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

This Integration and API Agreement (“Integration Agreement”) is entered into between Field Nation LLC (“Field Nation,” “we,” “us,” or “our”) and the user named on the Sales Order (“Customer,” “you,” or “your”) of the Field Nation website and software platform (the “Platform”) who register to use or use our Application Programming Interface (“API”).

1. Definitions.
   1. “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.
   2. “Document” means the hosted documentation including code examples, SDK’s, steps made available by Field Nation relating to the integration.
   3. “Inbound” means any data that is sent into the Platform.
   4. “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.
   5. “Outbound” means any data that is sent out of the Platform.
   6. “Third-Party Services” means the service/dispatch management solution used by the Customer that interact with the API.
   7. “Tiers” means the level of subscription available for the API.Tiers include:
      
      
      Tier 1 - Inbound
      
      Tier 2 - Standard Inbound / Outbound
      
      Tier 3 - Advanced Inbound / Outbound with REST & Webhooks API keys
      
      Tier 4 - Custom built based on customer requirements.
      
      

2. Purpose. The API 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 for the purpose of developing, implementing, 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 prior to using it in a live environment.

3. Applicability of Other Agreements with Field Nation. By accepting this Integration Agreement, 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 API 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 API, Field Nation grants you a non-exclusive, non-transferable, revocable, limited license (“License”) for the duration of your registration and use of the API. 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 prior to 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 API or related Field Nation Intellectual Property Rights. You agree not to circumvent the Field Nation platform in order to build your own separate marketplace platform product.

6. Fees and Invoices
   Customer will be billed based on the rates and schedule agreed upon in the Customer’s signed Sales Order. To the extent that there is no payment terms set forth in the Sales Order, 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 API 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 API 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 Customer with any consulting or other services related to the use of the Platform.

9. Subcontractors and Agents.
   
   In the event Customer uses a third party to manage, use, or otherwise direct Customer’s use of the API on behalf of Customer, the third party is deemed the Customer’s agent for this and all related purposes. Customer will remain responsible for all obligations set forth 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 a 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 API, 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 API (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 set forth 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 Customer in accessing and using the API in conjunction with the Platform. Customer is solely responsible for the security of all usernames and passwords that may be required to access and use the API and the Platform. If the security of such information is comprised, Customer agrees to promptly notify Field Nation.

12. Equipment Costs.
    
    Customer will be responsible for all equipment, network, and other costs necessary for Customer to access and use the API.
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 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 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 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 Integration 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 Integration 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. Ownership.
       
       Each party retains all Intellectual Property Rights in and to its own 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 Sales Order incorporating this Agreement and paying the set-up fee identified in the Sales Order or by otherwise accessing or using the integration product. This Agreement continues until terminated by either party with thirty (30) days notice or until terminated by Field Nation immediately 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 in accordance with 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 API AND THE PLATFORM IS AT CUSTOMER’S SOLE RISK. EXCEPT AS SET FORTH EXPRESSLY IN THIS INTEGRATION AGREEMENT, THE API 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 API 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 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 API (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 API 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 API 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.