Terms of Service
1. Introduction and Acceptance
These Terms of Service ("Terms") govern access to and use of FieldVault, a product of Next313, a registered d/b/a of Dignetix Ltd, a Michigan corporation ("FieldVault," "we," "us," or "our"), available at fieldvault.app (the "Service").
By creating an account, accessing, or using the Service, you agree to these Terms and our Privacy Policy, each incorporated by reference. If you do not agree, do not use the Service.
If you use the Service on behalf of an organization (a "Customer"), you represent that you are authorized to bind that organization to these Terms, and "you" refers to that organization. If you use the Service under an individual Personal account, "you" refers to you.
Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is currently offered in beta; you may sign up directly where self‑serve sign‑up is offered on our site, or join by invitation or through our waitlist.
2. Definitions
- "Customer Content" — data, files, and materials a Customer, a Personal account holder, or their Users submit to or generate in the Service, including gear items, kits, jobs, crew records, sites, assignments, event history, and uploaded photos or documents.
- "Data Processing Addendum (DPA)" — the addendum describing our processing of personal data on the Customer's behalf, where applicable — see our DPA.
- "Order" — the plan, seat/workspace counts or Personal tier, term, and fees selected at sign‑up or through the Service's billing settings.
- "Personal Account" — an individual, non‑organizational account used to track one's own equipment, subject to the usage limits of its tier (Free, Standard, or Premium).
- "Seat" — a licensed user position within a Business workspace. Business tiers include a defined number of seats and workspaces, as described on our pricing page.
- "User" — any individual who accesses the Service under a Customer's or Personal account, including administrators and members.
3. The Service and License Grant
The Service is provided as SaaS. Subject to these Terms and timely payment of applicable fees, we grant you a limited, non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Service during the subscription term for your internal business purposes (Business accounts) or personal use (Personal accounts), within the limits of your Order.
Reservation of rights. The Service is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Service and all related software, technology, and intellectual property.
Changes to the Service. We may improve, modify, add, or remove features over time. We will not make changes that materially degrade core functionality during a paid term without reasonable notice where practicable.
Beta services. The Service is currently offered in beta, and features identified as beta or preview may contain bugs, errors, interruptions, or inaccuracies. Beta features are provided as-is, without service commitments or warranties of any kind, and may be changed or withdrawn at any time.
4. Accounts, Seats, and Roles
Account information and security. You must provide accurate account information and keep credentials secure. You are responsible for activity under your account and Users. You may authenticate via a magic‑link email or "Sign in with Microsoft"; you are responsible for controlling access to the inbox or Microsoft identity used to sign in.
Seats and roles. In a Business workspace, access is provisioned by the Customer and the roles it assigns (for example, Admin and Member). Administrators control their workspace, its Users, content, and settings; we act on administrator instructions and are not responsible for their access decisions.
Workspace administrator authority. The individual who creates a Business workspace is designated as its initial Workspace Administrator. Workspace Administrators may invite, remove, suspend, and manage Users; assign roles and permissions; access, modify, export, and delete workspace content; configure workspace settings; manage subscriptions and billing; and make decisions regarding the retention, export, and deletion of Customer Content. We may rely on instructions provided by a Workspace Administrator as instructions from the Customer.
Organizational memberships. Your membership in a Business workspace, and the workspace content associated with it, are controlled by the Customer that administers that workspace. The Customer may suspend, remove, or reassign workspace memberships in accordance with its own policies, and retains its workspace content when it does so. If you access the Service through a Business workspace, your use of the Service is also subject to the policies and instructions of that Customer. Items you mark as personally owned are treated as described in the "Personal items" paragraph below and in our Privacy Policy.
Administrator succession. The Customer may designate replacement Workspace Administrators at any time. If a workspace no longer has an active administrator, we may require reasonable evidence of organizational authority before granting administrative access to another individual.
Your security responsibilities. You are responsible for: maintaining strong credentials and controlling access to the sign-in methods used with your account; managing administrator access appropriately; promptly removing Users who leave your organization; securing the devices used to access the Service; configuring roles, permissions, and visibility settings appropriately; and using the Service in compliance with applicable law.
Personal items. A Business workspace may allow individual Users to mark items as personally owned rather than company property. By default those items remain visible to the item's owner and to the workspace's admins; an admin can disable that default visibility for the workspace.
5. Free Trial
We may offer a free trial period on Business plans, the length and terms of which are presented at sign‑up. At the end of the trial, an active paid subscription is required to continue using paid functionality. Trial data is not deleted merely because a trial ends; access to paid features is suspended until a subscription is activated, after which previously created data becomes accessible again. We may modify or discontinue trials at any time.
6. Fees, Billing, and Taxes
Fees. Paid plans are billed on the terms presented at the time of purchase and in your Order. Business plans are billed on a seat/workspace basis; Personal paid tiers are billed annually. Personal Free and any free Viewer‑style access carry no fee.
Payment processing. Payments are handled by our third‑party payment processor, Stripe. You authorize us and Stripe to charge the payment method on file for all applicable fees, including renewals.
Renewal. Subscriptions automatically renew for successive terms of the same length unless cancelled before the end of the then‑current term.
Price changes. We may change pricing prospectively, effective upon renewal, with reasonable advance notice.
Taxes. Fees are exclusive of taxes. You are responsible for applicable sales, use, and similar taxes, excluding taxes on our net income.
Non‑payment and refunds. Fees are non‑refundable except as required by law or expressly stated. We may suspend access for overdue amounts after reasonable notice, as described in Section 14.
7. Customer Content
Ownership. As between the parties, you retain all rights to your Customer Content. We claim no ownership of it.
License to operate. You grant us a limited, worldwide, royalty‑free license to host, store, process, transmit, display, and back up Customer Content solely to provide, secure, support, and improve the Service. Our handling of personal data within Customer Content is governed by the Privacy Policy and any applicable DPA.
Your responsibility. You are responsible for the accuracy, quality, and legality of Customer Content and for having the necessary rights and consents to submit it, including any photos of people incidentally captured in equipment images. You are responsible for maintaining your own copies; while we maintain backups, the Service is not a substitute for your own retention.
8. Acceptable Use
You must not use the Service to upload or transmit content that is unlawful, infringing, malicious, defamatory, or sexually exploitative of minors; is regulated or highly sensitive personal data (such as payment card numbers, government IDs, or protected health information) beyond what the Service is designed to hold; or otherwise violates law.
You must not: impersonate another person or entity; attempt to breach, test, or circumvent the Service's security, authentication, or tenant‑isolation controls; access another organization's data without authorization; probe or penetration‑test the Service without our written consent; reverse‑engineer or decompile the Service; or scrape or harvest data except through functionality we provide.
You must use the Service reasonably and not impose an unreasonable load on our infrastructure. To report a suspected violation, security issue, or abuse, contact help@fieldvault.app. We may investigate suspected violations and may remove content or restrict use as described in Section 14.
9. Artificial Intelligence Features
The Service includes an AI‑assisted photo‑recognition feature (on plans that include it) that identifies equipment from photos you upload and proposes inventory records for your review before anything is saved. This feature operates within your role‑ and tenant‑based permissions and does not provide access to data you could not otherwise see.
AI outputs may be inaccurate or incomplete and are provided for your convenience; you are responsible for reviewing and confirming each suggestion before it becomes part of your inventory, and for reviewing AI‑generated results before relying on them operationally, commercially, or for safety‑related decisions. As stated in our Privacy Policy, we do not use Customer Content to train artificial‑intelligence models.
10. Privacy and Data Protection
Our collection and use of personal information is described in the Privacy Policy. For account and website data we act as a controller; for Customer Content stored in a workspace we act as a processor on your behalf, governed by these Terms and any applicable DPA.
We use vetted sub‑processors to operate the Service, including Supabase (database, authentication, storage), Microsoft Azure (hosting), Microsoft 365 (transactional email), Anthropic (AI‑assisted photo recognition), Google Maps Platform (address autocomplete), and Stripe (payments). We maintain tenant isolation via row‑level security and encrypt data in transit and at rest.
11. Intellectual Property
The Service, including all software, designs, text, graphics, and the FieldVault, Next313, and Dignetix names and logos, is owned by us or our licensors and protected by intellectual‑property laws. Except for the limited rights expressly granted, no IP rights are transferred to you.
Feedback. If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty‑free license to use it without restriction or obligation to you.
12. Third‑Party Services
The Service interoperates with third‑party providers, including Google Maps Platform for address autocomplete and Stripe for payments. We do not control and are not responsible for third‑party services, and your use of them is governed by their own terms.
13. Confidentiality
Each party may access the other's non‑public information. Each party will protect the other's Confidential Information using reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by confidentiality.
14. Suspension, Term, and Termination
We may suspend access, in whole or in part, if: (a) amounts are overdue; (b) we reasonably believe the Service is being used in violation of these Terms or in a way that threatens security or other users; or (c) suspension is required by law. We will provide notice where practicable.
You may stop using the Service or cancel at any time, effective at the end of the then‑current paid term. We may terminate or suspend for material breach not cured within 30 days of notice.
Effect of termination. Upon termination, your right to access the Service ends. For 30 days after termination, you may request an export of your Customer Content using the Service's export tools or by contacting us; you are solely responsible for exporting your Customer Content before termination or expiration. Thereafter, we delete Customer Content as described in the Privacy Policy (workspace content deleted within 90 days of account closure; backups may persist up to 30 days), except where retention is legally required.
15. Warranties and Disclaimers
Each party warrants it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR‑FREE.
16. Indemnification
You will defend, indemnify, and hold harmless FieldVault and Dignetix Ltd and their personnel from third‑party claims, damages, and costs (including reasonable legal fees) arising from your Customer Content, your use of the Service, or your breach of these Terms.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
18. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Michigan, USA, without regard to conflict‑of‑laws rules. Before formal proceedings, the parties will attempt in good faith to resolve any dispute informally by contacting us at legal@dignetix.com.
Any dispute not resolved informally will be resolved exclusively by final and binding arbitration seated in Michigan, USA, administered by the American Arbitration Association (AAA) under its Commercial (or, for individual Personal accounts, Consumer) Arbitration Rules, rather than in court. You and we waive any right to a jury trial and agree that any dispute will be brought only in an individual capacity, not as part of a class, collective, or representative proceeding. Either party may seek injunctive relief in court for matters relating to intellectual property, confidentiality, or unauthorized access, and either party may bring qualifying claims in small‑claims court.
19. Changes to These Terms
We may update these Terms. We will change the "Last updated" date and, for material changes, provide notice by email or in the Service before they take effect. Continued use after changes take effect constitutes acceptance.
20. General
Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger or acquisition. We may assign or transfer these Terms and the DPA, in whole or in part, without your consent, to an affiliate or in connection with a merger, acquisition, or sale of assets relating to the Service.
Entire agreement. These Terms, the Privacy Policy, any DPA, and the applicable Order are the entire agreement between us and supersede prior agreements on the subject.
Severability; waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.
Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
Notices. Legal notices to us must be sent to legal@dignetix.com; we may give notice to you via the Service or your account email.
Relationship; export and sanctions. The parties are independent contractors. You will comply with applicable export‑control and economic‑sanctions laws and will not use the Service in violation of them.
Survival. Sections concerning confidentiality, intellectual property, fees and payment obligations, indemnification, limitations of liability, dispute resolution, and data retention and deletion survive termination or expiration of these Terms.
21. Contact
Questions about these Terms: legal@dignetix.com.