Terms of Use

• "Admin" or "Administrator" means the user account with the highest level of control and authority over an organization's use of the Service.
• Acceptable Use Policy: User shall not upload, transmit, or otherwise make available any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially, ethnically, or otherwise objectionable; nor any content that infringes upon intellectual property rights, constitutes unsolicited commercial communications (spam), or contains viruses, malware, or other harmful code.
• "Agreement" or "Terms" means these Terms of Use, as may be amended from time to time.
• "Billing Period" means the recurring period for which subscription fees are charged—either thirty (30) days for monthly plans or twelve (12) months for annual plans—commencing on the date of initial subscription or renewal.
• "Monthly" when used in reference to billing or subscription terms, means a period of thirty (30) days, which may not align with calendar months.
• "Concurrent User" means an individual who has been given access credentials and is currently logged into and is actively using the functions of the Service.
• "Customer Content" means all data, records, files, images, and materials uploaded, created, or submitted by the User through the Service, including but not limited to vehicle records, permit registrations, report submissions, photographs, and any other user-generated content.
• "Documentation" means user manuals, technical documentation, guides, and materials provided by the Company relating to the Service.
• "Operational Data" means data automatically collected and retained by the Company to operate, secure, and improve the Service, including but not limited to: user identification information (user IDs, usernames, email addresses), authentication records, system and activity logs, IP addresses, device identifiers, browser and operating system information, timestamps, session data, business and agency names, and approximate geographic location.
• "Service" means the FieldPad software platform, including the web application, mobile application, application programming interfaces (APIs), and any associated features, functionality, updates, documentation, and technical support made available by FieldPad Inc. The Service does not include third-party services that may integrate with or be accessed through the platform.
• "Subscription" means the User's ongoing right to access and use the Service for a specified billing period, subject to payment of applicable fees and automatic renewal unless cancelled.
• "Subscription Plan" means the specific pricing tier and associated package of features, usage limitations, and concurrent seat allocations selected by the User, as described on our website or within the Service.
• "Usage Period" means a recurring thirty (30) day period during which usage is measured against plan limits. For monthly Subscription Plans, the Usage Period aligns with the Billing Period. For annual Subscription Plans, Usage Periods are consecutive thirty (30) day periods beginning on the subscription start date.
• "Concurrent Seat" means an allocation that permits one user to be actively logged into and using the Service at any given time. Your Subscription Plan specifies the maximum number of Concurrent Seats available, limiting how many users may access the Service simultaneously regardless of how many user accounts exist.

The Service is provided on a subscription basis. Upon successful registration and payment, you are granted a limited, non-exclusive, non-transferable right to access and use the Service for the duration of your active subscription for internal business purposes only.

Multiple subscription plans are offered with varying features, limits, and pricing as described at fieldpad.app/pricing or within the Service. A limited free tier is available for evaluation purposes; the free tier may be modified or discontinued at any time. Your subscription begins upon successful payment processing and account activation.

Commercially reasonable efforts will be made to ensure the Service is available and functioning as intended, but uninterrupted or error-free access is not guaranteed. The Service may be subject to periodic maintenance, updates, and downtime. Reasonable efforts will be made to provide advance notice of scheduled maintenance that may significantly affect availability. Features, updates, and functionality may be modified, added, or removed to improve performance or comply with legal or operational requirements; material feature removals or changes that substantially reduce functionality will be communicated with reasonable advance notice where practicable.

Specific uptime commitments, dedicated support, and enhanced service guarantees may be provided under separate Service Level Agreements available exclusively with Enterprise subscription plans.

Use of the Service requires a compatible device, internet access, and certain software. You are responsible for obtaining and maintaining all equipment and services needed to access the Service. High-speed internet is recommended.

Account Owner: The Account Owner is the sole individual or entity responsible for creating the account, accepting these Terms, and ensuring the payment of all associated fees. The Account Owner bears the ultimate legal and financial liability for the entire account and, if acting for an organization, must possess the authority to legally bind that organization to these Terms. They are responsible for overseeing all account activity, including ensuring compliance with these Terms by all users and managing their access levels.

Delegated Administrator: A Delegated Administrator is a user assigned administrative rights by the Account Owner. Their authority is restricted to specific functions like creating, modifying, and managing user accounts, assigning access levels, and configuring account settings. Crucially, any actions or decisions made by a Delegated Administrator are legally binding upon and remain the full responsibility of the Account Owner, who must ensure that the Administrator operates strictly within the scope of their designated authority.

Standard Use: Standard Users are all other individuals granted access to the service who are not the Account Owner or a Delegated Administrator. While their specific operational permissions and capabilities are defined by the Account Owner or Delegated Administrators through the Service's access control settings, all activities performed by Standard Users are ultimately the legal and financial responsibility of the Account Owner, who must ensure their compliance with these Terms.

The specific permissions, features, and capabilities available to each user are determined by the Account Owner or Delegated Administrators through the Service's access control settings, and may vary based on your Subscription Plan. These operational permissions do not alter the legal accountability structure described above.

Each user must maintain unique account credentials and is prohibited from sharing login credentials with any other person. Users are responsible for keeping their credentials secure and confidential.

Unauthorized sharing of credentials may result in suspension or termination of the account.

Subscription fees are described on our website or within the Service. You may choose between monthly or annual subscription plans. Fees are billed in advance and automatically renew at the end of each Billing Period unless cancelled before the renewal date.

By selecting a Subscription Plan, you authorize us to charge the applicable fees using your designated payment method for each Billing Period until cancellation. If you exceed your plan's limitations during a Usage Period, overage fees will be calculated at the end of that Usage Period and charged to your payment method within seven (7) days.

All fees are exclusive of applicable taxes, which will be added where required. Fees are non-refundable except: (a) as required by law; (b) as expressly stated in this Agreement; or (c) as agreed in writing by FieldPad Inc.

Payment Method: You agree that we and our third-party payment processors may store your payment information. We may charge your payment method for subsequent charges you authorize. If your payment method expires and you do not update it, you authorize us to continue billing that method and you remain responsible for any uncollected amounts.

Non-Payment: We reserve the right to suspend or restrict access to the Service if payment is not received for any Billing Period.

Service Restriction Upon Cancellation: If you cancel your subscription or your account is terminated, we reserve the right to immediately restrict or suspend Service to prevent usage that cannot be billed.

Pricing Changes: Pricing published on our website or within the Service may be updated at any time and applies to new subscriptions effective immediately. For existing subscribers: (a) monthly plan holders will receive notice at least one Billing Period before any pricing change takes effect; (b) annual plan holders will receive notice before their next annual renewal date. Customers with negotiated Service Level Agreements are governed by the terms of those agreements. Promotions or discounts may be offered on a user-specific basis and are not guaranteed to continue or be available to all users.

If you believe any charge is incorrect or unauthorized, you must notify us in writing within sixty (60) days of the charge appearing on your statement. Your notice must include your account information, the specific charge(s) disputed, the amount, and a detailed explanation.

We will investigate properly submitted disputes in good faith and respond within a reasonable timeframe. You remain obligated to pay all undisputed charges during the investigation.

If we determine a charge was made in error, we will credit your account or issue a refund. If the charge was valid, you remain responsible for the full amount plus any late fees accrued during the dispute period.

Failure to notify us within sixty (60) days constitutes acceptance of the charge and waiver of any right to dispute it. You may not withhold payment based on a disputed charge unless we have agreed in writing.

By using the Service, you agree to:

• Comply with the Acceptable Use Policy defined in Section A, all applicable laws, regulations, and these Terms
• Not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, nor use any automated means (bots, scrapers, crawlers, or similar tools) to access or interact with the Service without prior written authorization

We reserve the right to monitor your use to ensure compliance with these Terms and applicable laws. Failure to comply may result in immediate suspension or termination without prior notice.

Data Collection and Retention

Operational Data is retained for system administration, security monitoring, fraud prevention, analytics, legal compliance, and service improvement, and may be retained as long as reasonably necessary or required by law.

Customer Content is retained only as necessary to provide the Service and will be deleted following termination in accordance with your subscription plan's data retention settings, unless required by law.

Data Sharing

We may share data with trusted service providers (such as payment processors, email services, and cloud storage providers) who assist in operating the Service, subject to confidentiality obligations.

We may disclose Operational Data or Customer Content when required by law, regulation, legal process, or governmental request, or when reasonably necessary to enforce these Terms, protect rights, property, or safety, or investigate fraud or security issues. Disclosures will be limited to information reasonably necessary and made in accordance with applicable data protection laws.

We may use aggregated or anonymized data that does not identify you for analytics, benchmarking, and service improvement.

Privacy Policy: Our Privacy Policy, accessible through the Service or our website, describes how we collect, use, and protect your personal information.

All intellectual property rights in and to the Service, including software, applications, algorithms, source code, technology, user interfaces, designs, graphics, logos, trademarks, service marks, domain names, Documentation, and any modifications or derivative works, are and shall remain the exclusive property of FieldPad Inc. and its licensors.

Nothing in this Agreement grants you ownership rights except the limited right to use the Service as expressly permitted. The Service contains proprietary and confidential information protected by copyright, trademark, and trade secret laws.

You agree not to:

• Copy, reproduce, modify, create derivative works from, distribute, sell, lease, or sublicense any part of the Service
• Reverse engineer, decompile, or attempt to derive the source code of the Service
• Remove, alter, or obscure any copyright, trademark, or proprietary rights notices

Customer Content License: You retain ownership of your Customer Content. You grant us a non-exclusive, royalty-free license to use, store, process, and display Customer Content solely as necessary to provide and improve the Service.

Feedback: Any feedback, suggestions, or ideas you provide regarding the Service become our sole property. We may use such feedback for any purpose without obligation or compensation to you.

Limited Warranty: FieldPad Inc. warrants that the Service will perform substantially in accordance with its Documentation under normal use. Defects must be reported within thirty (30) days of occurrence. We will use commercially reasonable efforts to correct reproducible errors or defects within a reasonable timeframe.

Sole Remedy: Your sole and exclusive remedy for breach of this warranty shall be, at our option: (a) correction of the defect; or (b) termination of your subscription and a prorated refund of prepaid fees for the unused portion. This warranty does not apply to issues caused by: (a) misuse; (b) unauthorized modifications; (c) use in violation of these Terms; (d) third-party software or services; or (e) factors beyond our control.

Disclaimer: Except as expressly set forth above, the Service is provided "as is" and "as available" without warranties of any kind. We expressly disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and quiet enjoyment. We do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses, or that defects will be corrected. We are not responsible for any loss of data or content. The Service does not constitute legal, regulatory, or professional advice. You assume all risk for any damage resulting from your use of the Service.

Third-Party Services: The Service may integrate with or link to third-party services not controlled by us. We are not responsible for and make no warranties regarding such third-party services. Your use of third-party services is at your own risk and subject to their terms and conditions.

FieldPad Inc.'s total liability for any claims arising out of or related to these Terms or the Service is limited to the amount you paid for the Service in the twelve (12) months preceding the event giving rise to the liability.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation damages arising from: inaccuracies, errors, or omissions in any data, reports, or output generated through the Service; interruptions or delays; lost profits; lost data; loss of business or business opportunities; business interruption; or any decisions, actions, or reliance by you, your clients, or any third party based on information, reports, or data created, stored, transmitted, or accessed through the Service—even if advised of the possibility of such damages. The Service is a tool for data collection and reporting; all business decisions based on Service output are made at the sole risk and discretion of the decision-maker, and FieldPad Inc. assumes no responsibility for such decisions or their outcomes.

By Subscribing Agency: You agree to indemnify, defend, and hold harmless FieldPad Inc., its affiliates, and their officers, directors, employees, and agents from any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use or misuse of the Service; (b) your violation of these Terms or applicable laws; (c) any Customer Content or data you submit; (d) your violation of third-party rights, including intellectual property, privacy, or data protection rights; or (e) negligent or wrongful conduct by you or anyone using your account. You will not settle any claim that may result in liability to FieldPad Inc. without our prior written consent.

By Company: FieldPad Inc. will indemnify and defend you against any third-party claim that the Service, when used in accordance with these Terms, infringes such third party's valid patent, copyright, or trademark rights under Canadian law, provided you: (i) promptly notify us in writing; (ii) grant us sole control over defense and settlement; and (iii) reasonably cooperate with our defense. If the Service becomes subject to an infringement claim, we may: (a) obtain rights for you to continue using the Service; (b) modify the Service to be non-infringing; or (c) terminate your subscription and refund prepaid fees on a pro-rata basis.

Exclusions: We have no indemnification obligation for claims arising from: (a) unauthorized modifications; (b) your combination of the Service with non-approved third-party products; (c) your use in violation of these Terms; or (d) Customer Content you provide. This section states our entire liability for intellectual property infringement claims.

Termination by Subscribing Agency: You may terminate your subscription at any time by canceling through your account settings. Termination takes effect at the end of your current billing period. Prepaid fees are non-refundable. Disconnecting or removing your payment method does not constitute cancellation; your subscription will remain active until the end of the current billing period.

Termination by Company: We may suspend or terminate your access:

• Immediately without notice if you breach these Terms, use the Service unlawfully, or fail to pay fees when due;
• Upon thirty (30) days written notice if we discontinue the Service or for any other reason.

If we terminate for cause (breach, unlawful use, or non-payment), you will receive a prorated refund of prepaid fees for the unused portion. If we terminate for convenience (discontinuation of Service or any reason other than cause), you will receive a prorated refund of prepaid fees for the unused portion.

Effects of Termination:

• Your right to access the Service, including all user accounts under your agency and sub-agencies, will immediately cease;
• All outstanding fees become immediately due and payable;
• Customer Content will be deleted following termination in accordance with your subscription plan's data retention settings, unless subject to legal hold or required by law;
• We may retain Operational Data as described in Section H.

Survival: Sections regarding intellectual property rights, indemnification, limitation of liability, confidentiality, and governing law shall survive termination.

This Agreement shall be governed by the laws of the Province of Ontario and federal laws of Canada, without regard to conflict of law principles.

Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved by binding arbitration conducted in Ottawa, Ontario, by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, and the parties shall share equally the arbitrator's fees.

Exceptions to Arbitration: Either party may seek injunctive or other equitable relief in the courts of Ontario to protect intellectual property rights or prevent irreparable harm, without first submitting to arbitration.

Class Action Waiver: Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action against FieldPad Inc.

Jurisdiction: For matters not subject to arbitration, you and we irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Ottawa. You waive any objection to venue in such courts.

We reserve the right to modify these Terms at any time as we see fit. We will post updated Terms on our website and update the "Last Updated" date.

Material changes (affecting pricing, payment terms, data usage rights, liability limitations, or dispute resolution) become effective at the end of your current billing cycle plus thirty (30) days from the date of posting. Non-material changes (clarifications, formatting, legally required updates, or other changes at our discretion) become effective immediately upon posting.

It is your responsibility to review these Terms periodically as they may change from time to time. Your continued use of the Service after any changes become effective constitutes acceptance of the modified Terms. If you do not agree with any changes, you may terminate your subscription before they take effect.

Entire Agreement: This Agreement constitutes the entire agreement between you and FieldPad Inc. regarding the Service and supersedes all prior agreements, communications, proposals, and negotiations. No terms in any purchase order or other business form submitted by you will be incorporated into this Agreement.

Severability: If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid while preserving its intent, or if not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect. If any material limitation on use of the Service is found invalid, your right to use the Service will immediately terminate.

No Waiver: Failure to enforce any right or provision will not constitute a waiver unless acknowledged in writing by the waiving party. No waiver of any breach will be deemed a waiver of subsequent breaches. Any waiver must be in writing and signed by an authorized representative.

Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement without restriction. Any attempted assignment in violation of this provision is void.

Force Majeure: We will not be liable for delays or failures in performance resulting from causes beyond our reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, government actions, internet or utility failures, denial of service attacks, or other actions or inactions of third parties.

Notices: Notices to you may be sent to the email address associated with your account and will be deemed delivered 24 hours after sending.

The Service is provided from Canada and may be subject to Canadian export control laws, United States export regulations, and international sanctions. You agree to comply with all applicable export and import laws.

You represent and warrant that:

• You are not located in or a resident of any country subject to trade sanctions or embargoes;
• You are not on any government restricted party list;
• You will not use the Service in violation of any export restriction, sanction, or embargo.

We may suspend or terminate your access without notice if we believe you are in violation of this section or if required by law. Termination under this section is subject to the refund terms in Section M.