Terms of service

Talino Partners, LLC ("TP")

These Terms of Service ("Terms") govern your use of TP’s online deployment platform for application software (the "Services"). By using the Services, you agree to these Terms. As used in these Terms, "you" or "Customer" means the person or organization for which the Services are used and to which the Services are provided. Each and every person using the Services on behalf of the Customer represents that she has the authority to do so on the Customer's behalf. These Terms may be modified by TP from time to time, and you should check regularly for any updates. You agree that any modifications to the Terms shall be immediately effective upon posting by TP, and your continued use of the Service shall constitute your acceptance of the modified Terms.

 

1.    SERVICES. The Services provide a method for you to track and manage data and location attributes associated with field services personnel. This includes activities such as, but not limited to: recording business locations, adding contact information, and taking photos.  Subject to these Terms, TP will use reasonable efforts to make the Services available to you.

2.    YOUR USE OF THE SERVICES.

a.    USERID. You will be assigned a unique user identification name and password ("UserID") in connection with your access to and use of the Services. You will be responsible for any use of your UserID by any individual (each, a "User") to access the Services, including, without limitation, all activities on any Servers or in any of the Applications you have installed on such Servers. TP reserves the right to terminate any UserID that TP reasonably determines may have been used by an unauthorized third party or improperly. You agree to immediately notify TP of any unauthorized use of your UserID or account or any other breach of security. You also agree to log out from your account at the end of each session.

b.    Registration. You agree to: (i) provide and maintain true, accurate, current, and complete information about yourself ("Registration Data") when you register for the Services; (ii) update the Registration Data to keep it true, accurate, current and complete; and (iii) only open up an account for the Customer and not for any other party. If you provide any information that is untrue, inaccurate, not current or incomplete, or TP has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TP has the right to suspend or terminate your account and to refuse to provide you any and all current or future use of the Services (or any portion thereof).

c.    Your Use. You will: (i) be responsible for any necessary hardware, software and connectivity required to access the World Wide Web and use the Services, including without limitation, any fees associated with establishing and maintaining such access; (ii) be responsible for Users' compliance with these Terms, (iii) be solely responsible for the accuracy, quality, integrity and legality in all applicable jurisdictions of any Customer Content, the means by which you acquired Customer Content, and the right to enter and store Customer Content in connection with the Services, (iv) prevent unauthorized access to or use of the Services, and (v) use the Services only in accordance with the online materials furnished by TP that describe the features, functionality or operation of the Services (the "Documentation") and in a manner consistent with all applicable laws and regulations.

d.    Restrictions. You will not (a) make the Services available to any third party, (b) sell, resell, rent or lease the Services, (c) enter or load any data that is subject to laws, regulations, or certifications beyond a standard of reasonable care (including without limitation, data subject to the Health Information Portability and Accountability Act (HIPAA) or the Gramm-Leach-Bliley Act (GLBA)) into an Application or onto a Server, nor allow any third party to do so, (d) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (e) use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks, or (g) use an Application, the Services, or a Server to deliver bulk communications of any kind, including without limitation solicitations via electronic mail, on-line social networks, or text messages.

3.    POLICIES AND SECURITY.

a.    Acceptable Use and Privacy. You acknowledge and agree that the Services are subject to certain acceptable use and privacy policies. You will defend, indemnify, and hold harmless TP from and against any and all damages relating to or arising out of any User's breach of any of the Policies.

b.    Feedback. You agree that TP will have the unrestricted right to use any feedback and related information you provide regarding the Services, including without limitation, any flaws, error, bugs, anomalies, problems with and/or suggestions for the Services (the "Feedback").

c.    Modification/Discontinuation. TP reserves the right to modify or discontinue the features, functionality and other attributes of the Services at any time in its sole discretion. You acknowledge and agree that TP will not be liable to you in connection with its modification or discontinuation of the Services.

d.    Security. TP will use industry standard efforts to maintain the confidentiality of your Registration Data. Although TP will implement and follow measures to protect against unauthorized access, you acknowledge and agree that TP cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur. You acknowledge and agree that TP may disclose information about you or your use of the Service, including without limitation, if compelled by law to do so, or if such action is deemed by TP reasonably necessary to (a) comply with any applicable laws rules or regulations, (b) comply with any legal process, (c) enforce these Terms, (d) respond to claims that such information violates a third party's rights, or (d) protect the interests of TP or others.

4.    FEES, PAYMENT AND SUSPENSION OF SERVICES. As consideration for TP's provision of the of the Services under these Terms, you will pay TP the fees ("Fees") set forth in and in accordance with your Order Form. To do so, you will provide the payment card and related billing and payment information requested by TP, and you agree that any such information you provide to TP may be shared by TP with payment processors and/or credit agencies, solely for the purposes of checking credit and effecting payment to TP for the Services. TP shall not be liable for any use or disclosure of such information by such third parties. All Fees are expressed in and all payments will be made in U.S. dollars. TP reserves the right (in addition to any other rights or remedies TP may have) to discontinue the Services and suspend all UserID's and the Customer's access to the Services if any Fees owed are more than two (2) business days overdue until such amounts are paid in full.

5.    INTELLECTUAL PROPERTY RIGHTS.

a.    Services and Technology. You acknowledge that TP retains all right, title and interest in and to the Services, as well as to all proprietary software, materials, formats, interfaces, information, data and content used by TP or provided to you in connection with the Services (the "FieldPOP Technology"), and that the FieldPOP Technology is protected by intellectual property rights owned by or licensed to TP. Other than as expressly set forth in these Terms, no license or other rights in the Services are granted to you, and all such rights are hereby expressly reserved by TP.

b.    Customer Content and Applications. The Customer retains all right, title and interest in and to the Customer Content. TP will only use Customer Content to provide the Services under these Terms. You will be solely responsible for providing, and obtaining the rights to provide, all Customer Content required for the proper operation of the Services. You grant to TP a non-exclusive, fully-paid and royalty free license to store and use the Customer Content and any Application as necessary for TP to provide the Services.

c.    Anonymous and Aggregated Data. Notwithstanding anything else to the contrary in these Terms, TP may aggregate and de-identify the information provided by you including, without limitation, information and data on how the Services are used by customers. TP reserves the right to disclose to and share such information and data with third parties in an anonymous and aggregate form at its discretion.

6.    TERM AND TERMINATION.

a.    Term; Termination. These Terms shall for as long as you use the Services. You may terminate at any time by canceling your account online; provided, however, any such termination shall not relieve you of any payment obligations to TP in connection with your use of the Services or entitle you to a refund of any prepaid Fees. If either party breaches any term hereof, the non-breaching party may immediately terminate upon written notice to the other. TP may terminate the Services at any time for any reason, including without limitation, if TP believes that (a) you have violated these Terms, or (b) you have violated the rights of TP or any third party.

b.    Effects of Termination. Upon termination, the rights granted hereunder shall terminate effective immediately you shall promptly discontinue use of the Services. The rights and duties of the parties under Sections 4.3, 5, 6, 7, 8, 9, 10 and 11 will survive the termination or expiration of these Terms. TP shall have no liability to you as a result of its termination of the Services.

7.    DISCLAIMER. TP MAKES NO WARRANTY CONCERNING THE SERVICES, AND ALL DATA, MATERIALS, AND DOCUMENTATION PROVIDED IN CONNECTION WITH THESE TERMS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. TP DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE. FURTHER, YOU ACKNOWLEDGE THAT TP SHALL NOT BE RESPONSIBLE FOR AND DOES NOT CONTROL THE CLOUD PROVIDER SERVERS. YOU UNDERSTAND THAT ALL DATA, INFORMATION OR OTHER MATERIAL PLACED ON SERVERS BY YOU ARE YOUR SOLE RESPONSIBILITY. TP IS NOT RESPONSIBLE FOR ANY LOSS OF DATA OR HARM DONE TO YOUR COMPUTER, SYSTEMS OR OTHER EQUIPMENT ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND DITPRETION.

8.    INDEMNITY. The Customer will indemnify, defend and/or settle, and pay damages of any kind (including without limitation attorneys' fees) arising from or related to any third party claim brought against TP arising out of or related to your use of the Services, the Customer Content, your violation of any law, or infringement upon or misappropriation of any intellectual property right, publicity or privacy rights, or any other third party's rights, or your breach of these Terms.

9.    LIMITATION OF LIABILITY. TP'S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THE SERVICES (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT) WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO TP BY THE CUSTOMER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TP WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, EVEN IF TP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

10.  GENERAL PROVISIONS

a.    Assignment. Neither party may assign any rights or obligations arising under these Terms, whether by operation or law or otherwise, without the prior written consent of the other; except that TP may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall inure to the benefit of and shall be binding on the permitted successors and assignees of the parties. Any attempted transfer of assignment hereof in violation of this Section 11.2 is null and void.

b.    Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Colorado without giving effect to principles of conflict of laws that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Any action or proceeding arising from or relating to these Terms must be brought in any federal court in Denver, or state court in Boulder, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If a dispute arising under these Terms results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys' fees of the prevailing party.

c.    Miscellaneous. Any notice or other communication required or permitted under these Terms and intended to have legal effect must be given in writing to the other party at the address set forth above (each party may change its address from time to time upon written notice to the other party of the new address). Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, (b) sent via certified mail (return receipt requested) (c) sent via cable, telegram, telex, telecopier, fax (all with confirmation of receipt), (d) sent by recognized air courier service, or (e) posted online by TP, (e) sent via electronic mail. These Terms and TP's privacy policy and AUP referenced herein, constitute the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof. Only a writing signed by both parties may modify it. In the event that any provision of these Terms is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these Terms will remain in full force and effect. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The parties to these Terms are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by these Terms. These Terms may be executed in counterparts, which taken together shall form one legal instrument. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from TP, or any products utilizing such data, in violation of the United States export laws or regulations.

d.    Contact Information. Please direct any questions or comments to: support [at] fieldpop [dot] com.