1. Waiver

You agree that we are not responsible for the accessibility or unavailability of any Provider or for your interactions and dealings with them. You waive the right to bring or assert any claim against us relating to any interactions or dealings with any Provider and release us from any and all liability for or relating to any interactions or dealings with Providers. Customer and Provider both waive any claim against Field Engineer relating to our Services-Dispute Resolution Procedure.

2. Customer Terms

In addition to our Terms of Use, the following terms apply to Customers.

By accessing or using the Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Services.

3. Background Checks

If Customer requires a background check, drug testing, and security clearance, Customer agrees that all such requests, use of information obtained, and notices to Provider will apply with all applicable laws in both Customer’s and Provider’s jurisdiction. Customer agrees to include all required background check, drug testing, and security clearance requirements in each job listing.

4. Indemnification

In addition to the indemnity provisions located in our general Terms of Use, Customer will defend, indemnify and hold harmless us, our parents, Affiliates, Authorized Users, and each of their respective directors, officers, employees, shareholders and agents and all of their respective successors and permitted assigns (the “Indemnified Parties”), from and against any and all suits, claims, actions, liabilities, losses, damages, costs and expenses (including, but not limited to, interest, penalties, reasonable attorneys’ fees and other expenses of litigation) and causes of action of whatsoever kind (collectively referred to as “Claims”) which may be incurred by, asserted against, or recoverable from any Indemnified Party arising out of or relating to (1) any negligent acts or omissions of Customers or its agents, employees or representatives in the performance or omission of any act or responsibility assumed by Customer under this Agreement; or (2) any contract entered into by you or your agents, including, but not limited to, the classification of a Provider as an independent contractor; the classification of Field Engineers as an employer or joint employer of Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

5. Disintermediation and Non-Circumvention Policies

We expend tremendous resources to provide our platform and services, to connect you with Providers. You are prohibited from making side-agreements or engaging in activities that can be deemed competitive to Field Engineer with any user outside of our platform.

Once introduced to a Provider on our platform, you are prohibited from entering into any business transactions or agreements with any Provider outside of our Platform at all times during your use of our platform and for a period of two years thereafter.

You also agree not to make direct payments to any Provider for the services provided to you and you will only accept services from Provider through our platform. We will terminate a Customer’s access to and use of the Website if such Customer is found to be making payment outside the Service to any Service Provider found through the Service.

Remedies for Violation of this Section. You recognize and agree that any violation of the disintermediation and non-circumvention provisions set forth above, either during the term or for two years after the termination of this Agreement, will cause irreparable harm to Company. In the event that you violate or threaten to violate any of these provisions, at any time during this Agreement or after, Company will have the right to enforce these terms by means of injunctive relief, in addition to money damages and other available legal remedy. You agree to pay Company the cost of pursuing judicial enforcement of this Agreement, including attorney’s fees and costs.

6. Services Related Dispute Procedures

In the event that a Customer has a good faith belief that the nature or quality of the services provided by any Provider are not consistent with industry standards or these Terms of Use, Customer will be permitted to request a refund subject to the following terms and conditions:

Notice Period. Within five (5) calendar days of the date the Provider marks the project as “Complete” (the “Customer Dispute Notice Period”), the Customer will provide written notice to Field Engineer at info@fieldengineer.com setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”). The Customer’s failure to submit a Services-Related Dispute Notice within the Customer Dispute Notice Period will constitute such Customer’s permanent waiver of his or her right to request a refund.

Mediation Period. In the event that the Customer does submit a Services-Related Dispute Notice within the Customer Dispute Notice Period, Field Engineer will attempt in good faith to work with the Customer and Services Provider for a period of up to fourteen (14) calendar days from the date of the Services-Related Dispute Notice (the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Customer, Services Provider and, if relevant, Field Engineer will take the agreed upon steps to execute the agreed-upon resolution. If the agreed-upon resolution results in return of any portion of Customer’s upfront payment, Field Engineer will refund the agreed-upon amount within ten (10) days from the date the Services-Related Dispute is resolved.

Final Determination. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, Field Engineer will make a determination in its sole and absolute discretion (the “Services-Related Disputed Matter Decision”), and based upon the information provided by the Customer and Services Provider, as to whether the nature and quality of the Services Provider’s services rendered in connection with the Job which is the subject of the Services-Related Disputed Matter were consistent with industry standards and these Terms and Conditions. If it is determined that a refund is warranted, Field Engineer Field Engineer will refund the agreed-upon amount within ten (10) days from the date the Services-Related Dispute Matter Decision. Should Field Engineer decide the Services-Related Disputed Matter in favor of the Services Provider, the Customer will not be entitled to a refund and Field Engineer will release the held funds to Provider.

7. Payment Terms

Customer Upfront Payment. Payment for each job will be collected before Customer can post the job on our Platform. After Customer prepares a proposed Work Order, Customer must deposit with Field Engineer an amount equal to the maximum fee for the Work Order. We will have the right to charge the Customer’s credit card, bank account, or PayPal account for the full amount of the agreed-upon fee, in addition to our processing fee, if any. There will be an 2.75% fee charged to Customers located outside of the United States who fund their account with a credit card. Once Field Engineer receives the funds from Customer, we will make your listing available to our Providers. Any funds held by Field Engineer will be held in a custodial account and will be commingled with the funds of other Customers. Customer acknowledges that Field Engineer will not pay interest on the funds it holds on deposit. Customer understands that Field Engineer will not hold Customers advance payment separately or in an escrow or trust fund or pay any Reservation Payment.

Payment of Fee to Provider. Provider will only be paid after Provider: (a) has completed all services and tasks relating to the project, (b) has uploaded and sent to the Customer via the Platform all necessary electronic reports and materials required in the Work Order (c) has verified, via the Platform, that the services, tasks, and document upload have been completed, and (d) the Customer has accepted, via the Platform, the services and otherwise made no complaints concerning the nature, quality, or timeliness of the work. Customer will have five (5) days from the day the Provider marks the job as “Complete” to accept the services. If Customer fails to accept the services in that time period, the funds will automatically be disbursed to Provider. Once payment is made to a Provider, we will have no further financial obligation related to the transaction and Customer will have waived any right to use our Dispute Resolution Procedure to dispute the nature of the work or request a return of any funds. Provider

Additional Hours Needed. If a project requires more hours than the maximum number of hours proposed in the Work Order or the nature of the services results in an increase in the price of the project, Provider must obtain Customers approval, and Customer must deposit additional funds with Field Engineer before any work may be rendered by the Provider. The Platform will provide a function that allows the Provider to request more hours, or additional fees for a project and subsequently provide the Customer the opportunity to accept such a request.

Refund of Upfront Payments. In situations where the Provider’s final invoice to the Customer is less than the maximum project fee paid by the Customer, Field Engineer will return the difference back to the Customer. Customer may also receive return of any upfront payments if the Customer cancels a project before an agreement is entered between Customer and a Provider.

Payment Information; Taxes. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions.

Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Service. You are responsible for providing us with a valid means of payment. User must keep current payment information on file with us and User’s account must be adequately funded to pay for any services rendered.

Payment Authorization. By agreeing to these terms, you are giving us permission to charge your on-file credit card, ACH, or other approved methods of payment for fees that you authorize us to satisfy.

Processing Fee Authorization. An applicable processing fee may be applied to payments to Providers prior to deposit in their bank account. By agreeing to these terms, you are giving us permission to charge this fee and are fully aware that it is part of the transaction between yourself and the Provider.

Customer Accounts. Funds that a Customer deposits into Customer’s Field Engineer account (“Customer Account”) is Customer’s and Customer can use it for Work Orders. When Customer creates a Work Order, the amount Customer wishes to pay to the Provider is deducted from Customer’s total available balance in the Customer Account and held in Field Engineer’s custodial account until the job is completed by the Provider or cancelled by Customer. Customer can withdraw available funds from its Customer Account at any time by following the instructions in your account.

Chargebacks. Customer acknowledges that Field Engineer has a dispute resolution process in the event you have a dispute concerning the services provided to you. Thus, once you accept a job as Complete, you waive your right to any refund for the services. If you have a dispute concerning any payment transaction, please contact our billing department. If, at any time, you contact your bank or credit card company to reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your User Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. We will not be liable for any loss of files, data or content as a result of a Chargeback. Without limiting other available remedies, Customer must pay Field Engineers upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one percent (1%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

Providers as 1099 Independent Contractors. Providers are 1099 Independent Contractors and are responsible for reporting their income to the IRS and paying taxes appropriately. Taxes will not be withheld for Providers. Customers agree to only post projects properly structured to ensure the classification of 1099 Independent Contractors is properly that of 1099 Independent Contractors. Providers will perform the Job as an independent contractor and nothing in this Agreement will be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Provider and Customer or between Field Engineer and any Providers or any Customers. Field Engineer, however, has no liability to the Providers or any Customers if a determination legal or otherwise is made by a federal, state or local agency or authority that any Customer is a joint employer of the Providers, or that the Providers are employees of Field Engineer and/or of the Customer.

8. How it Works

Customer posts a proposed project with specifications using a Work Order on the Platform. Through the Platform, Providers can submit bids for the Work Order. The Customer may accept the Providers proposal, or the parties can come to agreeable terms, and form a legally binding agreement with one another. All Work Orders are governed by our Work Order Terms which can be found here: http://fieldengineers.com/Work-Order-terms.

9. Our Relationship with Providers

Providers are independent professionals who offer to perform field engineering services for prospective Customers. They are not employees of Field Engineer. These terms do not create an agency, partnership, or joint venture. As such, Providers are not entitled to any benefits or insurance coverage carried by Field Engineer. We are not responsible and will not be liable for any injuries Providers may incur as a result of the field work you are providing to Customers.

Field Engineer is Not a Party to Contracts. Providers are not the employees or agents of Field Engineer. We are not involved in agreements between Users, including the Standard Work Order Terms. We merely provide the platform for which Providers and Customers can transact business. At no point may we be held liable for the actions or omissions of any Provider performing services for a Customer or for any injuries that may occur on the Customer’s premises.

Field Engineer Does Not Guarantee Results. Providing a service where Customers and freelance field engineers can meet does not imply an endorsement of any subscribing Provider. While we use commercially reasonable efforts to verify the identity and background of any Providers we do not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Provider. While we require Providers to maintain liability insurance, it is ultimately the Customer’s responsibility to determine whether such insurance is current, and meets the appropriate specifications for the Work Order. We encourage Customers to research any Provider before accepting services.

Customer Reviews. From time to time, Customers may submit reviews of Providers; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future matter. We will have no responsibility or liability of any kind for any User-Generated Content you encounter on or through the Website, and any use or reliance on User-Generated Content is solely at your own risk. We reserve the right, in our sole discretion, to suspend or terminate any Customer’s Account that abuses this review system or makes false reviews.