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Terms of Service

Effective Date: 2026-05-10 Last Updated: 2026-05-10

These Terms of Service ("Terms") form a binding agreement between Fieldspect ("Fieldspect," "we," "us," or "our") and the individual or entity that accesses or uses the Fieldspect platform (the "Service"). By creating an account, accessing the Service, or clicking "I agree," you accept these Terms on your own behalf and, if you are accepting on behalf of an organization, on behalf of that organization.

These Terms contain a mandatory binding individual arbitration agreement, a waiver of class and representative actions, and a waiver of jury trial. Read Section 17 carefully. You may opt out of arbitration within thirty (30) days of first accepting these Terms by following the procedure in Section 17.7.

1. Definitions

2. The Service

Fieldspect provides a mobile-first inspection and checklist platform. Features and limits vary by subscription tier as described on the pricing page and in any applicable Order Form. We may add, modify, or remove features in our discretion, provided we do not materially diminish the core functionality of a paid subscription during its current term.

3. Eligibility, Accounts, and User Responsibility

3.1 Business use. The Service is intended for use by businesses and other organizations and by sole proprietors acting in a business capacity. The Service is not intended for personal, household, or consumer use.

3.2 Authority. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. The Customer is responsible for all activity that occurs under its account.

3.3 User compliance. Customer is responsible for ensuring every User it provisions: (a) has authority to access the Service on Customer's behalf, (b) complies with these Terms, and (c) maintains the confidentiality of authentication credentials. Customer is liable for any breach of these Terms by any of its Users as if Customer had committed the breach directly.

3.4 Account security. Customer must promptly notify us at security@fieldspect.com of any suspected unauthorized access. Customer is responsible for use of the Service through its accounts until we receive notice and have a reasonable opportunity to act.

3.5 Age. No User may be under 13 years of age. The Service is not directed to children.

4. Subscriptions, Fees, and Billing

4.1 Plans. The Service is offered in tiers (currently Free, Solo Pro, Team, and Business). Current features, seat limits, and inspection limits are described on the pricing page and apply to the subscription as of the date of purchase or renewal.

4.2 Fees. Customer agrees to pay all fees specified in the applicable Order Form or selected at sign-up. Fees are payable in advance and, unless otherwise specified, are billed monthly or annually via our payment processor (Stripe). Card data is handled by Stripe; we do not store full card numbers.

4.3 Auto-renewal. Paid subscriptions renew automatically at the end of each billing cycle (monthly or annual, as selected) at the then-current rate for the same plan, unless cancelled before the renewal date. Customer may cancel at any time through the customer portal or by emailing billing@fieldspect.com; cancellation takes effect at the end of the current billing cycle. We will provide reasonable advance notice of any material price change applicable to the next renewal.

4.4 Refunds. Except as expressly stated in these Terms (including Section 16) or as required by applicable law, fees are non-refundable. We do not provide refunds or credits for partial months, unused features, or accounts cancelled mid-cycle.

4.5 Taxes. Fees are exclusive of sales, use, value-added, withholding, and similar taxes. Customer is responsible for all such taxes other than taxes based on Fieldspect's net income.

4.6 Late or failed payment. If a payment fails or is overdue, we may suspend access to paid features after reasonable notice and an opportunity to cure. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.7 Free tier. Free-tier access is provided gratis and may be modified, limited, or discontinued at any time. Free-tier features may carry additional usage limits and a Fieldspect-branded footer on generated reports.

5. Customer Content and Intellectual Property

5.1 Customer Content ownership. As between Customer and Fieldspect, Customer retains all rights, title, and interest in and to Customer Content. Fieldspect does not claim, and will not acquire, any ownership interest in Customer Content, including photographs and other media submitted through the Service. Nothing in these Terms operates as an assignment of intellectual property rights from Customer to Fieldspect. Customer is solely responsible for the accuracy, legality, and appropriateness of Customer Content.

5.2 License to operate. Customer grants Fieldspect a limited, worldwide, non-exclusive, royalty-free, non-sublicensable (except to Fieldspect's subprocessors acting solely to provide the Service, as described in the Privacy Policy and any executed DPA) license to host, store, transmit, display (only to Users, to recipients Customer designates such as clients receiving a report, and to Fieldspect personnel as necessary to provide the Service or respond to Customer's support requests), modify (only as necessary for technical adaptation, formatting, and rendering), and otherwise process Customer Content solely to provide the Service and as expressly described in the Privacy Policy. Fieldspect may use aggregated and de-identified telemetry derived from use of the Service — such as event logs, performance metrics, and feature-usage counts — to operate, secure, and analyze the Service, provided such data cannot reasonably be used to identify Customer or any individual. This aggregated-and-de-identified right excludes any photograph, image, audio, or video file submitted by Customer or its Users, which Fieldspect will not use for analytics or any purpose other than providing the Service to Customer.

5.3 Fieldspect IP. The Service, including all software, design, user interfaces, documentation, trademarks, and logos, is the exclusive property of Fieldspect and its licensors. No rights are granted to Customer except as expressly stated in these Terms. Fieldspect reserves all rights not expressly granted.

5.4 Feedback. If Customer provides suggestions, ideas, or feedback, Fieldspect may use it for any purpose without restriction or compensation.

5.5 Customer representations regarding media. Customer represents and warrants that, with respect to any photograph, image, audio, video, or other media submitted to the Service: (a) Customer or its Users have all rights necessary to upload the media and to grant the license in Section 5.2; (b) any person depicted or recorded has been provided required notice and, where required by law, has consented to being photographed or recorded and to the processing of the resulting media; and (c) the capture, upload, and processing of such media do not violate any applicable employment-monitoring, biometric privacy, or notice-and-consent law in the jurisdiction where the depicted or recorded individual is located.

6. Public Template Library

6.1 Optional publication. Customer may, at its option, mark a template as "Public," in which case the structure and questions of that template become viewable at fieldspect.com/templates and may be copied or forked by other users of the Service. Public templates include only the template definition — questions, structure, and conditional logic. Inspection responses, photographs, audio, video, other Inspection Data, and branding assets are never included in or made public through template publication.

6.2 License from Customer. By marking a template Public, Customer grants Fieldspect a worldwide, non-exclusive, royalty-free, sublicensable license to host, display, distribute, and allow others to copy and adapt the public template through the Service. This license survives termination only with respect to copies already forked or in use by other users prior to removal.

6.3 Customer representations. Customer represents that public templates (a) do not contain Personal Information or any party's confidential information, (b) do not infringe any intellectual property or other right of any third party, and (c) comply with applicable law. Customer is solely responsible for the content of public templates it publishes.

6.4 No verification or endorsement. Fieldspect does not verify, certify, endorse, or warrant the accuracy, completeness, regulatory compliance, or fitness for any purpose of any template in the public library, whether contributed by Fieldspect, a partner, or another user. Users of public templates are responsible for evaluating their suitability before use.

6.5 Removal. Fieldspect may remove or suspend any public template at any time, for any reason, including for suspected violation of these Terms.

7. Acceptable Use; Prohibited Conduct and Content

Customer agrees that it will not, and will not permit any User or third party to:

7.1 Unlawful use. Use the Service for any unlawful purpose, in violation of any applicable law, or to facilitate any illegal activity.

7.2 Falsification of inspection records. Fabricate, backdate, alter, conceal, or otherwise misrepresent any inspection, response, photograph, geolocation, timestamp, signature, score, or other Inspection Data; submit Inspection Data that the inspector did not actually capture or verify; or use the Service to create false business or regulatory records. This prohibition exists because the Service is used to produce records that may be relied on in safety, regulatory, and legal contexts.

7.3 Worker surveillance. Use the Service to monitor or surveil Users, employees, contractors, or other individuals in any manner inconsistent with applicable employment, labor, privacy, or notice-and-consent law in the jurisdiction where the individual is located.

7.4 Prohibited data. Submit to the Service any of the following data categories without Fieldspect's prior written agreement: (a) protected health information subject to HIPAA or equivalent law; (b) payment card data subject to PCI DSS; (c) Personal Information of children under 13 (or the applicable age under COPPA, the GDPR-K, or other applicable law); (d) government-classified information; (e) biometric identifiers subject to specific state biometric privacy laws (e.g., Illinois BIPA, Texas CUBI, Washington); (f) information whose handling requires a license, permit, or certification Fieldspect does not hold.

7.5 Prohibited content. Submit to or transmit through the Service any content that:

7.6 Anti-circumvention. Avoid, bypass, remove, deactivate, impair, or otherwise circumvent any usage limit, technological measure, license control, or access restriction in the Service, including creating multiple Free-tier accounts to evade limits, sharing accounts among individuals beyond the seat count purchased, or using automated tools to inflate usage.

7.7 Reverse engineering. Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Service, except to the extent this restriction is unenforceable under applicable law.

7.8 No resale or service-bureau use. Resell, sublicense, rent, lease, time-share, or otherwise make the Service available to any third party, including operating the Service as a managed service for a third party, except as expressly authorized in writing by Fieldspect or via the public API consistent with its terms.

7.9 No scraping or AI training. Use any robot, scraper, or automated means to access the Service except through the public API; use Customer Content of any other Customer, the Service, or its output to train or fine-tune any machine learning model, large language model, or generative AI system.

7.10 No competing product. Use the Service to design, develop, or operate a product or service that competes with the Service, including by benchmarking, reverse engineering, or feature-mapping for that purpose.

7.11 Sanctions and export controls. Customer represents that neither Customer nor any User is identified on any U.S. or other applicable government list of restricted parties (including OFAC's Specially Designated Nationals list), and that Customer will not access or use the Service from any embargoed jurisdiction or in violation of any applicable export-control law.

7.12 Suspension for violation. Fieldspect may suspend or terminate access immediately, without notice, for any violation or suspected violation of this Section 7.

8. Privacy and Data Processing

8.1 Privacy Policy. Fieldspect's collection, use, and disclosure of personal information is described in the Privacy Policy, incorporated into these Terms by reference.

8.2 DPA. Where Customer requires a Data Processing Addendum, the DPA is incorporated into these Terms upon execution. In the event of any conflict regarding processing of personal information, the order of precedence is: (i) an executed DPA, (ii) the Privacy Policy, (iii) these Terms.

8.3 CCPA / CPRA service-provider provisions. With respect to "personal information" of California residents that Fieldspect processes on Customer's behalf under these Terms or the DPA, Fieldspect:

Fieldspect certifies that it understands and will comply with the foregoing restrictions.

8.4 Customer responsibilities for personal information. Customer is the controller (or "business" under the CCPA) with respect to Inspection Data and other personal information it submits to the Service. Customer is responsible for (a) the lawful basis on which personal information is collected and submitted, (b) providing required notices to and obtaining required consents from data subjects, and (c) responding to requests from data subjects regarding Inspection Data, with Fieldspect's reasonable assistance.

9. Service Availability; No SLA; Beta Features

9.1 Reasonable efforts. Fieldspect will use commercially reasonable efforts to make the Service available, subject to scheduled maintenance, emergency maintenance, and force majeure events.

9.2 No SLA. Unless an SLA is expressly included in a signed Order Form, no service-level agreement applies to the Service. The Service is provided without uptime, availability, support response, or performance guarantees of any kind. Customers requiring an SLA should contact Fieldspect to discuss enterprise terms.

9.3 Beta and early-access features. Features designated as "alpha," "beta," "preview," "early access," "experimental," or similar are provided AS IS, without any warranty, support obligation, or service-level commitment. Beta features may be modified, suspended, or discontinued at any time without notice. Customer's use of beta features is at Customer's sole risk.

10. Customer Responsibility for Safety and Compliance

10.1 Tool, not safety system. The Service is a record-keeping and workflow tool. It is not a safety system, engineering control, regulatory compliance certification, or substitute for professional judgment. The Service is not designed or intended for use as the primary safety control in any process or environment, and is not certified or qualified for use in life-critical, fail-safe, or high-availability applications.

10.2 No professional advice. Nothing provided through the Service constitutes legal, regulatory, safety, engineering, accounting, or other professional advice. Templates, including any in the public template library, are starting points only and are not certified as accurate, current, or compliant with any law, regulation, or standard.

10.3 Customer responsibility. Customer is solely responsible for:

10.4 Independent verification. Customer acknowledges that software defects, network failures, hardware failures, user error, and other events outside Fieldspect's control may cause data loss, delay, inaccuracy, or unavailability. Customer assumes the risk of such events and is responsible for backups, independent verification, and contingency procedures appropriate to Customer's risk profile.

11. Disclaimer of Warranties

11.1 AS IS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL CONTENT AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND FIELDSPECT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11.2 No guarantee of results. FIELDSPECT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, RELIABLE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS. FIELDSPECT DOES NOT WARRANT THAT USE OF THE SERVICE WILL ACHIEVE ANY PARTICULAR REGULATORY, SAFETY, BUSINESS, OR LEGAL OUTCOME.

11.3 Templates. FIELDSPECT MAKES NO REPRESENTATION OR WARRANTY THAT ANY TEMPLATE — WHETHER PROVIDED BY FIELDSPECT, A PARTNER, OR ANOTHER USER — IS ACCURATE, CURRENT, COMPLETE, OR COMPLIANT WITH ANY LAW, REGULATION, OR STANDARD.

11.4 Local law. Some jurisdictions do not allow the disclaimer of certain implied warranties. To that extent, the disclaimers in this Section 11 apply to the maximum extent permitted by applicable law.

12. Limitation of Liability

12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR ANY OF FIELDSPECT'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 Cap on direct damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE FEES PAID BY CUSTOMER TO FIELDSPECT FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Carve-outs. The limitations in Sections 12.1 and 12.2 do not apply to: (a) Customer's payment obligations; (b) Customer's obligations under Section 13 (Indemnification); (c) Customer's violation of Section 5 (Customer Content and Intellectual Property), Section 7 (Acceptable Use), or Section 14 (Third-Party Beneficiaries); (d) either party's fraud, gross negligence, or willful misconduct; or (e) any liability that cannot be limited or excluded under applicable law (including, where applicable, liability for death or personal injury caused by negligence and liability under applicable consumer-protection statutes).

12.4 Allocation of risk. Customer acknowledges that the fees for the Service reflect the allocation of risk in these Terms and that Fieldspect would not provide the Service on the same economic terms without these limitations of liability.

13. Indemnification

13.1 By Customer. Customer will defend, indemnify, and hold harmless Fieldspect, its affiliates, and its and their officers, directors, employees, and agents from and against any third-party claim, demand, suit, action, fine, penalty, judgment, settlement, damage, loss, cost, or expense (including reasonable attorneys' fees and litigation costs) ("Claim") arising out of or related to:

13.2 Procedure. Fieldspect will (i) promptly notify Customer of any Claim (provided that failure to give prompt notice will not relieve Customer except to the extent prejudiced); (ii) give Customer sole control of the defense and settlement of the Claim, except that Customer may not settle any Claim that imposes any obligation, admission, or restriction on Fieldspect without Fieldspect's prior written consent; and (iii) reasonably cooperate at Customer's expense. Fieldspect may participate in the defense with counsel of its choice at its own expense.

13.3 By Fieldspect. Fieldspect will defend Customer against any Claim brought by an unaffiliated third party alleging that the Service, as used by Customer in accordance with these Terms, infringes such third party's U.S. patent, registered copyright, or registered trademark, and will indemnify Customer for amounts finally awarded by a court of competent jurisdiction or amounts in a settlement Fieldspect approves in writing. Fieldspect's indemnification obligation does not apply to Claims arising from (a) Customer Content, (b) use of the Service in combination with anything not provided by Fieldspect, (c) modifications not made by Fieldspect, or (d) use of the Service contrary to these Terms or the Documentation. If the Service is or may, in Fieldspect's opinion, become subject to such a Claim, Fieldspect may, at its option, (i) procure the right for Customer to continue use, (ii) modify the Service to be non-infringing, or (iii) terminate the affected subscription and refund a prorated portion of prepaid fees for the unused term. This Section 13.3 states Fieldspect's sole liability and Customer's exclusive remedy for any intellectual-property infringement claim.

14. Third-Party Beneficiaries

These Terms are solely for the benefit of Fieldspect and Customer. No third party — including any User, employee, contractor, agent, or invitee of Customer; any worker, visitor, or other person present at any location where an inspection is performed using the Service; or any member of the public — is an intended third-party beneficiary of these Terms or has any right to enforce, or any right of action under, these Terms.

15. Term, Suspension, and Termination

15.1 Term. These Terms apply from the date Customer first accepts them and continue until terminated as provided in this Section 15. Each paid subscription has the term specified in the applicable Order Form or sign-up record and renews per Section 4.3.

15.2 Termination for convenience. Customer may terminate any subscription effective at the end of the then-current billing cycle by cancelling through the customer portal or by emailing billing@fieldspect.com. Fieldspect may terminate a free-tier account for any reason on reasonable notice.

15.3 Termination for cause. Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure the breach within 30 days after written notice (or such shorter cure period as is reasonable for breaches that cannot be cured), or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy proceeding.

15.4 Suspension. Fieldspect may suspend access to the Service immediately, without prior notice, if (a) Customer's use poses a security or legal risk to Fieldspect, another Customer, or any third party; (b) Customer is in material breach of Section 7; (c) payment is overdue and not cured within a reasonable period after notice; or (d) Fieldspect is required to do so by law or regulator.

15.5 Effect of termination. Upon termination, Customer's right to access the Service ends. Customer may export Customer Content through the Service for a period of thirty (30) days following termination. After this period, Fieldspect may delete Customer Content in accordance with the Privacy Policy and retention schedule. Fees paid are non-refundable except as expressly stated in Sections 13.3 and 16.

15.6 Survival. Sections 1, 4.4–4.7, 5, 7, 8, 10, 11, 12, 13, 14, 15.5, 15.6, 16, 17, 18, 19, and 20 survive termination of these Terms, together with any provision that by its nature should survive.

16. Force Majeure

16.1 Excused performance. Neither party will be liable for any delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, governmental action, labor disturbance, internet or utility outage, third-party service or infrastructure failure, or denial-of-service attack ("Force Majeure"). The affected party must give prompt notice and use commercially reasonable efforts to mitigate.

16.2 Payment not excused. Force Majeure does not excuse Customer's obligation to pay fees for the Service rendered before the event.

16.3 Termination right. If a Force Majeure event prevents Fieldspect from providing the Service for a continuous period of more than thirty (30) days, Customer may terminate the affected paid subscription on written notice and receive a prorated refund of prepaid fees for the unused portion of the then-current term.

17. Dispute Resolution; Mandatory Individual Arbitration; Class and Jury Waivers

Please read this Section 17 carefully. It limits how Customer and Fieldspect can resolve disputes and waives certain rights, including the right to a jury trial and to participate in class or representative actions.

17.1 Informal resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") through informal negotiation for at least thirty (30) days, beginning when a written notice of Dispute is delivered to the other party. A notice of Dispute must describe the nature and basis of the Dispute and the relief sought.

17.2 Binding individual arbitration. Except as provided in Section 17.6 (Exceptions), all Disputes will be resolved by binding individual arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures, or, where the amount in dispute is less than US$250,000, its Streamlined Arbitration Rules. If JAMS is unable or unwilling to administer the arbitration, the parties will use the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator will have exclusive authority to resolve all issues of arbitrability, including the scope, enforceability, and interpretation of this Section 17.

17.3 Arbitration seat and venue.

17.4 Fees and costs. Each party will bear its own attorneys' fees and costs except as the arbitrator may order under applicable law. Filing and administrative fees will be allocated under the JAMS or AAA fee schedule, except that for an individual claimant (or sole proprietor), Customer's share of arbitration filing fees will not exceed the equivalent filing fee for an action of similar value in the state court where Customer resides, with Fieldspect paying the excess, consistent with the JAMS Consumer Arbitration Minimum Standards. The arbitrator may award attorneys' fees and costs to the prevailing party only as authorized by applicable law.

17.5 Class and representative action waiver. Customer and Fieldspect each agree that any Dispute will be brought only in an individual capacity, and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, mass, or representative action or proceeding. The arbitrator may not consolidate the claims of multiple parties or preside over any form of representative or class proceeding. If a court of competent jurisdiction finds this Section 17.5 unenforceable as to a particular Dispute or a particular form of relief, only that Dispute or form of relief will proceed in court (with the rest of this Section 17, including Section 17.8, remaining in force as to all other Disputes), and the unenforceable claim or relief will be severed from any individually arbitrable claims, which will continue to be resolved in arbitration.

17.6 Exceptions. Notwithstanding Section 17.2, either party may (a) bring a Dispute in small-claims court in Williamson County, Tennessee (or, where applicable, the small-claims court of an individual claimant's residence) if the claim qualifies, and (b) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or to address violations of Section 5, Section 7, or Section 14, pending the outcome of arbitration.

17.7 Right to opt out of arbitration. Customer may opt out of the arbitration agreement in this Section 17 by sending written notice to legal@fieldspect.com with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms. The notice must include Customer's name, account email, and a clear statement of intent to opt out. Opt-out has no other effect on Customer's rights or obligations. If Customer validly opts out, Disputes will instead be resolved as provided in Section 18 (Governing Law and Venue), and Sections 17.5 (class waiver) and 17.8 (jury waiver) continue to apply.

17.8 Jury trial waiver. To the maximum extent permitted by applicable law, Customer and Fieldspect each waive any right to trial by jury in any Dispute that proceeds in court rather than arbitration.

17.9 30-day post-amendment opt-out. If Fieldspect makes a material change to this Section 17 after Customer first accepts these Terms, Customer may reject that change as to Customer's account by giving written notice to legal@fieldspect.com within thirty (30) days of the effective date of the change; in that event, the version of Section 17 in force immediately before the change continues to apply to Customer.

18. Governing Law and Venue

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of laws principles, and, where applicable, the Federal Arbitration Act. Subject to Section 17, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Williamson County, Tennessee for any action permitted or required to be brought in court, and waive any objection based on forum non conveniens or improper venue. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

19. Publicity

Fieldspect may identify Customer as a customer and use Customer's name and logo in marketing materials, customer lists, and on the Fieldspect website. Customer may opt out by emailing legal@fieldspect.com; opt-out applies prospectively only.

20. Modifications to These Terms

20.1 Updates. Fieldspect may modify these Terms from time to time. Material changes will take effect no earlier than thirty (30) days after notice (which may be given by email to the Account Holder, by in-product notice, or by posting on the Fieldspect website with an updated "Last Updated" date). Non-material changes (e.g., clarifications, corrections, additions of beneficial features) take effect immediately.

20.2 Acceptance. Continued use of the Service after the effective date of a change constitutes acceptance. If Customer does not accept a material change, Customer's sole remedy is to terminate the affected subscription before the change takes effect; in that case, Fieldspect will refund a prorated portion of prepaid fees for the unused term.

21. General

21.1 Notices. Notices to Fieldspect must be sent to legal@fieldspect.com with a copy to the postal address listed on fieldspect.com/legal/contact. Notices to Customer may be sent to the email on file for the Account Holder or via in-product notice. Notices are effective on receipt or, for email, upon successful transmission with no bounce-back.

21.2 Assignment. Customer may not assign or transfer these Terms, by operation of law or otherwise, without Fieldspect's prior written consent. Any unauthorized assignment is void. Fieldspect may freely assign these Terms in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets.

21.3 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

21.4 No waiver. A party's failure or delay to enforce any provision is not a waiver of that provision or any other right.

21.5 Entire agreement; order of precedence. These Terms (including any Order Form, the Privacy Policy, and any DPA executed between the parties) constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, communications, and understandings. In the event of conflict, the order of precedence is: (a) any executed Order Form; (b) any executed DPA (for matters within its scope); (c) these Terms; (d) the Privacy Policy.

21.6 Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship.

21.7 No third-party rights (general). Except as set out in Section 14, these Terms do not confer any rights on any third party.

21.8 Headings. Section headings are for convenience and do not affect interpretation.

22. State-Specific Provisions

22.1 California residents. Under California Civil Code §1789.3, California residents are entitled to the following notice: If Customer has a complaint regarding the Service or wishes to request further information regarding use of the Service, Customer may contact us at legal@fieldspect.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22.2 New Jersey residents. The limitations on liability and warranty disclaimers in Sections 11 and 12 do not apply to the extent prohibited by N.J. Stat. §56:12-15 or any other applicable New Jersey law that may render such provisions unenforceable. For New Jersey residents, the limitations and disclaimers in Sections 11 and 12 apply to the maximum extent permitted by New Jersey law.

22.3 Consumer-protection carve-out. Nothing in these Terms is intended to limit any right or remedy that cannot be limited or waived under applicable consumer-protection law, including the Tennessee Consumer Protection Act (Tenn. Code §47-18-101 et seq.), the California Consumer Legal Remedies Act, or similar laws of Customer's jurisdiction.

23. Contact

Fieldspect Legal: legal@fieldspect.com Billing: billing@fieldspect.com Security: security@fieldspect.com Privacy: privacy@fieldspect.com General: hello@fieldspect.com Website: fieldspect.com