever; (b) distribute, sell, rent, lease, or use the Services (or any portion thereof) for time sharing, hosting, service provider, or like purposes; (c) modify, translate or create derivative works of any part of the Services; or (d) attempt to circumvent or disable any security mechanism that protects the Services against unauthorized use.
You may not use the FieldEye name or any of its brands, trademarks, service marks and logos that FieldEye makes available on the Services (“Marks”). FieldEye claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with FieldEye. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to FieldEye’s benefit.
By completing a request in connection with the Services, you are requesting and you expressly consent to being contacted by FieldEye and by our service providers or Vendors of your contact numbers or addresses, notwithstanding the fact that you may be listed on a federal, state or other applicable “Do Not Call” list, to enable FieldEye to provide the Services and any applicable support functions. You consent to receive SMS messages (including text messages), calls, messages (including prerecorded and artificial voice and autodialed) or other messaging from us, our agents, representatives, affiliates, anyone calling on our behalf or the service providers or Vendors at the specific number(s) you have provided to FieldEye, or numbers FieldEye can reasonably associate with your account (through skip trace, caller ID capture or other means), with information or questions about the Service. FieldEye may listen to and/or record phone calls between you and FieldEye’s representatives without notice to you as permitted by applicable law, including for quality monitoring purposes.
When retrieving information from the Services you are prohibited from (a) using or attempting to use spiders, robots, avatars, intelligent agents, or any other extraction or navigation search except for a normal browser, (b) aggregating, copying or duplicating any of the materials or information available from the Services except for the small amount of materials and information temporarily required for an ordinary single use of the Services, or (c) accessing the Services for the purpose of competing with FieldEye or its affiliates.
Certain pages of our Services require a user ID and password that you will create (your “Account”). You are responsible for maintaining the confidentiality of your Account, and you are fully and solely responsible for all activities that occur under your Account. It is up to you to take adequate precautions with your Account, and to immediately notify FieldEye of any unauthorized use of your Account.
By accessing the Services and using an Account, you agree:
You acknowledge that use of the Services may involve fees charged by FieldEye or Vendors in connection with the FieldEye Marketplace or the provision of Third-Party Services. If you wish to purchase (including rentals) any product or service made available through the Services ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, payment and shipping information.
Pricing information displayed on the Services is subject to change. All fees are final, non-refundable and, unless otherwise specified in the applicable invoice, are due and payable within thirty (30) days of the date of your receipt of an invoice. Any payment not received when due shall incur interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. Except as expressly stated in these Terms or on the Services, FieldEye has no obligation to provide refunds or credits, but may grant them, in each case in its sole discretion.
Unless otherwise noted, all fees may be subject to state and local sales tax in accordance with applicable laws. FieldEye may not collect sales or use taxes in all states. For states imposing sales or use taxes, your purchase is subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made over the internet or by other remote means. Many states require purchasers to file a sales/use tax return at the end of the year reporting all of the taxable purchases that were not taxed and to pay tax on those purchases. Details of how to file these returns may be found at the websites of your respective taxing authorities. The sales tax indicated on the checkout page (if any) is an estimate.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order; suspicion of fraud; suspicion of unauthorized or illegal transaction; or other reasons.
If you are a Vendor, you are also solely responsible, and we assume no responsibility or liability for, the accuracy and truthfulness of any product or service descriptions you provide on the Services, as well as the quality and suitability of any such products or services.
We are constantly updating product and service offerings on the Services. We may experience delays in updating information on Services and in our advertising on other web sites. While we have undertaken efforts to provide accurate information, it is not comprehensive and we make no commitment to update the information at any particular time, and the information on the Services may be out of date. Information on the Services may also be changed at any time without notice. As a result, the information may not be accurate, up to date or applicable to the circumstances of any particular case and we make no representations as to the accuracy, timeliness, or applicability of any information provided by Vendors or Clients. In addition, photographs or images of products sold through the Services may not be completely representative of the physical appearance of such products. Products or services may also be mispriced, described inaccurately, or unavailable on the Services and we cannot guarantee the accuracy or completeness of any such information. Any decisions you make based on information contained on the Services are solely your responsibility.
All right title and interest in and to the Services (and any enhancements, updates, or derivatives), including all intellectual property rights therein are the sole and exclusive property of by FieldEye and its licensors, and 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 our prior written consent. You shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by FieldEye on or in the Services, and shall ensure that all such notices are reproduced on all copies of the Services. All rights not expressly granted in these Terms are reserved to FieldEye.
Notwithstanding the foregoing, you retain any and all of your rights to any User Content you submit, post or display on or through the Services. By submitting User Content to the Services, you hereby grant FieldEye a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and display such User Content when operating the Services and for FieldEye’s and its affiliates’ internal business purposes. You agree that this license includes the right for us to make your User Content available to other users of the Services, each of which such users may also use your User Content subject to these Terms. You acknowledge that FieldEye is not responsible for any User Content you provide and that FieldEye may reject or delete such User Content in FieldEye’s sole discretion. FieldEye has the right but not the obligation to monitor and edit all User Content provided by users. FieldEye and its affiliates also assume no responsibility for loss of information.
If you elect to provide or make available to FieldEye any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), FieldEye shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Unless the parties have agreed to a specified term (a “Term Commitment”), either party may terminate these Terms at any time. However, termination of access to the Services will not release you from any obligations (including obligations to FieldEye or third parties for payment) incurred prior to the termination (e.g., monthly subscription fees for the remainder of your Term Commitment).
We may terminate or suspend your account or these Terms and bar access to the Services immediately for your breach of the Terms.
Immediately upon termination of these Terms, you shall: (a) pay all amounts owed to FieldEye; and (b) cease all use of the Services. Under no circumstances will you be entitled to a refund of payments made pursuant these terms.
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.
You shall defend, indemnify and hold harmless FieldEye and its affiliates, related companies, licensees and licensors, and their employees, contractors, agents, investors, officers and directors (collectively, the “FieldEye Entities”), from and against any and all claims, damages, obligations, losses, liabilities, settlements, awards, penalties, costs or debt, and expenses (including but not limited to expert and attorney's fees), resulting from or arising out of: (a) your use and access of the Services, by you or any person using your Account (including your Purchase or rental of any products or services); (b) a breach of these Terms; (c) any infringement or misappropriation of any intellectual property right or other right of any person or entity by you or any other user of your Account (including any claim that your User Content infringes or misappropriates the intellectual property rights or other rights of any person or entity); (d) disputes among or between Vendor and Client, as further set forth below; or (e) the request, receipt, offer, or provision of Third-Party Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, exemplary, punitive, consequential or otherwise) of any kind arising in connection with such Third-Party Services. You agree to immediately notify FieldEye of any unauthorized use of your Account or any other breach of security known to you that may affect the security of the Services.
By using the Services, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from FieldEye with respect to such actions or omissions
Each party represents and warrants to the other that: (a) it has the full power, authority and legal right to enter into and perform its obligations under these Terms; and (b) these Terms are a legal, valid and binding obligation on such party, fully enforceable against it. You further represent and warrant that: (i) to the extent you use the Services to sell or rent products or Third Party Services to third parties (including other users of the Services), you have all necessary right, title, and/or interest in and to such products or services in order to sell or rent (as applicable for the given transaction) such products or services; and (ii) to the extent you use the Services to buy or rent products or Third Party Services from third parties (including other users of the Services), you have all necessary rights, licenses, and permits to buy or rent (as applicable for the given transaction) and use such products or services.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FIELDEYE AND THE FIELDEYE ENTITIES DO NOT WARRANT THAT THE CONTENT OF THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE REMEDY IN THE EVENT OF ANY DEFICIENCY, ERROR, OR INACCURACY IN THE SERVICES SHALL BE TO REQUEST THAT FIELDEYE CORRECT THE MATTER OR, IF FIELDEYE FAILS TO DO SO, TO DISCONTINUE YOUR USE OF THE SERVICES. FIELDEYE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND FIELDEYE WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION OR PURCHASE BETWEEN YOU AND ANY THIRD PARTIES, INCLUDING ANY THIRD PARTY PROVIDING PRODUCTS OR SERVICES TO YOU OR PURCHASING OR RENTING SUCH PRODUCTS OR SERVICES FROM YOU.
FIELDEYE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ASSESSING THE ABILITY OR SUITABILITY OF ANY THIRD PARTIES THAT SELL OR RENT PRODUCTS OR SERVICES, INCLUDING THIRD PARTY SERVICES, VIA THE SERVICES, WHO PROVIDE YOU SUCH PRODUCTS AND SERVICES AS THIRD PARTIES OR VENDORS, OR THE QUALITY OR SUITABILITY OF THE PRODUCTS OR SERVICES THEMSELVES. FIELDEYE ALSO ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ASSESSING THE SUITABILITY (INCLUDING FINANCIAL SUITABILITY) OF ANY CLIENTS OR OTHER THIRD PARTIES THAT BUY OR RENT PRODUCTS OR SERVICES FROM YOU. YOU EXPRESSLY WAIVE AND RELEASE FIELDEYE FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM USERS OR THIRD PARTIES YOU ENCOUNTER THROUGH USE OF THE SERVICES. FIELDEYE DISCLAIMS ANY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ACTS BY SUCH VENDORS OR THIRD PARTIES IN THE COURSE OF PROVIDING PRODUCTS OR SERVICES WHICH CAUSE PERSONAL INJURY, PROPERTY DAMAGE, DEATH, THEFT, DEFAMATION, DISPARAGEMENT, DISCRIMINATION, BREACH OR INTERFERENCE WITH A THIRD-PARTY CONTRACT, OR MISREPRESENTATION. YOU ACKNOWLEDGE THAT FIELDEYE OWES NO DUTY OF CARE TO YOU AND FIELDEYE DISCLAIMS ANY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR BREACH OF SUCH A DUTY BY ANY VENDOR OR THIRD PARTY SELLING OR RENTING PRODUCTS OR SERVICES TO YOU OR BUYING OR RENTING PRODUCTS OR SERVICES FROM YOU. FIELDEYE DISCLAIMS ANY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH VENDOR’S, CLIENT’S OR THIRD PARTY’S FAILURE TO MAINTAIN OR OBTAIN ANY LICENSES OR PERMITS, OR LACK OF TRAINING, EXPERIENCE, OR BUSINESS QUALIFICATIONS NECESSARY TO PROVIDE PRODUCTS OR SERVICES TO YOU, OR TO BUY OR RENT PRODUCTS OR SERVICES FROM YOU. FIELDEYE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR DISPUTES BETWEEN YOU AND ANY SUCH VENDOR, CLIENT OR THIRD PARTIES, INCLUDING PAYMENT DISPUTES. FIELDEYE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR DAMAGE TO PRODUCTS OR SERVICES THAT YOU BUY, SELL, OR RENT VIA THE SERVICES.
IN NO EVENT SHALL FIELDEYE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, RELIANCE, OR COVER DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF FIELDEYE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF FIELDEYE TO YOU FOR ANY AND ALL CLAIMS ARISING UNDER THESE TERMS WILL NOT EXCEED $100. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING SOLE OR CONCURRENT NEGLIGENCE), BY OPERATION OF LAW OR OTHERWISE. LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THESE TERMS FAILS OF ITS ESSENTIAL 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.
These Terms shall be governed and construed in accordance with the laws of Texas, United States, without regard to its conflict of law provisions. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Harris County, Texas, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to these Terms, regardless of the states in which the parties do business or are incorporated.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Services 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 Services.
A party shall not be liable to any other party for failure to fulfill its obligations under these Terms if the failure is due to extreme weather, hurricanes, floods, or other natural calamity, strikes, riots, fires, explosions, acts of God, acts of terrorism, war, sabotage, action of any government or any other similar cause that is beyond the party’s reasonable control. Any failure or delay by any party in performing any of its obligations under these Terms due to one or more of the foregoing causes shall not be considered a breach of these Terms and the term for performance shall be increased by a reasonable period of time as mutually agreed to by the affected party.
Any notice required or permitted by these Terms shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (1) by personal delivery when delivered personally; (2) by overnight courier upon written verification of receipt; (3) by certified or registered mail, return receipt requested, upon verification of receipt; or (4) by electronic mail. Notices to FieldEye shall be sent to 1415 Louisiana Street, Suite 2350, Houston, TX 77002, Attn: Legal. Notices to you may be sent to the address or email you provide upon registration to use the Services, or to any other address or email that you provide to FieldEye.
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 to the maximum extent permissible.
The headings used in these Terms are for convenience only and have no legal meaning or effect. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of these Terms clearly requires otherwise, words importing the masculine gender include the feminine and neutral genders and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular section or article in which such words appear. The word “or” will not be construed as exclusive.
Other than the FieldEye Entities, no other person or company will be third party beneficiaries to the Terms.
You may not delegate your legal obligations or transfer any of your rights in whole or in part under these Terms to any third party without our advance written consent.
FieldEye does not intend to appoint you or any other member as its employee, legal agent or to form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of FieldEye. and FieldEye will not make commitments on your behalf unless expressly stated in these Terms. Any third party providing goods or services via the Services is acting as an independent contractor, not as an agent or partner of FieldEye.
If you have any questions about these Terms, please contact us at email@example.com.