BY REGISTERING FOR AND USING THE FIELD AGENT WEBSITE AND APPLICATION, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE COMPANY YOU REPRESENT; (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR PAYPAL ACCOUNT IN ACCORDANCE WITH SECTION 4 OF THIS PARTICIPATION AGREEMENT; AND (4) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS OF THE PAYMENT SERVICE DESCRIBED IN SECTION 4 AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES. This Participation Agreement (the "Agreement") is between you and Field Agent (as defined below) and governs your and Field Agent's respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Site (as defined below).
For purposes of this Agreement, (a) "Field Agent", "we", "us" or "our" means Field Agent Inc., an Deleware Corporation, (b) "Site" means the Field Agent web site located at www.fieldagent.net, and any successor website thereto, including all services provided by us to you through the service platform on the Site, (c) "App" means the Field Agent iPhone app, (d) "Services" means any service that you sell, offer to sell, request, purchase, and/or provide on or through the Site, (e) "Affiliate" means any entity controlled by, in control of, or under common control with Field Agent, (f) "Client" means you, if you use the Site to request that an Agent perform Services, (g) "Agent" means you, if you use the Site or App to perform Services for a Client, and any successor or replacement websites.
This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Site from time to time (collectively, the "Policies" which are hereby incorporated by this reference into, and made part of, this Agreement). Field Agent reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site, at any time, at its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Site and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies.
YOUR CONTINUED USE OF THE SITE FOLLOWING FIELD AGENT'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT (INCLUDING TO ANY OF THE POLICIES INCORPORATED HEREIN), DO NOT CONTINUE TO USE THE SITE OR APP.
a. Registration: When you register with the Site or the App, you will be asked to provide us with, at a minimum, your name and a valid email address. Agents may also be asked to provide demographic information and certain tax information upon request. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.
b. Communication: You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Program and this Participation Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
c. Passwords and Account Use: You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password.
Field Agent provides a venue for third-party Clients and third-party Agents to enter into and complete transactions. Field Agent and its Affiliates act strictly as a liaison between Clients and Agents. As a result, we have no control over the quality, safety or legality of the Services, the ability of Agents to provide the Services to Clients' satisfaction, or the ability of Clients to pay for Services. We are not responsible for the actions of any Client or Agent. We do not conduct any screening or other verification with respect to Clients or Agents, nor do we provide any recommendations. As a Client or an Agent, you use the Site and the App at your own risk.
a. Clients in General: Upon completion of Services to Clients' reasonable satisfaction, Clients must pay Agents for their Services. As a Client, you agree that upon your approval of the Services performed by an Agent, payment will be remitted to the Agent (as described in Section 4 below). After you have approved the applicable Services, you are not entitled to any refund of your payment for such Services. If a Client is not reasonably satisfied with the Services, the Client may reject the Services. As a Client, you will be charged a fee for your use of Field Agent in connection with each request for Services. Please review the applicable Field Agent Fees contained in the Policies for all applicable fees associated with your use of the Site pursuant to this Agreement. All fees are in U.S. dollars unless stated otherwise. The Field Agent Fees may vary in the future. You agree to pay the amounts set forth in the Field Agent Fees from time to time on the terms set forth herein and therein, and to check the fees and terms each time you use the Site. You acknowledge that Agents are agreeing to perform Services for you as independent contractors and not employees. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 6, you should seek independent legal advice. Further, you agree that you will only accept work product from Agents that has been submitted through the Site.
b. Agents in General: You may only register once as an Agent with Field Agent. You may only access your Agent account from one device at any given time. Agents may perform Services for any Client in accordance with the specifications submitted by the Client. However, if the Services do not meet the Client's reasonable satisfaction, Field Agent may reject the Services and repost the specific request on behalf of the Client. As a Agent, the Client for whom you provide Services is your Client, and as such, you agree that the work product of any Services you perform is deemed a "work made for hire" for the benefit of the Client, and all ownership rights, including worldwide intellectual property rights, will vest with the Client immediately upon your performance of the Service. To the extent any such rights do not vest in Client under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to the Client. As an Agent you are performing Services for a Client in your personal capacity as an independent contractor and not as an employee of the Client or of Field Agent. You specifically acknowledge and agree to the following: (i) you will not use robots, scripts or other automated methods to complete the Services; (ii) you will submit all work product through the App only, and not directly to a Client, or to Field Agent; (iii) you will provide Clients for whom you perform Services with any information reasonably requested by them in connection with your performance of such Services; (iv) you are responsible for, and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (v) this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship between Agents and Clients, or Agents and Field Agent; (vi) you will not represent yourself as an employee or agent of a Client or Field Agent; (vii) you will not be entitled to any of the benefits that a Client or Field Agent may make available to its employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; and (viii) you are not eligible to recover worker's compensation benefits in the event of injury. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 5, you should seek independent legal advice.
c. Listing and Promotions Generally: As a Client or Agent, you may not sell, offer for sale, request, purchase, or provide any Service that violates applicable law or is prohibited by the Policies. Notwithstanding any provision of this Agreement, Field Agent will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Site (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Site and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).
d. Information and Feedback: You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognize and agree that Field Agent will implement mechanisms allowing us and others to track your requests for, or your performance of, Services and rate your performance as a Client or Agent, and Field Agent reserves the right to collect feedback regarding your performance and to post such feedback on the Site. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any information, feedback, content, data or other materials (collectively, "Materials") is at your own risk, and that none of Field Agent, its Affiliates, Clients or Agents has any obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to Field Agent and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site. For avoidance of doubt, if you are a Client, and if you create any tests, specifications, criteria lists or other programs for use on the Site to evaluate or otherwise select Agents, they will be considered Materials for purposes of this Agreement and may be used and/or referenced by us or other Clients and Agents pursuant to the license granted above.
e. Customer Service. Field Agent will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site, App and their features.
f. Disputes between Clients and Agents. Your use of the Site and App is at your own risk. Because Field Agent acts as a liaison between Clients and Agents, Field Agent will be involved in resolving any disputes between participants related to or arising out of the Services or any transaction, only to the level deemed necessary by Field Agent.
Field Agent or its Affiliates will process all payments made by Clients to Agents (the "Payment Service"). Client payments made through the Payment Service are received by Field Agent or its Affiliates on behalf of Agents, and may be disbursed only in accordance with the terms outlined below.
a. Prepaid Jobs. Each Client must prepay for work they intend on acquiring through the Services by funding Field Agent Prepaid Jobs ("Prepaid Jobs") with a credit card via PayPal or via funding a prepaid account. Prepaid Jobs are subject to the Field Agent Prepaid Jobs Terms and Conditions. Prepaid Jobs are maintained in a single Prepaid Job account for you solely for use of the Services. The amount of Prepaid Jobs funded must be at least equal to the total amount that will be owed to Agents upon completion and acceptance of the Services and any amounts payable to Field Agent in connection with Client's use of the Site. If the Prepaid Jobs are purchased with proceeds from a bank account, the Prepaid Jobs may not be available for use for up to four (4) days before such funds are available for disbursement to an Agent's Payment Account (defined below). After Client's acceptance of the Services, the Payment Service will debit the amount owed to each Agent from the Client's Payment Account, and credit each Agent's Payment Account that amount.
b. Jobs on Credit. Clients may request to be billed for work they intend on acquiring through the Services. Jobs on Credit are subject to the Field Agent Jobs on Credit Terms and Addendum. Purchase orders are required prior to jobs being processed with terms of 0% net 30. The amount of Jobs billed must be at least equal to the total amount that will be owed to Agents upon completion and acceptance of the Services and any amounts payable to Field Agent in connection with Client's use of the Site. After Client's acceptance of the Services, the Payment Service will debit the amount owed to each Agent from the Client's Payment Account, and credit each Agent's Payment Account that amount.
c. Disbursement of Funds to Agents: When Agents register with the App they are automatically registered with Field Agent. A payment account ("Payment Account") will automatically be established in conjunction with their registration on the Site. Agents may disburse funds from their Payment Account by the following method, at their option: (i) to PayPal. See our FAQs for more information. Funds will only be disbursed in compliance with applicable laws and regulations, including without limitation the United States Patriot Act and the regulations of the Office of Foreign Assets Control. Field Agent is under no obligation to disburse funds from an Agent’s Payment Account more than two years after the original transaction date, if no request for such disbursement exists. After two (2) years a twenty (20) percent service fee per month will be assessed on the account. We reserve the right to cancel your Payment Account for any reason.
d. Authorizations for PayPal Account: If you are a Agent, you hereby authorize Field Agent and its Affiliates, and any third party service Agents or agents acting on their behalf, to debit or credit your PayPal Account as applicable, (i) to transfer, disburse or process other payment transactions associated with the Services; and (ii) to settle payment for any fees that may be charged under this Agreement. In the event there is an error in the processing of any transaction described above, you authorize us to initiate debit or credit entries to your PayPal Account or your Payment Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations, and to make any inquiries we consider necessary to validate the error, which may include ordering a credit report, performing credit checks, or verifying the information you provide against third party databases. If we are unable to debit any PayPal Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other ACH-Enabled Bank Account you have (or, in the case of any fees that are owed under this Agreement, to deduct such amounts from the funds in your Payment Account). Your authorizations will remain in full force and effect until we receive written notification from you of any termination. Any termination will become effective as soon as we have had a reasonable amount of time to act on it, but in any event not later than thirty (30) days after written notice of termination is received by us in accordance with Section 12(e).
e. Restrictions and Limitations: We reserve the right to terminate or suspend any Payment Account, or to delay the availability of any Prepaid Jobs, transfer or disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that a Client or Agent is in violation of this Agreement. As a security measure, we reserve the right to restrict the transfer to Agents of any amounts held in a Client's Prepaid Job account for up to three (3) Business Days (as defined below) following any purchase. Other than a credit to an Agent's Payment Account for Services rendered by such Agent, amounts held in Payment Accounts cannot be transferred to other Clients or Agents. If Field Agent terminates this Agreement because you have violated the Policies then (i) any Services that have been completed by Agents but not yet accepted by you will be deemed accepted and the applicable payments will be remitted to the Agents and deducted from your Prepaid JOBS balance and (ii) your remaining Prepaid Jobs balance (if any) will become the property of Field Agent.
f. Our Liability: We (and our Affiliates) act only in the capacity of a payment processor in facilitating the transactions between Clients and Agents, and are not otherwise involved in the actual transactions. We will only be responsible for initiating purchases of Prepaid Jobs and the transfers or disbursements at the direction of Clients and Agents. We will be entitled to rely on the instructions of Clients and Agents without any further inquiry or liability whatsoever. We will not be liable if we are not able to complete a transaction for any reason, including, but not limited to,
g. Statements and Account Balances: All purchase of any Prepaid Jobs, making payments to an Agent or other payment transaction occurring with respect to a Payment Account will be reflected on the Site. In addition, you may access your transaction information (your "Activity History") online in the "Clients," and "View Transaction History" (or equivalent) areas of the Site at any time. You may access this feature only with a browser that is compatible with the Service, including any security features that are part of the Service. Interest will not be paid on Prepaid Jobs or any amounts held in Payment Accounts.
h. Transaction Errors: If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.
a. Taxes: You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any request for, or performance of Services, or your use of the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. You agree to provide Field Agent and its Affiliates with certain tax information upon request. YOU ALSO AGREE THAT FIELD AGENT AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.
b. Registrations: You agree that it is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services ("Permits"). YOU ALSO AGREE THAT FIELD AGENT AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.
c. Compliance with Laws: The Site and App may be used only for lawful purposes and in a lawful manner. You may not use the Site and App in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and Permits above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.
d. Investigation: Field Agent has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site and App. Field Agent may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.
a. Our Use of Data and Communications: Our Privacy Notice and this Agreement describe our collection, use, and disclosure of information associated with the Site and App, including how we handle personal information. In addition to the disclosures described in our Privacy Notice, we may disclose to Field Agent Affiliates your name, address, and data on Jobs you have completed for tax purposes. "Agent Tax Information" means tax identification information of Agents, such as a Social Security Number or Employer Identification Number, may be required if requested by Field Agent or its Affiliates. Agent Tax Information is used to fill out an IRS Form 1099 to send to applicable Agents. You hereby consent to disclosure of Agent Tax Information, Client Tax Information, and other data as described in this Section 6 and our Privacy Notice.
b. Your Use of Data and Communications: You may use information or other data acquired from your use of the Site and/ or App solely to the extent necessary for you to use the Site and/or App and for no other purpose, including but not limited to, for purposes of solicitation, advertising, marketing, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct.
c. Press Releases and Public Disclosures: You may generally publicize your use of the Site, however you may not issue any press release with respect to Field Agent the App or the Site, without Field Agent's express prior written consent.
THE SITE AND THE APP, THE PAYMENT SERVICE AND THE SITE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIELD AGENT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
a. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;
b. THAT THE SITE AND APP, THE PAYMENT SERVICE OR THE SITE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;
c. THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE AND APP WILL BE AS REPRESENTED BY CLIENTS OR AGENTS, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS OR AGENTS WILL PERFORM AS PROMISED; OR
d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
BECAUSE FIELD AGENT IS NOT INVOLVED IN TRANSACTIONS BETWEEN CLIENTS AND AGENTS OR OTHER PARTICIPANT DEALINGS, YOU HEREBY RELEASE FIELD AGENT AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CLIENTS, AGENTS, OR OTHER USERS OF THE SITE.
a. Indemnity and Defense. You will indemnify and hold harmless Field Agent and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity ("Claim") that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site.
b. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIELD AGENT AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE APP, THE PAYMENT SERVICE, THE SITE SERVICES, THE INABILITY TO USE THE SITE SERVICES, OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIELD AGENT'S OR ITS AFFILIATES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY FIELD AGENT IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
The Site and App is arranged, sponsored, and managed by Field Agent in the state of Arkansas, USA. The laws of the state of Arkansas govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in Fayetteville, Arkansas, except that, to the extent you have in any manner violated or threatened to violate Field Agent's intellectual property rights, Field Agent may seek injunctive or other appropriate relief in any state or federal court in the state of Arkansas, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
You may at any time elect to stop using the Site and App, provided that in discontinuing any Site or App activities, you must use Field Agent's standard functionality and further must abide by all applicable Field Agent Policies, Procedures and Guidelines. Field Agent, in its sole discretion, may terminate this Agreement, suspend access to the Site, or remove any Service listings immediately without notice for any reason.
a. Entire Agreement: This Agreement and the general terms and conditions of the Site and App, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
b. Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.
c. Severability: If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
d. No Waiver: We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. Field Agent's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Field Agent's right to subsequently enforce such provision or any other provisions of this Agreement.
e. Notices: All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.