This is an agreement (Agreement) between you and FieldWise, LLC (FieldWise) detailing the use of FieldWise equipment and services. This Agreement outlines how FieldWise equipment is licensed, the warranty of the licensed equipment, and terms, conditions, and policies for accessing FieldWise’s web portal and data.
You may not use FieldWise equipment or services unless you agree to the terms contained herein. Your use of FieldWise equipment or services shall constitute your acceptance of these terms.
This Agreement is effective after you and an authorized FieldWise representative have signed the Agreement and payment has been received for all device licenses and subscription plans. If signing electronically, this document does not need to be signed by FieldWise to become effective.
1. Device Licensing. FieldWise grants licenses for the use of FieldWise equipment. FieldWise does not sell equipment without restrictions unless specifically stated for a product. When your subscription covering a piece of FieldWise equipment is terminated then all associated device licenses terminate and you must return the licensed equipment to FieldWise within ten (10) days. A device license is not transferable from one device to another or from one account to another without approval from FieldWise. FieldWise may charge an administrative fee for transferring licenses. If approved, the License Transfer Agreement form must be completed and signed by all parties.
2. Equipment Care. You agree to handle and treat FieldWise equipment with ordinary care. You agree that all FieldWise equipment assigned to you will be installed and maintained in accordance with the directions from FieldWise. If any equipment is damaged in a manner not covered by warranty, you agree to be responsible for replacing the equipment. You agree not to, or attempt to, or allow others to, or attempt to, disassemble the equipment, reverse engineer the equipment or other FieldWise services without permission from FieldWise.
If you rent the land where FieldWise products are installed, you must notify your Landlord not to remove, replace, or otherwise alter the product installation. You agree to be responsible for any damage caused by your Landlord to FieldWise products that you license or purchase.
3. Replacement Equipment Cost. For equipment that is not returned or damaged in a manner not covered by warranty, you agree to pay the amount set forth in Schedule A for the loss of the equipment.
4. Equipment Limited Warranty. FieldWise warrants equipment for a period of two (2) years from the date of installation, unless otherwise indicated at the time of device license purchase. Batteries and transducers have a 1-year warranty from date of installation. Damage to equipment arising from improper installation, improper use, accident, neglect, mishandling, water damage, weather, Acts of God, and war are not covered by warranty. You agree to notify FieldWise immediately if you suspect that any equipment assigned to you is not working. The date a warranty claim is reported shall be considered the date the equipment malfunctioned. FieldWise, at its option, may repair the equipment or replace the equipment with a new or refurbished unit. Prior to obtaining warranty service, you agree to provide FieldWise with proof of the device license for the equipment. FieldWise is not responsible for dealer labor fees.
The warranty on equipment shall be voided if you or the installer fail to complete the required electronic Installation Form. If you are not the installer, you will see a notice on the device details page in the portal that the installation form is not completed. You must contact FieldWise for assistance if your reseller refuses to complete the installation form. The equipment may not operate correctly if an electronic Installation Form is not completed.
5. Subscription Plan Payments & Renewals. Access to FieldWise services, including the online web portal, requires an active subscription plan.
FieldWise subscriptions are valid for the twelve (12) month period starting April 1st of each year and ends on March 31st the following year (FieldWise Subscription Period). Subscriptions are not pro-rated until October, in which we do not charge for the remainder of the subscription period. Subscriptions are not calculated based on usage or date installed.
If a device subscription is not timely paid, FieldWise, its dealers, or representatives, may remove the FieldWise equipment without notice. A Z5/Z5+ computer panel will not be subject to removal after the first five (5) years of subscriptions have been paid. A subscription is not considered paid unless FieldWise receives payment.
FieldWise bills all applicable subscription plans prior to the usage cycle. Services under such subscription plans will not be provided by FieldWise until payment is received. FieldWise reserves the right to bill each subscription plan separately or combine subscription plans into one bill. You are solely responsible for any fees that you may owe to your Internet, cell phone or other service providers.
Unless terminated by you or FieldWise, all subscriptions automatically renew when the term is completed. You agree to give a (30) day notice for cancelling any subscription plan. Cancellations without proper notice may be assessed a Cancellation Fee.
FieldWise subscriptions are subject to price change at any time to meet Carrier rates or other causes. In the event this happens, FieldWise will notify you.
If the subscription plan is not paid in full within 30 days of the due date your account will be temporarily suspended. If the subscription plan is not paid in full within 90 days of due date, your devices will be removed. Finance charges are assessed on all late invoices and are subject to a monthly increase.
5.1 Speed Control Prescriptions
If you decide to use more than the default number of speed zones (8) and/or use a third-party prescription provider you may incur additional fees for each prescription you apply to a device to cover the increased data use and server load. The additional fee will be at the discretion of FieldWise and shall be no more than $5 per applied prescription.
6. Invoicing and Installation
All invoices are due upon receipt. Because of possible delays in the postal system, FieldWise will accept payment no later than 30 days beyond invoice received by customer. If payment has not been received after the 30 days, your account may be suspended. You may pay online by logging into your account and going to unpaid invoices.
ALL LATE PAYMENTS ARE SUBJECT TO A FINANCE CHARGE OF 1.5% PER MONTH AFTER THE DUE DATE UNLESS PROHIBITED BY LAW. AN INVOICE 60 DAYS LATE IS SUBJECT TO THE FINANCE CHARGE ABOVE, AS WELL AS TEMPORARY ACCOUNT SUSPENSION. AN INVOICE 90 DAYS LATE WILL RESULT IN IMMEDIATE REMOVAL OF THE FIELDWISE DEVICES. FIELDWISE HAS A ZERO TOLERANCE POLICY ON LATE PAYMENTS. IT IS THE CUSTOMERS RESPONSIBILITY TO NOTIFY FIELDWISE OF ANY PROBLEMS WITH THE FIELDWISE REMOTE TELEMETRY UNITS.
Basic Installation will be applied to all invoices unless installed by a qualified customer. Basic installation assumes properly wired and functioning pivots that have been recently serviced. If a service call beyond the initial installation is required and fault is not related to FieldWise equipment, a minimum $150/hr charge will occur, plus mileage. The service call rate is subject to change, depending on the problem found and mileage. If a service call is provided by an approved FieldWise Reseller, the rate is subject to their terms.
We will provide assistance getting the web portal set up on your computer. This assumes that your computer is properly functioning. If additional computer assistance is needed beyond bookmarking our portal to your computer or installing the app on your smart phone or tablet, there may be a minimum charge of $35/hr plus mileage.
FieldWise will not install devices or give a customer access to the web portal until payment is received in full
7. Terms and Conditions
This Agreement shall continue for the longest subscription plan selected (plus any additional time required by any promotions or renewals that you accept. Except as explicitly permitted by this Agreement, you must maintain all of your subscription plans with FieldWise for the minimum term (plus any additional time required by any promotions or renewals that you accept).
FIELDWISE CAN, WITHOUT NOTICE, LIMIT, SUSPEND OR END ONE OR MORE OF YOUR SUBSCRIPTION PLANS FOR “GOOD CAUSE,” which includes, but shall not be limited to: (i) you interfere with the FieldWise network; (ii) you interfere with customer service or the business operations of FieldWise; (iii) FieldWise reasonably believes you have violated or may violate terms of this Agreement or any other agreement with FieldWise; (iv) you attempt to access and/or use the FieldWise Network with any unauthorized equipment or any FieldWise device that has been modified or does not meet its manufacturer’s specifications; (v) you use your subscription plan in a way that adversely affects subscription plans for Good cause, FieldWise will not owe to you any refund for Subscription Services paid for but not yet provided to you as of such termination.
FieldWise may cease providing the FieldWise services at any time at its sole discretion. If such termination occurs for any reason other than Good Cause, FieldWise will refund to you the fees paid for subscription services paid for but not yet provided to you as of such termination. IF YOU TERMINATE ONE OR MORE OF YOUR SUBSCRIPTION PLANS EARLY, FIELDWISE WILL ASSESS A CANCELLATION FEE PER SUBSCRIPTION PLAN THAT IS TERMINATED. FieldWise will apply payment of such termination fee against any funds owed to you (including any funds owed to you as a refund for subscription services paid for, but not yet provided to you as of such termination.
8. Security
You are entirely responsible for maintaining the confidentiality of your Login Name and Password. FieldWise assumes no responsibility and shall not be liable to you or any third party for any events or occurrences arising out of any unauthorized access to and/or use of the FieldWise services and network.
9. Interruptions of Subscription Services
FieldWise devices use radio transmissions, so FieldWise may not be able to provide subscription services when your devices are not in range of a transmission site or if sufficient network capacity is unavailable. There are places, particularly in remote areas, where Subscription Services may never be available during the term of this Agreement.
Weather, topography, buildings, crop growth and other conditions FieldWise does not control may also restrict FieldWise’s ability to provide the subscription services.
10. Warranties
FIELDWISE AND ITS DEALERS CANNOT PROMISE UNINTERRUPTED OR ERROR-FREE SUBSCRIPTION SERVICES. FIELDWISE AND ITS DEALERS MAKE NO PRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND/OR ACCURACY OF THE FIELDWISE NETWORK OR OTHER FIELDWISE PRODUCTS OR SERVICES FOR ANY PURPOSE. THE FIELDWISE NETWORK, SUBSCRIPTION SERVICES AND OTHER RELATED SERVICE AND PRODUCTS ARE PROVIDED ‘AS IS” WITHOUT WARRANTY OF ANY KIND. FIELDWISE AND ITS DEALERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE FIELDWISE NETWORK AND OTHER RELATED SERVICE AND PRODUCTS, INCLUDING ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FIELDWISE DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND YOU MAY NOT RELY ON ANY SUCH STATEMENT OF WARRANTY.
IN NO EVENT SHALL EITHER FIELDWISE OR ITS DEALERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL FIELDWISE’S TOTAL LIABILITY TO YOU PAYABLE FOR ANY COMBINATION OF EVENTS ARISING OUT OF OR RELATING TO A SPECIFIC SUBSCRIPTION PLAN UNDER THIS AGREEMENT EXCEED THE AGREGATE FEES ACTUALLY PAID TO FIELDWISE UNDER SUCH SUBSCRIPTION PLAN DURING THE TWELVE MONTHS PRIOR TO THE JUDICIAL DETERMINATION OF SUCH LIABILITY.
FIELDWISE SHALL NOT BE LIABLE FOR ANY CROP LOSS OR OTHER TYPES OF DAMAGES RESULTING FROM THE USE OR INSTALLATION OF FIELDWISE PRODUCTS OR SERVICES. YOU UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO MONITOR THE PROPER FUNCTION OF FARM EQUIPMENT AND TO NOTIFY FIELDWISE IMMEDIATELY IF YOU BELIEVE THAT FIELDWISE EQUIPMENT OR SERVICES ARE MALFUNCTIONING.
YOU UNDERSTAND THAT FIELDWISE PRODUCTS AND SERVICES MAY SEND OUT A TEXT (SMS) AND OTHER TYPES OF MESSAGES TO YOUR MOBILE PHONE AND/OR EMAIL ACCOUNT. FIELDWISE SHALL NOT BE RESPONSIBLE FOR CHARGES THAT YOU INCUR AS A RESULT OF RECEIVING THESE MESSAGES.
YOU UNDERSTAND THAT ACCESSING FIELDWISE PRODUCTS AND SERVICES THROUGH A MOBILE DEVICE OR OTHER COMPUTER MAY INCUR CHARGES FOR DATA AND/OR OTHER TYPES OF USAGE. FIELDWISE SHALL NOT BE RESPONSIBLE FOR THESE CHARGES OR ANY OTHER CHARGES RELATED TO YOUR USE OF FIELDWISE PRODUCTS OR SERVICES.
FIELDWISE SHALL NOT BE RESPONSIBLE FOR ANY FAILURES IN DETECTING COLLISIONS BETWEEN PIVOTS. THE FIELDWISE COLLISION ALERT IS NOT TO BE USED AS A PRIMARY MEANS FOR PREVENTING PIVOTS FROM COLLIDING AND SHOULD ONLY BE USED AS A BACKUP.
FIELDWISE SHALL NOT BE RESPONSIBLE FOR ANY FAILURES IN YOUR SYSTEM FROM UNEXPECTEDLY STARTING OR FAILING TO STOP. YOU SHOULD USE ADEQUATE PHYSICAL BARRIERS AND OTHER ACCEPTED PRACTICES TO LIMIT THE RISK OF DAMAGE IN THOSE SITUATIONS.
10.1 Damage to Equipment
IT IS YOUR RESPONSIBILITY TO NOTIFY FIELDWISE IF YOU HAVE ANY PIVOTS OR EQUIPMENT THAT HAVE NON-STANDARD WIRING PRIOR TO INSTALLATION. NON-STANDARD WIRING INCLUDES, WITHOUT LIMITATION, EQUIPMENT CHANGED TO OPERATE AT DIFFERENT VOLTAGES THAN THE EQUIPMENT CUSTOMARILY OPERATES AND WIRING CONVENTION CHANGES (INCLUDING PIVOT CONVERSIONS). FIELDWISE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES IF YOU FAIL TO MAKE THIS NOTIFICATION OR IF THE EQUIPMENT IS NOT IN COMPLIANCE WITH APPLICABLE ELECTRICAL CODES.
IF YOU BELIEVE THAT FIELDWISE HAS DAMAGED ANY NON-FIELDWISE EQUIPMENT THAT YOU RENT, OWN, OR ARE OTHERWISE RESPONSIBLE FOR, THEN YOU MUST NOTIFY FIELDWISE IMMEDIATELY. UNDER NO CIRCUMSTANCE SHALL FIELDWISE BE RESPONSIBLE FOR ANY DAMAGES OF NON-FIELDWISE EQUIPMENT IF YOU FAIL TO NOTIFY FIELDWISE IN WRITING WITHIN ONE WEEK OF THE DAMAGE OCCURRING. AFTER AN INVESTIGATION BY FIELDWISE, FIELDWISE MAY, AT ITS DISCRETION, PAY FOR ALL OR A PORTION OF THE DAMAGE OR HAVE THE DAMAGED EQUIPMENT REPAIRED OR REPLACED. UNDER NO CIRCUMSTANCE SHALL FIELDWISE BE LIABLE FOR DAMAGES THAT EXCEED THE AMOUNT PAID BY YOU TO FIELDWISE FOR FIELDWISE SERVICE AND EQUIPMENT AT THE LOCATION OF THE DAMAGED EQUIPMENT.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 You acknowledge and agree that FieldWise is the owner of ALL FieldWise products and services listed on any and all forms and retains all rights, title and interest therein.
11.2 You acknowledge that the products sold or licensed by FieldWise contain valuable intellectual property. You agree not to disassemble, provide any FieldWise products to other parties for disassembly or other activities intended to determine how FieldWise products work. In the event that you violate this provision, you shall be responsible for all damages resulting from its breach, including the payment of FieldWise’s attorney fees.
11.3 Liquidated Damages
11.3.1 You acknowledge that FieldWise equipment, services, documentation, and other items include confidential and proprietary information that is commercially valuable. You agree not to share any confidential information, equipment, or service access to unauthorized parties, which includes competitors. Without limitation, you agree to not provide FieldWise equipment to unauthorized parties for the purposes of reverse engineering or figuring out how FieldWise equipment is designed or operates. You acknowledge that damages to FieldWise resulting in breach of the above requirement would be uncertain or difficult to accurately estimate and that an amount of $3,000,000.00 USD shall constitute liquidated damages for such a breach. You and FieldWise agree that the specified amount is not a penalty and specifies a reasonable proportion and is not plainly or grossly disproportionate to the probably loss likely to be incurred by FieldWise.
11.3.2 You shall not be liable for liquidated damages if you can show by clear and convincing evidence that the unauthorized conduct in Section 11.3.1 was the result of a genuine mistake, accident, or solely the result of unauthorized conduct by an unrelated third party. Any mistake or accident under this clause must be made unknowingly and while exercising a reasonable duty of care. It shall not be a defense to claim lack of knowledge of any contract provision.
11.4 Equipment Removal for Unpaid Equipment
11.4.1 In the event that you obtained equipment from a reseller and that reseller fails to pay FieldWise for the equipment, you agree to allow FieldWise to remove and take possession of any equipment that FieldWise has not received payment. The reseller, not FieldWise, shall be responsible for refunding amounts paid by you to the reseller.
12. Access to Devices and Malfunctioning Units
FieldWise actively monitors its devices and should a problem be detected, FieldWise may send staff or an authorized dealer to investigate any potential issues. You agree and understand that from time to time FieldWise personnel or an authorized dealer may need to access your property or property you rent. FieldWise or an authorized dealer may access the FieldWise products and devices without prior notice to you, but will make every effort to leave the property in the same condition as when entered and to notify you of the entry should FieldWise or an authorized dealer, in its discretion, deem that notification is appropriate.
FieldWise wants your experience to be a positive one, but your assistance is needed to ensure you receive the best support possible. Therefore, you agree to notify FieldWise or an authorized dealer promptly should you believe that a FieldWise product or service you are using is not working properly.
If you allow FieldWise to locate a Base Station, Repeater, Radio Ethernet Gateway, or other radio equipment (collectively referred to as Radio Equipment) on your property, you agree that you will not allow others access to these devices and will notify FieldWise immediately if you suspect or otherwise believe that someone may have accessed the devices without authorization. You agree that you will not access the FieldWise equipment unless directed to by FieldWise personnel. You agree not to remove or have removed FieldWise Radio Equipment without providing one hundred eighty (180) days written notice to FieldWise. You understand that FieldWise Radio Equipment use special radio frequencies and that other wireless devices may interfere with their operation. You will not allow other wireless equipment to be placed near FieldWise Radio Equipment without first notifying and receiving approval from FieldWise.
13. Indemnification
You agree to indemnify and defend FieldWise, its dealers, subsidiaries, affiliates, directors, officers, employees and other agents from and against any claim, action, damage, liability and expense asserted by any third party arising out of or in connection with your acts or omissions that occur in connection with your access and/or use of the FieldWise Network and/or equipment used in connection with the FieldWise Network. This indemnification extends to and includes any attorneys’ fees and costs incurred by FieldWise (including its dealers, subsidiaries, affiliates, directors, officers, employees and other agents) arising from any actions or claims to which this indemnification applies, or from the contesting of the applicability of this provision.
14. Mandatory Arbitration of disputes
Any claim, controversy or dispute of any kind between you and FieldWise and/or any of its dealers, subsidiaries, affiliates, directors, officers, employees and other agents, whether sounding in contract, statute, tort, including fraud, misrepresentation, fraudulent inducement, or any other legal or equitable theory and regardless of the date of accrual of such claim, controversy or dispute shall be resolved by final and binding arbitration as prescribed in this section. Each party hereby specifically waives its right to trial by judge or jury and agrees that all controversies shall be submitted to arbitration.
The initiating party shall notify the responding party of any dispute, including all relevant information (e.g., the nature of the dispute, dates, times, persons involved). The responding party shall respond to the notification within 5 business days.
Thereafter, the parties shall use their good faith efforts to resolve the dispute within a reasonable period of time. If the parties are unable to do so, either party may notify the other that it intends to submit the dispute to arbitration within 30 days after the notice is given. If the dispute is submitted to arbitration, the arbitration shall be conducted by the American Arbitration Association (“AAA”) under the commercial rules then in effect for AAA except as provided herein. The arbitration shall occur in Houston, Texas. Each party shall choose one arbitrator, and the two arbitrators shall select a third arbitrator who shall act as char. If no arbitrator is appointed on a timely basis, the AAA shall make such appointment within 30 days of such failure. The award rendered by the arbitrators shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and judgment on such award may be entered in any court having jurisdiction thereof. The parties shall be entitled to discovery in connection with the arbitration. Notwithstanding anything in this section to the contrary, either party may apply to the appropriate state or federal court of Houston, Texas, for temporary restraining order and/or preliminary injunction at any time. The denial of any application for temporary restraining order and/or preliminary injunction shall not preclude a party from thereafter seeking a temporary restraining order and/or preliminary injunction from the arbitrator, not shall the granting of a temporary restraining order and/or preliminary injunction preclude a party from thereafter seeking its dissolution by the arbitrator.
15. About this agreement
This Agreement is governed by and must be construed under the laws of the State of Texas, without regard to choice of law principles. You agree to submit yourself to the personal jurisdiction of the courts in the State of Texas. The waiver by FieldWise of a breach of any provision of this Agreement will not operate, or be construed, as a waiver of any subsequent breach. Section headings are for descriptive purposes only and are not used to interpret this Agreement. You may not assign this Agreement to any other person or entity without FieldWise’s prior written approval. This Agreement replaces all prior written or spoken agreements, representations, promises or understandings between you and FieldWise and/or its dealer with respect to the subject matter of this Agreement and access and the use of the FieldWise Network. The provision of this Agreement that, by the express terms of this Agreement, will not be fully performed during the term of this Agreement shall survive the termination of this Agreement to the extent applicable.
16. Modifications to this agreement
You understand that from time-to-time FieldWise may make modifications to this agreement. If there is a material change FieldWise will notify you the terms have been updated. If you do not agree to the modifications, you must notify FieldWise in writing within 30 days. At FieldWise’s option, you may be allowed to continue under the previous terms or you must stop using FieldWise services and products covered by this Agreement.
17. Data Access & Privacy
FieldWise shall allow for the download of raw moisture probe data under the Data Management page for a period of thirty (30) days following the termination or expiration of the moisture probe subscription. FieldWise makes no claims to the ownership of the raw moisture probe data that is available for download.
The FieldWise privacy policy is posted at www.field-wise.com/privacy and is incorporated by reference. In short, FieldWise shall not provide access or resale raw data from devices in your account to third parties without your permission or use such data for any purpose other than as required for your use of the devices in your account. Your dealer(s) will be allowed access to data from devices in your account.
18. Notices
All notices to FieldWise relating to modifications to this agreement or warranty work must be in writing and sent to FieldWise, LLC, 324 Main Street, Ewing, NE 68735 with a copy to FieldWise, LLC, P.O Box 188, Ewing, NE 68735. Other notices may be sent in writing to the above addresses or by calling (888) 983-4353.
All notices to you may be sent via text message to the number you have on file, in writing to your address on file, by email to the email address you have on file, or by placing the notice on our website. Notices will be deemed given when the communication is sent or posted to our website.
19. FieldWise Computerized Panels
All FieldWise computerized panels, including the Z5 and Z5+, require a five (5) year service commitment. If you terminate your subscription prior to the required service commitment end date, then all unpaid amounts for the required service commitment shall become immediately due. Additionally, you agree to allow FieldWise, its dealers or representatives, to take possession of the equipment subject to the required service commitment if you fail to pay for the required service commitment. None of the above shall limit any of the rights of FieldWise to pursue other legal remedies if you violate this section.
20. Billing Review
You agree to promptly notify FieldWise if you believe there are any billing / credit issues. After six months from the date an invoice or credit is created, FieldWise may at its discretion, but is not required to, review billing issues.
If you believe a bill is incorrect you must:
a. Notify FieldWise in writing or by email and provide marked up copies of the relevant FieldWise invoices, credits, and any applicable RMAs
i. Each line item that you believe is incorrect must be indicated and you must show the that amounts you believe are correct.
b. FieldWise will not accept accounting statements that are not based on FieldWise documentation (Invoices, Credits and RMAs)
FieldWise may charge for time spent in reviewing billing related items to cover its costs in performing the review.