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.
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Relationship.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Provider Registration.
Buyer will have access to profiles of all registered Providers offering their services through the Field Nation Marketplace.
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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.
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Buyer Data.
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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.
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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.
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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.
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Payment to Providers and Fees.
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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.
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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.
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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.
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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.
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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.
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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.
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Tax Reporting and Payment Obligations.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Confidentiality.
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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.
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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.
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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.
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13.4 Ownership.
Each party retains all intellectual property rights in and to its own Confidential Information.
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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.
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No Circumvention; Non-Interference.
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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.
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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.
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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.
Warranties and Disclaimer.
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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.
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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.
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.
Indemnification.
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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.
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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.
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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.
Limitations of Liability.
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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.
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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.
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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.
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