Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and FieldSense, Inc. ("FieldSense," "we," "us," or "our") governing your access to and use of our services, including our FieldSense Autonomous Driving System (ADS), website, mobile applications, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

We may modify these Terms at any time by posting the updated Terms on our website. Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

2.1 FieldSense ADS

FieldSense ADS is an advanced autonomous driving system that uses physics-first perception technology to provide driving assistance and autonomous vehicle capabilities. Our system processes camera data using proprietary partial differential equation (PDE) solvers to enable real-time object detection, motion prediction, and path planning.

2.2 Service Components

• Software Platform: Core ADS software, physics engine, and perception algorithms
• Cloud Services: Data analytics, system monitoring, and software updates
• Support Services: Technical support, training, and maintenance
• Integration Services: Vehicle integration, calibration, and deployment assistance

2.3 Service Availability

We strive to maintain high service availability but do not guarantee uninterrupted access. Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

3.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years old and legally capable of entering into contracts
• Represent a legitimate business entity for commercial use
• Hold all necessary licenses and permits for autonomous vehicle operation
• Comply with all applicable laws and regulations in your jurisdiction
• Meet our technical and safety requirements

3.2 Account Registration

You must create an account to access certain Services. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials.

3.3 Verification Process

We may require additional verification for commercial accounts, including business registration documents, insurance certificates, and safety certifications.

4.1 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services solely for your internal business purposes in accordance with the terms of your service agreement.

4.2 Restrictions

You may not:

• Reverse engineer, decompile, or disassemble our software
• Create derivative works or modifications of our Services
• Use our Services to develop competing products
• Sublicense, resell, or distribute our Services without authorization
• Remove or modify any proprietary notices or labels
• Use our Services for illegal or unauthorized purposes

4.3 Intellectual Property

All intellectual property rights in the Services remain our exclusive property. This includes but is not limited to patents, copyrights, trademarks, trade secrets, and proprietary algorithms.

5.1 Safe Operation

You are responsible for:

• Ensuring all operators are properly trained and certified
• Maintaining vehicles in safe operating condition
• Following all traffic laws and safety regulations
• Implementing appropriate safety monitoring and override systems
• Conducting regular system maintenance and updates

5.2 System Integration

You must ensure proper integration of our Services with your vehicles, including correct sensor calibration, network connectivity, and safety system integration.

5.3 Data Security

You are responsible for implementing appropriate security measures to protect any data processed through our Services and for complying with applicable data protection laws.

5.4 Incident Reporting

You must promptly report any safety incidents, system malfunctions, or security breaches to FieldSense and relevant authorities as required by law.

6.1 Regulatory Compliance

You must comply with all applicable laws, regulations, and industry standards related to autonomous vehicle operation, including but not limited to NHTSA, DOT, and local transportation authority requirements.

6.2 Safety Standards

Our Services are designed to meet or exceed industry safety standards. However, you remain responsible for overall vehicle safety and must maintain appropriate backup systems and human oversight.

6.3 Insurance Requirements

You must maintain adequate insurance coverage for autonomous vehicle operation, including liability, property damage, and cyber security coverage as required by law or contract.

7.1 Data Collection

Our Services may collect vehicle telemetry, system performance data, and usage statistics as described in our Privacy Policy. We do not collect or store raw camera footage.

7.2 Data Usage

We may use aggregated and anonymized data to improve our Services, conduct research, and ensure system safety and performance.

7.3 Data Protection

We implement industry-standard security measures to protect data. For detailed information about our data practices, please refer to our Privacy Policy.

8.1 Fees and Charges

Service fees are specified in your individual service agreement. All fees are non-refundable unless otherwise specified in writing.

8.2 Payment Terms

Payment is due according to the terms specified in your service agreement. Late payments may result in service suspension and additional charges.

8.3 Taxes

You are responsible for all applicable taxes, duties, and government fees related to your use of the Services.

9.1 Limited Warranty

We warrant that our Services will perform substantially in accordance with their documentation under normal use conditions. This warranty is limited to the term specified in your service agreement.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.3 Performance Limitations

While our Services are designed to provide advanced autonomous capabilities, we do not warrant perfect performance in all conditions. System performance may vary based on environmental factors, vehicle condition, and other variables.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FIELDSENSE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to indemnify, defend, and hold harmless FieldSense and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Vehicle operation and safety incidents
• Third-party claims related to your use of the Services

12.1 Termination by You

You may terminate your account at any time by providing written notice according to your service agreement terms.

12.2 Termination by Us

We may terminate or suspend your access to the Services immediately for any breach of these Terms, safety violations, or as required by law.

12.3 Effect of Termination

Upon termination, your right to access and use the Services will cease immediately. We may delete your account data according to our data retention policies.

13.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising out of or related to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.4 Entire Agreement

These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between you and FieldSense regarding the Services.

13.5 Contact Information