Last Updated: August 6, 2026

‍These Terms of Service (the “Terms”) govern access to and use of the FieldOps platform, including the FieldOps web application, mobile applications, application programming interfaces, related software, documentation, support, and any associated services made available by Pocket Robot Inc. (“Pocket Robot,” “we,” “us,” or “our”) (collectively, the “Services”).

By creating an account, clicking to accept these Terms, executing an Order Form that references these Terms, or accessing or using the Services, you agree to be bound by these Terms. If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, you must not access or use the Services.

1. Acceptance, Eligibility, and Business Use

‍1.1 You must be at least 18 years old and legally capable of entering into a binding agreement.
‍1.2 The Services are intended primarily for business and organizational use. If you access or use the Services on behalf of a company, municipality, partnership, or other organization, that organization is the Customer and is responsible for compliance with these Terms by its Authorized Users.
‍1.3 If you use the Services in your personal capacity and not on behalf of an organization, references to “Customer” apply to you.
‍1.4 The individual accepting these Terms for a Customer represents and warrants that the individual has authority to bind the Customer. Pocket Robot may request reasonable evidence of that authority.

2. Definitions For these Terms:

‍“Authorized User” means an employee, contractor, consultant, or other individual whom Customer permits to access the Services through Customer’s account.
‍“Customer” means the person or organization that purchases, registers for, or is otherwise authorized to use the Services.
‍“Customer Account” means the company or organization environment through which Customer and its Authorized Users access the Services.
‍“Customer Administrator” means an Authorized User whom Customer permits to invite or remove users, assign roles, manage projects, manage billing or settings, or otherwise administer the Customer Account.
‍“Customer Data” means data, files, photographs, videos, coordinates, drawings, project records, feature records, assignments, reports, messages, account information, and other content submitted to, stored in, or created through the Services by or on behalf of Customer. Customer Data includes customer-specific project records created by Pocket Robot through Managed Services.
‍“Demo Content” means fictional sample projects, features, files, photographs, assignments, reports, users, or other content supplied by Pocket Robot for training, evaluation, demonstration, or onboarding.
‍“Managed Services” means human-delivered services performed by Pocket Robot, such as project setup, Service Drop entry, document organization, data import, locate administration, spreadsheet configuration, reporting configuration, or similar operational assistance.
‍“Order Form” means an online checkout record, quote, order, Enterprise agreement, statement of work, or other written or electronic ordering document accepted by Customer and Pocket Robot.
‍“Subscription Term” means the trial, monthly, annual, or other period during which Customer is authorized to use the Services.

3. Customer Accounts and Authorized Users

‍3.1 Customer must provide accurate, current, and complete registration, billing, and contact information and must keep that information updated.
‍3.2 Customer is responsible for:Managing its Authorized Users and Customer Administrators; Assigning appropriate roles and permissions; Promptly removing or deactivating users who should no longer have access; Maintaining the confidentiality and security of login credentials, devices, access tokens, and authentication methods;Reviewing access to projects, files, assignments, reports, and other Customer Data; andAll activity conducted through its Customer Account, except to the extent caused by Pocket Robot’s breach of these Terms.
‍3.3 Authorized Users must not share credentials or permit another person to use their account. Customer must promptly notify Pocket Robot of suspected unauthorized access, compromised credentials, or other security concerns.
‍3.4 Pocket Robot may rely on instructions and approvals provided by a Customer Administrator as authorized instructions of Customer. Customer is responsible for ensuring that Customer Administrators have appropriate authority.
‍3.5 If account ownership or administrative control is disputed, Pocket Robot may suspend administrative changes and require reasonable evidence of authority before transferring control or acting on disputed instructions.
‍3.6 Customer agrees that Pocket Robot may send service-related communications necessary to operate and administer the Services, including security notices, billing notices, account notices, operational messages, and notices of material changes. Promotional communications are subject to applicable consent requirements and may be unsubscribed from without affecting necessary service-related communications.

4. Multi-Tenant and Dedicated Environments

‍4.1 Unless an applicable Order Form expressly states otherwise, the Services are delivered through a multi-tenant architecture. Application, database, storage, computing, network, monitoring, and other infrastructure resources may be shared among multiple customers.
‍4.2 Pocket Robot maintains logical access controls and tenant-scoped authorization measures designed to segregate Customer Data from data belonging to other customers. Customer does not receive dedicated physical infrastructure, a dedicated database, dedicated storage, customer-managed encryption keys, private networking, or an independent release environment unless expressly stated in an Order Form.
‍4.3 Customer and its Authorized Users must not attempt to access, identify, retrieve, test, alter, or interfere with another customer’s account, tenant, projects, users, files, API resources, or Customer Data.
‍4.4 Certain Enterprise customers may purchase a dedicated application environment, database, storage account, mobile application variant, release channel, regional deployment, or other isolated infrastructure. Any such commitment applies only if expressly described in an Order Form, statement of work, data processing addendum, or service level agreement.
‍4.5 Customer-specific functionality may be delivered through configuration, feature entitlements, isolated modules, integrations, or dedicated infrastructure. Unless otherwise agreed in writing, Customer-specific functionality does not grant Customer ownership of the underlying FieldOps software, shared components, methods, or platform architecture.

5. Free Trials and Demo Content

‍5.1 Pocket Robot may offer a free trial for the duration and subject to the conditions displayed at signup. Trial availability, duration, features, usage limits, and eligibility may vary.
‍5.2 If payment information is collected and automatic conversion is clearly disclosed before the trial begins, the trial may convert to a paid subscription at the end of the trial unless cancelled before expiry. If automatic conversion is not disclosed, the trial will expire or become restricted unless Customer affirmatively selects a paid plan.
‍5.3 During a trial: The Services may be modified, restricted, or terminated at any time; No service level commitment applies unless expressly stated; Trial features may be incomplete or provided for evaluation only; and Customer remains responsible for safeguarding and exporting any Customer Data it wishes to retain.
‍5.4 Pocket Robot may create Demo Content in a trial or onboarding environment. Demo Content: Is fictional and does not represent actual field conditions;Must not be used for excavation, drilling, construction, safety, invoicing, regulatory, or other operational decisions; May be reset, changed, archived, or removed by Pocket Robot at any time; and May be excluded from plan limits, storage limits, usage calculations, and operational metrics.
‍5.5 Demo Content is owned by Pocket Robot or its licensors. Customer may use Demo Content only to evaluate or learn the Services.

6. Subscription Plans, Billing, and Taxes

‍6.1 Certain features require a paid subscription. Pricing, billing frequency, features, limits, storage, support, Managed Services allowances, and other plan details are those shown at checkout or in the applicable Order Form.
‍6.2 Subscription fees are billed in advance on a monthly, annual, or other stated basis. Customer authorizes Pocket Robot and its payment processors to charge the applicable payment method for recurring fees, taxes, and approved charges.
‍6.3 Unless otherwise stated, subscriptions automatically renew for successive periods equal to the then-current Subscription Term unless Customer cancels before renewal.
‍6.4 Customer may cancel through available account settings or by contacting Pocket Robot. Cancellation takes effect at the end of the current paid billing period unless otherwise stated. Customer will retain access through that period, subject to these Terms.
‍6.5 Subscription fees are non-refundable except where required by law or expressly stated in an Order Form. Pocket Robot may issue refunds or service credits in its discretion, but doing so once does not create an obligation to do so again.
‍6.6 If payment fails, Pocket Robot may retry the charge, notify Customer, restrict paid functionality, place the Customer Account in read-only mode, suspend access, or terminate the subscription after a reasonable opportunity to cure where practical.
‍6.7 Upgrades may take effect immediately and may be prorated. Downgrades normally take effect at the end of the current billing period and may result in loss of access to features, limits, or functionality.
‍6.8 Fees are exclusive of applicable sales, use, value-added, withholding, and similar taxes unless expressly stated otherwise. Customer is responsible for applicable taxes other than taxes based on Pocket Robot’s net income. Customer must provide valid exemption documentation where applicable.
‍6.9 Pocket Robot may change pricing on reasonable notice. Price changes will not affect the current prepaid billing period and will apply to a future renewal unless Customer cancels before the change takes effect.
‍6.10 Customer must not circumvent or abuse plan limits. If Customer exceeds a plan limit, Pocket Robot may require an upgrade, restrict the affected feature, charge an agreed overage, or provide a quote. Pocket Robot will not impose an unagreed Managed Services overage charge.

7. Managed Services

‍7.1 Certain plans and Order Forms may include Managed Services. Managed Services are separate from access to the software platform and may be subject to allowances, service descriptions, review, scheduling, and additional fees.
‍7.2 A Managed Services request is not accepted for performance merely because it is drafted or submitted. Pocket Robot may review the request and determine that it:Is included in Customer’s plan; Requires additional information; Exceeds an allowance;Requires a separate quotation; Is outside the scope of available services; or Cannot reasonably be performed.
‍7.3 Where the applicable Pro plan includes a Managed Services allowance, the allowance is one Standard project setup or up to 50 Service Drop locations per applicable billing period, not both, unless the checkout terms or Order Form state otherwise. The first request accepted as included work may establish the allowance category for that billing period.
‍7.4 Drafting, submitting, reviewing, cancelling, declining, or marking a request as quote-required does not consume an included allowance. An allowance is consumed only when Pocket Robot expressly accepts the request as included work.
‍7.5 Unused Managed Services allowances do not roll over unless expressly stated. Additional, complex, urgent, unusually large, or out-of-scope work may require a separate quote. Pocket Robot will not automatically charge additional Managed Services fees without Customer’s agreement.
‍7.6 Enterprise Managed Services capacity, locate administration, service targets, and included volumes are determined by the applicable Order Form and are not unlimited unless expressly stated.
‍7.7 Managed Services are performed using information, drawings, spreadsheets, files, locate documents, instructions, and approvals supplied by Customer. Customer is responsible for their accuracy, completeness, legality, and timely delivery.
‍7.8 Customer must review Managed Services deliverables before relying on them. Pocket Robot does not independently certify or verify engineering information, survey information, locate information, property records, addresses, measurements, quantities, permits, or field conditions unless expressly agreed in a separate written professional-services agreement.
7.9 Managed locate administration is an administrative information-management service. It does not make Pocket Robot a utility owner, utility locator, engineering firm, or statutory locate provider and does not replace legally required locate requests, renewals, site markings, or verification.
‍7.10 Estimated completion times are targets only unless an Order Form expressly creates a binding service level. Delays caused by incomplete information, Customer changes, third-party providers, regulatory processes, or events beyond Pocket Robot’s reasonable control may extend delivery times.

8. License and Use Restrictions

‍8.1 Subject to Customer’s payment of applicable fees and compliance with these Terms, Pocket Robot grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to permit its Authorized Users to access and use the Services for Customer’s internal business purposes.
‍8.2 Customer may use APIs only in accordance with Pocket Robot’s documentation, authentication requirements, rate limits, and written instructions.
‍8.3 Customer must not, and must not permit any person to:Resell, rent, lease, sublicense, distribute, or make the Services available to an unauthorized third party; Copy, modify, translate, or create derivative works of the Services except as expressly permitted; Reverse engineer, decompile, disassemble, discover source code, or attempt to derive underlying models, structures, or algorithms, except to the limited extent such restriction is prohibited by law; Remove or alter proprietary notices; Circumvent authentication, authorization, tenant separation, feature entitlements, rate limits, subscription limits, or security controls; Use the Services to build or benchmark a competing product without written permission; Access the Services through automated means except through authorized APIs; or Use the Services in violation of law, these Terms, or applicable third-party rights.

9. Customer Data and Privacy
‍9.1 As between the parties, Customer retains ownership of Customer Data. Pocket Robot retains ownership of the Services and all intellectual property that is not Customer Data.
‍9.2 Customer grants Pocket Robot and its subprocessors a limited, non-exclusive licence to host, copy, process, transmit, display, modify, back up, and otherwise use Customer Data only as reasonably necessary to: Provide and operate the Services; Perform Managed Services requested by Customer; Authenticate users and administer accounts; Maintain, secure, troubleshoot, and support the Services; Prevent fraud, abuse, and security incidents; Comply with law and enforce these Terms; and Improve the performance, reliability, usability, and safety of the Services.
‍9.3 Customer is responsible for:The accuracy, quality, legality, and appropriateness of Customer Data; Obtaining all rights, permissions, notices, and consents required to collect, upload, process, disclose, and use Customer Data; Providing legally required notices to employees, contractors, property owners, project contacts, and other individuals; Responding to requests concerning personal information where Customer is responsible under applicable law; and Ensuring its instructions to Pocket Robot comply with applicable law.
‍9.4 Customer must not upload or use the Services to process payment-card data, social insurance numbers, biometric identifiers, government identification records, health information, or other specially regulated or highly sensitive information unless Pocket Robot has expressly agreed in writing that the Services support that information.
‍9.5 Pocket Robot may generate and use aggregated or de-identified information derived from use of the Services, provided that the information does not reasonably identify Customer, an Authorized User, or an individual. Pocket Robot may use that information for analytics, security, capacity planning, benchmarking, service improvement, and business operations.
‍9.6 Pocket Robot may use third-party subprocessors for hosting, storage, payment processing, communications, diagnostics, support, mapping, and related functions. Pocket Robot will require subprocessors that process Customer Data to maintain appropriate confidentiality and security obligations.
‍9.7 Customer Data may be processed in Canada or other jurisdictions used by Pocket Robot and its subprocessors, as described in the Privacy Policy or an applicable Order Form. Information processed in another jurisdiction may be subject to lawful access by authorities in that jurisdiction.
‍9.8 Pocket Robot may disclose Customer Data where required by law, legal process, or a binding governmental request. Where legally permitted and reasonably practical, Pocket Robot will notify Customer before disclosure.
‍9.9 The collection, use, and disclosure of personal information by Pocket Robot are also governed by the FieldOps Privacy Policy and, where applicable, a data processing addendum.

10. Location and Workforce Information

‍10.1 The Services may process device location, coordinates, timestamps, assignments, photographs, activity records, and other information relating to Authorized Users or field operations when the relevant functionality is enabled or used.
‍10.2 Customer is responsible for determining whether and how location and workforce-related functionality is used and for providing all notices, policies, consents, collective-bargaining disclosures, and other information required by applicable law.
‍10.3 Customer must not use the Services for covert, unlawful, discriminatory, or disproportionate monitoring of employees, contractors, or other individuals.
‍10.4 Device location, GPS, network location, geocoding, and map coordinates may be inaccurate, unavailable, delayed, or affected by device settings, terrain, buildings, weather, connectivity, or third-party services. Customer must independently verify location information before operational reliance.11. Security and Security Incidents
‍11.1 Pocket Robot will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of Customer Data and the risks associated with its processing. Safeguards may include access controls, authentication controls, encryption in transit, tenant-scoped authorization, logging, backups, vulnerability management, and personnel confidentiality obligations.
‍11.2 No system can be guaranteed completely secure. Customer acknowledges the inherent risks of transmitting and storing information electronically.
‍11.3 Customer is responsible for properly configuring Authorized User access, protecting credentials and devices, installing supported updates, and promptly notifying Pocket Robot of suspected security incidents.
‍11.4 Pocket Robot will notify Customer without undue delay after confirming a security incident involving unauthorized access to or disclosure of Customer Data and will provide reasonably available information necessary for Customer to assess the incident.
‍11.5 The parties will reasonably cooperate in investigating and mitigating a confirmed security incident and in providing legally required notifications. Responsibility for regulatory and individual notifications will be determined by applicable law and the parties’ respective control of the affected information.

12. Support, Administrative Access, and Impersonation

‍12.1 Customer authorizes Pocket Robot personnel and approved service providers to access the Customer Account and Customer Data only as reasonably necessary to: Provide technical support;Investigate security, reliability, or performance issues; Perform Managed Services requested by Customer; Maintain, repair, test, and improve the Services;Administer subscriptions, billing, and plan entitlements; Assist with data migration, configuration, or onboarding; or Comply with law and enforce these Terms.
‍12.2 Support personnel may use administrative or impersonation functionality to view the Services from Customer’s tenant context. Such access does not transfer ownership or control of Customer Data to Pocket Robot.
‍12.3 Pocket Robot will limit administrative access to authorized personnel subject to confidentiality and security obligations. Administrative and impersonation activity may be logged for support, security, billing, and audit purposes.

13. Field Information, Maps, Locates, and Safety

‍13.1 The Services are project-management and information-management tools. They are not engineering, surveying, utility-locating, emergency-response, occupational-safety, legal, accounting, or other professional services.
‍13.2 Maps, imagery, coordinates, measurements, drawings, attachments, workflow statuses, quantities, reports, addresses, feature locations, locate documents, and other information displayed through the Services may be incomplete, delayed, outdated, inaccurate, or affected by user input or third-party data.
‍13.3 Customer is responsible for independently verifying all information before relying on it for: Excavation, drilling, plowing, boring, trenching, or construction;Utility work or damage prevention; Safety, emergency, or environmental decisions; Engineering, surveying, permitting, or inspection; Invoicing, payment, compliance, or regulatory submissions; or Any other field or operational activity that could result in injury, property damage, service interruption, financial loss, or legal liability.
‍13.4 The Services do not replace legally required utility locate requests, on-site markings, permits, inspections, engineering review, safe-work procedures, traffic control, hazard assessments, or professional advice.
‍13.5 Customer must not use the Services as the sole system for emergency response, life-safety, or other uses where failure or delay could reasonably be expected to cause death, personal injury, or severe environmental or property damage.

14. Confidentiality

‍14.1 “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, product plans, security information, business methods, pricing, technical information, and trade secrets.
‍14.2 Confidential Information does not include information that the receiving party can demonstrate:Is or becomes public through no breach of these Terms; Was lawfully known without confidentiality obligation before disclosure;Is received lawfully from a third party without confidentiality obligation; orIs independently developed without use of the disclosing party’s Confidential Information.
‍14.3 The receiving party will:Use Confidential Information only to perform or exercise rights under these Terms; Protect it using at least reasonable care; Disclose it only to personnel, contractors, professional advisers, and subprocessors who need to know it and are bound by appropriate confidentiality obligations; and Not disclose it to other persons without the disclosing party’s written consent.
‍14.4 A receiving party may disclose Confidential Information if required by law, provided it gives advance notice where legally permitted and reasonably cooperates, at the disclosing party’s expense, with efforts to limit the disclosure.
‍14.5 These confidentiality obligations survive termination for three years, except that obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.

15. Third-Party Services and Integrations

‍15.1 The Services may rely on or integrate with third-party providers, including cloud hosting, storage, mapping, geocoding, satellite imagery, payment processing, email, push notifications, diagnostics, identity providers, mobile operating systems, and app stores.
‍15.2 Third-party services may be subject to separate terms and privacy practices. Pocket Robot is not responsible for third-party services beyond its reasonable control and does not guarantee their availability, accuracy, or continued compatibility.
‍15.3 If Customer enables an integration or instructs Pocket Robot to transmit Customer Data to a third party, Customer authorizes the transmission and is responsible for the third-party account, permissions, and legal basis for that disclosure.
‍15.4 Pocket Robot may modify, suspend, or discontinue an integration if the third-party provider changes or discontinues its service, if continued operation creates security or legal risk, or if the integration is no longer commercially reasonable.

16. Service Availability, Maintenance, and Changes

‍16.1 Pocket Robot aims to provide reliable access but does not guarantee continuous, uninterrupted, error-free, or loss-free operation unless an applicable service level agreement expressly states otherwise.
‍16.2 Pocket Robot may perform scheduled or emergency maintenance, deploy updates, correct errors, and make changes necessary for security, reliability, legal compliance, compatibility, or product improvement.
‍16.3 During a current paid Subscription Term, Pocket Robot will not intentionally materially reduce the overall core functionality of the purchased plan without reasonable notice, except where required for security, legal compliance, third-party service changes, or prevention of harm.
‍16.4 Beta, preview, experimental, trial, and early-access features may be changed, suspended, or discontinued at any time and may not be covered by support commitments, warranties, or service levels.
‍16.5 Pocket Robot may impose reasonable technical limits, rate limits, storage limits, file-size limits, and safeguards to protect the Services and other customers.

17. Acceptable Use

Customer and its Authorized Users must not:Access or attempt to access another customer’s tenant, data, projects, users, files, or resources;Probe, scan, or test the vulnerability of the Services without Pocket Robot’s prior written authorization; Bypass security, authentication, authorization, tenant separation, rate limits, or subscription controls; Upload malware, malicious code, corrupted files, or content intended to disrupt or damage systems;Interfere with the integrity, availability, performance, or operation of the Services;Use scraping, bots, crawlers, or automated tools except through an authorized API; Upload or process unlawful, defamatory, fraudulent, infringing, deceptive, or harmful content; Violate privacy, employment, workplace-monitoring, intellectual-property, export-control, sanctions, or other applicable laws; Impersonate another person or misrepresent authority or affiliation; Use the Services to harass, discriminate against, or unlawfully monitor another person; Circumvent, manipulate, or abuse plan, storage, usage, or Managed Services limits; or Assist another person in doing any of the above. Pocket Robot may investigate suspected violations and may preserve or disclose information where reasonably necessary to protect the Services, customers, third parties, or comply with law.

18. Suspension and Termination

‍18.1 Customer may stop using the Services at any time and may cancel a subscription as described in Section 6.
‍18.2 Pocket Robot may suspend or restrict access immediately where reasonably necessary to: Address a security threat or suspected unauthorized access; Prevent harm to another customer, third party, or the Services; Comply with law or a binding governmental request; Respond to fraudulent, abusive, or unlawful activity; Address material overuse or interference with system operations; or Address overdue payment.
‍18.3 Where practical and the issue is capable of cure, Pocket Robot will provide notice and a reasonable opportunity to cure before terminating a paid Customer Account for breach.
‍18.4 Pocket Robot may terminate these Terms or a Customer Account if Customer materially breaches these Terms and does not cure the breach within the stated cure period, if continued use creates unacceptable security or legal risk, or if Customer becomes insolvent or ceases business operations.
‍18.5 Pocket Robot may terminate or discontinue a free trial at any time. If Pocket Robot terminates a paid subscription for convenience and not because of Customer’s breach, Pocket Robot will provide reasonable notice and refund any prepaid fees covering the unused period after termination.
‍18.6 Upon termination or expiry: Customer’s right to access and use the Services ends, subject to any limited export period; Customer remains responsible for fees accrued before termination; Pocket Robot may disable integrations, tokens, and user access; and Sections that by their nature should survive will remain in effect.

19. Data Export, Retention, and Deletion

‍19.1 During the Subscription Term, Customer may access and export Customer Data using functionality then available in the Services.

‍19.2 For 30 days after termination or expiry, Customer may request a commercially reasonable export of Customer Data in a format Pocket Robot then supports, provided the request is not prohibited by law, does not create unreasonable security risk, and all undisputed fees are paid.
‍19.3 After the export period, Pocket Robot may delete Customer Data from active systems, subject to legal obligations, security requirements, dispute preservation, and normal backup-retention processes.
‍19.4 Residual copies may remain in backups, logs, or disaster-recovery systems until deleted or overwritten through normal retention cycles. Pocket Robot is not required to restore data from backup solely to provide an export after the export period.
‍19.5 Customer Administrators and Authorized Users may modify or delete Customer Data according to their permissions. Pocket Robot is not responsible for authorized deletions, overwrites, or changes made through the Customer Account.
‍19.6 Pocket Robot may retain aggregated or de-identified information that does not reasonably identify Customer or an individual.

20. Intellectual Property and Feedback

‍20.1 Pocket Robot and its licensors own all right, title, and interest in and to the Services, including software, source code, object code, APIs, interfaces, designs, workflows, documentation, templates, branding, trademarks, methods, inventions, and improvements.
‍20.2 Except for the limited rights expressly granted in these Terms, no intellectual-property rights are transferred to Customer.
‍20.3 Customer-specific project records, files, and content created through Managed Services are Customer Data. Pocket Robot retains ownership of its pre-existing tools, templates, libraries, utilities, generalized workflows, methods, know-how, and reusable components used to create or manage that Customer Data.
‍20.4 If Customer provides suggestions, ideas, or feedback, Customer grants Pocket Robot a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation, provided Pocket Robot does not identify Customer as the source without permission.
‍20.5 Customer may not use Pocket Robot’s names, trademarks, or logos except as expressly authorized. Pocket Robot will not publicly use Customer’s name or logo as a customer reference without permission, except as otherwise agreed in an Order Form.

21. Disclaimer of WarrantiesTO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, MANAGED SERVICES, DEMO CONTENT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”POCKET ROBOT DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, AND ERROR-FREE OPERATION.POCKET ROBOT DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S PARTICULAR OPERATIONAL, REGULATORY, SAFETY, ENGINEERING, SURVEYING, LOCATING, ACCOUNTING, OR BUSINESS REQUIREMENTS; THAT DATA WILL BE ACCURATE OR COMPLETE; OR THAT DEFECTS WILL BE CORRECTED WITHIN A PARTICULAR TIME.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

22. Limitation of Liability

‍22.1 TO THE FULLEST EXTENT PERMITTED BY LAW, POCKET ROBOT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, OR BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSSES ARISING FROM CUSTOMER’S OPERATIONAL RELIANCE ON UNVERIFIED INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
‍22.2 TO THE FULLEST EXTENT PERMITTED BY LAW, POCKET ROBOT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, MANAGED SERVICES, OR THESE TERMS WILL NOT EXCEED THE GREATER OF:The fees paid or payable by Customer to Pocket Robot for the Services during the 12 months immediately preceding the event giving rise to the claim; or CAD $500 if no fees were paid.
‍22.3 The limitations in this Section apply regardless of legal theory, whether in contract, tort, negligence, strict liability, statute, or otherwise, and apply in the aggregate to all claims and events.
‍22.4 Customer’s payment obligations and indemnification obligations are not limited by this Section.
‍22.5 Nothing in these Terms limits liability to the extent it cannot lawfully be limited. An Order Form may state a different liability cap for a particular Enterprise Customer.

23. Indemnification
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‍23.1 Customer will defend, indemnify, and hold harmless Pocket Robot, its affiliates, and their officers, directors, employees, contractors, and agents from and against third-party claims, damages, losses, liabilities, judgments, penalties, costs, and reasonable legal fees arising from or relating to:Customer Data; Customer’s or an Authorized User’s breach of these Terms; Misuse of the Services; Customer’s violation of law or third-party rights; Customer’s collection, monitoring, use, or disclosure of personal information; Customer’s field operations or reliance on unverified maps, coordinates, measurements, drawings, locate information, or project records; or Acts or omissions of Customer’s Authorized Users, contractors, or representatives.
‍23.2 Pocket Robot will promptly notify Customer of a claim for which indemnification is sought, provided delayed notice will relieve Customer only to the extent materially prejudiced by the delay.
‍23.3 Customer may control the defence and settlement with counsel reasonably acceptable to Pocket Robot. Customer may not settle a claim in a manner that admits fault by Pocket Robot, imposes non-monetary obligations on Pocket Robot, or does not fully release Pocket Robot without Pocket Robot’s written consent.
‍23.4 Pocket Robot will reasonably cooperate at Customer’s expense and may participate in the defence with counsel of its choice at its own expense.

24. Changes to These Terms

‍24.1 Pocket Robot may update these Terms from time to time. The updated Terms will identify a new “Last Updated” date.
‍24.2 Pocket Robot will provide reasonable advance notice of material changes by email, in-product notice, website notice, or another reasonable method, except changes required immediately for law, security, or prevention of abuse.
‍24.3 Changes will not retroactively alter rights or obligations arising before their effective date. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
‍24.4 If Customer does not agree to updated Terms, Customer must stop using the Services and cancel before the changes take effect. An Order Form may provide additional rights concerning materially adverse changes.

25. General Terms

25.1 Order of Precedence. If documents conflict, a data processing addendum controls only regarding processing of personal information; an Order Form or statement of work controls regarding the specific commercial terms or Managed Services it addresses; a service level agreement controls regarding service levels; and these Terms control in all other respects. Online marketing descriptions are subordinate to the applicable Order Form and these Terms.
‍25.2 Entire Agreement. These Terms, the Privacy Policy, any applicable Order Form, statement of work, data processing addendum, and service level agreement form the entire agreement between the parties concerning the Services and replace prior or contemporaneous agreements on the same subject.
‍25.3 Assignment. Customer may not assign or transfer these Terms without Pocket Robot’s prior written consent. Pocket Robot may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, sale of assets, or change of control, provided the assignee assumes Pocket Robot’s obligations.
‍25.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, labour disputes, internet or telecommunications failures, utility outages, governmental action, epidemics, cloud-provider outages, app-store disruption, or third-party service failure. This Section does not excuse Customer’s obligation to pay amounts already due.
‍25.5 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship.
‍25.6 No Third-Party Beneficiaries. These Terms do not create rights for any person other than the parties and permitted successors and assigns.
‍25.7 Waiver. A waiver must be in writing and applies only to the specific instance stated. Failure to enforce a provision is not a waiver.
‍25.8 Severability. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.
‍25.9 Notices. Pocket Robot may provide notices electronically through the Services, by email to Customer’s account contact, or through another reasonable method. Customer must send legal notices to the address or email in Section 27. Notices are effective when delivered, except where applicable law requires another rule.
‍25.10 Electronic Acceptance. Electronic acceptance, electronic signatures, and electronic records have the same effect as paper originals and handwritten signatures to the extent permitted by law.
‍25.11 Headings. Headings are for convenience and do not affect interpretation.
‍25.12 Survival. Provisions concerning fees, confidentiality, Customer Data, security incidents, intellectual property, disclaimers, liability, indemnification, data retention, governing law, and any other provisions that by their nature should survive will survive termination.

26. Governing Law and Jurisdiction
‍26.1 These Terms are governed by the laws of the Province of Manitoba and the federal laws of Canada applicable in Manitoba, without regard to conflict-of-law principles.
‍26.2 Subject to any mandatory law or written dispute-resolution provision in an Order Form, the parties submit to the exclusive jurisdiction of the courts located in Winnipeg, Manitoba.
‍26.3 Before commencing formal proceedings, the parties will make reasonable good-faith efforts to resolve the dispute through business representatives, except where urgent injunctive or protective relief is required.

27. Contact

Questions, support requests, legal notices, and privacy inquiries may be directed to:
‍
‍Pocket Robot Inc.
319 Dumaine Road
Ile Des Chenes, MB, Canada
info@pocketrobot.ca