Subscription Agreement

Version 2026-05-25 — Effective May 25, 2026

1. Parties & Acceptance

This Subscription Agreement ("Agreement") is entered into between ServiceMerge ("FieldWise," "we," "us," or "our") and the business entity identified in the applicable Plan (defined below) at signup ("Customer," "you," or "your"). By clicking "I Agree" at signup, by using the Service, or by paying any fee, you accept this Agreement and represent that you are authorized to bind the Customer to its terms.

2. Definitions

• Service — the ServiceMerge field service management software-as-a-service, including the admin dashboard, technician mobile portal, customer portal, and related APIs.
• Plan — the subscription tier and billing cycle selected by Customer, as described in Exhibit A.
• Subscription Period — the recurring period (monthly or annual) for which Customer has prepaid.
• Customer Data — all data uploaded to, entered into, or generated by Customer's use of the Service, including customer records, job records, photos, and documents.
• Effective Date — the date Customer first accepts this Agreement.

3. Service Description

FieldWise provides cloud-based field service management software designed for small and mid-size service businesses. The Service includes scheduling, dispatch, customer management, invoicing, payments, estimates, time tracking, GPS tracking, inventory, fleet management, and a technician mobile portal. Features available to Customer depend on the selected Plan as described in Exhibit A.

4. Subscription Plans

FieldWise offers four Plans: Starter, Pro, Business, and Ultimate. Complete Plan specifications — including user limits, features, and pricing — are set forth in Exhibit A and on our Pricing page at servicemerge.com/pricing.html. Customer may change Plans at any time:

• Upgrade — effective immediately; Customer is charged a pro-rated difference.
• Downgrade — effective at the next renewal date; no partial refund is issued for unused features of the higher Plan.

5. Free Trial

FieldWise offers eligible new Customers a 14-day free trial of the Service (“Trial Period”). The Trial Period begins on the date Customer’s account is provisioned and expires 14 calendar days thereafter.

5.1 Trial Scope

• Features. During the Trial Period, Customer has access to all features across all Plan tiers, including features that would otherwise require a Pro, Business, or Ultimate subscription.
• User limit. The Trial is limited to 2 users (admin and/or technician accounts combined).
• No credit card required. FieldWise does not collect payment information to start the Trial.
• Evaluation purpose. The Trial is provided solely for Customer to evaluate the Service for potential purchase. Customer may use the Service with live business data during the Trial but acknowledges the limitations in Sections 5.3 and 5.4 below.

5.2 Trial Expiration & Conversion

• FieldWise will send email reminders at 3 days and 1 day before the Trial expires.
• If Customer selects a paid Plan before or at Trial expiration, the account transitions seamlessly to the selected Plan with no data loss. Billing begins on the date of Plan selection.
• If Customer does not select a paid Plan, the account converts to read-only mode. Customer retains read-only access and CSV export capability for 60 days.
• After the 60-day retention window, Customer Data will be permanently deleted from active systems within 30 days, and from backups within 90 days thereafter, consistent with Section 11.
• Customer may reactivate and select a paid Plan at any time during the 60-day retention window to restore full access.

5.3 Trial Limitations & Disclaimers

• No SLA. The uptime commitment in Section 14 does not apply during the Trial Period. FieldWise will use commercially reasonable efforts to keep the Service available but makes no guarantees of availability during the Trial.
• As-is basis. The Service is provided during the Trial Period on an “AS-IS” and “AS-AVAILABLE” basis, without warranty of any kind, to the fullest extent permitted by applicable law.
• No support SLA. While FieldWise will make reasonable efforts to respond to support requests during the Trial, response-time commitments apply only to paid Plans.
• Feature availability. FieldWise reserves the right to modify, limit, or disable specific Trial features at any time without notice. Features available during the Trial may differ from those available on a paid Plan.

5.4 FieldWise Rights During Trial

• Termination. FieldWise may terminate or suspend any Trial account at any time, for any reason, with or without notice. In such event, Customer will be given a reasonable opportunity to export Customer Data.
• Abuse prevention. FieldWise may limit or deny Trials to prevent abuse, including but not limited to: repeated trial signups by the same entity, use of the Trial for production workloads exceeding evaluation scope, or automated or fraudulent signups.
• Usage data. FieldWise may collect and analyze anonymized, aggregated usage data from Trial accounts to improve the Service. Such data will not include personally identifiable Customer Data and will be handled in accordance with our Privacy Policy.

5.5 Binding Terms During Trial

All other provisions of this Agreement — including Sections 11 (Data Ownership), 12 (Acceptable Use), 13 (Customer Responsibilities), 15 (Intellectual Property), 18 (Limitation of Liability), and 19 (Indemnification) — apply in full during the Trial Period.

6. Term & Auto-Renewal

This Agreement begins on the Effective Date and remains in effect until terminated by either party.

Monthly Plans — auto-renew for successive one-month periods at the then-current monthly price for the selected Plan, subject to Section 10 (Price Lock).

Annual Plans — auto-renew for successive one-year periods at the then-current annual price for the selected Plan, subject to Section 10 (Price Lock).

Renewal Notice. FieldWise will send Customer an email reminder 30 days, 7 days, and 1 day before any annual renewal charge. For monthly plans, Customer receives a receipt after each charge. Failure to receive a reminder does not obligate Customer to continue.

7. Fees & Payment

Customer authorizes FieldWise to charge the payment method on file for all fees associated with the selected Plan. All fees are in U.S. Dollars and exclusive of applicable taxes, which Customer is responsible for paying. FieldWise does not charge:

• Setup or implementation fees
• Per-technician surcharges beyond the user limits set forth in Exhibit A
• Bounced-payment administrative fees beyond what our payment processor charges FieldWise
• Early termination fees

If a charge fails, FieldWise will email Customer and retry the charge for up to 10 days. If payment is not received within 10 days, the Service will be suspended but Customer Data will remain retrievable for an additional 60 days.

8. 30-Day Money-Back Guarantee

This guarantee:

• Applies to the first Subscription Period only (i.e., not to renewals).
• Is not contingent on a "select agreement," sales conversation, or special terms. It applies to every new paid Customer automatically.
• Covers the Subscription fee only. Payment processing fees charged to Customer's own customers (through our Stripe integration) are not refunded.

9. Cancellation

Customer may cancel the subscription at any time through the Billing page in the admin portal (one click, no forms, no phone calls, no retention conversations required). On cancellation:

• Monthly plans — access continues through the end of the current paid month.
• Annual plans — access continues through the end of the current paid year. Partial refunds for unused months are not issued except as provided in Section 8.
• Customer Data remains read-only exportable for 60 days after cancellation (see Section 11).

FieldWise will never require Customer to call, speak with a Customer Success Manager, or submit a written request to cancel. If any FieldWise staff or system impedes Customer's right to self-service cancellation, Customer may visit our contact page and FieldWise will cancel the account and refund the current Subscription Period fee.

10. Price Lock & Rate Changes

The price of Customer's subscription is locked for the full duration of the current Subscription Period. FieldWise will not raise the price mid-period.

FieldWise may change the price for future Subscription Periods by providing 60 days' email notice. On receipt of such notice, Customer may:

• Continue at the new price at the next renewal, or
• Cancel at zero cost before the price change takes effect and receive a pro-rated refund for any unused time in the current period.

11. Data Ownership & Portability

Customer owns Customer Data. FieldWise acts as a custodian only and does not claim ownership of Customer Data. Customer grants FieldWise a non-exclusive, worldwide, royalty-free license to host, process, and transmit Customer Data solely as necessary to provide the Service.

Export. At any time, Customer may download all Customer Data as CSV files through the Billing page. Exports include customers, jobs, invoices, estimates, payments, and time entries.

After cancellation. For 60 days after cancellation, Customer retains read-only access to the Service for the sole purpose of exporting Customer Data. After 60 days, Customer Data will be permanently deleted from active systems within 30 days, and from backups within 90 days thereafter.

Data portability. On written request, FieldWise will provide Customer Data in a machine-readable format (CSV or JSON) at no charge during the 60-day post-cancellation window.

12. Acceptable Use

Customer may not use the Service to: (a) transmit unlawful, harassing, or infringing content; (b) send unsolicited commercial messages (spam) to Customer's customers; (c) attempt to gain unauthorized access to FieldWise's systems or other customers' data; (d) reverse-engineer or create derivative works of the Service; (e) resell the Service without FieldWise's prior written consent; or (f) use the Service to build a competing product.

13. Customer Responsibilities

Customer is responsible for: (a) all activity occurring under Customer's account; (b) maintaining the confidentiality of login credentials; (c) ensuring Customer's end users (employees, technicians) comply with this Agreement; (d) obtaining all necessary consents from Customer's own customers before sending SMS notifications through the Service; (e) compliance with all applicable laws including, without limitation, TCPA, CAN-SPAM, GDPR (where applicable), and state-level equivalents.

14. Service Availability

FieldWise targets 99.5% monthly uptime for core Service functions (job management, invoicing, tech portal). Scheduled maintenance will be announced at least 72 hours in advance and performed outside U.S. business hours when possible. FieldWise does not warrant uninterrupted or error-free operation. If monthly uptime falls below 99.0% in any calendar month, Customer may request a service credit equal to 10% of that month's Subscription fee upon written request within 30 days of the affected month.

15. Intellectual Property

The Service, including all software, documentation, and FieldWise trademarks, is owned by ServiceMerge and protected by U.S. and international copyright, trademark, and other intellectual property laws. FieldWise grants Customer a non-exclusive, non-transferable, revocable license to use the Service solely as permitted under this Agreement and during active subscription.

16. Third-Party Services

The Service integrates with third-party services including Twilio (SMS), Stripe (payments), QuickBooks (accounting), Google Calendar, and others. Customer's use of these services is subject to the respective third-party terms. FieldWise is not responsible for the availability, accuracy, or acts/omissions of third-party services. Fees charged by third-party services (such as Stripe payment processing fees or Twilio SMS fees) are passed through to Customer at cost or as disclosed at integration setup.

17. Warranties & Disclaimers

FieldWise warrants that the Service will perform materially in accordance with its documentation during active subscription. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FieldWise does not warrant that the Service will meet Customer's specific requirements or operate without interruption.

18. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FIELDWISE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO FIELDWISE IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply to the fullest extent permitted by law but do not limit liability for: (a) FieldWise's gross negligence or willful misconduct; (b) Customer's payment obligations; or (c) either party's indemnification obligations under Section 19.

19. Indemnification

By FieldWise. FieldWise will defend Customer against any third-party claim alleging that the Service infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded, provided Customer notifies FieldWise promptly, gives FieldWise sole control of the defense, and provides reasonable cooperation.

By Customer. Customer will defend FieldWise against any third-party claim arising from: (a) Customer's violation of Section 12 (Acceptable Use); (b) Customer's violation of laws including TCPA or CAN-SPAM; (c) Customer Data; or (d) Customer's use of the Service in breach of this Agreement.

20. Suspension & Termination by FieldWise

FieldWise may suspend or terminate the Service for: (a) non-payment (with 10 days' notice); (b) material breach of this Agreement (with 15 days to cure); (c) Customer's insolvency or bankruptcy; or (d) use of the Service that creates a security or legal risk to FieldWise, its infrastructure, or other customers. In all cases except emergency suspensions under (d), FieldWise will provide Customer written notice and an opportunity to cure. On termination, Customer Data export rights under Section 11 apply.

21. Dispute Resolution

Good-faith resolution. Before initiating formal proceedings, the parties will attempt to resolve any dispute through good-faith discussion, initiated by written notice describing the dispute.

Arbitration. If not resolved within 30 days, any dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in the state of the Customer's principal place of business. The arbitrator's award is final and may be entered in any court of competent jurisdiction.

Small claims. Notwithstanding the above, either party may bring an individual action in small claims court for claims within that court's jurisdictional limits.

Class waiver. Disputes must be brought individually. Class, collective, and representative actions are waived.

30-day opt-out. Customer may opt out of the arbitration clause by sending written notice to our legal team within 30 days of the Effective Date. Opting out does not affect any other provision.

Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

22. General Provisions

Entire agreement. This Agreement, together with the Terms of Service, Privacy Policy, and Exhibit A, is the entire agreement between the parties.

Amendment. FieldWise may update this Agreement by posting a revised version and emailing Customer. Changes take effect 30 days after notice. Continued use of the Service after the effective date constitutes acceptance. Customer may cancel at zero cost before the effective date if Customer does not accept the changes.

Assignment. Customer may not assign this Agreement without FieldWise's written consent, except to a successor by merger, acquisition, or sale of substantially all assets. FieldWise may assign freely to a successor.

Severability. If any provision is held unenforceable, the remaining provisions will continue in effect.

No waiver. Failure to enforce any provision is not a waiver of that provision.

Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control (natural disasters, war, internet/cloud outages, government actions).

Notices. Notices to Customer will be sent to the email on file. Notices to FieldWise must be sent to our legal team.

23. Contact

Questions about this Agreement: our legal team
Support: support@servicemerge.com
Mailing address: ServiceMerge, [address to be added]

Exhibit A — Plan Specifications

The following Plans are currently offered by ServiceMerge. Pricing shown reflects published list prices; your specific Contract / Order Form may include negotiated rates. Live pricing is always available at servicemerge.com/pricing.html.

Pricing last refreshed just now from ServiceMerge master plan database.

What's Included in Every Plan

• Unlimited customers, jobs, invoices, and estimates
• Technician mobile portal (all team members)
• Customer portal
• GPS tracking & geofencing
• Photo documentation
• Digital signatures
• Email & SMS notifications (SMS credits at cost)
• Email support (all plans)
• CSV data export

Plan-Specific Features

• Pro+ — Invoicing with Stripe payment processing, QuickBooks integration, recurring jobs, inventory tracking
• Business+ — Advanced reporting, fleet/truck stock management, multi-location, custom branding, API access
• Ultimate — Dedicated success manager, SSO, custom SLA, white-label options, priority support (phone & chat)

This Subscription Agreement, version 2026-05-25, supersedes all prior versions. For historical versions, email our legal team.