Client Terms of Service
PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, A BINDING ARBITRATION PROVISION, AND A CLASS ACTION WAIVER. BY SUBMITTING PAYMENT OR RESEARCH QUESTIONS THROUGH FIELDNOTES, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THE THEN-CURRENT VERSION OF THESE TERMS.
FieldNotes is operated by FieldNotes, Inc., a Delaware corporation ("FieldNotes," "we," "us," or "our"). These Terms govern your access to and use of FieldNotes expert interview and consultation services (the "Services"). The Services are offered only to users located within the United States. If you access or use the Services from outside the United States, you do so on your own initiative and at your own risk, and you remain fully bound by these Terms.
1. Description of Service
The Services provide access to on-demand expert interview research and consultation. Clients may either: (a) submit written research questions ("Questions"), which FieldNotes uses as the primary research agenda to conduct a structured interview with a qualified subject matter expert ("Expert") and which FieldNotes delivers to the Client as a branded PDF transcript (a "Transcript"); or (b) book scheduled call time to participate directly in a consultation with an Expert (a "Direct Consultation"). Direct Consultations may also be recorded and delivered as a Transcript. FieldNotes makes no representation or warranty regarding the availability of any particular Expert, the scheduling or completion of any engagement, or any timeframe for delivery. Completion of any engagement is contingent on the identification and availability of a suitably qualified Expert at FieldNotes' sole determination. Engagements conducted through the Services also build the FieldNotes Library: as described in Section 7.5, Transcripts — in a form scrubbed of client identity — may be retained by FieldNotes and made available to other FieldNotes clients and subscribers.
In conducting interviews and Direct Consultations, FieldNotes may pose facilitative follow-up questions to elicit complete and responsive answers from the Expert, consistent with the Client's stated research agenda. Such questions are asked in service of the Client's Questions and at FieldNotes' professional discretion. The Services do not constitute legal, investment, financial, medical, or other professional advice, and no professional-client relationship of any kind is created through use of the Services. Transcript content and Expert statements reflect solely the views of the Expert and shall not be attributed to or construed as the views of FieldNotes. FieldNotes does not independently verify, endorse, or warrant the accuracy or completeness of any Expert statement. You are solely responsible for any decision made in reliance on the Services or any Transcript.
2. Eligibility
The Services are intended solely for users who are eighteen (18) years of age or older and who are accessing the Services in a professional or business capacity. By accessing or using the Services, you represent and warrant that you satisfy these eligibility requirements and that, where applicable, you have authority to bind the business entity on whose behalf you are acting. Use of the Services is void where prohibited by applicable law.
3. Payment
FieldNotes operates on a pay-as-you-go basis. To use the Services, you must have a valid payment method on file, which may be a credit card or an approved invoicing arrangement. By providing a payment method, you authorize FieldNotes to charge the applicable fee upon the occurrence of a charge trigger event for your engagement. A charge trigger event occurs upon FieldNotes' completion and delivery of an engagement, including delivery of a Transcript or completion of a Direct Consultation, or, where you have elected to review and approve a specific Expert before the engagement is conducted, upon your approval of that Expert. Submitting a request does not by itself incur any charge, and no fee is charged for any request that FieldNotes does not complete. All fees are stated and payable in US dollars and are exclusive of any applicable taxes, levies, or duties, which are your sole responsibility. For clients billed by invoice, fees are invoiced on a consolidated basis with payment due within thirty (30) days; if any invoiced amount remains unpaid past its due date, FieldNotes may decline to fulfill new requests and may withhold delivery of completed Transcripts until the outstanding balance is paid in full. FieldNotes reserves the right to modify pricing at any time and without prior notice. You agree not to initiate any chargeback, payment dispute, or reversal with respect to any fee properly charged under these Terms, and you acknowledge that any such action shall constitute a breach of these Terms.
4. Fees and Non-Fulfillment
Because FieldNotes charges only upon a charge trigger event, no fee is incurred for any request that FieldNotes does not complete or, where applicable, that you do not approve. FieldNotes makes no guarantee that any request will result in a completed interview, Direct Consultation, or delivered Transcript, and FieldNotes is under no obligation to fulfill any request. Without limitation, FieldNotes may be unable to fulfill requests that are narrow, specialized, or otherwise impractical to staff with a suitably qualified Expert, and FieldNotes shall have no liability for any request it does not fulfill. All fees properly charged for completed engagements are non-refundable. Your sole remedy for dissatisfaction with the Services is to discontinue use of the Services.
5. Delivery
FieldNotes does not represent, warrant, or guarantee delivery of any Transcript within any specific timeframe. Completion and delivery of Transcripts are subject to Expert availability, scheduling, and other factors outside FieldNotes' control. No delivery commitment of any kind shall be inferred from any marketing materials, prior communications, or prior course of dealing with FieldNotes.
6. Expert Representations and Verification
Experts engaged through FieldNotes are independent contractors and are not employees, agents, or representatives of FieldNotes. As part of FieldNotes' onboarding process, each Expert agrees to FieldNotes' expert terms and represents, among other things, that the information they provide regarding their background and employment history is true and accurate, that their participation does not violate any applicable law, regulation, confidentiality agreement, fiduciary duty, employer policy, or other contractual restriction (including without limitation any restriction arising from current employment, cooling-off period, gardening leave, or post-employment obligation), and that they will not disclose material non-public information. FieldNotes relies on these representations and does not necessarily independently verify, and is under no obligation to independently verify, any Expert's employment history, current employer restrictions, regulatory eligibility, cooling-off or gardening leave status, or consulting eligibility. Nothing in the Services or any Transcript constitutes a representation or warranty by FieldNotes as to any Expert's qualifications, credentials, employment status, or eligibility to consult on any subject matter. You are solely responsible for conducting your own due diligence regarding Expert backgrounds and for ensuring that your use of the Services and any information obtained through them complies with your own internal compliance policies and all applicable laws and regulations. FieldNotes shall have no liability arising from any Expert's misrepresentation of their background, eligibility, or employment status.
7. Intellectual Property
7.1 Client Submissions
You retain all right, title, and interest in and to the Questions you submit to FieldNotes and all other materials and communications provided to FieldNotes in connection with your engagement ("Client Submissions"). FieldNotes makes no claim of ownership in Client Submissions. You grant FieldNotes a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, adapt, and incorporate Client Submissions — including the Questions and any questions, commentary, or other contributions made by you or your participants during any interview or Direct Consultation — into Transcripts and other engagement work product, and to use, retain, distribute, license, and otherwise exploit the resulting Transcripts as provided in these Terms, including through the FieldNotes Library described in Section 7.5. FieldNotes shall treat Client Submissions as confidential in accordance with Section 10 and shall not use Client Submissions for any purpose other than (a) conducting the engagement for which they were submitted, and (b) creating, editing, retaining, and commercializing Transcripts and operating the FieldNotes Library as described in Section 7.5 — in each case, under this clause (b), only in a form from which your identity and information identifying you or your organization have been removed.
7.2 Transcripts and Deliverables
All right, title, and interest in and to each Transcript, including without limitation all text, formatting, structure, and derivative works thereof, are and shall remain the sole and exclusive property of FieldNotes, with all rights reserved. FieldNotes' rights in each Transcript include the unrestricted right to use, edit, reproduce, distribute, display, license, sell access to, and otherwise commercially exploit that Transcript — including any Transcript produced from an engagement you commissioned — and to make it available to other FieldNotes clients and subscribers through the FieldNotes Library described in Section 7.5, in each case in scrubbed form and without any royalty, payment, attribution, or other obligation to you. Each Transcript constitutes an original work of FieldNotes and incorporates, among other elements, the Client's submitted Questions, Expert responses elicited in connection therewith, and facilitative follow-up inquiry conducted by FieldNotes in service of the Client's research agenda. Subject to these Terms, FieldNotes hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use each Transcript you have commissioned, and each Transcript FieldNotes otherwise makes available to your account, for your own internal business purposes. Without limiting the foregoing, you shall not: (i) reproduce, redistribute, publish, sell, sublicense, or transfer any Transcript or portion thereof to any third party; (ii) use any Transcript, in whole or in part, to train, fine-tune, develop, evaluate, or benchmark any artificial intelligence model, large language model, or other machine learning system, or any product or service that competes with FieldNotes; (iii) extract, copy, harvest, or aggregate Transcript content through scraping, crawling, or other automated or non-manual means, or access or attempt to access any Transcript your account did not commission, other than a Transcript FieldNotes has made available to your account through the FieldNotes Library or a subscription product; or (iv) remove or alter any proprietary notice or branding contained in any Transcript. For clarity, you may access, view, and use Transcripts you have commissioned or that FieldNotes has made available to your account within your own internal research workflows, including through artificial intelligence assistants and any model context protocol, API, or other integration made available or authorized by FieldNotes, in each case solely for your own internal business purposes and subject to the restrictions of this Section.
7.3 Platform and Integration Rights
FieldNotes reserves the right, in its sole and absolute discretion, to approve, deny, condition, modify, suspend, or revoke any integration between the Services and any third-party technology platform, application, interface, or system, including without limitation any artificial intelligence tool, large language model, API connection, or model context protocol interface ("Third-Party Integration"), at any time and without cause or prior notice. No right to any Third-Party Integration is granted by or implied from these Terms or from any prior course of dealing. FieldNotes' exercise of its discretion under this Section shall not give rise to any claim, liability, or obligation on the part of FieldNotes.
7.4 Feedback
Any feedback, comments, suggestions, or ideas you provide to FieldNotes regarding the Services ("Feedback") are voluntary. You grant FieldNotes a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, incorporate, and exploit such Feedback for any purpose without restriction, attribution, or compensation to you. FieldNotes claims no ownership of your underlying business or ideas, and nothing in this Section transfers ownership of any Feedback to FieldNotes.
7.5 The FieldNotes Library; No Exclusivity
FieldNotes maintains, and sells access to, a proprietary and growing library of Transcripts (the "FieldNotes Library"). Every engagement conducted through the Services is conducted both on your research agenda and in service of the FieldNotes Library. You acknowledge and agree that:
(i) FieldNotes may include any Transcript, including any Transcript produced from an engagement you commissioned, in the FieldNotes Library or in any current or future searchable library, database, or subscription product; may retain all recordings, Transcripts, and data derived from them indefinitely, including after any termination or expiration of these Terms; and may make any Transcript — and the audio recording of any interview conducted by FieldNotes — available to other FieldNotes clients and subscribers, each of whom accesses Transcripts under confidentiality or restricted-use terms with FieldNotes. Any recording made available under this Section is treated as a Transcript for purposes of these Terms. Audio of a Direct Consultation in which you or your participants spoke will not be made available to any other client except with your prior written consent;
(ii) commissioning an engagement does not confer exclusivity of any kind: you receive the license described in Section 7.2, not exclusive rights to any Transcript, Expert, topic, or subject matter; you may not opt out of a Transcript's inclusion in the FieldNotes Library; and FieldNotes may conduct engagements on similar or identical topics for other clients, including your competitors, and owes you no duty to withhold any Transcript from anyone;
(iii) before making any Transcript available to any other client or subscriber, FieldNotes will remove your identity and information identifying you or your organization, including any client-provided introduction, thesis, or similar contextual material; the substance of the Questions asked and the topics explored necessarily remains visible in the Transcript, and you accept the residual risk that a reader of an anonymized Transcript may infer that some unnamed party has researched those topics;
(iv) you are not entitled to any royalty, revenue share, credit, or other compensation in connection with FieldNotes' use, distribution, licensing, or sale of any Transcript or of access to the FieldNotes Library;
(v) FieldNotes controls which clients and subscribers may access any Transcript and may limit, condition, or deny access in its sole discretion;
(vi) Transcripts made available to you through the FieldNotes Library are subject to Sections 1 (no professional advice), 11 (Material Non-Public Information), 12 (Expert Non-Solicitation), and 14 (Disclaimer of Warranties) to the same extent as Transcripts you commission; and
(vii) money damages are an adequate remedy for any claim by you arising out of the operation of the FieldNotes Library, and you waive any right to injunctive or other equitable relief that would restrain the operation of the FieldNotes Library or the distribution of any Transcript.
FieldNotes may agree in a signed writing to exclude a specific engagement from the FieldNotes Library; absent such a signed writing, no exclusion, exclusivity, or restriction on FieldNotes' rights under this Section 7.5 applies.
8. Account Access and Credentials
You may not share, sell, assign, transfer, or otherwise make available your FieldNotes account credentials to any third party. You are responsible for all activity occurring under your account and for ensuring that all individuals accessing the Services on your behalf comply with these Terms. Any breach of this Section may result in immediate suspension or termination of your account and forfeiture of any active or pending engagements without further obligation on the part of FieldNotes.
9. Recording Consent and Participation
All Expert interviews and Direct Consultations conducted through FieldNotes are recorded for the purpose of producing Transcripts and building and maintaining the FieldNotes Library (Section 7.5). By submitting an engagement, you acknowledge and consent on behalf of yourself and your organization to the recording of any interview or consultation conducted in connection with your engagement. All individuals who participate in any interview or consultation on your behalf must be employees or direct contractors of your organization engaged under a written agreement. You may not permit any third party, including without limitation end clients, unaffiliated advisers, or other external parties, to participate in or listen to any interview or consultation without the prior written consent of FieldNotes. You represent that you have the authority to grant, and you grant on behalf of yourself, your organization, and each individual participating on your behalf, the license described in Section 7.1 with respect to all questions, commentary, and other contributions made during any interview or Direct Consultation. You are solely responsible for ensuring that all participants joining on your behalf are informed of and consent to recording prior to joining any call. Participation in a call following the recording notification constitutes consent to recording.
10. Confidentiality
FieldNotes shall treat the following as confidential: (i) your identity as a client; (ii) the content of Client Submissions; (iii) your research topics and areas of inquiry; and (iv) any other non-public information you provide to FieldNotes in connection with your engagement (collectively, "Client Confidential Information"). FieldNotes shall not disclose Client Confidential Information to any third party except: (a) to Experts, solely to the extent necessary to conduct the relevant interview or consultation; (b) as required by applicable law, regulation, or valid legal process; (c) with your prior written consent; or (d) in scrubbed, de-identified form, through the inclusion of Transcripts in the FieldNotes Library and their distribution to other clients and subscribers in accordance with Section 7.5. You acknowledge that a Transcript made available under Section 7.5 necessarily reflects the substance of the Questions asked and the topics explored in the underlying engagement, and that such availability is not a breach of this Section so long as the Transcript is not attributed to you and does not identify you or your organization. Nothing in this clause (d) permits disclosure of your identity as a client. Client Confidential Information does not include information that is or becomes publicly available through no breach of this Section by FieldNotes, that FieldNotes independently develops, or that FieldNotes lawfully obtains from a third party without a duty of confidentiality. Experts engaged through FieldNotes are not provided with client-identifying information beyond what is operationally necessary for the specific engagement.
11. Material Non-Public Information
YOU REPRESENT, WARRANT, AND AGREE THAT YOU WILL NOT USE THE SERVICES TO SOLICIT, OBTAIN, OR DISCUSS MATERIAL NON-PUBLIC INFORMATION ("MNPI") AS DEFINED UNDER APPLICABLE UNITED STATES SECURITIES LAWS, INCLUDING WITHOUT LIMITATION THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. YOU FURTHER REPRESENT AND WARRANT THAT YOUR USE OF THE SERVICES WILL NOT VIOLATE ANY CONFIDENTIALITY AGREEMENT, FIDUCIARY DUTY, EMPLOYER POLICY, OR OTHER CONTRACTUAL RESTRICTION TO WHICH YOU ARE SUBJECT. FIELDNOTES TAKES CERTAIN MEASURES INTENDED TO REDUCE THE RISK THAT EXPERTS DISCLOSE MNPI IN CONNECTION WITH THE SERVICES, BUT FIELDNOTES DOES NOT GUARANTEE THAT EXPERT RESPONSES WILL BE FREE OF MNPI AND MAKES NO REPRESENTATION REGARDING THE SAME. YOU REMAIN SOLELY AND EXCLUSIVELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH YOUR USE OF THE SERVICES AND ANY INFORMATION OBTAINED THROUGH THEM. FIELDNOTES SHALL HAVE NO LIABILITY ARISING FROM ANY MNPI THAT MAY BE DISCLOSED IN THE COURSE OF AN EXPERT INTERVIEW OR DIRECT CONSULTATION.
12. Expert Non-Solicitation
Following any introduction to an Expert through FieldNotes, and continuing for a period of twelve (12) months after the conclusion of your most recent engagement involving such Expert, you agree not to directly or indirectly solicit, engage, retain, employ, identify, or enter into any consulting, advisory, employment, or other business relationship with such Expert outside of the Services, without the prior written consent of FieldNotes. You further agree not to use any Transcript or information obtained through the Services to identify, research, or initiate contact with any Expert through any channel outside of FieldNotes. This restriction shall not apply where you provide documented evidence of a direct business relationship with such Expert that predates and is independent of any FieldNotes introduction. The obligations of this Section shall survive termination or expiration of these Terms.
13. Prohibited Conduct
In connection with use of the Services, you agree not to: (i) submit Questions designed to solicit MNPI or information that the Expert is prohibited from disclosing by applicable law, contract, fiduciary duty, or employer policy; (ii) misrepresent your identity, organizational affiliation, or the purpose of your inquiry to FieldNotes or to any Expert; (iii) use the Services for any unlawful purpose or in violation of any applicable law or regulation; (iv) attempt to gain unauthorized access to any FieldNotes system, database, or content repository; (v) interfere with or disrupt the operation of the Services or any associated infrastructure; (vi) resell, sublicense, or otherwise commercialize access to the Services or any Transcript without the prior written consent of FieldNotes; or (vii) permit any unauthorized third party to access or benefit from the Services through your account.
14. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FIELDNOTES DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR ANY PURPOSE OF ANY EXPERT INTERVIEW, DIRECT CONSULTATION, OR TRANSCRIPT CONTENT. FIELDNOTES DOES NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE AT ANY TIME. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIELDNOTES' AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO FIELDNOTES FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL FIELDNOTES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF FIELDNOTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY. ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM SHALL BE PERMANENTLY BARRED.
16. Indemnification
You agree to defend, indemnify, and hold harmless FieldNotes and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your infringement or misappropriation of any third-party right. FieldNotes reserves the right, at your expense, to assume exclusive control of the defense of any matter for which you are obligated to indemnify FieldNotes, and you agree to cooperate fully with FieldNotes in connection therewith.
17. Suspension and Termination
FieldNotes may, in its sole and absolute discretion, suspend, restrict, or terminate your access to all or any part of the Services at any time, with or without cause and with or without notice. Without limiting the foregoing, FieldNotes may immediately suspend or terminate your access and forfeit any active or pending engagements without further obligation in the event of any actual or suspected breach of these Terms, including without limitation any sharing of account credentials or any conduct prohibited under Section 13. Termination shall not entitle you to any refund or credit. The provisions of these Terms that by their nature should survive termination shall survive in accordance with Section 21.
18. Force Majeure
FieldNotes shall not be liable or deemed in breach of these Terms for any delay or failure to perform resulting from causes beyond its reasonable control, including without limitation acts of God, illness or incapacity, labor shortages, the unavailability or non-performance of any Expert, telecommunications or internet failures, third-party service interruptions, governmental action, or any other event or condition that prevents or delays performance. FieldNotes' obligations shall be suspended for the duration of any such event.
19. Modifications
FieldNotes reserves the right to amend these Terms at any time and without prior notice. FieldNotes may, in its discretion, provide notice of amendments via the website or by email to the address associated with your account. Continued use of the Services following any amendment constitutes acceptance of the amended Terms. The then-current version of these Terms will be available at FieldNotes' website.
20. Governing Law; Arbitration; Class Action Waiver
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
Except as otherwise provided in this Section, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted before a single neutral arbitrator and on a confidential basis. The seat of arbitration shall be New York County, New York, and any in-person hearing shall take place there. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
YOU AND FIELDNOTES EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. YOU AND FIELDNOTES EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
Notwithstanding the foregoing: (a) either party may bring claims relating to intellectual property rights, or seek temporary, preliminary, or permanent injunctive or other equitable relief, in the state or federal courts located in New York County, New York; and (b) either party may bring an individual claim in a small claims court of competent jurisdiction. For any matter not subject to arbitration, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection to venue therein.
21. Survival
The following Sections, together with any other provision that by its nature should survive, shall survive termination or expiration of these Terms: Section 4 (Fees and Non-Fulfillment), Section 6 (Expert Representations and Verification), Section 7 (Intellectual Property), Section 10 (Confidentiality), Section 11 (Material Non-Public Information), Section 12 (Expert Non-Solicitation), Section 14 (Disclaimer of Warranties), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 20 (Governing Law; Arbitration; Class Action Waiver), Section 21 (Survival), and Section 22 (General Provisions).
22. General Provisions
If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be unlawful, void, or unenforceable, such provision shall be reformed and enforced to the maximum extent permissible so as to effect the intent of the parties, and if it cannot be so reformed, it shall be deemed severable from these Terms and shall not affect the validity or enforceability of the remaining provisions. No waiver by FieldNotes of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default. You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without FieldNotes' prior written consent; any purported assignment in violation of the foregoing shall be null and void. FieldNotes may assign these Terms in whole or in part without restriction. If you and FieldNotes have entered into a separate written agreement governing your use of the Services, such as an order form or master services agreement, that agreement shall govern and control to the extent of any conflict with these Terms. Otherwise, these Terms, together with any applicable order confirmation, constitute the entire agreement between you and FieldNotes with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written. The relationship of the parties under these Terms is that of independent contractors. Nothing herein shall be construed to create any partnership, joint venture, employer-employee, or agency relationship between the parties.
23. Contact
All notices, questions, or communications regarding these Terms should be directed to: info@fieldnotesexpert.com.
FieldNotes, 1178 Broadway, 3rd Floor #3084, New York, NY 10001, United States.