Field Nation
Field Nation User Agreement Full View
FIELD NATION USER AGREEMENT

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. WHEN YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THE AGREEMENT BY REGISTERING TO BECOME A USER OR USING THE PLATFORM, YOU WILL BE LEGALLY BOUND BY IT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.

This Field Nation User Agreement (the “Agreement”) states the terms and conditions governing users of the Field Nation website and software platform (the “Platform”). The Platform is owned and operated by Field Nation, LLC (referred to as “Field Nation,” “we,” “us” or “our”), a limited liability company organized under the laws of the state of Minnesota, United States. All users (the “User,” “you,” or “your”) of the Platform are subject to this User Agreement.

We reserve the right to change this User Agreement at any time in our sole business discretion. Please check these terms regularly for changes. Field Nation does not assume any obligation to personally or individually notify Users of any modifications to this Agreement, or the creation of additional terms or the elimination of any terms. Your continued use of the Platform following the posting of any changes to the User Agreement will mean you accept and agree to those changes.

  1. Background; Other Agreements.
    1. 1.1
      How it Works.


      Registered service providers (“Providers”) are independent contractors who use the Platform to offer their services and to perform work on specific projects for registered buyers of their services (“Buyers”). Providers and Buyers can use the Platform to directly and independently coordinate with each other regarding all aspects of their projects through the Platform’s work order (“Work Order”) and payment functionality.
    2. 1.2
      How to become a registered Provider.


      Users who want to use the Platform to offer their services to Buyers must register as Providers and accept the Provider Terms and Conditions (the “Provider Terms”) accessible by following this link: www.fieldnation.com/legal/?a=provider.
    3. 1.3
      How to become a registered Buyer.


      Users who want to use the Platform to obtain services from Providers must register as Buyers and accept the Buyer Terms and Conditions (the “Buyer Terms”) accessible by following this link: www.fieldnation.com/legal/?a=buyer.
    4. 1.4
      How Buyers create Work Orders.


      Field Nation provides Buyers with Work Order templates that the Buyer must independently complete with the parameters of the services that are sought. A Buyer exclusively controls the content of a proposed Work Order, including but not limited to the timing of the work, location, skills required and tools required, subject only to compliance with our standard Work Order terms and conditions (the “Work Order Terms”) accessible by following this link: www.fieldnation.com/legal/?a=workorder A Buyer may vary these standard terms and conditions by adding language directly to a proposed Work Order through the Platform interface.
    5. 1.5
      How a contract is formed between a Buyer and a Provider.


      A Buyer posts a proposed Work Order on the Platform. Through the Platform, a Provider may accept that Work Order and agree with the Buyer to provide services on the terms stated therein or a Provider can make a counterproposal to the Work Order. A Buyer can then agree to accept and agree to the counterproposal in the Work Order with the added or changed terms. Once accepted, an Engagement for completion of the services set forth in the Work Order has been established by Buyer and Provider.
    6. 1.6
      Field Nation’s Role.


      Field Nation is not a party to any Work Order or any agreement that might separately be entered into between Buyer and Seller. Neither a Provider nor a Buyer can modify a Work Order to make Field Nation a party to a Work Order. Any terms a Buyer adds to a Work Order shall not modify, amend, or otherwise change the rights and obligations of Field Nation under this User Agreement. Field Nation is not an employer or joint employer of any Provider. Field Nation is not responsible for the performance or non-performance of any Buyer or any Provider. Each Provider is solely and entirely responsible for the Provider’s acts and for the acts of the Provider’s employees and agents. Each Buyer is solely and entirely responsible for the Buyer’s acts and for the acts of the Buyer’s employees, agents and subcontractors. Field Nation is not a party to any Work Order and is not bound by any terms of a Work Order. Field Nation is a qualified marketplace platform under laws recognizing such platforms for businesses that operate a digital website or application that facilitates the provision of services by qualified marketplace contractors to individuals or entities seeking such services.
    7. 1.7
      Enhanced Buyer Agreements.


      In addition to the Platform services described above, a Buyer can also register to use the Platform and its Work Order functionality to directly and independently coordinate and communicate with its own, private pool of contract services providers or to directly and independently manage its own employees (a “Private Field Nation Talent Type”) by accepting the terms of the Field Nation One Agreement (the “Field Nation One Agreement”).

      Buyers can also use the Platform and its Work Order functionality to directly and independently coordinate and communicate with their own, private pool of contract service providers or to directly and independently manage their own employees under its own named network (a “Private Label Platform”) by accepting the Private Label Platform Terms and Conditions (a “Private Label Platform”) by accepting the Private Label Platform Terms and Conditions (the “Private Label Agreement”).

      This User Agreement, in addition to any terms set forth in the applicable Buyer Terms, the Buyer Platform Agreement or any applicable Provider Terms, state the entire agreement between Field Nation and each User regarding the Platform, unless modified or enhanced by one or more of the agreements set forth in Section 1.7. This User Agreement, any applicable Buyer Terms, Buyer Platform Agreement or any applicable Provider Terms, supersede any prior or contemporaneous oral or written communications or proposals relating to its subject matter, unless such use is modified or enhanced by one or more of the agreements set forth in Section 1.7 (in which case, the terms and conditions shall be controlled by such agreements to the extent of any inconsistency).

  2. User Account Information; Eligibility to Use the Platform.
    1. 2.1 Users must have an individual User account with a username and password to use the Platform. If Buyer or Provider has multiple employees, agents or representatives who will use the Platform on their behalf, the Buyer or Provider may register multiple User’s subject to the terms of this User Agreement. User is responsible for ensuring and agrees to ensure that its employees, agents and representatives comply with the terms set for herein. All information that Users submit to the Platform must be real, accurate, and verifiable. Field Nation reserves the right to validate all identity information at any time. Further, by submitting information, you authorize Field Nation to make such inquiries as it determines are necessary to validate identity and confirm your ownership of your email address and financial information, either directly or via a third party validation service. Subject to any restrictions or limitations under applicable law, you agree to provide information requested by Field Nation to verify the accuracy of your User account information. Failure to provide required information to operate the Platform when requested is a violation of this User Agreement. You are solely responsible for maintaining the security of your username and password. If you disclose this information to any third party, you shall be solely responsible for all actions taken through your Field Nation account. You must notify Field Nation immediately if you suspect that your username or password has been stolen or are being misused by someone else. You acknowledge and agree that Field Nation’s security procedures are commercially reasonable
    2. 2.2 Only adults and legal entities that are capable of entering and performing legally binding contracts may use this Platform. The Platform is not intended for use by minors or Persons under the age of majority in the state in which they perform work.
    3. 2.3 For purposes of this User Agreement, you warrant and represent that: your use of the Platform is not prohibited by the laws, rules, or regulations of the country or other legal jurisdiction in which you reside;
      1. you are not located in a country or region, nor are you a citizen of a country or region, that is (i) subject to U.S. federal government sanctions or embargoes, including without limitation Cuba, Iran, North Korea, Sudan, and Syria, or (ii) that is on Canada’s Area Control List under Canada’s Export and Imports Permits Act; and
      2. you are not employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, and are not otherwise ineligible to receive items subject to U.S. export control laws, rules, and regulations.
      3. You have authority to enter into this User Agreement on behalf of yourself, or on behalf of the registered business organization with which you are associated or for whom you are working when using this Platform.
      4. You will at all times comply with any and all laws, ordinances, statutes, executive orders and regulations, federal, state, county and municipal, insofar as they are applicable to your use of the Platform.
  3. Relationship.


    This User Agreement does not in itself create an agency, employment, joint employment, franchise, joint venture, or partnership between Field Nation and any User.
  4. Registered Service Company.


    Users who register as a Registered Service Company or an employee of a Registered Service Company in their profile or otherwise will receive a Registered Service Company designation.  By registering as a Registered Service Company or an employee of a Registered Service Company, User represents and warrants it: (1) operates an independently established business or trade; (2) it operates under an Employer Identification Number (EIN); (3) it maintains Worker’s Compensation insurance; and (4) it has 3 or more employees. User agrees to notify Field Nation if it no longer meets a Registered Service Company requirement.
  5. License; Limitations; Reservation of Proprietary Rights.
    1. 5.1 Field Nation grants to you a non-exclusive right and license to access and use the Platform solely for your own business purposes for the term of this User Agreement subject to the payment of all applicable fees.
    2. 5.2 You shall not:
      1. attempt to rent, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Platform available to any third party;
      2. create any derivative works based on the Platform, either on your own or through any third party;
      3. produce a source listing, decompile, disassemble, or otherwise reverse engineer the Platform;
      4. interfere with or disrupt the performance of the Platform for any reason, or attempt to gain unauthorized access to any data stored in such product; or
      5. remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Platform, including any screens displayed by such product.
    3. 5.3 Field Nation retains all ownership and intellectual property rights to the Platform that are not specifically granted to Users hereunder.
  6. Social Media Features.
    1. 6.1 The Platform includes features which allow Users to post messages, comments, statements, and personal information for viewing by other Users of the Platform. Users are responsible for exercising such care as is necessary to protect their private, confidential, or personal information when using such Platform functionality. You are responsible for maintaining the privacy of your personally identifiable information when using this functionality. If you do post comments to message forums or via similar features, or send any comments or questions about the Platform via email, telephone, or other means, such information is public, and Field Nation may store, maintain, and use such information indefinitely, and may also disclose such information to third parties in our sole business discretion. Usage of the Platform constitutes consent of User for Field Nation to contact the User by way of electronic and/or cellular communication with information, updates, opportunities and selected announcements from Field Nation or third parties with whom Field Nation has a contractual relationship. Users may opt out of these communications via the Platform.
    2. 6.2 Field Nation is not legally responsible for any information or content posted or made available on the Platform by any User which is defamatory, violates privacy rights, or otherwise violates the rights of another user or third party. Field Nation does not actively monitor or censor any information posted for viewing via the Platform although it expressly reserves the right to monitor the postings or other activities of Users at any time without notice. Field Nation reserves the right to remove or restrict access to any information or content posted or made available on the Platform if it determines that such information violates this User Agreement or any law, rule, or regulation of any legal jurisdiction.
  7. Acceptable Use of the Platform.


    By accessing the Platform, you agree that:
    1. 1. you will not knowingly provide or enter any false, misleading, or fraudulent information;
    2. 2. you will not use the Platform for any illegal purpose, nor will you provide or enter any material or information in violation of any applicable law or regulation;
    3. 3. all information and User content provided or entered by you (i) must be original to you, and not violate the copyright or other proprietary rights of any third party, and (ii) must not violate the rights of any third party, including trade secret or privacy rights;
    4. 4. information provided or entered by you must not be defamatory, harassing, offensive, threatening, obscene, or otherwise inappropriate or disruptive;
    5. 5. you will not hold yourself out as someone you are not or otherwise impersonate any other person;
    6. 6. you will not interfere or tamper with the functioning of the Platform, nor will you attempt to gain access to information or control of the Platform not specifically granted to you;
    7. 7. you will not use the Platform to transmit any spyware, virus or similar destructive program or code;
    8. 8. you will not compile any database or list of other Platform Users, nor will you use the Platform to facilitate the sending of any spam (unsolicited emails), bulk email, or email offering to sell goods or provide services, except as specifically authorized in conjunction with Field Nation services and in no event will you send emails that would violate the CAN-SPAM Act in any way;
    9. 9. you will abide by any other rules for participation in any Social Media features on the Platform including but not limited to not entering advertisements in newsgroups, chat rooms, or forums in violation of the terms of participation for such newsgroups or forums, or on topics not intended for such newsgroups, chat rooms or forums; and
    10. 10. you will not use the Platform to discuss or disclose the terms of any Work Order, except to facilitate the performance of the Work Order between the Buyer and the Provider.
  8. Links to Other Websites.


    The Platform may provide links to websites owned and operated by third parties. Field Nation exercises no control whatsoever over such websites and is not responsible or liable for the availability, content, advertising, products, services, or other materials available or viewable on such websites. Access and use of such linked websites is solely at your own risk.
  9. Term and Termination of the Agreement.


    This User Agreement commences when you register or use the Platform for the first time and continues in force until terminated by you or Field Nation. You may terminate this User Agreement immediately upon notice to Field Nation at any time for any reason. Field Nation may also terminate this User Agreement immediately without any notice at any time and for any reason. Upon termination by you or by Field Nation, your right to access and use the Platform will cease immediately. Termination does not relieve you from the obligation to pay any fees due to Field Nation which accrued before the termination date or which are otherwise owed in connection with activities or commitments made through use of the platform prior to notifying Field Nation of your intent to terminate the Agreement.
  10. Insurance.


    Providers is required to and agrees to maintain all worker's compensation and other employee or worker's insurance coverage required in each jurisdiction in which Providers perform any services. Providers also are required to and agree to maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, and business automobile liability insurance coverage with combined limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Work Order. Under the Work Order Terms, Providers acknowledge that Buyers may require additional insurance coverage as a condition of accepting and performing a Work Order
  11. No Warranty; Limitations of Liability; Indemnification.
    1. 11.1 USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT A WARRANTY OF ANY KIND. FIELD NATION SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE AND ACCESS, OR INABILITY TO USE AND ACCESS THE PLATFORM.
      FIELD NATION IS RELYING ON THE FOREGOING WARRANTY AND LIABILITY LIMITATIONS IN PROVIDING THE PLATFORM. BY USING THE PLATFORM, YOU AGREE THAT THESE EXCLUSIONS ARE ACCEPTABLE.
    2. 11.2 You will indemnify, defend, and hold Field Nation, its affiliates, and licensors, and each of its respective officers, managers, directors, agents, independent contractors, employees, consultants, service providers, and applicable third parties (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities and expenses arising out of or relating to: (a) your use or misuse of the Platform; (b) your failure to perform your obligations under this User Agreement; (c) any allegation that any content or material supplied by you via the Platform infringes or violates any third party rights; or (d) the use of the Platform by any third party who has access to the User’s computer or any other electronic device.
  12. Trademarks.


    “Field Nation” is a trademark of Field Nation, LLC. All other marks, names, and logos displayed by the Platform are the property of Field Nation or their respective owners. User agree not to use of Field Nation’s trademarks and other marks, names and logos displayed by the Platform without its prior written consent. Such use is strictly prohibited.
  13. Copyright Issues.
    1. 13.1
      Infringement Notification.
      Upon receipt of proper notification of claimed infringement, Field Nation will follow the procedures outlined herein and in the DMCA.
      1. o file a notice of infringement with Field Nation, you must provide a written communication (by fax or regular mail) that sets forth the information specified in the list below. Please note that you will be liable for damages (including costs and attorney’s fees) if you materially misrepresent that material is infringing your copyright(s). Accordingly, if you are not sure if you are the proper copyright holder or if copyright laws protect the material of yours, you may want to consult a lawyer.
      2. To expedite our ability to process your request, please use the following format (including section numbers): (a) identify with sufficient detail the copyrighted work that you believe has to been infringed. (For example, “The copyrighted work at issue is the “Name of the work” by “name of the author” and abstract number (http://___.com/abstract=638801);(b) identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us and the owner or administrator of the User content to locate the material; (c) provide information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted; (d) include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”; (e) include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate, and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; and (f) sign the document.


        Send the written communication to our designated agent at:

        Field Nation, LLC
        Attention: Copyright Officer
        310 Fourth Ave. S., Suite 8100
        Minneapolis, MN 55415
        Email: [email protected]
        Phone: 612-293-8828

    2. 13.2
      Counter Notification.
      The owner or administrator of the allegedly infringing content may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA.
      1. To file a counter notification with us, you must provide a written communication (by fax or regular mail) that sets forth the information specified in the list below. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.
      2. To expedite our ability to process your request, please use the following format (including section numbers): (a) identify the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (b) provide your name, address, and telephone number; (c) include the following statement: “I consent to the jurisdiction of Federal District Court for the State of Minnesota”; (d) include the following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent”; (e) include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled”; and (f) sign the document. 

        Send the written communication to our designated agent at:

        Field Nation, LLC
        Attention: Copyright Officer
        310 Fourth Ave. S., Suite 8100
        Minneapolis, MN 55415
        Email: [email protected]
        Phone: 612-293-8828

      3. Upon receipt of such counter notification, we will promptly provide the person who provided the original infringement notification with a copy of the counter notification, and inform that person that we may replace the removed material and cease disabling access to it not less than 10, nor more than fourteen (14), business days following receipt of the counter notice, unless our designated agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our system network or Platform.
    3. 13.3
      Repeat Infringers.
      In accordance with Section 512(i)(1)(a) of the DMCA, we will, in appropriate circumstances, disable and/or terminate the accounts of Users who engage in infringement.
  14. Privacy.


    Field Nation gathers and uses information provided by Users in accordance with the terms of its current privacy policy, which is incorporated herein by reference (the “Privacy Policy”). Field Nation may update or otherwise modify the Privacy Policy in its sole discretion upon notice to Buyers and other Users which will be provided by posting the updated Privacy Policy on the Field Nation website at https://www.fieldnation.com/privacy. Individualized notice is not provided to Users. User agrees that continued use of the Platform after notification will constitute User’s consent to any modifications to the Privacy Policy.
  15. General.

    1. 15.1 All notices required by this User Agreement must be delivered in person or by means evidenced by a delivery receipt to the principal business address of the party receiving the notice and addressed to the attention of its President, Chief Executive Officer, or other representative authorized to receive legal notices. Notices by email shall be valid provided that the recipient is authorized to receive notices for the party, and the recipient acknowledges receipt of the email via a return email which includes the full text of the original message.
    2. 15.2 All actions related to this User Agreement will be governed by Minnesota law and/or controlling U.S. Federal Law without regard to the choice of law provisions of any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this User Agreement. The parties agree that any disputes arising out of or related to this Agreement shall be filed and resolved in Ramsey or Hennepin County, Minnesota and the parties consent to jurisdiction therein
    3. 15.3 A User may not assign or otherwise transfer its rights or obligations under this User Agreement for any reason without the prior written consent of Field Nation. Field Nation may assign this User Agreement in its business discretion without your consent, provided that the assignee assumes and agrees to perform all of Field Nation’s obligations under this User Agreement.
    4. 15.4 This User Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.
    5. 15.5 Any express waiver or failure to exercise promptly any right under this User Agreement will not create a continuing waiver or any expectation of non-enforcement.
    6. 15.6 If any provision of this User Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.
    7. 15.7 The terms and conditions of this User Agreement which are intended by their nature to survive its termination shall survive such termination.

Last modified: October, 2021.

Copyright © 2014-2023 Field Nation, LLC. All rights reserved.

Provider Terms and Conditions Full View
PROVIDER TERMS AND CONDITIONS

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY USING THE FIELD NATION PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.

These Provider Terms and Conditions (the “Provider Terms”) state the terms and conditions between Field Nation, LLC (“Field Nation,” “we,” “us,” or “our”) and users of the Field Nation website and software platform (the “Platform”) who register as services providers (“Provider,” “you,” or “your”). Provider and all other users are also subject to the terms of the Field Nation User Agreement (“User Agreement”), which is incorporated herein by reference. Capitalized terms used in these Provider Terms which are not defined have the meaning stated in the User Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Except as provided in the “Arbitration Agreement and Class Waiver“ in Section 17 below, we reserve the right to change the Provider Terms at any time in our sole business discretion. Please check these terms regularly for changes. Your continued use of the Platform following the posting of any changes to the Provider Terms will constitute your acceptance of and agreement to those changes. This Agreement is for a term of 60 days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without the Provider using the Platform, then the Provider’s next use constitutes a renewal of this Agreement.

  1. Relationship.
    1. 1.1 These Provider Terms and the User Agreement state the terms under which Provider has the right to use the Platform to offer services to registered buyers (“Buyers”), and the obligation to pay Field Nation fees if applicable.
    2. 1.2 Provider is an independent contractor who uses the Platform to offer services and to perform work on specific projects for Buyers pursuant to Work Orders posted by Buyers. Field Nation is not a party to accepted Work Orders or other services agreement between Buyers and Providers. Field Nation has no responsibility for, control over, or involvement in the scope, nature, quality character, timing or location of any work or services performed by a Provider under a Work Order, including any work or services that any worker may provide as an employee of, or independent contractor for, Provider under a Work Order (referred to collectively herein as “Provider Workers”). Each Work Order constitutes a new contract between Buyer and Provider to perform work, and a new agreement between Provider and Field Nation to use the Platform.
    3. 1.3 Unless modified by Buyer through the Platform prior to proposal or by you pursuant to an accepted counteroffer, all Work Orders are governed by Standard Work Order Terms and Conditions accessible by following this link: www.fieldnation.com/legal/?a=workorder.
    4. 1.4 Field Nation is not an employer of, or joint employer or integrated or single enterprise with any Provider or Buyer. Field Nation is not responsible for the performance or non-performance of any Buyer or any Provider. Each Provider is solely and entirely responsible for the Provider’s acts and for the acts of the Provider’s employees, contractors and agents. Each Buyer is solely and entirely responsible for the Buyer’s acts and for the acts of the Buyer’s employees and agents. Field Nation is not a party to any Work Order and is not bound by any terms of a Work Order. Field Nation does not combine its business operations in any way with Provider’s business or Buyer’s business, but instead maintains such operations as separate and distinct. Provider and Buyer are each responsible for their own registrations, licenses, insurance, or other authorizations required to render the services.
    5. 1.5 Provider is an independent contractor and is not an employee of Field Nation, as described in more detail below.
  2. Independent Contractor Relationship Between Provider and Field Nation.

    Nothing in this Agreement is intended or should be construed to create an employer-employee relationship, partnership, joint venture, joint employment relationship, single or integrated enterprise or franchisor/franchisee relationship between Field Nation and Provider. Provider agrees that Provider will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Field Nation that is inconsistent with Provider being an independent contractor (and not an employee) of Field Nation. Provider is not an agent of Field Nation and Provider is not authorized, and must not represent to any third party that Provider is authorized to make any commitment or otherwise act on behalf of Field Nation.

    Providers will provide all equipment, labor and materials that may be needed to perform any services pursuant to a Work Order. Field Nation will not provide any equipment, labor or materials that may be needed for performing services pursuant to any Work Order. Further, Providers are solely responsible for determining which Work Orders they will choose to accept, how frequently they accept Work Orders, the duration of the Work Order acceptable to them, the terms of any counterproposal and the manner in which they will provide the services sought. Field Nation does not guarantee the Provider any minimum amount of Work Orders. Field Nation does not set the pay rate. Field Nation does not pay a salary or hourly rate to Providers, but rather facilitates Buyer’s payment at the rate set by Buyer and agreed to by Provider. Field Nation does not dictate the time of performance. Field Nation will not provide Provider with any training or direction with regard to services provided and will have no control over the manner in which services are provided or the timing and location of the provision of services. Field Nation does not provide any uniforms to Providers. Field Nation does not provide expense reimbursement to Providers. Provider has the right to determine the manner in which services will be provided to Buyer consistent with Provider’s experience and specialized skills. For purposes of New York City Local Law 140 only, to the extent it is deemed to apply, the “value” of the services performed pursuant to this Agreement is equal to the total amount paid by the Buyer to Provider for each service.

    Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Provider from engaging in any other business activities, services or projects that are separate and distinct from any business activities that Provider may conduct through the Platform. Field Nation expects Providers will provide similar services through other platforms and for other parties. Field Nation expressly acknowledges Provider can earn income from other sources and expects Provider will do so.

    Further, nothing in this agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) Provider from using its employees and/or independent contractors to provide any services relating to Provider’s completion of a Work Order. Field Nation will have no involvement in the hiring, selection or retention of any Provider Workers or in the terms of their employment, contract or engagement with Provider Worker. As with Providers themselves, Field Nation will not provide Provider Workers with any training or direction with regard to work performed or services provided and will have no control over the manner in which work or services are performed or the timing and location of the performance of work or services by Provider Workers. Field Nation does not terminate the work during the term of this Agreement unless the Provider violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement. Notwithstanding the foregoing, Field Nation may request that Provider discontinue using the services of a Provider Worker if the Provider Worker is perceived as presenting a safety risk or engages in unlawful conduct in connection with performing work or services in connection of a Work Order. Field Nation will not, however, screen or monitor the work of Provider Workers, and the foregoing provision does not give and should not be construed as giving rise to any duty on the part of Field Nation to screen or monitor the work of Provider Workers or otherwise ensure that they are working/performing services in a safe and lawful manner. Field Nation does not provide a performance assessment to Providers. Field Nation does not oversee the actual work or instruct the Provider as how the work will be performed, or the method or process the Provider uses to perform services.

    Field Nation is a qualified marketplace platform under laws recognizing such platforms for businesses that operate a digital website or application that facilitates the provision of services by qualified marketplace contractors to individuals or entities seeking such services.

    Provider shall at all times comply with any and all laws, ordinances, statutes, executive orders and regulations, federal, state, county and municipal, insofar as applicable to Provider’s performance of services under these Provider Terms. Without limiting the generality of the foregoing:

    1. 2.1
      Benefits and Contributions.

      As an independent contractor engaged in its own independently controlled and operated business, Provider (including any Provider Worker) is not entitled to, or eligible for, any benefits that Field Nation, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because Provider is an independent contractor and not an employee, the Field Nation will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, obtain workers’ compensation insurance on your behalf, provide health insurance, or provide other insurance or fringe benefits including any “leave” such as paid sick leave. Provider is solely responsible for complying with the Affordable Care Act. Provider is not entitled to unemployment insurance benefits from Field Nation.

    2. 2.2
      Taxes and other Withholdings.

      For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state and local laws, rules and regulations, Provider is and will be treated as an independent contractor and not as a Field Nation employee. Accordingly, Field Nation will not withhold any employment taxes from any compensation paid to Provider under this Agreement, and Provider will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform and/or under this Agreement by Provider, including any such taxes and other requirements applicable to Provider Workers. Provider agrees to indemnify, defend and hold Field Nation harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from Provider’s failure to properly pay such taxes or contributions and/or Field Nation not withholding or remitting employment taxes or contributions relative to compensation paid to Provider.

    3. 2.3
      Insurance.

      As an independent contractor, Provider (including any Provider Worker) is not covered by any insurance that may be provided by the Company to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Instead, Provider is solely and exclusively responsible for Provider’s own insurance, including insurance for Provider Workers. Specifically, in the event that Provider is injured while working in the course and scope of a Work Order, Provider acknowledges and understands that Provider (including any Provider Worker) will not be covered by any workers’ compensation insurance coverage that Field Nation or Buyer may provide to its employees. Further, in the event that Provider’s actions (including the actions of any Provider Worker) cause an injury to a third party while Provider is working in the course and scope of providing services under a Work Order or other activities covered by this Agreement, Provider acknowledges and understands that Provider (including any Provider Worker) will not be covered by any general liability or automobile liability insurance coverage that the Field Nation may have, and that the Field Nation is not making any commitment to defend and/or indemnify Provider (including any Provider Worker) in such circumstances, and specifically denies any such obligation.

    4. 2.4
      Providers Agreement to Maintain Workers’ Compensation and other Insurance.

      Provider agrees that before entering into this Agreement and at all times during the term of this Agreement, Provider will maintain proper worker's compensation insurance coverage and any other insurance coverage (including coverage for Provider Workers) required in each jurisdiction in which Provider performs any services. If required by the applicable jurisdiction, Provider also agrees to maintain any other required insurance. Provider will comply with all state workers’ compensation laws.

      If allowed by state law and if validly obtained, Provider may be eligible to opt out of the workers’ compensation requirements. If Provider chooses to do so, Provider must submit a Statement Affirming Exemption from Worker’s Compensation Coverage to Field Nation in electronic form via the Platform. The current form of such statement is can be found at the bottom of the page at the following link - https://app.fieldnation.com/legal/?a=provider. Field Nation may update the form to comply with workers’ compensation requirements in its sole discretion.

      Provider also agrees to maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, and automobile liability insurance coverage with combined limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Work Order. Provider acknowledges that Buyers may require additional insurance coverage as a condition of accepting and performing a Work Order.

  3. Tier 1 Service Company
    1. 3.1
      Provider Terms
      1. 3.1.1
        Service Company Engagement.

        In the event that a Provider registers as a Tier 1 Service Company on the Platform (“Service Company”) to engage Providers to be a part of its Provider Network (“Managed Providers”), it agrees to the following additional provisions. At all times, Managed Providers remain able to maintain a separate Provider profile on the Platform and remain able to provide work to other Service Companies or Buyers or other members of the general public, at their discretion. Field Nation may at any time limit the number of active Service Companies permitted on the Platform or the number of the Managed Providers engaged by a Service Company.

        a.
        Service Company must register with the Platform with a valid Employer Identification Number (EIN);
        b.
        Service Company acknowledges and agrees that it is responsible for verifying that all Managed Providers within its Provider Network meet the requirements of a accepted Work Order, are certified to perform the identified Services if specialized skills are required and are licensed when required;
        c.
        Service Company acknowledges and agrees that all of the Service Company’s Managed Providers are W2 employees of the Service Company;
        d.
        In addition to the standard insurance requirements in the Provider Terms, Tier 1 Service Company agrees it maintains an active Workers Compensation insurance policy to cover all of your personnel used to fulfill a Work Order;
        e.
        Tier 1 Service Company acknowledges and agrees that it employs three or more W2 employees;
        f.
        Service Company is not permitted to accept a Work Order, and then republish it on the Field Nation platform or publish it on a different Platform or marketplace.
        g.
        In addition to any other indemnity requirement in these Terms, Service Company agrees to indemnify Field Nation and Buyers for any claims arising out of a Work Order, any misclassification or other employment claims involving your Managed Providers and any failure to pay your Managed Providers. Service Company agrees to indemnify, defend and hold Field Nation and Buyer harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from Service Company or its Managed Provider’s failure to properly pay such taxes or contributions and/or Field Nation or Buyer not withholding or remitting employment taxes or contributions relative to compensation paid to Managed Providers;
        h.
        Service Company warrants that Service Company and its Managed Providers shall perform the services in a workmanlike manner, with professional diligence and skill, and in compliance with all applicable laws. The services and any Work Product shall meet any applicable specifications or requirements stated in the applicable Work Order. Without limiting the forgoing warranty, upon notice from Buyer identifying any nonconformance with such specifications or requirements, Service Company shall provide any additional Work Product or perform additional services necessary to correct the nonconformance, without further charge to, or payment from, Buyer.
        i.
        Service Company warrants and confirms it is an ongoing and registered business in its state of residence;
        j.
        Service Company agrees not to enter into any agreements with Managed Providers that contradict any Field Nation Terms and Conditions or Agreements.
  4. Data
    1. 4.1
      Buyer Data.
      Provider acknowledges that the profile information for each Buyer available via the Platform is compiled and maintained by the Buyers themselves and not Field Nation. Provider is responsible for conducting whatever investigation or verification of a Buyer’s profile information that Provider deems necessary for purposes of entering into a Work Order with that Buyer. Provider accepts Work Orders with any given Buyer at Provider’s own risk. Field Nation will not conduct any investigation, certification, or verification of the skills, qualifications, background, and experience of a Buyer for Provider.
    2. 4.2
      Provider Data.
      1. 4.2.1 The Platform allows Provider to create a profile for viewing by prospective Buyers of their services. Field Nation does not own any information, text, data, or other content that Provider submits, stores, or uses in the Provider’s profile, including all Work Order information (the “Provider Terms”). Provider shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Provider Data.
      2. 4.2.2 Provider grants Field Nation a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display Provider Data in connection with its operation of the Platform and related business purposes. Field Nation will only use personally identifiable information of Provider included in the Provider Data for purposes of providing, improving and customizing the Platform, and to de-identify such Provider Data as well as for any purpose set forth in the Field Nation Privacy Policy. Once Field Nation has de-identified Provider Data, Field Nation may analyze, use and disclose such de-identified information for any purpose, including for marketing and advertising via the Platform interface, and as otherwise set forth in its Privacy Policy.
      3. 4.2.3 Provider must enter information and data in the Platform for purposes of accepting and updating the status of Work Orders. All such Work Order information is the property of the applicable Buyer and Provider.
  5. Payment for Work Orders and Field Nation Fees.
    1. 5.1
      The Field Nation Fee.
      a.
      Field Nation will charge you a fee for the access and use of the Platform (the ”Field Nation Fee“) which will be deducted directly from the amounts payable to you by a Buyer for services performed. The basic Field Nation Fee for access and use of the Platform will be up to Ten Percent (10%) of the amount payable to you pursuant to a completed Work Order. Field Nation may offer additional products and services through the Platform that may increase the Field Nation Fee charged to a Provider. Provider and Field Nation acknowledge that Field Nation may discount the Field Nation Fee based on the total dollar value of the Work Order. Field Nation’s fees are subject to periodic changes in its sole business discretion. Use of the Platform constitutes acceptance of Field Nation’s most current pricing.

      b.
      Field Nation will charge an additional fee (the “General Liability Insurance Fee”) which will be deducted directly from the amounts payable to you by the Buyer in the event that you do not have a current certificate of insurance uploaded in your profile. The General Liability Insurance Fee is charged for the extension of additionally insured coverage during the performance of your ongoing or completed operations and your work contracted through the Field Nation’s Platform. The General Liability Insurance Fee is subject to periodic changes in Field Nation’s sole business discretion.

      c.
      In the event that any jurisdiction imposes sales, use value-added, excise, or other taxes payable on account of payments to Field Nation, other than taxes on Field Nation’s own income (“Taxes”), Field Nation’s fees will be increased to cover such Taxes so that it receives a net amount equal to the full amount of the fees or other payment obligations that would otherwise have been payable under these Provider Terms as if no such deduction or withholding was required

    2. 5.2
      Payment for Work Orders.
      a.
      Provider will receive payment for the services provided by Provider to the Buyer as stated in any applicable Work Orders, less any fees payable to Field Nation for use of the Platform as published from time to time. Field Nation will process payments from Buyers to Providers for completed Work Orders. Provider will be paid with funds provided to Field Nation by Buyers; California Companies do not have the option to prefund, their Work Orders will be paid from funds provided after Work Order completion. No other fees, benefits, or payments of any kind will be payable to Provider.

      b.
      Payment from Buyer will only be released to Provider by Field Nation after Provider: (a) has completed all services stated in a Work Order, (b) has verified, via the Platform, that the services have been completed, and (c) the Buyer has accepted, via the Platform, the services.

      c.
      Field Nation reserves the right to withhold payment for any Work Orders until Provider resolves any issues or disputes with a Buyer, or until Field Nation has actually received payment from a Buyer. Provider acknowledges and agrees that Field Nation will have no liability to Provider for payment for any services provided to a Buyer unless or until funds are deposited with Field Nation for the applicable Work Order and no dispute is registered on the Platform. By entering into a Work Order, Provider agrees to assume any risk that Buyer may withhold payment or dispute Provider’s satisfaction of the terms of the Work Order.

      d.
      Once Field Nation transfers payment made by Buyer to Provider on behalf of Buyer for a completed Work Order, any requests for refunds or warranty claims related to any services provided under a Work Order will be the responsibility of the Provider. Field Nation reserves the right to offset any amounts payable to a Provider by a Buyer in the event Field Nation is required to refund amounts to a Buyer as a result of services rendered by the Provider.
  6. Tax Obligations.
    1. 6.1 If Provider is a U.S. resident, Provider acknowledges and agrees that Provider will be provided with an I.R.S. Form 1099-K on an annual basis, for amounts paid to Provider for completed Work Orders exceeding a gross amount of $600 per year. The provider gives permission to Field Nation to deliver the I.R.S. Form 1099-K to Provider electronically for any applicable tax years. The provider may refuse or withdraw its consent to receive an electronic 1099 by unchecking the box – “I would like to save paper and receive my 1099 electronically” option available from the Provider’s account within the Platform, and a paper copy of I.R.S. Form 1099-K will then be mailed to Provider.
    2. 6.2 Provider will be responsible for complying with any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of amounts paid to Provider for completed Work Orders. Provider expressly agrees to indemnify and hold Field Nation and all Buyers harmless from any and all liability, costs, or damages arising from or based on any claim brought by any governmental entity seeking the payment of any taxes based on any services provided by Provider or any of its employees, independent contractors, agents, or other authorized representatives.
  7. Service Levels.

    Field Nation will use reasonable efforts to make the Platform available for access and use by Provider. Provider acknowledges and agrees that Field Nation will not be liable for (a) any unavailability caused by acts or omissions of Provider, any Buyers or other third parties, or caused by events outside Field Nation’s control; (b) problems with Provider’s internet access or private computer network and equipment; and (c) Field Nation’s regularly scheduled maintenance work. Field Nation will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Platform, whether scheduled or not.

  8. Support and Maintenance.

    Field Nation will provide email, text-based, or telephone support to Provider regarding the use of the Platform. Currently, such support generally is available Monday through Friday, excluding U.S. Federal Holidays, from 7:00 a.m. to 5:00 p.m. U.S. Central Time. Support includes assistance with general usage and functionality issues and correction of software bugs and errors. Field Nation will make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem.

  9. Data Security.

    Field Nation will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Provider in accessing and using the Platform. Provider is solely responsible for the security of all usernames and passwords that may be required to access and use the Platform. If the security of such information is comprised, Provider agrees to promptly notify Field Nation.

  10. Equipment Costs.

    Provider will be responsible for all equipment, network, and other costs necessary for Provider to access and use the Platform via the Internet.

  11. No Consulting Services.

    Field Nation will not provide Provider with any consulting or other similar services related to the use of the Platform or its performance of services to Buyers.

  12. Confidentiality.
    1. 12.1
      Definition.


      In performing and accepting services under these Provider Terms, Field Nation and Provider may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
    2. 12.2
      Obligations.


      Field Nation and Provider will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under these Provider Terms. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of these Provider Terms, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of these Provider Terms. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.
    3. 12.3
      Limitations.


      These Provider Terms impose no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Provider Terms; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
    4. 12.4
      Ownership.


      Each party retains all intellectual property rights in and to its own Confidential Information.
    5. 12.5
      Survival.


      The confidentiality provisions of these Provider Terms shall survive its termination for a period of five (5) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely.
  13. No Circumvention; Non-Interference.

    Provider shall do all work for registered Buyers directly through the Platform only (or Private Network, as applicable), and shall not communicate with any Buyers, or Buyers’ clients, outside of the Platform for the purpose of avoiding any obligations under these Provider Terms, including the obligation to pay the Field Nation Fee. For the term of these Provider Terms and one year thereafter, Provider shall not directly or indirectly: (a) solicit or accept employment or contract services from any Field Nation Buyer or Buyer’s clients about whom Provider learned from the Buyer or through the Platform, except for services to be performed pursuant to Work Orders via the Platform without the written consent of Field Nation; or (b) take any action which interferes with the relationship between Field Nation and any of its Buyers or Buyers’ clients.

  14. Term and Termination.

    These Provider Terms commence when Provider registers to use the Platform for the first time and they continue in force until terminated by either party. Provider may terminate these Provider Terms immediately upon notice to Field Nation at any time and for any reason. Field Nation may terminate these Provider Terms immediately without any notice, at any time and for any reason. Upon termination by either party, Provider’s right to access and use the Platform will cease immediately. Upon any termination, Provider will not be relieved of the obligation to pay any fees due to Field Nation which accrued before the termination date. In addition to any other remedies it may have under these Provider Terms, Field Nation reserves the right to suspend or terminate Provider’s access to the Platform in order to protect Field Nation’s rights and interests. Any outstanding obligations of Field Nation to provide the Provider with tax reports or Work Order payment information shall survive the termination of these Provider Terms.

  15. Warranties and Disclaimer.
    1. 15.1
      General.


      Field Nation and Provider each warrants and represents, as to themselves, that (a) they are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which it was formed (in the case of Providers who are not individual persons) and engaged in its own independent trade or business prior to entering into this Agreement; (b) they have full power and authority to execute, deliver, and perform these Provider Terms; (c) these Provider Terms have been duly authorized, executed, and delivered by and are their legal, valid, and binding obligations in accordance with the terms herein; and (d) obligations under these Provider Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.
    2. 15.2
      Provider Data.


      Provider represents and warrants that: (a) Provider owns or has secured sufficient intellectual property rights to any and all Provider Data that Provider stores, accesses, and uses with the Platform; (b) the Provider Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Provider Data does not and will not contain a software virus or other harmful component.
    3. 15.3
      Disclaimer.


      EXCEPT AS SET FORTH EXPRESSLY IN THESE PROVIDER TERMS, THE PLATFORM IS PROVIDED “AS IS.” FIELD NATION DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FIELD NATION DOES NOT WARRANT THAT THE PLATFORM WILL MEET THE USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY FIELD NATION WILL CREATE A WARRANTY REGARDING THE PLATFORM. NO AGENT OR EMPLOYEE OF FIELD NATION IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF FIELD NATION OR MODIFY THE LIMITATIONS STATED IN THIS SECTION 15.3
  16. Indemnification.
    1. 16.1
      Field Nation Indemnification


      Field Nation shall indemnify, defend, and hold Provider, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of Field Nation set forth herein; or (b) a claim that the use of the Platform (other than third party materials) infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in Field Nation’s opinion such a claim is likely, Field Nation shall have the right, at its option, to obtain for Provider the continuing right to use the Platform, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS SECTION SETS FORTH FIELD NATION’S SOLE AND EXCLUSIVE LIABILITY, AND PROVIDER’S SOLE AND EXCLUSIVE REMEDY, FOR FIELD NATION’S INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND.
    2. 16.2
      Provider Indemnification.


      Provider shall indemnify, defend, and hold Field Nation, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by Provider (including by any Provider Worker), or a claim that any Provider Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Provider set forth herein, or other breach of this Agreement; (c) violation of applicable law by Provider or Provider’s Workers; (d) any claim based on the negligent or intentional acts by Provider or Provider’s Worker; and (e) related to any Work Order, including any claims by any third party or government agency that Provider was misclassified as an independent contractor or employee of a Buyer, and any claim that Field Nation was an employer or joint employer of Provider and/or any Provider Worker, and related legal claims under any employment laws.

      Further, Provider shall indemnify, defend, and hold Field Nation, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with Provider’s employment, retention, engagement or use of Provider Workers to provide any work/services in connection with the performance of Work Orders hereunder, including but not limited to: (1) any claim that Provider misclassified any Provider Worker (under the Fair Labor Standards Act, the Internal Revenue Code, state wage and hour law or any other law); and (2) any claim that Field Nation was an employer or joint employer of any Provider Worker under any employment or other law, including, but not limited to, the Fair Labor Standards Act, any state wage and hour law, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act.

    3. 16.3
      Conditions.


      Each party shall indemnify the other party as set forth above, provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.
  17. Arbitration Agreement and Class Action Waiver

    Field Nation, which for purposes of this provision includes Field Nation LLC, and any of its officers, directors, employees, clients, customers, Providers, agents and Users (collectively referred to throughout this provision as “Field Nation”) and Provider mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims arising out of or relating to the Provider Terms, this arbitration agreement, the Provider’s classification as an independent contractor, Provider’s provision of services, Provider’s use of the Platform, any payments made or received by Provider through the Platform or arising out of or relating to the acceptance or performance of services arranged through the Platform, the termination of this Agreement, and all other aspects of the Provider’s relationship (or the termination of its relationship) with Field Nation, past, present or future, whether arising under federal, state or local statutory and/or common law. Provider and Field Nation agree that the mutual obligations to arbitrate disputes provide adequate consideration for this arbitration agreement.

    a.
    If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by Provider must be delivered to the Field Nation at 733 Marquette Avenue S, #800, Minneapolis, MN 55402.The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

    b.
    Class and Collective Action Waivers. Field Nation and Provider mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective (“Class Action Waiver”). Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

    c.
    Provider agrees and acknowledges that entering into this arbitration agreement does not change Provider’s status as an independent contractor in fact and in law, that Provider is not an employee of Field Nation, Users, Buyers or Buyer’s clients and that any disputes in this regard shall be subject to arbitration as provided in this agreement.

    d.
    Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:
    1.
    The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The arbitrator shall have authority to decide gateway issues, including arbitrability.

    2.
    The location of the arbitration proceeding will be no more than 45 miles from the place where Provider last performed services for Field Nation, unless Provider and Field Nation agree in writing otherwise.

    3.
    Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that Company shall pay all of the Arbitrator’s fees and costs.

    4.
    The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

    5.
    Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

    6.
    The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

    7.
    The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.

    8.
    Either Field Nation or Provider may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.



    e.
    Regardless of any other terms of this arbitration agreement, claims may be brought before, and remedies awarded by, an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act (such as the National Labor Relations Board, the U.S. Department of Labor or the Equal Employment Opportunity Commission). This arbitration agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable presidential Executive Order.

    f.
    The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.

    g.
    This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of the Provider Terms and/or after Provider ceases any assignment and/or relationship with Field Nation. This arbitration agreement will also continue to apply notwithstanding any change in Provider’s responsibilities, position, or title, or if Provider transfers companies. Notwithstanding any contrary language in the Provider Terms or in any Field Nation policy or other agreement, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both Provider and an authorized representative of Field Nation.
  18. Limitations of Liability.
    1. 18.1 FIELD NATION’S AGGREGATE LIABILITY TO PROVIDER FOR CLAIMS RELATING TO THESE PROVIDER TERMS, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO FIELD NATION FOR WORK ORDERS COMPLETED BY PROVIDER FOR THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE PROVIDER TERMS OR $2,500, WHICHEVER IS LESS.
    2. 18.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE PROVIDER TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
    3. 18.3
      Allocation of Risk.


      Field Nation and Provider acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these Provider Terms, and that absent these limitations the parties would not have executed these Provider Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

Last modified: November 16th, 2022.

Copyright © 2014-2023 Field Nation, LLC. All rights reserved.



STATEMENT AFFIRMING EXEMPTION FROM
WORKER’S COMPENSATION COVERAGE

This statement is made by a Provider registered to use the Field Nation, LLC website and software platform (the “Platform”). Provider acknowledges that this statement is being submitted to Field Nation in electronic form only, that it shall be valid and effective when Provider clicks the affirmation button at the end of this form, and that it shall have the same legal force and validity as thought signed and submitted in handwritten form.

Provider states, represents, warrants, and agrees that:

  1. (1) Some U.S. states allow for certain classes of workers’ to opt-out of the state’s workers’ compensation requirements. For example, sole proprietors, executive officers, and partners without any employees may waive out of workers’ compensation coverage. But, if a business has employees it must, by law, purchase workers’ compensation coverage for its employees.
  2. (2) Provider understands the hazards of employment in Provider’s business, and understands that by submitting this form to Field Nation, Provider is releasing and waiving the right to claim workers’ compensation benefits in the event of a work-related injury or death.
  3. (3) Provider acknowledges that some states require the filing of a state-specific form to release or waive workers’ compensation coverage. Provider agrees that it is solely Provider’s responsibility to complete and file such a special release or waiver form, and not the responsibility of Field Nation or any party obtaining services from Provider via the Platform.
  4. (4) Provider acknowledges and understands that Provider will not be covered by any workers compensation insurance coverage that the Field Nation or Buyer may provide to its employees.
  5. (5) PROVIDER HAS NO EMPLOYEES AND HAS THE AUTHORITY TO WAIVE WORKERS’ COMPENSATION COVERAGE IN PROVIDER’S STATE. FURTHER, PROVIDER WARRANTS AND AGREES TO OBTAIN WORKERS’ COMPENSATION COVERAGE IN THE EVENT PROVIDER HIRES ANY EMPLOYEES.
  6. (6) The foregoing statements are made to induce Field Nation to grant Provider access to projects on the Platform.
Buyer Terms and Conditions Full View
BUYER TERMS AND CONDITIONS

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY USING THE FIELD NATION PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.

These Buyer Terms and Conditions (the “Buyer Terms”) state the terms and conditions between Field Nation, LLC (“Field Nation,” “we,” “us,” or “our”) and users of the Field Nation website and software platform (the “Platform”) who register as buyers (“Buyer,” “you,” or “your”) to purchase services from registered providers (“Providers”). Buyer and all other Users are also subject to the terms of the Field Nation User Agreement (“User Agreement”), which is incorporated herein by reference. Capitalized terms used in these Buyer Terms which are not defined have the meaning stated in the User Agreement.

We reserve the right to change the Buyer Terms at any time in our sole business discretion. Please check these Buyer Terms regularly for changes. Your continued use of the Platform following the posting of any changes to the Buyer Terms will constitute your acceptance of and agreement to our changes.

  1. Relationship.
    1. 1.1 These Buyer Terms state the terms under which Buyer has the right to use the Platform, and the obligation to pay Field Nation fees, if applicable.
    2. 1.2 Providers are independent contractors who use the Platform to offer their services and to perform work on specific projects for Buyers pursuant to accepted Work Orders. Field Nation is not a party to accepted Work Orders or other services agreement between Buyers and Providers. Field Nation has no responsibility for, control over, or involvement in the scope, nature, quality character, timing or location of any work or services performed by a Provider under a Work Order.
    3. 1.3 Unless modified by you directly through the Platform prior to proposal or by a Provider pursuant to an accepted counteroffer, all Work Orders are governed by Standard Work Order Terms and Conditions accessible by following this link: www.fieldnation.com/legal/?a=workorder.
    4. 1.4 Field Nation is not a party to any Work Order and is not bound by any terms of a Work Order. Work Orders are entered into exclusively by and between Buyers and Providers.
    5. 1.5 Field Nation is not an employer or joint employer of any Provider. Field Nation is not responsible for the performance or non-performance of any Buyer or any Provider. Each Provider is solely and entirely responsible for the Provider's acts and for the acts of the Provider's employees, agents and subcontractors. Each Buyer is solely and entirely responsible for the Buyer's acts and for the acts of the Buyer's employees, agents and subcontractors.
    6. 1.6 In the event Buyer uses a third party to manage Providers on the Platform on behalf of Buyer, the third party is deemed the Buyer’s agent for this and all related purposes. Buyer will remain responsible for all obligations set forth in these Buyer Terms, including without limitation those regarding payment, data ownership, confidential information, and indemnity. In the event the third party breaches these Buyer Terms or the User Terms while acting on Buyer’s behalf, Buyer is responsible for such breach, including any related indemnity. Buyer shall provide the third party with administrator privileges on Buyer’s account. Except as expressly provided herein, Buyer shall not otherwise grant a third party access to its administrator account, and shall not sublicense, assign, sell, grant, or otherwise transfer its privileges under these Buyer Terms.
  2. Provider Data.
      Buyer acknowledges that the profile information for each Provider available via the Platform is compiled and maintained by the Providers themselves and not Field Nation. Buyer is responsible for conducting whatever investigation or verification of a Provider’s profile information that Buyer deems necessary for purposes of entering into a Work Order with that Provider. Field Nation does not and will not investigate Providers and does not certify or verify the skills, qualifications, background, experience or other Profile Information or other information provided by Providers in their profile or elsewhere through the Platform. Field Nation makes no representation as to the validity or accuracy of information provided by Providers. Buyer uses the Platform and contracts with Providers for completion of Work Orders at its own risk.
  3. Provider Registration.
      Buyer will have access to profiles of all registered Providers offering their services through the Field Nation Marketplace.
  4. Tier 1 Service Company.
      Buyers who meet the requirements and register as a Tier 1 Service Company in their profile or otherwise will receive a Tier 1 Service Company designation.  By registering as a Tier 1 Service Company, Buyer represents and warrants it: (1) operates operates an ongoing and registered business in its state of residence; (2) it operates under an Employer Identification Number (EIN); (3) it maintains Worker’s Compensation insurance; and (4) it has 3 or more employees. Buyer agrees to notify Field Nation if it no longer meets a Tier 1 Service Company requirement.
  5. Buyer Data.
    1. 5.1 The Platform allows Buyers to create a profile to be viewed by prospective Providers who wish to offer their services. Field Nation does not own any information, text, data, or other content that Buyer submits, stores, or uses in the Platform, including all Work Order information (the “Buyer Data”). Buyer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Buyer Data.
    2. 5.2 Buyer grants Field Nation a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display Buyer Data solely in connection with its operation of the Platform and related business purposes. Field Nation will only use personally identifiable information of Buyer included in the Buyer Data for purposes of providing, improving and customizing the Platform, and to de-identify such Buyer Data as well as for any purpose set forth in the Field Nation Privacy Policy. Once Field Nation has de-identified Buyer Data, Field Nation may analyze, use and disclose such de-identified information for any purpose, including for marketing and advertising via the Platform interface, and as otherwise set forth in its Privacy Policy.
    3. 5.3 Buyer must enter information and data in the Platform for purposes of accepting and updating the status of Work Orders. All such Work Order information is the property of the applicable Buyer.
  6. Payment to Providers and Fees.
    1. 6.1 A Provider who performs work for a Buyer under a Work Order through the Platform will be paid by Field Nation on behalf of the Buyer. As a condition of being allowed to post and accept Work Orders between Buyers and Providers via the Platform, Buyer must deposit funds with Field Nation or meet Field Nation’s credit requirements. California regulations prohibit prefunding, therefore Buyers in California must meet the credit requirements. Any Buyer funds held by Field Nation will be held in a custodial account and will be commingled with the funds of other Buyers. Buyer acknowledges that Field Nation will not pay interest on the funds it holds on deposit.
    2. 6.2 Field Nation charges fees for the use of the Platform upon completion of a Work Order. When a Buyer sources a Provider through the Platform, the Provider will pay Field Nation a set percentage of the fees agreed to in the Work Order. Field Nation will deduct these fees directly from the fees payable to a Provider by a Buyer. The fees Field Nation charges Providers are subject to periodic changes in its sole business discretion. Use of the Platform constitutes acceptance of Field Nation’s most current pricing.
    3. 6.3 Once a Provider completes the services set forth in a Work Order, the Provider will designate the Work Order as complete. Field Nation will then provide notice(s) to Buyer that the Work Order has been marked complete. Buyer will have the opportunity to authorize its acceptance of a completed Work Order, reject the Work Order as having been completed to its satisfaction, or otherwise dispute its acceptance of the completed Work Order. If Buyer does not accept reject, or dispute a completed Work Order within 15 days of Provider having marked it complete, Buyer will have been deemed to accept the completed Work Order, and Buyer will be charged the applicable fees.
    4. 6.4 Once the authorization of the acceptance of a completed Work Order through the Platform in accordance with the Work Order Terms has been done and Field Nation facilitates Buyer’s payment for services under the Work Order to the Provider, Field Nation shall have no further financial obligation with respect to Buyer or Provider under that Work Order. Any refund of amounts paid or a warranty claim related to a Work Order shall be the responsibility of the Provider who was paid for the services.
    5. 6.5 In addition to any other remedies it may have under these Buyer Terms, Field Nation reserves the right to suspend or terminate Buyer’s access to the Platform in order to protect Field Nation’s rights and interests.
    6. 6.6 In the event that any jurisdiction imposes sales, use, value-added, excise, or other taxes payable on account of payments to Field Nation, other than taxes on Field Nation’s own income (“Taxes”), Field Nation’s fees will be increased to cover such Taxes so that it receives a net amount equal to the full amount of the fees or other payment obligations that would otherwise have been payable under these Buyer Terms as if no such deduction or withholding was required.
  7. Tax Reporting and Payment Obligations.
    1. 7.1 As a service to registered Buyers and on behalf of registered Buyers, Field Nation will provide Providers with annual 1099s and file such forms as required by the Internal Revenue Service. The filings will only be made for Providers who are U.S. Residents, for net fees paid to Providers on Work Orders sourced through the Platform, and for work done in the United States for each year that the fees paid to Provider for completed Work Orders exceeds $600.
    2. 7.2 Subject to Section 7.1, Buyer otherwise will be responsible for meeting any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of the payment of fees or other compensation to Providers for services provided pursuant to Work Orders completed via the Platform.
  8. Service Levels.


    Field Nation will use reasonable efforts to make the Platform available for access and use by Buyer. Buyer acknowledges and agrees that Field Nation will not be liable for (a) any unavailability caused by acts or omissions of Buyer, any Providers or other third parties, or caused by events outside Field Nation’s control; (b) problems with Buyer’s internet access or private computer network and equipment; and (c) Field Nation’s regularly scheduled maintenance work. Field Nation will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Platform, whether scheduled or not.
  9. Support and Maintenance.


    Field Nation will provide email, text-based, or telephone support to Buyer. Currently, such support generally is available Monday through Friday, excluding U.S. Federal Holidays, from 7:00 a.m. to 5:00 p.m. U.S. Central Time. Support shall include assistance with general usage and functionality issues and correction of software bugs and errors. Field Nation will make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem.
  10. Data Security.


    Field Nation will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Buyer in accessing and using the Platform. Buyer is solely responsible for the security of all usernames and passwords that may be required to access and use the Platform. If the security of such information is comprised, Buyer agrees to promptly notify Field Nation.
  11. Equipment Costs.


    Buyer will be responsible for all equipment, network, and other costs necessary for Buyer to access and use the Platform via the Internet.
  12. No Consulting Services.


    Field Nation will not be obligated to provide Buyer with any consulting or other services related to the use of the Platform.
  13. Confidentiality.
    1. 13.1 Definition.

      In performing and accepting services under these Buyer Terms, Field Nation and Buyer may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
    2. 13.2 Obligations.

      Field Nation and Buyer will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under this Agreement. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of this Agreement, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of this Agreement. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.
    3. 13.3 Limitations.

      These Buyer Terms impose no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Buyer Terms; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
    4. 13.4 Ownership.

      Each party retains all intellectual property rights in and to its own Confidential Information.
    5. 13.5 Survival.

      The confidentiality provisions of these Buyer Terms shall survive its termination for a period of five (5) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely.
  14. No Circumvention; Non-Interference.
    1. 14.1  Buyer shall engage Providers to perform Work Orders directly through the Platform only. Buyer shall not communicate with any Providers outside of the Platform for the purpose of avoiding any obligations under these Buyer Terms or the User Agreement, including the obligation to pay any Field Nation fees. Buyer shall not take any actions which would circumvent the processing of payments through the Platform or prevent Field Nation from collecting transaction fees due from a Provider.
    2. 14.2 For the term of Buyer’s use of the Platform and one (1) year thereafter, Buyer shall not directly or indirectly: (a) solicit for employment or contract services or hire any Provider to perform services similar to those offered by Provider through the platform, except for services to be performed pursuant to Work Orders via the Platform without the prior written consent of Field Nation; nor (b) take any action which interferes with the contractual relationship between Field Nation and any of its Providers.
  15. Term and Termination.
      These Buyer Terms commence when Buyer registers to use the Platform for the first time and continue in force until terminated by either party. Buyer may terminate these Buyer Terms immediately upon notice to Field Nation at any time and for any reason. Field Nation may terminate these Buyer Terms immediately without any notice at any time and for any reason. Upon termination by either party, Buyer’s rights to access and use the Platform will cease immediately. Upon any termination, Buyer will not be relieved of any obligation to pay any fees due to Field Nation which accrued before the termination date. If these Buyer Terms are terminated for any reason, Field Nation will make the Buyer Data available for transmittal to Buyer within a reasonable period after receiving a written request from Buyer, provided such request is received within sixty (60) days following termination.
  16. Warranties and Disclaimer.
    1. 16.1 General.

      Field Nation and Buyer each represent and warrant as to themselves that (a) each are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which they were formed (in the case of Buyers who are not individual persons); (b) each has full power and authority to execute, deliver, and perform these Buyer Terms; (c) these Buyer Terms have been duly authorized, executed, and delivered by and are a legal, valid, and binding obligation in accordance with these terms; and (d) each of their obligations under these Buyer Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.
    2. 16.2 Buyer Data.

      Buyer represents and warrants that: (a) Buyer owns or has secured sufficient intellectual property rights to the Buyer Data to deliver it to Field Nation for use in the Platform as intended by these Buyer Terms; (b) the Buyer Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Buyer Data does not and will not contain a software virus or other harmful component.
  17. Disclaimer.
      USE OF THE PLATFORM IS AT BUYER’S SOLE RISK. EXCEPT AS SET FORTH EXPRESSLY IN THESE TERMS AND CONDITIONS, THE PLATFORM IS PROVIDED “AS IS” AND “AS-AVAILABLE” AND WITHOUT A WARRANTY OF ANY KIND. FIELD NATION DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FIELD NATION DOES NOT WARRANT THAT THE PLATFORM WILL MEET ANY USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY FIELD NATION WILL CREATE A WARRANTY REGARDING THE PLATFORM. NO AGENT OR EMPLOYEE OF FIELD NATION IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF FIELD NATION OR MODIFY THE LIMITATIONS STATED IN THIS SECTION 17.
  18. Indemnification.
    1. 18.1 Field Nation Indemnification.

      Field Nation shall indemnify and hold Buyer, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of Field Nation set forth herein; or (b) a claim that the use of the Platform (other than third party materials) infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in Field Nation’s opinion such a claim is likely, Field Nation shall have the right, at its option, to obtain for Buyer the continuing right to use the Platform, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS SECTION SETS FORTH FIELD NATION’S SOLE AND EXCLUSIVE LIABILITY, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR FIELD NATION’S INFRINGEMENT OF THIRD-PARTY RIGHTS OF ANY KIND.
    2. 18.2 Buyer Indemnification.

      Buyer shall indemnify and hold Field Nation, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) a claim based on any alleged misuse of the Platform by Buyer, or its agent or a claim that any Buyer Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Buyer set forth herein; and; and (c) any claims arising out of or related to any Work Order, including (i) any claims by any third party or government agency that a Provider was misclassified as an independent contractor or employee of Buyer; and (ii) any claim that Field Nation was an employer or joint employer of a Provider; and (iii) related legal claims under any employment laws.
    3. 18.3 Conditions.

      Each party shall indemnify the other party as set forth above provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.
  19. Limitations of Liability.
    1. 19.1 IELD NATION’S AGGREGATE LIABILITY TO BUYER FOR CLAIMS RELATING TO THESE TERMS, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO FIELD NATION FOR WORK ORDERS COMPLETED FOR BUYER DURING THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE BUYER TERMS OR $2,500, WHICHEVER IS LESS.
    2. 19.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
    3. 19.3 Allocation of Risk.

      Field Nation and Buyer acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these Buyer Terms, and that absent these limitations the parties would not have executed these Buyer Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

Last modified: February 2023.

Copyright © 2014-2023 Field Nation, LLC. All rights reserved.

Standard Work Order Terms and Conditions Full View
STANDARD WORK ORDER TERMS AND CONDITIONS

PLEASE REVIEW THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. WHEN YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY SUBMITTING OR ACCEPTING A WORK ORDER, YOU WILL BE LEGALLY BOUND BY THEM. IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT SUBMIT OR ACCEPT A WORK ORDER.

These Standard Work Order Terms and Conditions (the “Work Order Terms”) govern all work orders (“Work Orders”) between or among registered services providers (“Providers”) and buyers of their services (“Buyers”) using the Field Nation website and software platform (the “Platform”). The Buyers and Providers who use the Platform to purchase and offer services have agreed, as a condition of registration, to abide by the Buyer Terms and Conditions, Provider Terms and Conditions, and the terms of the Field Nation User Agreement (collectively the “Platform Agreements”). Capitalized terms used below have the meaning set forth in the Platform Agreements unless otherwise indicated.

  1. Work Order Process.


    These Work Order Terms are incorporated into each Work Order that is submitted by a Buyer and accepted by a Provider. These Work Order Terms, together with any accepted Work Order, are a binding contract between the Buyer and Provider.
    1. 1.1
      Information.


      Each Work Order posted by a Buyer shall state: (a) the identity of the Buyer; (b) the location where the services are to be performed; (c) a description of the services; (d) the work schedule; (e) the fees being paid for the services; and (f) any other specific terms included by the Buyer.
    2. 1.2
      Acceptance or Changes.


      Any Provider may accept a Work Order or make a counteroffer. A Buyer may accept or reject such counteroffer.
    3. 1.3
      Binding Agreement.


      Upon acceptance of a Work Order by a Provider, or upon a Buyer’s acceptance of Provider’s counteroffer, a legally binding agreement exists between such Provider and Buyer, and the terms of that Work Order as modified shall govern the provision of services between the Buyer and Provider.
  2. Payment Terms.


    Provider will be paid for the services at the rates stated in the Work Order, subject to deduction of fees payable to Field Nation for use of the Platform. No other fees, benefits, or compensation of any kind shall be payable to Provider. Provider will only be paid after Provider: (a) has completed all services stated in the Work Order, (b) has verified that the services have been completed using the Platform, and (c) the Buyer has accepted the services via the Platform or otherwise made no complaints concerning the nature, quality, or timeliness of the work performed by Provider. All payments to a Provider for services performed will be facilitated by Field Nation on behalf of a Buyer.
  3. Independent Contractor Status.


    Provider is an independent contractor and not an employee of Buyer. No agreements by or among Buyer or Provider shall be construed to create an employment, partnership, joint venture, or agency relationship. For purposes of verifying its independent contractor status, each Provider expressly represents and warrants that:
    1. 3.1 Provider and its employees possess the specialized skills and experience necessary to perform the services for any Buyer to whom it offers its services;
    2. 3.2 Neither Field Nation nor any Buyer will provide Provider with any training, direction, or similar assistance with the services;
    3. 3.3 Provider has the right to determine the manner in which the services will be performed consistent with Provider’s experience and specialized skills;
    4. 3.4 Except for the Platform and as expressly stated otherwise in a Work Order, Provider will provide all equipment and tools that are necessary to complete the services;
    5. 3.5 Provider will not be paid for any additional business expenses that Provider incurs in providing the services unless the Work Order expressly states otherwise, including any office, travel, and telephone expenses; and
    6. 3.6 Provider will be responsible for the management of any employees or subcontractors working for it and, without limiting the generality of the foregoing, will be responsible for payment to the proper authorities of all federal, state, or provincial unemployment insurance premiums or taxes, required workers compensation premiums, any pension plan contributions required by any jurisdiction where work is performed, employment expenses for any of Provider’s employees and for deduction and remittance of all income tax due for Provider and any of its employees.
  4. Insurance.
    1. 4.1 Provider will maintain worker's compensation and all other employee or worker's insurance coverage legally required in each jurisdiction in which services are performed. In the event that Provider is eligible to opt out of the workers’ compensation requirements under the governing law and chooses to do so, then Provider must submit affirming exemption from worker’s compensation coverage to Field Nation in electronic form via the Platform. The current form of such statement can be found at the following link: www.app.fieldnation.com/legal/?a=provider Field Nation may update the form to comply with workers’ compensation requirements in its sole discretion.
    2. 4.2 Provider will also maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, and automobile liability insurance coverage with combined limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Work Order. Each Provider acknowledges that additional insurance coverage may be required by a Buyer under an individual Work Order.
    3. 4.3 If the shipment of goods by the Provider is required, Buyer will instruct Provider with the Buyer’s shipping company account number, type of equipment, specific packing instructions including type of boxes and material to use, and insurable value. In the event Buyer opts not to insure the goods in transit, Field Nation and the Provider assumes no responsibility for loss or damage to the equipment.
    4. 4.4 Provider hereby waives and releases any and all claims against Field Nation, Buyer, and their respective affiliates, their governors, directors, managers, officers, employees, and agents for damages, costs, expenses, or other liability resulting from an occurrence or risk for which Provider is required to provide insurance pursuant to these Work Order Terms.
  5. Proprietary Rights.
    1. 5.1 All right, title and interest, including copyright and other intellectual property rights in and to any data, information, ideas, concepts or material provided by a Buyer to a Provider for use in performing services are and shall remain a Buyer’s property (“Buyer Content”). Each Buyer grants each Provider who performs services a non-exclusive, non-transferable license during the term of a Work Order to reproduce, display and perform Buyer Content solely in connection with the performance of the services under such Work Order. Buyer Content shall be considered Confidential Information of a Buyer.
    2. 5.2 For the purposes of these Work Order Terms, “Work Product” is defined as all inventions, improvements, computer programs, discoveries, ideas, processes, systems, writings or other works made or conceived by a Provider, solely or jointly with others, which (a) are produced as part of or in the course of performing the services under a Work Order; or (b) are conceived of or made during the term of such Work Order with the use or partial use of a Buyer’s systems, equipment, supplies, materials, facilities, computer programs, or Confidential Information. Each Provider agrees to assign and hereby assigns to the applicable Buyer all rights, title and interest it may have in the Work Product, including the source code, compilers, related documentation and materials, and any modifications and enhancements to the Work Product at all stages of development and upon completion, and all patents and copyrights in the Work Product free of any liens and encumbrances. Each Provider shall render all reasonably required assistance to the applicable Buyer to protect the rights described above. Each Provider warrants it has all right, power and authority to affect all assignments, transfers and waivers provided herein.
    3. 5.3 Each Buyer acknowledges that the Provider may own or hold inventions, improvements, computer programs, discoveries, ideas, processes, systems, writings or other works (“Pre-existing Provider Intellectual Property“) developed prior to the commencement of services under a Work Order. Each Buyer agrees that all Pre-existing Provider Intellectual Property, and all patent, trade secret and proprietary rights in all techniques and concepts that a Provider may develop from time to time outside the scope of the services under a Work Order and without use of Buyer Content or facilities or Confidential Information, is proprietary to such Provider and shall remain such Provider’s exclusive property. To the extent that Pre-existing Provider Intellectual Property has been incorporated into or is embedded in the Work Product, the Provider hereby grants to the Buyer perpetual, nonexclusive, world-wide, sublicensable, royalty-free right to use, license, execute, modify, reproduce, display, perform, and prepare derivative works based on such Pre-Existing Provider Intellectual Property. The Provider has not and shall not assign, license or otherwise transfer ownership, rights, title, or interest in or to the Work Product to any third party (including but not limited to copyright, patent, trademark, trade secret or any other intellectual proprietary right) or allow any lien or other encumbrance to be placed on any part of the Work Product. The Provider will be responsible for any breach of this section by their employees, representatives and agents.
    4. 5.4 Buyer shall own all tangible property, including but not limited to goods, equipment, documents, spreadsheets, notes, disks, text, artwork, computer software, and similar property provided to a Provider by a Buyer. The Provider agrees to deliver this tangible property to a Buyer promptly upon a Buyer’ request, but in any event, after Provider is finished using such tangible property in performing the Services.
  6. Confidentiality.


    A Buyer may disclose information to a Provider about their business, finances, technology, products, or services which the Buyer considers to be confidential and proprietary (the “Confidential Information”). Any Confidential Information disclosed to, received, or accessed by a Provider shall be used solely for the purposes of performing the services under the Work Order, and shall not be disclosed to any third party without the express, written consent of the Buyer. The Provider will be obligated to protect all Confidential Information which is disclosed orally or in written form and is identified as confidential or proprietary when disclosed. These Work Order Terms impose no obligation upon a Provider with respect to any information which the Provider can establish by legally sufficient evidence: (a) was in the possession of, or was known by, the Provider prior to its receipt from a Buyer, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Work Order Terms; (c) is obtained by the Provider from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the Provider without the use of Confidential Information and without the participation of individuals who have had access to any Confidential Information. The Provider’s confidentiality obligations with respect to the Confidential Information shall survive the termination of the applicable Work Order and will continue for a period of five (5) years, except for obligations regarding any trade secret information, which shall survive indefinitely.
  7. Warranties and Representations.


    In addition to any other warranties and representations set forth in these Work Order Terms, each Provider warrants and represents that:
    1. 7.1 The use of any Work Product delivered to any Buyer will not violate any law or regulation, or violate or infringe upon the rights of any other party, including, without limitation, contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation and slander.
    2. 7.2 Provider has reached the age of majority and is eligible to contract in the jurisdiction in which the services will be performed.
    3. 7.3 Provider has authority to enter into these Work Order Terms and to perform all of Provider’s obligations hereunder.
    4. 7.4 Provider shall perform the services in a workmanlike manner, with professional diligence and skill, and in compliance with all applicable laws. The services and any Work Product shall meet any applicable specifications or requirements stated in the applicable Work Order. Without limiting the forgoing warranty, upon notice from Buyer identifying any nonconformance with such specifications or requirements, Provider shall provide any additional Work Product or perform additional services necessary to correct the nonconformance, without further charge to, or payment from, Buyer.
    5. 7.5 If Provider resides or will perform work in the United States, Provider will be eligible to provide the services under U.S. federal immigration law and any applicable rules of the United States Citizenship and Immigration Services Agency for the full term of these Work Order Terms.
    6. 7.6 In the performance of Services under this Agreement, Provider shall comply with all applicable statutes, or ordinances, rules and regulations of any and all federal, state and municipal regulatory authorities, including all applicable state privacy and consumer protection statutes, ordinances, rules and regulations such as ERISA, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Family and Medical Leave Act, workers’ compensation laws, FICA and federal and state unemployment insurance laws, and all other federal, state and local laws, ordinances, regulations and codes.
    7. 7.7 Provider will obtain all required permits, licensed and certificates necessary to perform services under a Work Order.
  8. Limitation of Liability.


    BUYER’S MONETARY LIABILITY TO PROVIDER UNDER THE WORK ORDER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAYABLE TO SUCH PROVIDER PURSUANT TO SUCH WORK ORDER, EXCEPT AS THIS LIMITATION IS SPECIFICALLY MODIFIED IN THE APPLICABLE WORK ORDER.
  9. Indemnification of Buyers.


    PROVIDER SHALL INDEMNIFY, DEFEND, AND HOLD THE BUYER TO WHOM IT PROVIDES SERVICES HARMLESS FROM ANY AND ALL LOSSES, INJURIES, CLAIMS, DAMAGES, EXPENSES, AND CAUSES OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THE PROVIDER’S PERFORMANCE OF THE SERVICES UNDER A WORK ORDER, INCLUDING WITHOUT LIMITATION, LOSSES OR CLAIMS RESULTING FROM (A) THE PROVIDER’S NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ANY REPRESENTATION, WARRANTY, OR OTHER OBLIGATION UNDER THESE WORK ORDER TERMS; (B) ANY ALLEGATION THAT THE BUYER’S USE OF ANY WORK PRODUCT, INFRINGES OR VIOLATES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHT; OR (C) ANY PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY RESULTING FROM THE PROVIDER’S OR THEIR AGENTS’ ACTS OR OMISSIONS.
  10. Indemnification of Field Nation.


    BOTH PROVIDER AND BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND FIELD NATION FROM ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE WORK ORDER, INCLUDING ANY CLAIMS BY ANY THIRD PARTY OR GOVERNMENT AGENCY THAT PROVIDER WAS MISCLASSIFIED AS AN INDEPENDENT CONTRACTOR OR EMPLOYEE, AND ANY CLAIM THAT FIELD NATION WAS AN EMPLOYER OR JOINT EMPLOYER OF PROVIDER, AS WELL AS CLAIMS UNDER ANY EMPLOYMENT LAWS, SUCH AS THOSE RELATING TO EMPLOYMENT TERMINATION, DISCRIMINATION, HARASSMENT OR RETALIATION, AS WELL AS ANY CLAIMS FOR OVERTIME PAY, SICK LEAVE, HOLIDAY OR VACATION PAY, RETIREMENT BENEFITS, WORKER'S COMPENSATION BENEFITS, UNEMPLOYMENT BENEFITS, OR ANY OTHER EMPLOYEE BENEFITS.
  11. Dispute Resolution.


    If at any time a dispute, difference, or disagreement shall arise between a Buyer and a Provider over any aspect of the performance or interpretation of a Work Order, such as a dispute over the quality of the Provider’s work or the amount of compensation due, before any litigation or other formal legal action may be commenced either party may demand that the matter be submitted to an informal, non-binding dispute resolution process with Field Nation acting as a facilitator. No formal procedural or evidentiary rules will apply. Each party will have the opportunity to present their side of the dispute in the presence or simultaneous hearing of the other party and the Field Nation representative. The process will be conducted by telephone or other electronic means unless both the Provider and the Buyer agree to an in-person process. Any in-person dispute resolution meetings will be held in Minneapolis, Minnesota, unless Field Nation expressly agrees otherwise. If the parties are not successful in resolving their dispute within five (5) days following submission to Field Nation, the dispute resolution option outlined in this paragraph 11 expires.
  12. General.


    These Work Order Terms shall be governed by the laws of the jurisdiction in which the Buyer resides. These terms shall be valid and enforceable to the fullest extent allowed by such laws. These terms shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns. Any express waiver or failure to exercise promptly any right under these terms will not create a continuing waiver or any expectation of non-enforcement. The Work Order, together with these Work Order Terms, states the entire agreement between a Provider and a Buyer regarding the services to be provided pursuant to such Work Order. Any of these Work Order Terms which by their nature are intended to survive the completion of the services by a Provider and the termination of the Work Order, shall survive such completion and termination.

Last modified: Nov 28th, 2022

Copyright © 2014-2023 Field Nation, LLC. All rights reserved.

Provider Quality Assurance Policy Full View
Provider Quality Assurance Policy
The Field Nation Provider Quality Assurance Program (PQAP) helps ensure that all Buyers can rely on getting quality work through the use of our marketplace. Strong, positive outcomes encourage clients to continue working with both Field Nation and the talented service providers available through Field Nation.

When a buyer reports a Quality event, Field Nation’s team of Quality Assurance Experts follow this Provider Quality Assurance Program. Examples of the most common Quality Events and consequences are outlined below:

Infraction Level Event Type Examples Quality Action
I
  • Sexual harassment
  • Physical assault
  • Verbal threats of violence or in-person verbal assault
  • Violating Field Nation’s terms of use or other unethical behavior
  • Discrimination
  • Being under the influence of, using, or possessing alcohol or non-prescription drugs of any kind while on site
  • Committing an illegal act while on site
  • Attempting to get “off-platform” work from a client
  • Deactivation
II
  • Falsified deliverables or providing falsified information
  • Non-compliance with state or federals laws and regulations, such as OSHA
  • Failure to return parts or careless packaging of returned parts
  • Failure to show up at an assigned and accepted job without attempting to notify the client absent emergency circumstances
  • Abandoning a job before completion
  • Demanding additional compensation from the Buyer or the Buyer’s end client after accepting a work order, unless additional work is agreed upon with the Buyer
  • Sending someone to a site that is not approved by the Buyer, is not properly skilled to perform the work order, does not have the same or equivalent certifications/clearance of the assigned Provider and/or does not have a Field Nation profile
  • 1st Event: 60 day MP Restriction
  • 2nd Event: Indefinite MP Restriction
III
  • Failure or refusal to properly complete a work order’s scope of work
  • Knowingly applying for jobs outside of the service provider’s skill set or qualifications
  • Double booking or overbooking
  • Violation of Buyer’s specified terms in a work order
  • Use of persistent foul/offensive/intimidating language, either with a client, the client’s customers, or Field Nation staff
  • 1st Event: 30 day MP Restriction
  • 2nd Event: 90 day MP Restriction
  • 3rd Event: Indefinite MP Restriction
IV
  • Late arrival or missed the confirmed start time set in the work order
  • Short notice of cancellations (after 6 am the day prior to scheduled start) absent emergency circumstances
  • Generally being unresponsive to Buyer’s communication attempts through the platform
  • 1st-3rd Event: PQAP Policy Reminder
  • 4th Event: 14 day MP Restriction
  • 5th Event: 30 day MP Restriction
  • 6th Event: Indefinite MP Restriction


Field Nation reserves the right to initiate the PQAP process for other events that are deemed to breach the Terms of Use or the Terms of an accepted work order that are not listed above as well as deny future Insurance coverage under Field Nation's General Liability/Professional Liability policy for any quality infraction. When a provider's marketplace access is restricted, they will be unable to request new work, however, they may accept directly routed work from a buyer if they are within the Buyer’s Talent Pool. A marketplace restriction does not affect jobs a provider is already assigned to. Providers are expected to continue to meet commitments and complete and manage all currently assigned work orders. Users are allowed one unique independent provider profile on the Platform, duplicate profiles are not allowed. Once a Provider’s account has been deactivated due to quality issues, they cannot apply for another account on the Field Nation platform, nor will they be reinstated at any point.

If you have questions regarding incidents or restrictions or would like to speak with someone directly regarding the Provider Quality Assurance Policy, please contact Field Nation by submitting a case at support.fieldnation.com. Please note that Field Nation will only review disputed restrictions going back 3 months.

Last modified: July 14th, 2021

Copyright © 2023 Field Nation, LLC. All rights reserved.

Field Nation One Contract Agreement Full View
Field Nation One Contract Agreement

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE ACCEPTED BY SUBMISSION OF AN ORDER FORM FOR THE PREMIER OR PLUS PACKAGE INCLUDING FIELD NATION ONE OR BY OTHERWISE ACCESSING THE FIELD NATION ONE SERVICE.

This agreement (“Agreement“) is entered into, by and between Field Nation, LLC, a Minnesota limited liability company (“Field Nation”) and the Subscriber named on an Order Form or other users of the Field Nation One Service (“Subscriber”) to be effective as of the date of signature on Subscriber’s Order Form or the date that the Subscriber otherwise accesses the Field Nation One Service (“Effective Date”). Field Nation and Subscriber shall individually be referred to as a “Party” and collectively as the “Parties”.


Recitals.


WHEREAS, Field Nation owns and operates a website and software platform (the “Platform”) that facilitates workforce management;
WHEREAS, Subscriber desires to utilize the Platform to manage its workforce with a network created and provided by Field Nation (a “Subscriber Network”) on the Platform; and
WHEREAS, Field Nation has agreed to provide the Subscriber Network to Subscriber, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

  1. The Services. This Agreement sets forth the terms and conditions under which Field Nation agrees to create and maintain for Subscriber the Subscriber Network and provide other services necessary for Subscriber’s use of such Subscriber Network (the “Services“). Field Nation grants Subscriber a limited, revocable, nonexclusive, royalty-free, and worldwide license for an employee or representative of Subscriber (the “Authorized User”) to access and use the Subscriber Network on behalf of Subscriber. Subscriber shall be responsible for all actions of the Authorized User. The Parties hereto agree that the Subscriber Network will only be used by Subscriber to facilitate the Subscriber’s workforce; provided, however, any member of Subscriber’s workforce may also be a Provider (as such term is defined in the Field Nation User Agreement) under the Platform and such Provider’s performance of services through the Platform for any party other than the Subscriber shall be governed by the various agreements set forth on the Platform that govern Providers.
  2. Service Levels. Field Nation will use reasonable efforts to make the Subscriber Network available for access and use by Subscriber. Subscriber acknowledges that Field Nation will not be liable for (a) any unavailability caused by acts or omissions of Subscriber, the Authorized User or other third parties, or caused by events outside Field Nation’s control; (b) problems with Subscriber’s or Authorized Users internet access or computer network and equipment; and (c) Field Nation’s regularly scheduled maintenance work. Field Nation will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Platform, whether scheduled or not.
  3. Support and Maintenance. Field Nation shall provide email, text-based, or telephone support to Subscriber Monday through Friday, excluding U.S. Federal Holidays, from 8:00 a.m. to 5:00 p.m. U.S. Central Time. Support shall include assistance with general usage and functionality issues and correction of software bugs and errors. Field Nation shall make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem.
  4. Data
    1. Subscriber Data. The Subscriber Network will allow Subscriber to create profiles to be used by it to manage its workforce. Field Nation does not own any information, text, data, or other content that Subscriber submits, stores, or uses in the Subscriber Network, including all “work order” information (the “Subscriber Data”). Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data. Field Nation is hereby granted a nonexclusive perpetual license to use Subscriber Data for internal tracking and product development and research.
    2. Provider Data. If a member of the Subscriber’s workforce is also a Provider on the Platform, any data related to such activities shall be owned pursuant to the terms of the Provider Terms and Conditions.
    3. Security. Field Nation will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Subscriber in accessing and using the Subscriber Network. Subscriber is solely responsible for the security of all usernames and passwords that may be required to access and use the Subscriber Network by the Authorized User. If the security of such information is compromised, Subscriber shall promptly notify Field Nation.
  5. Equipment Costs. Subscriber will be responsible for all equipment, network, and other costs necessary for Subscriber to access and use the Subscriber Network via the Internet.
  6. Confidentiality.
    1. Definition. In performing and accepting Services under this Agreement, Field Nation and Subscriber may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
    2. Obligations. Field Nation and Subscriber will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under this Agreement. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of this Agreement, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of this Agreement. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care
    3. Limitations. This Agreement imposes no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
    4. Survival. The confidentiality provisions of this Agreement shall survive its termination for a period of three (3) years, except for the obligations of the Parties regarding any trade secret information which shall survive indefinitely.
  7. Legal Obligations Related to Worker.
    1. Without limiting any obligations imposed by law or contract, Field Nation shall assume the following responsibilities related to workers in the Subscriber Network.
    2. Field Nation is providing the Subscriber Network to Subscriber as set forth in this Agreement, and is not engaging the worker as an employee, co-employee, or independent contractor. Field Nation is not a joint employer with Subscriber. Subscriber, and not Field Nation, is responsible to all legal obligations to worker, whether worker is engaged as a contractor or employee, or subsequently determined to be a contractor or employee. This includes but is not limited to: (a) abide by all applicable international, federal, state, and local laws, including without limitation those related to discrimination, harassment, retaliation, federal contracting, workplace safety, intellectual property rights, worker verification, tax withholding and payment, tax contributions, tax reporting,, wage and hour, overtime, minimum wage, reimbursement, paid time off, workers’ compensation, unemployment, benefits including the Affordable Care Act, reference and background checks, drug testing, human resource functions, training, health and safety, and all related recordkeeping and reporting requirements; (b) provide a safe workplace in compliance with applicable law, to the extent one is provided; and (c) maintain all required insurance, including commercial general liability, automobile (for any worker performing driving services), workers’ compensation, health care, umbrella coverage, and commercial blanket bond coverage (for any worker handling cash, with access to financial records, or with computer access).
    3. Subscriber shall take appropriate steps to ensure protection of its intellectual property and confidential information, including obtaining any necessary agreements related to ownership or assignment of intellectual property and protection of confidential information.
  8. Term and Termination; Renewals.
    1. Term. This Agreement is legally binding as of the Effective Date and shall continue for a full twelve (12) months from the Effective Date (the “Term”) with automatic renewal unless otherwise agreed to in the Order Form. The Agreement will be automatically renewed for a twelve (12) month Term unless a cancellation Notice is given to Field Nation during the final thirty (30) days of the current Term.
    2. Termination for Convenience. Field Nation may terminate this Agreement for convenience upon sixty (60) days prior written notice to the Customer.
    3. Termination for Cause. If either Party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching Party is not diligently pursuing a cure to the non-breaching Party’s sole satisfaction, within ten (10) calendar days after written notice of the breach the non-breaching Party may terminate this Agreement for cause as of a date specified in such notice.
    4. Payments upon Termination. Upon the termination of this Agreement, Subscriber shall pay to Field Nation all undisputed amounts due and payable hereunder, if any.
  9. Payment Terms; Billing. Subscriber shall enter into a separate Order Form detailing Payment Terms for Field Nation One and any other purchased Field Nation Products. Subscriber shall be responsible for and shall pay to Field Nation in accordance with the payment terms described and agreed to on the Order Form. Any sum due Field Nation for the Services for which payment is not otherwise specified on the Order Form shall be due and payable thirty (30) business days after receipt by Subscriber of an invoice from Field Nation. If Subscriber has previously agreed to a Letter of Credit the standard payment terms and conditions of that Letter of Credit supersede any payment terms in this agreement or any agreement incorporated by reference.
  10. No Circumvention; No Solicitation.
    1. Subscriber shall pay Providers through the Platform only. Subscriber shall not pay the Provider outside of the Platform for the purpose of avoiding any obligations under this Agreement. Subscriber shall not take any actions which would circumvent the processing of payments through the Platform or prevent Field Nation from collecting transaction fees due from Subscriber or otherwise. In the event Subscriber and Provider had a preexisting relationship prior to contact on the Field Nation Platform, this restriction regarding payment solely through the Platform shall not apply.
    2. For the term of Subscriber’s use of the Platform and one (1) year thereafter, Subscriber shall not directly or indirectly: (a) solicit Providers to provide Services outside the Platform; (b) solicit for employment or contract services or hire any Provider to perform services similar to those offered by Provider through the Platform, except for services to be performed pursuant to Work Orders via the Platform without the prior written consent of Field Nation; nor (c) take any action which interferes with the contractual relationship between Field Nation and any of its Providers.
  11. No Warranty; Limitations of Liability; Indemnification. USE OF THE SUBSCRIBER NETWORK IS AT SUBSCRIBER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT A WARRANTY OF ANY KIND. FIELD NATION SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE AND ACCESS, OR INABILITY TO USE AND ACCESS THE SUBSCRIBER NETWORK. FIELD NATION IS RELYING ON THE FOREGOING WARRANTY AND LIABILITY LIMITATIONS IN PROVIDING THE SUBSCRIBER NETWORK.
  12. Indemnification. Subscriber will indemnify, defend, and hold Field Nation, its parents, subsidiaries, affiliates, representatives, and licensors, and each of its respective officers, managers, directors, agents, independent contractors, employees, consultants, service providers, and agents (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities, fines, taxes, attorneys’ fees, costs and expenses (“Claims”) arising out of or relating to: (a) Subscriber’s use or misuse of the Subscriber Network; (b) Subscriber’s failure to perform its obligations under this Agreement; (c) the use of the Subscriber Network by any party other than the Authorized User who has access to the Subscriber’s Authorized User’s access codes or information, computer or any other electronic device; (d) the negligent or intentional acts of Subscriber or its Authorized Users; (e) violation of the law by Subscriber or its Authorized Users; (f) any claim by a worker who applies through or is engaged through the Subscriber Network based on a joint employer or misclassification allegation; and (g) alleged violation of trademark, patent, copyright, trade secret or other intellectual property rights, or any third party contractual restrictions such as a non-compete, arising out of or related to the Subscriber Platform. Subscriber agrees to provide Field Nation with notice within ten days of either the discovery of the occurrence upon which the Claim may be based or learning of the Claim, whichever occurs first.
  13. Trademarks. “Field Nation” is a trademark of Field Nation, LLC. All other marks, names, and logos displayed by the Subscriber Network are the property of Field Nation or their respective owners. Use of Field Nation’s trademarks and other marks, names and logos displayed by the Subscriber without Field Nation’s prior written consent is strictly prohibited.
  14. General.
    1. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of Minnesota and the federal laws of the United States of America. The parties agree that any disputes arising out of or related to this Agreement or the Subscriber Platform be filed and resolved in Ramsey or Hennepin County, Minnesota, and the parties consent to jurisdiction therein. To the extent permitted by law, the prevailing party in any action arising out of or related to this Agreement or the Subscriber Platform shall be awarded its reasonable attorneys’ fees and costs.
    2. Compliance with Laws. Both Parties agree to comply with all applicable international, federal, state, and local laws, executive orders and regulations issued, where applicable. Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.
    3. No Waiver. The failure of either Party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.
    4. Assignment of Agreement. Neither Field Nation nor Subscriber can assign this Agreement without the consent of the other Party.
    5. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.
    6. Amendment. This Agreement may only be amended by an instrument in writing signed by the Parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

Last modified: December 2020.

Copyright © 2020 Field Nation, LLC. All rights reserved.

Field Nation Integrations Contract Agreement Full View
INTEGRATION PRODUCTS CONTRACT AGREEMENT

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE ACCEPTED BY SUBMISSION OF AN ORDER FORM THAT INCLUDES USE OF OR ACCESS TO THE API, OR BY OTHERWISE ACCESSING OR USING THE API.


This Integrations Product Agreement (“Integration Agreement”) is entered into between Field Nation LLC (“Field Nation,” “we,” “us,” or “our”) and the user named on the Order Form (“Customer,” “you,” or “your”) of the Field Nation website and software platform (the “Platform”) who register to use or use our integration products.


  1. Definitions.
    1. “Integration Products” - Refers to the out of the box integrations connectors, or the API’s (REST API, Webhooks) or custom implementation development by Field Nation.
    2. “API” Application Programming Interface (API) means the Platform’s programming interface through which the customer data is exchanged or interfaced with the Platform. API includes any accompanying or related documentation, source code, executable applications, or other materials made available by Field Nation, including without limitation, through its API developer website.
    3. “Document” means the hosted documentation including code examples, SDK’s, steps made available by Field Nation relating to the integration.
    4. “Inbound” means any data that is sent into the Platform.
    5. “Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, and all similar proprietary rights of every type that may exist now or in the future in any jurisdiction.
    6. “Outbound” means any data that is sent out of the Platform.
    7. “Third-Party Services” means the service/dispatch management solution used by the Customer that interact with the API.
    8. “Tiers” means the level of subscription available for the integration products. There are four tiers offered by Field Nation to match the customer needs and usage.
  2. Purpose. The Integrations product is offered as a Software as a Service (“SaaS”). This Integration Agreement sets forth the terms of your use and/or access of the API, other software, Documents, and other content to develop, implement, hosting, building, or using a website or mobile application that integrates with other business products or services, and your access to a staging environment (“Staging Environment”) to carry out reasonable tests to determine integration suitability and capability before using it in a live environment.
  3. Applicability of Other Agreements with Field Nation. By accepting this Integration Agreement, the Customer will continue to be bound by the Field Nation User Agreement, Buyer Terms and Conditions, Standard Work Order Terms and Conditions, and Privacy Policy. Capitalized terms used in this Integration Agreement which are not defined have the meaning stated in the User Agreement or Buyer Terms and Conditions, as applicable.
  4. Revisions to Agreements with Field Nation Accepted with Continued Use. We reserve the right to revise, update, or modify the Field Nation User Agreement, Buyer Terms and Conditions, Standard Work Order Terms and Conditions, and Privacy Policy at any time in our sole business discretion. By continuing to use the Field Nation Platform you agree to these revised Field Nation Agreements. Please check these Field Nation Agreements regularly for changes. Your continued use of the Integration products and the Platform following the posting of any changes to the Field Nation Agreements will constitute your acceptance of and agreement to our changes, including rate changes. Field Nation may also revise, update, or modify this Integration Agreement from time to time.
  5. License. By entering into this Integration Agreement to become a user of the Integration products, Field Nation grants you a non-exclusive, non-transferable, revocable, limited license (“License”) for the duration of your registration and use of the Integration products. Your License allows you to:



    (i) develop, implement, host, build, or use a website or mobile application that integrates with your business products or services, including Third-Party Services in a live environment; and

    (ii) access a Staging Environment to carry out reasonable tests to determine integration suitability and capability before using it in a live environment; you may only use de-identified data in the Staging Environment; the Staging Environment is not live and may not be used as a live environment.

    You acknowledge the License does not grant you Intellectual Property Rights beyond those expressly granted in this Integration Agreement. You agree not to copy, duplicate, sublicense, reproduce, transmit, modify, or reverse engineer the product of the integrations or related Field Nation Intellectual Property Rights. You agree not to circumvent the Field Nation platform to build your separate marketplace platform product.

  6. Fees and Invoices
    The customer will be billed based on the rates and schedule agreed upon in the Customer’s signed Order Form. To the extent that there are no payment terms outlined in the Order Form, invoiced amounts are due thirty (30) days following the date of the invoice.
  7. Support.

    Integration customers will receive premier support services. Integration issues will be directly escalated to the Triage/Implementation support teams and expedited assistance will be provided for critical production issues. Any outstanding bugs will be prioritized after evaluation from the product team and critical or blocker issues will be prioritized. The implementation engineer will be available for answering basic questions and to provide minimal assistance for any ongoing minor changes.

    Field Nation will provide you with information about the integration products to assist you in your integration efforts. If you encounter issues during the integration process, you can contact Field Nation’s support team for assistance. Any requests for support must be created as the support case at https://support.fieldnation.com.

    Field Nation will provide email, text-based, or telephone support to Customer. Currently, such support generally is available Monday through Friday, excluding U.S. Federal Holidays, from 7:00 a.m. to 5:00 p.m. U.S. Central Time. Support shall include assistance with general usage and functionality issues and correction of software bugs and errors. Field Nation will make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem. In the event you use the Integration product for a “go live” event (“Go Live”), you should schedule your Go Live date during a time when support is generally available.

    Field Nation infrastructure is designed for high-availability and shall use commercially reasonable efforts to ensure the ongoing availability of the integration service, The general platform, and integrations services availability is generally over 99%, but Field Nation makes no guarantee regarding uptime and availability. Field Nation does not guarantee the uptime nor availability of the third-party applications/servers used by the customer.

  8. No Consulting Services.

    While Field Nation will provide training to Customers during the integration process, Field Nation will not be obligated to provide Customers with any consulting or other services related to the use of the Platform.
  9. Subcontractors and Agents.

    In the event, Customer use a third party to manage, use, or otherwise direct Customer’s use of the integrations products on behalf of Customer, the third party is deemed the Customer’s agent for this and all related purposes. The customer will remain responsible for all obligations outlined in this Integration Agreement, including without limitation those regarding payment, data ownership, confidential information, and indemnity. In the event the third party breaches this Integration Agreement or the User Terms while acting on Customer’s behalf, Customer is responsible for such breach, including any related indemnity. Customer shall provide the third party with administrator privileges on Customer’s account. Except as expressly provided herein, Customer shall not otherwise grant third party access to its administrator account, and shall not sublicense, assign, sell, grant, or otherwise transfer its privileges under this Integration Agreement.
  10. Customer Data.

    1. The integration product, in conjunction with the Platform, allows Customers to integrate its information. Field Nation does not own any information, text, data, or other content that Customer submits, stores, or uses with the integration product (the “Customer Data”). Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property Rights ownership or right to use of all Customer Data.
    2. Customer grants Field Nation a royalty-free, worldwide, non-exclusive right and license to use Customer Data solely in connection with its operation of the API and the Platform and related business purposes. Field Nation will only use personally identifiable information of Customer included in the Customer Data for purposes of providing, improving, and developing the API and the Platform, and to de-identify such Customer Data as well as for any purpose outlined in the Field Nation Privacy Policy.
  11. Data Security. Field Nation will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Customers in accessing and using the integration products in conjunction with the Platform. The customer is solely responsible for the security of all usernames and passwords that may be required to access and use the integration products and the Platform. If the security of such information is comprised, the Customer agrees to promptly notify Field Nation.
  12. Equipment Costs. Field Nation will be responsible for the upkeep and maintaining the integrations middleware and API products and The customer will be responsible for all equipment, network, and other costs necessary for the Customer to access and use the integration products.
  13. Confidentiality.
    1. Definition.

      In performing and accepting services under this Integration Agreement, Field Nation and Customer may exchange technical, product, financial, and business information that is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
    2. Obligations.

      Field Nation and Customer will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under this Agreement. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for this Agreement, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of this Agreement. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.
    3. Limitations.

      This Integration Agreement imposes no obligation concerning information which: (a) was in the possession of, or was known by, the receiving party before its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Integration Agreement; (c) was obtained by the receiving party from a third party having the right to disclose it, without any obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
    4. Ownership.

      Each party retains all Intellectual Property Rights in and to its Confidential Information.
    5. Survival.

      The confidentiality provisions of this Integration Agreement shall survive its termination for a period of five (5) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely so long as the information remains a trade secret.
  14. Term and Termination.

    This Integration Agreement commences upon Customer signing the Field Nation Order Form incorporating this Agreement and paying the set-up fee identified in the Order Form or by otherwise accessing or using the integration product. This Agreement continues for twelve (12) months from the date of signature of the Order Form with automatic renewal unless otherwise agreed to in the Order Form. During the final thirty (30) days of any term of this Integration Agreement, the Customer may give Field Nation notice of cancellation before the automatic annual renewal begins. Field Nation may terminate this Integration Agreement immediately without any notice if Customer violates the terms of this Integration Agreement, the Field Nation User Agreement, Buyer Terms and Conditions, Standard Work Order Terms and Conditions, or Privacy Policy. Upon termination by either party, the Customer’s rights to access and use the API will cease immediately. Upon any termination, the Customer will not be relieved of any obligation to pay any fees due to Field Nation which accrued before the termination date. If this Integration Agreement is terminated for any reason, Field Nation will make the Customer Data available for transmittal to Customer within a reasonable period after receiving a written request from Customer, provided such request is received within sixty (60) days following termination.
  15. Warranties and Disclaimer.

    1. General.

      Field Nation and Customer each represent and warrant as to themselves that (a) each are duly organized, validly existing, and in good standing under the laws of the respective jurisdictions in which they were formed (in the case of Customers who are not individual persons); (b) each has full power and authority to execute, deliver, and perform this Integration Agreement; (c) this Integration Agreement has been duly authorized, executed, and delivered by and are a legal, valid, and binding obligation under these terms; and (d) each of their obligations under this Integration Agreement shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.
    2. Customer Data.

      Customer represents and warrants that: (a) Customer owns or has secured sufficient Intellectual Property Rights to the Customer Data to deliver it to Field Nation for use in the API and the Platform as intended by this Integration Agreement; (b) the Customer Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Customer Data does not and will not contain a software virus or other harmful component.
  16. Disclaimer.
    1. General

      USE OF THE INTEGRATION PRODUCTS AND THE PLATFORM IS AT CUSTOMER’S SOLE RISK. EXCEPT AS SET FORTH EXPRESSLY IN THIS INTEGRATION AGREEMENT, THE INTEGRATION PRODUCT AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT A WARRANTY OF ANY KIND. FIELD NATION DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, OR QUALITY OF THE API AND PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FIELD NATION DOES NOT WARRANT THAT THE INTEGRATION PRODUCT OR PLATFORM WILL MEET ANY USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY FIELD NATION WILL CREATE A WARRANTY REGARDING THE API OR PLATFORM. NO AGENT OR EMPLOYEE OF FIELD NATION IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF FIELD NATION OR MODIFY THE LIMITATIONS STATED IN THIS SECTION.
  17. Indemnification.

    1. Field Nation Indemnification.

      Field Nation shall indemnify and hold Customer, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against all claims, costs, damages, losses, liabilities, and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of Field Nation set forth herein; or (b) a claim that the use of the Integration Products (other than third party materials) in a manner contemplated by this Agreement and in compliance with the other terms and conditions applicable to use of or access to the API infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in Field Nation’s opinion such a claim is likely, Field Nation shall have the right, at its option, to obtain for Customer the continuing right to use the API, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS SECTION SETS FORTH FIELD NATION’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR FIELD NATION’S INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND.
    2. Customer Indemnification.

      Customer shall indemnify and hold Field Nation, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) a claim based on any alleged misuse of the integration products by Customer, or its agent or a claim that any Customer Data infringes the copyright, trademark, patent rights or any other Intellectual Property Rights of any third party; (b) a claim that you otherwise used the integration products or Platform to harm a third party; (c) any alleged conduct which would constitute a breach of the representations and warranties of Customer set forth herein; (d) your violation of applicable law, or (e) collection by Field Nation of any amounts due to it pursuant to this Agreement, whether or not a formal action has been commenced.
    3. Conditions.

      Each party shall indemnify the other party as set forth above provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.
  18. Limitations of Liability.
    1. FIELD NATION’S AGGREGATE LIABILITY TO CUSTOMER FOR CLAIMS RELATING TO THIS INTEGRATION AGREEMENT, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO FIELD NATION BY CUSTOMER FOR THE API DURING THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THIS INTEGRATION AGREEMENT OR $2,500, WHICHEVER IS LESS.
    2. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER, IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
    3. Allocation of Risk.

      Field Nation and Customer acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of this Integration Agreement, and that absent these limitations the parties would not have executed this Integration Agreement. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

    Last modified: December 2020.

    Copyright © 2020 Field Nation, LLC. All rights reserved.

Buyer Quality Assurance Policy Full View
Buyer Quality Assurance Policy
The Field Nation Buyer Quality Assurance Program (BQAP) is designed to support successful work outcomes on Field Nation by outlining and enforcing quality standards for buyers who contract with providers on our platform. Strong, positive outcomes create consistency and encourage providers to continue working with both Field Nation and the buyers available through Field Nation.

When a potential quality infraction occurs, the Field Nation support team will investigate the case or dispute. Based on their findings, the team may issue a quality event. Examples of the most common quality events and consequences are outlined below.

Infraction Category Event Type Examples Quality Action
Work Order Quality
  • Discrepancies between terms in the scope of work and the funded amount of the work order
  • Generally being unresponsive to a provider, or Field Nation’s communication attempts including but not limited to requests for approvals or disputes
  • Refusal of full or partial payment for services rendered, including but not limited to, applying falsified penalties, and/or denial of previously agreed upon expenses
  • 1st - 3rd Event: Policy reminder
  • 4th Event: Quality review w/ Field Nation representatives
  • 5th Event: Deactivation*
  • *Action may be applied at User or Company level
Marketplace Interactions
  • Attempting to solicit service providers for employment or contract off the Field Nation platform
  • Attempting to circumvent the processing of payments through the platform or to avoid obligations under Field Nations Terms and Conditions, including but not limited to, Buyer and Provider Fees and Taxes
  • Persistent unprofessional, offensive, or intimidating behavior, either with a provider or Field Nation staff
  • Violating Field Nation's terms of use or other unethical behavior
  • 1st Event: Policy reminder and quality review w/ Field Nation representatives
  • 2nd Event: Deactivation*
  • *Action may be applied at User or Company level
User Violations
  • Discrimination⁺
  • Physical assault
  • Sexual harassment⁺
  • Verbal threats of violence
  • Non-compliance with, or coercing a party not to comply with, state or federal laws and regulations
  • ⁺If you experience, or are made aware of an incident you believe to be harassment or discrimination, submit a report on Field Nation’s Non-Discrimination Policy page


  • 1st Event: Deactivation*
  • *Action may be applied at User or Company level

Failure to adhere or comply with policies and procedures laid out in the Buyer Quality Assurance Policy or failure to respond to Field Nation about potential infractions may result in the deactivation of the Company on Field Nation.


Field Nation reserves the right to initiate the BQAP process for other events that are deemed to breach the Terms of Use or the Terms of an accepted work order that are not listed above. Users deactivated for quality events will not be reinstated and cannot apply for a new account.

If you have questions regarding incidents or would like to speak with someone directly regarding the Buyer Quality Assurance Policy, please contact Field Nation by using the original case that was used to communicate with you.

This policy goes into effect on March 1, 2023.

Copyright © 2023 Field Nation, LLC. All rights reserved.

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