Terms and Conditions - Engaging New Customers for Your Business

Terms of Use

Effective Date: April 5, 2015

Welcome to the Field Solution Group, operated by the Field Solution Group (referred to herein as the "Site"). Throughout these terms of use, "Field Solution Group," "we," "us" and "our" refer to Field Solution Group and its affiliates along with their directors, officers, employees, agents, and representatives, and "you" and "your" refer to you and your affiliates along with their directors, officers, employees, agents, and representatives. Your use of this Site is subject to the following terms and conditions ("Terms"), which you affirmatively accept by using the Site. Please read these Terms carefully and ensure that you understand them before you use the Site.

We reserve the right to modify the contents of the Site at any time, including the features, availability, or operation of the Site, these Terms, and/or any policy or notice posted on the Site. You agree to monitor the Site for any changes and agree that your continued use of the Site following the posting of any changes signals your understanding of and agreement to such changes. EACH TIME YOU USE THE SITE, THIS AGREEMENT AS IT THEN READS WILL GOVERN YOUR USE.

This Agreement is effective as of the date of acceptance by the user.

Affiliation with Third Parties. Field Solution Group provides a convenient location for businesses to manage their online reputation. In doing so, it provides links to and descriptions of numerous third-party review platforms such as Google, Facebook, and Yelp. Field Solution Group is not affiliated with or endorsed by any of these third parties, nor is it in a joint venture relationship or partnership with any of these third parties. Such third-parties are not associated in any way with the Field Solution Group Website or services. To the extent Field Solution Group uses any trade names or trademarks associated with such third-parties, it does so solely to identify those companies and their services. Field Solution Group makes no claim as to ownership of such third-party trademarks.

Your Field Solution Group Account and Page. If you create a page on the Website, you are solely responsible for maintaining the security of your account and page, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the page. You must not describe or assign keywords to your page in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Field Solution Group may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Field Solution Group liability. You must immediately notify Field Solution Group of any unauthorized uses of your page, your account or any other breaches of security. Field Solution Group will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Responsibility of Contributors. If you operate a page, comment on a page, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
your actions and the Content comply with the terms of service of any third party websites with which you interact; for example, many review sites such as Yelp and Google+ strictly limit or prohibit the practice of offering incentives to customers in exchange for reviews;
the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
your page is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other pages and web sites, and similar unsolicited promotional methods;
your page is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your page’s URL or name is not the name of a person other than yourself or company other than your own; and
you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Field Solution Group or otherwise.

By submitting Content to Field Solution Group for inclusion on your page, you grant Field Solution Group a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content in connection with the operation and promotion of the Website. You also hereby expressly grant Field Solution Group a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish your business name and related trademarks in connection with the operation and promotion of the Website. If you delete Content, Field Solution Group will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made unavailable.

Without limiting any of those representations or warranties, Field Solution Group has the right (though not the obligation) to, in Field Solution Group’s sole discretion (i) refuse or remove any Content that, in Field Solution Group’s reasonable opinion, violates any Field Solution Group policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Field Solution Group’s sole discretion. Field Solution Group will have no obligation to provide a refund of any amounts previously paid.

You agree to indemnify, defend, and hold harmless Field Solution Group, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of or related to your Content, including but not limited to your violation of this Agreement and/or any of the warranties contained herein. You further agree that Field Solution Group assumes no responsibility for your Content.

Payment and Renewal

General Terms:
Optional paid services such as extra features, print services, or domain purchases are available on the Website (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay Field Solution Group the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.

Automatic Renewal:
Unless you notify Field Solution Group before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Upgrades section of your site’s dashboard.

Responsibility of Website Visitors

The Website may display, include, or make available third-party content (including data, information, applications, and other products services and/or materials) (“Third Party Materials”) that is owned and controlled by third parties such as Field Solution Group’s customers and third-party review platforms. Field Solution Group has not reviewed, and cannot review, all Third Party Materials. You acknowledge and agree that Field Solution Group is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Field Solution Group does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions. You are solely responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Field Solution Group disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Field Solution Group links, and that link to Field Solution Group. Field Solution Group does not have any control over those non-Field Solution Group websites and webpages, and is not responsible for their contents or their use. By linking to a non-Field Solution Group website or webpage, Field Solution Group does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Field Solution Group disclaims any responsibility for any harm resulting from your use of non-Field Solution Group websites and webpages. Such websites and webpages may be subject to different Terms of Service and Privacy Policies than those that govern your use of the Website.

As Field Solution Group asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Field Solution Group violates your copyright, you are encouraged to notify Field Solution Group in accordance with Field Solution Group’s Digital Millennium Copyright Act (“DMCA”) Notice. Field Solution Group will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Field Solution Group will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Field Solution Group or others. In the case of such termination, Field Solution Group will have no obligation to provide a refund of any amounts previously paid to Field Solution Group.

Intellectual Property

This Agreement does not transfer from Field Solution Group to you any Field Solution Group intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Field Solution Group. Field Solution Group, the Field Solution Group logo, and all other trademarks, service marks, graphics and logos used to identify Field Solution Group or the Website are trademarks or registered trademarks of Field Solution Group or Field Solution Group’s licensors. Other trademarks, service marks, graphics and logos used on the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Field Solution Group or third-party trademarks. All trademarks and trade names are the property of their respective owners.

Advertisements

Field Solution Group reserves the right to display advertisements on your page without any payment or any other consideration to you.

Attribution

Field Solution Group reserves the right to display attribution links such as ‘Powered by Field Solution Group,’ theme author, and font and image attribution in your page. Some footer credits, as determined by Field Solution Group at its sole discretion, may not be removed regardless of upgrades purchased.

Domain Names

If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities.

Changes

Field Solution Group reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Field Solution Group may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination

Field Solution Group may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Field Solution Group account (if you have one), you may simply discontinue using the Website or contact Field Solution Group customer service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination: (i) all rights granted to you under this Agreement will terminate immediately; and (ii) you must cease all use of the Website. Termination will not limit any of Field Solution Group’s rights or remedies at law or in equity.

Disclaimer of Warranties

The Website is provided “as is”. Field Solution Group and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Field Solution Group nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIELD SOLUTION GROUP OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE OR THE CONTENT FOR: (i) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; OR (ii) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO FIELD SOLUTION GROUP DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR FIELD SOLUTION GROUP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

General Representation and Warranty

You represent and warrant that (i) the Content and your use of the Website will be in strict accordance with the Field Solution Group Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) the Content and your use of the Website will not infringe or misappropriate the copyright, trademark, patent, privacy, publicity, or intellectual property rights of any third party.

General Indemnification

You agree to indemnify, defend, and hold harmless Field Solution Group, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of your use or misuse of the Website, including but not limited to your violation of this Agreement and/or any of the warranties contained herein.

Referral Program

Participants in Field Solution Group's Referral Program have the opportunity to earn a commission on the customers they refer to Field Solution Group provided they properly promote Field Solution Group products and services and play by the rules. By accepting these terms on signup, Affiliates and potential Affiliates agree to the following:

Affiliate Role and Responsibilities

Affiliate is appointed as an authorized non-exclusive independent representative to promote and sell all services provided by Field Solution Group.
Affiliate shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of Field Solution Group's services during the term of this Agreement.
Affiliate's sales and promotional efforts shall be directed toward small business owners and small business marketers broadly, inclusive of local brick-and-mortar businesses, professional service providers, marketing consultants and other appropriate customers for Field Solution Group’s services.
Affiliate shall not have exclusive right nor be restricted in its sales and promotional efforts by the geography, specialty, size or number of its customers.
Affiliate shall represent itself to customers only as an independent entity operating under its own name, never as a subsidiary, owner, employee, or other relationship to Field Solution Group.
Affiliate shall periodically, or at any time upon Field Solution Group’s request, submit documentation of any and all sales and promotional efforts performed or to be performed pursuant to this Agreement.

Commission

Field Solution Group shall pay Affiliate a commission equal to $250 upon referral becoming a customer of Field Solution Group.
Because Field Solution Group’s services are available for purchase online in an open market, Affiliate’s sales must be verified as belonging to Affiliate. To verify a sale, the Affiliate must deliver appropriate customer information prior to customer signing on with Field Solution Group.
Commissions will be paid on services sold or arranged by Affiliate and shall not include freight, supplies, vendor services and other charges incidental to the performance of said services.

Independent Contractors

For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, employer, employee or agent of the other and shall not bind nor attempt to bind the other to any contract.
Field Solution Group shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Affiliate under this Agreement.
Affiliate shall not be considered an employee of Field Solution Group and shall not be entitled to participate in any plan, arrangement or distribution by Field Solution Group pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Field Solution Group’s employees.
The rights and duties of Affiliate under this Agreement may not be assigned or delegated without prior written consent of Field Solution Group.
Affiliate is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Field Solution Group’s services without express written authorization from Field Solution Group.

Termination

Field Solution Group may terminate its Affiliate Program or any individual Affiliate agreement at any time at its sole discretion.

Miscellaneous

This Agreement constitutes the entire agreement between Field Solution Group and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Field Solution Group, or by the posting by Field Solution Group of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of North Carolina, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Durham County, North Carolina. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Durham, North Carolina, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Field Solution Group may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

How to Contact Us

Questions or comments about these Terms or the Site may be directed to Field Solution Group at:

Field Solution Group
P.O. Box 12510
Durham, NC 27709