License Agreement & Terms of Service

The agreement between you and GenAspect Inc. for the FieldValve software and services.

Effective date: September 9, 2026 · Last updated: September 9, 2026

1. Parties and scope

This End User License Agreement and Terms of Service (the "Agreement") is between GenAspect Inc., a corporation incorporated under the laws of the Province of Ontario, Canada ("GenAspect", "we", "us" or "our"), and the person or entity that accepts it ("you" or "Customer"). FieldValve is a product and trademark of GenAspect Inc.

This one Agreement governs every FieldValve surface: the website at fieldvalve.com, the web application at app.fieldvalve.com, the FieldValve mobile apps distributed through the Apple App Store and Google Play, the Portal at portal.fieldvalve.com, the application programming interfaces, and all related documentation, updates and support (together, the "Services"). The mobile apps and any downloadable components are the "Software".

If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not have that authority, you may not use the Services.

Our Privacy Policy describes how we handle personal information and is incorporated into this Agreement by reference.

2. Definitions

• "App" means the FieldValve staff application: the web application at app.fieldvalve.com and the FieldValve mobile apps for iOS and Android.
• "Authorized User" means an employee, contractor or agent of Customer whom Customer has invited to use the Services under Customer's account (for example an owner, admin, dispatcher, office staff or field technician).
• "Customer Data" means all data, content and materials that Customer or its Authorized Users or End Customers submit to or generate in the Services, including customer and site records, jobs, visits, quotes, invoices, payments, time entries, photos, attachments, comments, notes and location data.
• "End Customer" means a client of Customer whose service requests, quotes, invoices or payments are managed through the Services, including through the Portal.
• "Order" means the plan, seat count, billing period and price that you select in the Services or in a written order form we accept.
• "Portal" means the FieldValve customer portal at portal.fieldvalve.com, through which End Customers view and act on their own requests, quotes and invoices.
• "Third-Party Service" means any product or service that is not provided by GenAspect but that interoperates with the Services, including Stripe payment processing, Intuit QuickBooks Online, mapping providers, email delivery providers, and app stores.

3. Eligibility; business use only

The subscription Services (the App, the Software and the account features used by Customer and its Authorized Users) are offered only to businesses and to individuals acting in the course of a trade, business or profession. They are not offered to consumers for personal, family or household purposes. You must be at least 18 years old (or the age of majority where you live, if higher) to create an account or act as an Authorized User. You represent that you are not barred from using the Services under the laws of any applicable jurisdiction.

The Portal is made available to End Customers on Customer's behalf under Section 11, which sets out which terms of this Agreement apply to End Customers. Where an End Customer is a consumer, those terms apply only to the extent permitted by applicable consumer-protection law.

4. Accounts and security

You must provide accurate, current and complete registration information and keep it updated. You are responsible for all activity that occurs under your account and the accounts of your Authorized Users, whether or not you authorized it, and for keeping credentials, magic links, invitation links and devices secure. You must notify us promptly at support@fieldvalve.com if you suspect unauthorized access. Except to the extent caused by our fraud or wilful misconduct, we are not liable for any loss arising from unauthorized use of your account.

Customer will ensure that each Authorized User is bound by this Agreement. Each Authorized User accepts this Agreement on first sign-in or on installing the Software, and is personally bound by Sections 5 (license), 8 (acceptable use), 10 (offline mode), 12 (intellectual property), 13 (disclaimer), 14 (limitation of liability), 17 (governing law and dispute resolution), 18 (mobile application terms), 19 (compliance) and 21 (general terms), in each case to the extent permitted by applicable law and subject to Section 17.6.

Customer controls which Authorized Users have access, their roles and permissions, and which locations (branches) they may see. Customer is responsible for removing access when an Authorized User leaves or changes role. We may rely on any instruction that comes from an account with the relevant permission.

5. License grant and restrictions

5.1 Services. Subject to this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the subscription term, solely for your internal business operations and up to the number of Authorized Users in your Order.

5.2 Software. Subject to this Agreement, we grant you and your Authorized Users a limited, non-exclusive, non-transferable, revocable license to install and use the Software in object-code form on devices that you own or control, solely to access the Services. The Software is licensed, not sold. We and our licensors retain all rights not expressly granted.

5.3 Restrictions. You will not, and will not permit anyone to: (a) copy, modify, translate, adapt or create derivative works of the Services or Software; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, except to the extent that applicable law prohibits this restriction; (c) sell, resell, rent, lease, lend, sublicense, distribute, time-share or otherwise make the Services available to any third party other than Authorized Users and End Customers as permitted here; (d) use the Services to build a competing product or to benchmark for publication; (e) remove or alter any proprietary notices; (f) circumvent any usage limit, security control or access restriction; (g) access the Services by automated means except through our documented APIs; (h) use the Services in violation of law or of any Third-Party Service's terms; or (i) upload any code intended to damage or interfere with any system.

5.4 Updates. We may update the Software and Services from time to time, including automatically, and may require you to install updates to continue using the Services. We have no obligation to maintain compatibility with any particular device, operating-system version or browser, and we may retire features on reasonable notice.

5.5 Support. We provide support to Customer and its Authorized Users by email at support@fieldvalve.com on business days, using commercially reasonable efforts (except during a free trial, see Section 6.1). No response or resolution time is guaranteed unless stated in your Order.

6. Free trial, subscriptions and fees

6.1 Trial. We may offer a free trial. The trial ends automatically at the end of the stated period unless you purchase a subscription. Trial services are provided "as is", without any warranty, support commitment or liability of any kind, and we may modify, restrict or end a trial at any time. Data entered during a trial that does not convert to a subscription is deleted 30 days after the trial ends.

6.2 Subscriptions. Paid plans are billed in advance, per the billing period in your Order, and renew automatically for successive periods of the same length unless either party gives notice of non-renewal before the renewal date or you cancel under Section 16.1. Per-seat plans are billed for the number of active Authorized Users in the relevant role; seats added mid-period are charged pro rata.

6.3 Fees and taxes. Fees are stated in the currency of your Order (CAD or USD) and do not include tax. You are responsible for all taxes on your subscription, including sales tax, GST/HST, value-added tax, withholding tax and similar taxes. We are responsible only for taxes on our own net income. All fees are non-refundable except where this Agreement or applicable law expressly requires otherwise. We may change prices on at least 30 days' notice; changes take effect at your next renewal.

6.4 Late payment. Overdue amounts may accrue interest at 1.5% per month, compounded monthly (equivalent to 19.56% per year), or the highest rate permitted by law, whichever is lower. On at least 10 days' written notice of an overdue amount, we may suspend the Services for non-payment until it is paid.

6.5 Payment-processing fees. Where you collect payments from End Customers through the Services, Stripe's processing fees, any platform fee we disclose, and any card surcharge you elect to pass on to End Customers are separate from subscription fees. You are solely responsible for ensuring that any surcharge you configure complies with the card-network rules and the laws of the jurisdiction where the payment is made (for example, surcharge caps or prohibitions in certain Canadian provinces and U.S. states). You represent that any surcharge you enable is permitted in the jurisdiction of each payment, does not exceed any applicable cap, and is clearly disclosed to the End Customer before the payment is authorized, and that you will keep your surcharge configuration current with changes in law and card-network rules. We provide the surcharge calculation as a convenience only and do not verify its legality (Section 13).

7. Customer Data and your responsibilities

7.1 Ownership. As between the parties, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display and create derivative works of Customer Data solely to provide, secure, support and improve the Services, to comply with law, and as otherwise permitted by this Agreement and the Privacy Policy. This license does not permit us to use Customer Data to train, fine-tune or evaluate machine-learning or generative-AI models, except on de-identified and aggregated data under Section 7.6.

7.2 Your obligations. You are solely responsible for the accuracy, quality, legality and appropriateness of Customer Data and for the means by which you acquired it. You represent and warrant that you have obtained all rights, consents, notices and authorizations required under applicable privacy, employment, consumer-protection and anti-spam laws (including PIPEDA and provincial privacy laws, CASL, the CCPA/CPRA and TCPA, and the GDPR where applicable) to (a) collect Customer Data and provide it to us, (b) have us process it as described in this Agreement and the Privacy Policy, and (c) send communications to End Customers through the Services.

7.3 Technician location data. The Services can record the current location of an Authorized User only while the App is open on a phone or tablet, or installed as an app on any device (a desktop web-browser tab never records it), only after the device's location permission has been granted, and only while that user has an open time entry (running or paused) or an unfinished visit assigned for that day (see the Privacy Policy, Section 6). As the employer, you determine the purposes for which technician location is collected and used. You are solely responsible for giving your Authorized Users any notice and obtaining any authorization required by applicable employment and privacy law, for using location data lawfully, and for telling us if you want the feature switched off for your account.

7.4 Data controller / processor roles. For personal information about your Authorized Users and End Customers contained in Customer Data, you are the controller (or, in Canadian terms, the organization accountable for the information) and we act as your service provider / processor on your instructions, except for the account, billing, security and support information we hold about account owners and billing contacts, for which we are the controller as described in Section 2 of the Privacy Policy. We certify that we understand and will comply with the following restrictions. We will not sell or share Customer Data. We will retain, use and disclose it only for the business purposes specified in this Agreement, and only within our direct business relationship with you. We will not combine it with personal information obtained from other sources, except as a service provider is permitted to do. We will notify you if we determine that we can no longer meet these obligations, and you may take reasonable and appropriate steps to stop and remediate any unauthorized use of personal information.

7.5 Backups and export. We maintain routine backups for disaster recovery of the platform as a whole; they are not a substitute for your own records. You are responsible for exporting and retaining copies of Customer Data (the Services provide CSV export of jobs and invoices for your active location, for a date range of up to 12 months and up to 10,000 rows per file; a full account export is available on request to support@fieldvalve.com) and for maintaining any records required by tax, accounting, employment or other law. Except to the extent caused by our fraud or wilful misconduct, we are not liable for loss or corruption of Customer Data, however caused, to the extent permitted by law.

7.6 De-identified and aggregated data. We may create and use de-identified and aggregated data and statistics derived from use of the Services, including to operate, secure and improve the Services and to develop new features, provided they do not identify you, any Authorized User or any End Customer.

7.7 Security and confidentiality. We will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data, as described in the Privacy Policy, will treat Customer Data as confidential, and will notify you without undue delay after becoming aware of a breach of security affecting Customer Data. This Section 7.7 states our entire obligation regarding the security of Customer Data; the description of safeguards in the Privacy Policy is provided for transparency and does not expand it.

8. Acceptable use

You will not use the Services to: (a) store or transmit content that is unlawful, defamatory, harassing, infringing or fraudulent; (b) send unsolicited commercial messages or messages that violate anti-spam law; (c) collect or process payment-card data outside the Stripe-hosted elements the Services provide; (d) store special categories of data (health, biometric, government identification numbers, or data of children under 16) unless we have agreed to it in writing; (e) interfere with or disrupt the integrity or performance of the Services or the data of other customers; (f) attempt to gain unauthorized access to any system or data; or (g) perform security testing without our prior written consent. We may remove content and suspend accounts that we reasonably believe violate this Section.

9. Third-Party Services (Stripe, QuickBooks and others)

9.1 General. The Services interoperate with Third-Party Services that you choose to connect. Third-Party Services are governed by their own terms and privacy policies, and we are not responsible for Third-Party Services, their availability, their security, their fees, or any act or omission of their providers. Connecting a Third-Party Service authorizes us to exchange Customer Data with it as needed to provide the integration. A Third-Party Service may change or withdraw its API at any time, which may reduce or end the integration without liability on our part.

9.2 Stripe. Payment processing is provided by Stripe and is subject to the Stripe Connected Account Agreement and the Stripe Services Agreement. By enabling payments you agree to be bound by those agreements. We are not a bank, money transmitter or payment processor; funds are held and settled by Stripe. You are responsible for all chargebacks, disputes, refunds, reversals, fines and fees arising from your transactions with End Customers, and you authorize Stripe and us to debit them from your connected account or invoice you for them.

9.3 Intuit QuickBooks Online. The QuickBooks integration is provided under Intuit's developer terms and is subject to the Intuit Terms of Service. Intuit, QuickBooks and QuickBooks Online are registered trademarks of Intuit Inc. FieldValve is an independent application and is not affiliated with, endorsed by or sponsored by Intuit Inc. When you connect QuickBooks, you authorize us to read and write the QuickBooks company data described in Section 9 of our Privacy Policy for the sole purpose of synchronizing your FieldValve records with your books. You may disconnect at any time from FieldValve's integration settings or from your Intuit account. You remain solely responsible for the accuracy of your books, for reviewing synced entries, for tax classification and filings, and for reconciling any differences. Nothing in the Services is accounting, bookkeeping, tax or legal advice.

9.4 Mapping, email and push. Maps, geocoding, address suggestions, email delivery and push notifications are delivered through third-party providers and may be inaccurate, delayed or unavailable. Links that open third-party apps (for example a map or messaging app on your device) hand the linked data to that app under its own terms. Do not rely on any of them for safety-critical decisions.

10. Offline mode, sync and data accuracy

The Services are designed to work offline on field devices and to synchronize when connectivity returns. You acknowledge that offline operation is inherently best-effort: (a) changes made on a device may be lost if the device is lost, reset, runs out of storage, has browser data cleared, or fails before synchronizing; (b) when two users edit the same record while offline, the server's version prevails and the later edit may be overwritten; (c) sync may be delayed, partial or fail because of network conditions, device settings or platform limitations; and (d) data cached on a device may be visible to anyone with access to that device. You are responsible for device security (screen locks, encryption, remote wipe) and for verifying that critical records have synchronized. Subject to Section 14.4, and except to the extent caused by our fraud or wilful misconduct, we are not liable for any loss, overwrite or delay of data arising from offline use or synchronization.

Calculations in the Services (totals, taxes, surcharges, time entries, payroll-related figures, mileage or routing) are provided as a convenience and may contain errors. You must verify all figures before relying on them, invoicing a customer, paying staff or filing with any authority.

11. Customer Portal and End Customers

The Portal lets End Customers view requests, quotes and invoices, and pay online. The Portal is provided to End Customers on behalf of and at the direction of Customer. Customer is solely responsible for its relationship with End Customers, including the goods and services it sells, its pricing, its quotes and invoices, its refund and cancellation policies, and compliance with consumer-protection law. GenAspect is not a party to any transaction between Customer and an End Customer, does not verify the identity of either, and has no liability to End Customers for the work performed or invoiced by Customer. Subject to this Agreement, we grant each End Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Portal solely for their own dealings with Customer. The rights and obligations in this Section constitute a separate agreement between GenAspect and each End Customer.

End Customers who use the Portal do so under Sections 8 (acceptable use), 12 (intellectual property), 13 (disclaimer), 14 (limitation of liability), 17 (governing law and dispute resolution), 19 (compliance) and 21 (general terms) of this Agreement, in each case to the extent permitted by applicable consumer-protection law, and under our Privacy Policy. Nothing in this Agreement limits any right that a consumer has under law that cannot be waived by contract.

12. Intellectual property; feedback

The Services, Software, documentation, and all related intellectual property rights are and remain the exclusive property of GenAspect and its licensors. FieldValve, the FieldValve logo and all related names and marks are trademarks of GenAspect Inc.; you may not use them without our prior written consent. If you provide suggestions, ideas or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you.

The Software may include open-source components governed by their own licenses; those licenses apply to those components to the extent required.

13. Disclaimer of warranties

To the maximum extent permitted by applicable law, the Services and Software are provided "as is" and "as available", with all faults and without warranty of any kind. GenAspect and its suppliers, licensors and Third-Party Service providers expressly disclaim all warranties, conditions and representations, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, quiet enjoyment, accuracy and system integration, and any warranties arising from course of dealing, usage or trade.

Subject to Section 7.7 and without limiting the foregoing, GenAspect does not warrant that the Services will be uninterrupted, timely, secure or error-free; that defects will be corrected; that data will not be lost, delayed, altered or overwritten; that the Services will meet your requirements or achieve any particular result; that any calculation, report, map, route, time entry, tax figure or accounting entry is accurate or complete; or that the Services comply with any law, regulation, accounting standard or card-network rule applicable to your business.

The Services are tools that support your business judgment; they are not a substitute for it. You are solely responsible for decisions you make based on the Services. Some jurisdictions do not allow the exclusion of certain warranties; in that case the above exclusions apply to the fullest extent permitted.

14. Limitation of liability

14.1 Exclusion of certain damages. To the maximum extent permitted by applicable law, in no event will GenAspect or its directors, officers, employees, contractors, agents, suppliers, licensors or Third-Party Service providers be liable to you or any third party for any indirect, incidental, special, exemplary, punitive or consequential damages, or for any loss of profits, revenue, business, goodwill, use, data or other intangible losses, or for the cost of procuring substitute goods or services, or for any loss arising from unauthorized access to or alteration of your data or transmissions, or for any loss arising from third-party services, offline use, sync conflicts, device loss or failure, or inaccurate calculations, arising out of or in connection with this Agreement or the Services, however caused and under any theory of liability (contract, tort including negligence, strict liability, statute or otherwise), even if advised of the possibility of such damages.

14.2 Cap. To the maximum extent permitted by applicable law, the total cumulative liability of GenAspect and the persons listed in Section 14.1, for all claims arising out of or relating to this Agreement or the Services, will not exceed the greater of (a) the total subscription fees actually paid by you to GenAspect for the Services in the 12 months immediately before the event giving rise to the claim, and (b) one hundred Canadian dollars (CAD $100). For free trials, free plans and End Customers who paid nothing to GenAspect, the cap is CAD $100.

14.3 Basis of the bargain. The limitations in this Section reflect the allocation of risk and the pricing of the Services, and apply notwithstanding any fundamental breach or breach of a fundamental term and notwithstanding the failure of any remedy stated in this Agreement. They apply in aggregate, not per claim. If any part of Section 13, 14 or 15 is held unenforceable as to any person or claim, that holding does not affect the enforceability of the remainder as to that person or as to any other person or claim.

14.4 Exceptions. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or wilful misconduct, for death or personal injury caused by negligence, any non-excludable warranty or condition under the Consumer Protection Act, 2002 (Ontario), the Sale of Goods Act (Ontario) or the Civil Code of Québec, or the minimum punitive damages provided by section 93.1 of the Act respecting the protection of personal information in the private sector (Quebec). Some jurisdictions do not allow certain limitations; in that case the limitations apply to the fullest extent permitted.

14.5 Time limit on claims. To the extent the agreement between GenAspect and Customer is a business agreement within the meaning of section 22 of the Limitations Act, 2002 (Ontario) and the shortening is otherwise permitted by applicable law, any claim against GenAspect by Customer or by an Authorized User acting in the course of Customer's business, arising out of this Agreement or the Services, must be commenced within 1 year after the claim is discovered, or it is permanently barred.

14.6 Protected persons. GenAspect enters into Sections 13, 14 and 15 on its own behalf and as agent and trustee for each of its affiliates, directors, officers, employees, contractors, agents, suppliers, licensors and Third-Party Service providers, each of whom may rely on and enforce those Sections directly.

15. Indemnification

You will defend, indemnify and hold harmless GenAspect and its affiliates, directors, officers, employees, contractors, agents, suppliers and licensors from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates any right or violates any law; (b) your or your Authorized Users' use of the Services, including any use of technician location data, communications sent to End Customers, and any surcharge, invoice, payment, refund or chargeback; (c) your relationship with End Customers, including the goods and services you provide and any consumer-protection claim; (d) your breach of this Agreement or of any Third-Party Service terms; (e) your violation of any law or of any third party's rights; and (f) any dispute between you and an Authorized User, End Customer, tax authority, card network or Third-Party Service provider. We may assume the exclusive defence and control of any matter subject to indemnification, at your expense, and you will cooperate with us. You will not settle any such claim in a manner that imposes any obligation on us without our prior written consent. This indemnity does not apply to the extent a claim arises from GenAspect's fraud, wilful misconduct or gross negligence. We will notify you promptly of any claim for which we seek indemnity (a delay in notice relieves you only to the extent it prejudices the defence), you may participate in the defence with your own counsel at your own expense, and we will not settle a claim in a way that admits your liability or imposes a non-monetary obligation on you without your prior written consent, not to be unreasonably withheld. You will maintain the insurance your business is required by law to carry and commercial general liability insurance appropriate to your trade, and will provide evidence of it on request.

16. Suspension and termination

16.1 By you. You may cancel your subscription at any time by emailing support@fieldvalve.com, or from the billing settings where those are available to you. Cancellation takes effect at the end of the current billing period; fees already paid are not refunded.

16.2 By us. We may suspend or terminate your access to all or part of the Services if: (a) you fail to pay when due, in which case we may suspend after the notice described in Section 6.4 and terminate if the amount is still unpaid 30 days after that notice; (b) we reasonably believe you have breached this Agreement or the law, or your use poses a security, legal or reputational risk to us or others (in which case we may act without prior notice); (c) a Third-Party Service provider requires it; or (d) we discontinue the Services on at least 30 days' notice. We may also terminate this Agreement for convenience on at least 30 days' notice. If we terminate under (c) or (d) or for convenience, we will refund pro rata any prepaid fees for the unused portion of the term, and that refund is your sole remedy for the termination.

16.3 Effect. On termination, your license ends, you must stop using the Software, and we will keep Customer Data in a form you can export for 60 days after termination — or, for a trial account that did not convert to a subscription, for the 30 days stated in the Privacy Policy, Section 12 (see that Section), including where we terminated or suspended under Section 16.2(b), except where keeping or disclosing it would be unlawful; after that period we may delete it. It is your responsibility to export Customer Data during that period. Sections 2, 5.3, 6.3, 6.4, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 9, 10, 11, 12, 13, 14, 15, 16.3, 17, 18, 19, 21 and 22 survive termination; Section 7.1 survives only for so long as, and to the extent that, we retain Customer Data under the Privacy Policy.

17. Governing law; arbitration; class-action waiver

17.1 Governing law. This Agreement, and any dispute or claim arising out of or relating to it, the Services or the Software (including non-contractual disputes), is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution first. Before starting any formal proceeding, the party raising the dispute will send the other a written description of it (to support@fieldvalve.com for GenAspect; to the account owner's email address for Customer), and both parties will negotiate in good faith for at least 30 days.

17.3 Binding arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, the Services or the Software that is not resolved informally will be finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. under its Arbitration Rules in force at the time the arbitration starts, before a single arbitrator. The seat of arbitration is Toronto, Ontario, and the language is English. The arbitration may be conducted by video conference where practical. The arbitrator's award is final and binding and may be entered in any court of competent jurisdiction. The arbitrator has no authority to award damages excluded by Section 14 or to vary this Agreement. For claims in which the amount in dispute is CAD $25,000 or less, GenAspect will pay the arbitration filing fee and the arbitrator's fees, and the arbitration will proceed on documents only unless the arbitrator orders otherwise; in all other cases each party bears its own costs unless the arbitrator decides otherwise. Opt-out: you may opt out of Sections 17.3 and 17.4 by emailing support@fieldvalve.com within 30 days after first accepting this Agreement, stating your account email and that you opt out of arbitration; opting out does not affect any other term.

17.4 Class-action and jury-trial waiver. To the fullest extent permitted by law, you and GenAspect agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and that the arbitrator may not consolidate more than one person's claims. You and GenAspect each waive any right to a trial by jury. If this waiver is found unenforceable as to a particular claim, that claim will be severed and heard in court under Section 17.5 while all other claims remain in arbitration.

17.5 Exceptions and courts. Either party may (a) bring an individual claim in a small-claims court of competent jurisdiction, and (b) seek injunctive or other equitable relief in court to protect intellectual property or confidential information or to stop unauthorized access; and either party may bring a court action to recover liquidated amounts that are due and not disputed in good faith. For any matter that is not subject to arbitration, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, and waive any objection based on venue or inconvenient forum.

17.6 Consumers and individuals. Where applicable law, including sections 7 and 8 of the Consumer Protection Act, 2002 (Ontario), section 11.1 of the Consumer Protection Act (Quebec), article 3149 of the Civil Code of Québec (which protects consumers and workers alike), applicable employment-standards, human-rights or privacy legislation, or the law of a U.S. state, gives a person a non-waivable right to commence or join a court proceeding or a class proceeding, or to sue in the courts of their place of residence, Sections 17.3 and 17.4, and the exclusive-forum provision of Section 17.5, do not apply to that person's claim, and that person may bring the claim in the courts of their place of residence. This Section applies to an Authorized User bringing a claim in a personal capacity exactly as it applies to a consumer.

17.7 Severance within this Section. If Section 17.3 or 17.4 is held unenforceable as to a particular person or a particular claim, that holding applies only to that person or claim. The remainder of this Section, and Sections 13, 14 and 15, remain in full force as to that person and as to every other person and claim.

18. Mobile application terms (Apple and Google)

This Section applies when you use the Software obtained from the Apple App Store or Google Play (each an "App Store"; Apple Inc. and Google LLC each an "App Store Provider").

• Acknowledgement. This Agreement is between you and GenAspect only, not with the App Store Provider. GenAspect, not the App Store Provider, is solely responsible for the Software and its content. To the extent this Agreement provides usage rules that are less restrictive than or conflict with the App Store Provider's terms (including Apple's Media Services Terms and Conditions and the Google Play Terms of Service), the App Store Provider's terms prevail.
• Scope of license. The license in Section 5.2 is limited to a non-transferable license to use the Software on Apple-branded products that you own or control and as permitted by the Usage Rules in Apple's Media Services Terms and Conditions (including Family Sharing or volume purchasing where applicable), or on Android devices as permitted by Google Play's terms. You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Software, and if you sell or give away a device on which it is installed you must first remove the Software from that device.
• Purchases. Subscriptions to the Services are purchased from GenAspect under Section 6, not through the App Store; the App Store Provider is not responsible for billing, refunds or subscription management.
• Maintenance and support. GenAspect is solely responsible for providing any maintenance and support for the Software as specified in this Agreement or as required by law. The App Store Provider has no obligation whatsoever to furnish any maintenance or support.
• Warranty. GenAspect is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, you may notify the App Store Provider, and the App Store Provider will refund the purchase price (if any) for the Software to you; to the maximum extent permitted by law, the App Store Provider has no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty are GenAspect's sole responsibility.
• Product claims. GenAspect, not the App Store Provider, is responsible for addressing any claims by you or any third party relating to the Software or your possession and/or use of it, including (i) product-liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, including in connection with the Software's use of the HealthKit or HomeKit frameworks. (The Software does not currently use either framework.)
• Intellectual property. In the event of any third-party claim that the Software or your possession and use of it infringes that third party's intellectual property rights, GenAspect, not the App Store Provider, is solely responsible for the investigation, defence, settlement and discharge of the claim.
• Legal compliance. You represent and warrant that (i) you are not located in a country subject to a U.S. or Canadian government embargo or designated as a "terrorist supporting" country, and (ii) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.
• Developer contact. GenAspect Inc., A-239 Sunnyside Ave, Ottawa, Ontario K1S 0R4, Canada, support@fieldvalve.com, for any questions, complaints or claims regarding the Software.
• Third-party terms. You must comply with applicable third-party terms of agreement when using the Software (for example, your wireless data service agreement).
• Third-party beneficiary. The App Store Provider and its subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of it the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.
• Device permissions. The Software may request access to location (for live technician presence and job routing), camera and photo library (for job photos and attachments), and notifications. Location is collected only while the Software is open and as described in Section 6 of the Privacy Policy; the Software does not collect location in the background. You can revoke each permission in your device settings; some features will then be unavailable.

19. Export, sanctions and compliance

The Services and Software may be subject to Canadian, U.S. and other export-control and sanctions laws. You will not export, re-export or provide access to the Services in violation of those laws or to any person or destination prohibited by them. You represent that neither you nor any Authorized User is a sanctioned person. You will comply with all laws applicable to your use of the Services, including privacy, employment, tax, consumer-protection, anti-spam and payment-card rules.

20. Changes to the Services or this Agreement

We may modify this Agreement from time to time. We will post the updated version at fieldvalve.com/license-agreement, update the "Last updated" date, and, for material changes, notify account owners by email or in-app notice at least 30 days before the change takes effect (except that changes required by law or by an App Store Provider or Third-Party Service may take effect immediately). Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate your subscription by notice to us before the change takes effect, and we will refund pro rata the prepaid fees for the unused portion of your current term; that refund is your sole remedy for the change. Otherwise, if you do not agree you must stop using the Services and may cancel under Section 16.1. Subject to the notice periods in Sections 5.4, 6.4 and 16.2, we may also change, suspend or discontinue any part of the Services.

21. General terms

• Entire agreement; precedence. This Agreement (with the Privacy Policy and your Order) is the entire agreement between the parties about its subject matter and supersedes all prior agreements and understandings. Terms in any purchase order or other Customer document are rejected. In the event of conflict, the following order controls: (a) your Order; (b) this Agreement; (c) the Privacy Policy, except that the Privacy Policy controls on the questions of what personal information we collect, why, and to whom we disclose it. The Privacy Policy describes our practices at the date it states; it does not create obligations, warranties or remedies beyond those in this Agreement, and Sections 7.7, 13 and 14 govern our security obligations and the allocation of liability.
• Assignment. You may not assign or transfer this Agreement without our written consent (not to be unreasonably withheld), except to a successor in a merger, amalgamation or sale of all or substantially all of your assets that assumes this Agreement in writing and is not our competitor. Any other purported assignment is void. We may assign this Agreement without restriction, including to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, internet or hosting-provider outages, Third-Party Service failures, labour disputes, governmental action, pandemic or war; this does not excuse payment obligations. If such an event prevents performance for more than 60 consecutive days, either party may terminate the affected Services on notice, with a pro-rata refund of prepaid fees for the unused term.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in full force.
• Waiver. A failure to enforce any provision is not a waiver of the right to do so later.
• Independent contractors. The parties are independent contractors; no partnership, joint venture, agency, fiduciary or employment relationship is created.
• No third-party beneficiaries. Except as stated in Sections 14.6 and 18, there are no third-party beneficiaries of this Agreement.
• Notices. Notices to us must be sent to support@fieldvalve.com or to the mailing address in Section 22. We may give notice by email to the account owner's address on your account or by in-app notice; you must keep that address current. Notices are deemed received on the next business day after sending by email, or 5 business days after mailing.
• Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. Il est de la volonté expresse des parties que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.
• Interpretation. "Including" means "including without limitation". Headings are for convenience only.

22. Contact

GenAspect Inc. (operating as FieldValve)
A-239 Sunnyside Ave, Ottawa, Ontario K1S 0R4, Canada
Legal, support, security and privacy enquiries all reach us at support@fieldvalve.com.