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THESE TERMS OF SERVICE (“Terms”) are hereby accepted and agreed by you, the customer (“Customer”). These Terms govern the access and use of the Service and constitute a legally binding agreement between Customer and Field Technologies, LLC (“FTL”).
By clicking a box or navigating through a login page which contains a link to these Terms, Customer expressly agrees to be bound by these Terms.
FTL reserves the right to revise or update these Terms from time to time which will be effective upon the earlier of 30 days from the date of such revisions or update or upon Customer’s continued use of the Service. Customer agrees to regularly review these Terms for any revisions or updates.
If you are accepting these Terms on behalf of any entity, then you represent and warrant that you have full legal power and authority to bind such entity to these Terms.
“Claim” means any third-party claim, demand, suit or other proceeding brought against FTL or Customer.
“Customer Data” means the data which Customer uploads to the Service. Customer Data does not include any System Data.
“Device” means a FTL hardware product which either connects to a unit of Equipment or facilitates connectivity to a unit of Equipment.
“Documents” means the online documentation regarding the Service which FTL makes available within the Service.
“End Users” ****means any Customer personnel who are authorized by Customer to access and use the Service on Customer’s behalf.
“Equipment” means any HVAC unit or other building equipment.
“Service” means the service to remotely monitor and manage units of Equipment made available to Customer via FTL’s software-as-a-service platform and related infrastructure.
“SLA” means the Service Level Agreement applicable to the Service which is available at https://www.notion.so/SLA-34f65038ab31805b8269d93b588849fb .
“System Data” means the performance data and usage information regarding Customer’s use of the Service including analytics, configuration, logs, metrics and performance data.
2.1 Provision of the Service. During the term of Customer’s subscription, FTL shall make the Service available to Customer in accordance with these Terms and the SLA. Customer’s sole and exclusive remedy and FTL’s (and its affiliates and their respective suppliers and licensors) sole and exclusive liability for any breach of the SLA will be as specifically set forth in the SLA.
2.2 Restrictions. Customer will not, and will ensure that its End Users do not: (a) use (or permit any third party to use) the Service for any competitive purposes; (b) market, sublicense, resell or otherwise commercially exploit the Service except on Customer’s own behalf; (c) modify, adapt, translate, create derivative works of, decompile, reverse engineer, attempt to gain access to the source code, tamper with the Service or copy any of its software or other components; (d) use the Service to conduct any fraudulent or malicious activities or otherwise in violation of applicable law or regulation; or (e) provide any the Service (or access to it) as part of any managed service arrangement (each of the foregoing, a “Prohibited Use”).
2.3 Suspension of the Service. FTL may temporarily suspend access to any portion or all of the Service and/or account if FTL reasonably determines that: (i) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service; (ii) any use of the Service disrupts or poses a security risk to the Service, or may subject FTL to liability; (iii) Customer is using the Services for fraudulent or illegal activities; (iv) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (v) Customer is in default of its payment obligations hereunder (collectively, “Service Suspensions”). FTL will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension and to provide updates regarding resumption of the Service following any Service Suspension. FTL will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any third party may incur as a result of any Service Suspension.