Terms of Service

FieldSpark Master Service Agreement

FieldSpark Holdings, Inc. d/b/a 3Four Labs, a Delaware corporation with offices at 3254 Weast Broadway Road, Phoenix, AZ 85040 (“Company”), and the entity accessing and using the Software (“Customer”).

By accessing or using the Software, Customer agrees to be bound by this Agreement. If Customer does not agree, it must not use the Software.

1. License Grant

Subject to this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Software during the Term, solely for Customer’s internal business purposes.

1.2 Users. Customer may permit its employees, contractors, or authorized agents (“Users”) to access the Software, provided they comply with this Agreement.

2. Restrictions

2.1 Limitations on Use.  Except as otherwise provided in this Agreement, Customer will not: (i) resell, rent, distribute, sublicense or share the Application Platform or Documentation with or for the benefit of any third party or for any purpose other than its own use as expressly permitted in this Agreement; (ii) copy, reverse engineer, modify, decompile or attempt to derive the source code for any aspect of the Application Platform or any data related thereto or attempt to or do anything that could interfere with their functionality; (iii) attempt to probe, scan, penetrate, breach or test the vulnerability of the Application Platform or disable or circumvent any security or authentication measures in connection with the Application Platform; (iv) create or prepare derivative works based upon the Application Platform; (v) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Application Platform or Documentation; or (vi) use the Application Platform in violation of this Agreement, any applicable laws, or the rights of any third parties.

3. Customer Responsibilities

  • Maintain the security of accounts and passwords.

  • Ensure compliance with this Agreement by its Users.

  • Provide accurate information required for Company to deliver the Software and Services.

4. Fees and Payment

4.1 Fees. Customer shall pay fees as set forth in the applicable order form or subscription plan. Customer shall pay any additional credit card fees that may be applied by credit card organization due to payment method selected by Customer. These credit card fees are not controlled by Company and Are subject to change by credit organization.

4.2 Payment Terms. Unless otherwise specified, all fees are due per the provided Payment Schedule.

4.3 Taxes. Fees are exclusive of taxes, which are Customer’s responsibility as applicable The Fees do not include taxes, duties or charges of any kind. If Company is required to pay or collect any local, value added, goods and services taxes or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on Company’s income), then such taxes and/or duties shall be billed to and paid by Customer, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Automatic Renewal of SaaS Services.  Within ninety (90) days of the expiration of the then current Term and any renewal term for the SaaS Services, Company will notify Customer of the upcoming expiration and any proposed fees for the renewal term.  The provision of and rights to the SaaS Services and Application Platform will automatically renew at the end of the initial Term and any renewal term, unless (i) Customer notifies Company in writing at least thirty (30) days prior to the expiration of the Initial SaaS Term or the then-current renewal term that Customer does not desire to renew; (ii) Customer fails to pay the undisputed SaaS Fees required under this Agreement and fails to cure such non-payment within ten (10) days’ written notice from Company; or (iii) Company ceases to offer any other customer services similar to the SaaS Services and applications similar to the Application Platform.

5. Intellectual Property Rights

All rights, title, and interest in the Software, the Application Platform, the Documentation, and all related intellectual property remain the sole property of Company. Customer is granted only the specific license rights set out in this Agreement and receives no ownership or other rights except those expressly stated.

Customer agrees that the Platform, its derivatives, improvements, modules, and any related ideas, methods, or enhancements are Company’s proprietary material and trade secrets. If, for any reason, Customer is found to have any ownership or similar rights in the Platform, Documentation, Confidential Information, or any derivatives or improvements, Customer hereby irrevocably assigns those rights to Company, free of any royalties, and will sign any documents reasonably requested by Company to confirm or perfect that assignment. Customer acknowledges that all trademarks, trade names, logos, service marks, and symbols used to identify the Platform and Services are owned by Company or its licensors and that Customer has no rights in those Marks.

6. Customer Data

6.1 Ownership. Customer retains all ownership rights in Customer Data.

6.2 Use of Data. Company may process Customer Data solely to deliver the Software and related services, and as otherwise permitted by applicable data protection laws. Company may use Customer Data in aggregated or anonymized form for marketing, analytics, and product development. Company will not disclose Confidential Information or personally identifiable end-user data in marketing materials without prior written consent. Company may list Customer’s name and logo as a customer unless Customer objects in writing, and Company will stop use within 30 days of objection.

6.3 Data Security. Company will implement reasonable safeguards to protect Customer Data against unauthorized access or disclosure.

6.4 Company Responsibility for Data Security.  Company will (a) use commercially reasonable efforts to protect the security and integrity of the all Customer Data that is collected, accessed, stored or received by Company in connection with the Application Platform or the performance of the Services; (b) utilize administrative, technical and physical safeguards to protect the Customer Data against any unauthorized disclosure or use of such data and any anticipated or reasonably foreseeable threats or hazards to the security or integrity of such Customer Data in accordance with industry standards; and (c) comply with all Applicable Privacy Laws.

6.5 Customer Responsibility for Data and Security. Customer will be responsible for the security of all passwords and other usernames and passwords required in order to access the Platform and the Services. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Company is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense.

6.6 Privacy.  Without limiting Customer’s obligations hereunder, each Party shall comply with all Applicable Privacy Laws in the performance of their respective obligations under this Agreement with respect to the processing of Personal Data.

7. Confidentiality

Each Party agrees to protect the other Party’s Confidential Information and not to disclose it except as permitted under this Agreement or as required by law.

8. Warranties and Disclaimers

8.1 Limited Warranty. Company warrants that the Software will materially conform to its Documentation.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability and Indemnification

To the maximum extent permitted by law:

  • Company shall not be liable for indirect, incidental, or consequential damages.

Company’s total liability under this Agreement shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

If a third party sues Client claiming the Platform or Services infringe that third party’s U.S. intellectual property rights, Company will defend Client and pay any resulting losses, including reasonable attorneys’ fees, settlements, and court costs.

If the Platform or Services are found (or likely to be found) infringing, Company will choose one of these remedies: obtain a license so Client can keep using the technology, replace or modify the infringing part so it no longer infringes without materially reducing functionality, or end the Agreement and refund any unused prepaid fees.

Company will not be responsible for infringement claims caused by Client’s misuse of the Platform or Services, combining them with non-Company products or data, or modifications made by anyone other than Company or its authorized agents. This clause is Client’s only remedy and Company’s entire liability for intellectual property infringement claims.

10. Term and Termination

10.1 Term. This Agreement remains in effect while Customer has an active subscription to the Software. If Customer wants additional SaaS Services or to increase any limits on Authorized Users, concurrent users, devices, locations, transactions, or other Units of Measure, the Parties’ authorized representatives will either sign a Change Order or a new Order. The new Order takes effect when Company accepts it in writing and will be governed by the terms of this Agreement and its Exhibits

10.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other materially breaches and fails to cure within thirty (30) days.

10.3 Effect of Termination. Upon termination:

  • Customer must stop using the Software;

  • all licenses granted terminate; and

  • Company will make Customer Data available for export for thirty (30) days before permanent deletion.

11. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona.  Any lawsuit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder shall be brought exclusively in the federal courts of the United States or the courts of the State of Arizona, in each case located in the city of Phoenix and County of Maricopa, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.  In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.

12. General Provisions

  • Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Software.

  • Assignment. Customer may not assign this Agreement without Company’s consent, except in connection with a merger or acquisition.

  • Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.