CONGLE USER AGREEMENT

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. WHEN YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THE AGREEMENT BY REGISTERING TO BECOME A USER OR USING THE PLATFORM, YOU WILL BE LEGALLY BOUND BY IT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.

This Congle User Agreement (the “Agreement”) states the terms and conditions governing users of the Congle website and software platform (the “Platform”). The Platform is owned and operated by Congle, LLC (referred to as “Congle,” “we,” “us” or “our”), a limited liability company organized under the laws of the state of CALIFORNIA, United States. All users (the “User,” “you,” or “your”) of the Platform are subject to this User Agreement.

We reserve the right to change this User Agreement at any time in our sole business discretion. Please check these terms regularly for changes. Congle does not assume any obligation to personally or individually notify Users of any modifications to this Agreement, the creation of additional terms or the elimination of any terms. Your continued use of the Platform following the posting of any changes to the User Agreement will mean you accept and agree to those changes.

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PROVIDER TERMS AND CONDITIONS

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY USING THE CONGLE PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.

These Provider Terms and Conditions (the “Provider Terms”) state the terms and conditions between Congle, LLC (“Congle,” “we,” “us,” or “our”) and users of the Congle website and software platform (the “Platform”) who register as services providers (“Provider,” “you,” or “your”). Provider and all other users are also subject to the terms of the Congle User Agreement (“User Agreement”), which is incorporated herein by reference. Capitalized terms used in these Provider Terms which are not defined have the meaning stated in the User Agreement.

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STANDARD WORK ORDER TERMS AND CONDITIONS

PLEASE REVIEW THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. WHEN YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY SUBMITTING OR ACCEPTING A WORK ORDER, YOU WILL BE LEGALLY BOUND BY THEM. IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT SUBMIT OR ACCEPT A WORK ORDER.

These Standard Work Order Terms and Conditions (the “Work Order Terms”) govern all work orders (“Work Orders”) between or among registered services providers (“Providers”) and buyers of their services (“Buyers”) using the Congle website and software platform (the “Platform”). The Buyers and Providers who use the Platform to purchase and offer services have agreed, as a condition of registration, to abide by the Buyer Terms and Conditions, Provider Terms and Conditions, and the terms of the Congle User Agreement (collectively the “Platform Agreements”). Capitalized terms used below have the meaning set forth in the Platform Agreements unless otherwise indicated.

Work Order Process.

These Work Order Terms are incorporated into each Work Order that is submitted by a Buyer and accepted by a Provider. These Work Order Terms, together with any accepted Work Order, are a binding contract between the Buyer and Provider.
1. 1.1 Information.
  
  Each Work Order posted by a Buyer shall state: (a) the identity of the Buyer; (b) the location where the services are to be performed; (c) a description of the services; (d) the work schedule; (e) the fees being paid for the services; and (f) any other specific terms included by the Buyer.
2. 1.2 Acceptance or Changes.
  
  Any Provider may accept a Work Order or make a counteroffer. A Buyer may accept or reject such counteroffer.
3. 1.3 Binding Agreement.
  
  Upon acceptance of a Work Order by a Provider, or upon a Buyer’s acceptance of Provider’s counteroffer, a legally binding agreement exists between such Provider and Buyer, and the terms of that Work Order as modified shall govern the provision of services between the Buyer and Provider.
Payment Terms.

Provider will be paid for the services at the rates stated in the Work Order, subject to deduction of fees payable to Congle for use of the Platform. No other fees, benefits, or compensation of any kind shall be payable to Provider. Provider will only be paid after Provider: (a) has completed all services stated in the Work Order, (b) has verified that the services have been completed using the Platform, and (c) the Buyer has accepted the services via the Platform or otherwise made no complaints concerning the nature, quality, or timeliness of the work performed by Provider. All payments to a Provider for services performed will be facilitated by Congle on behalf of a Buyer.
Independent Contractor Status.

Provider is an independent contractor and not an employee of Buyer. No agreements by or among Buyer or Provider shall be construed to create an employment, partnership, joint venture, or agency relationship. For purposes of verifying its independent contractor status, each Provider expressly represents and warrants that:
1. 3.1 Provider and its employees possess the specialized skills and experience necessary to perform the services for any Buyer to whom it offers its services;
2. 3.2 Neither Congle nor any Buyer will provide Provider with any training, direction, or similar assistance with the services;
3. 3.3 Provider has the right to determine the manner in which the services will be performed consistent with Provider’s experience and specialized skills;
4. 3.4 Except for the Platform and as expressly stated otherwise in a Work Order, Provider will provide all equipment and tools that are necessary to complete the services;
5. 3.5 Provider will not be paid for any additional business expenses that Provider incurs in providing the services unless the Work Order expressly states otherwise, including any office, travel, and telephone expenses; and
6. 3.6 Provider will be responsible for the management of any employees or subcontractors working for it and, without limiting the generality of the foregoing, will be responsible for payment to the proper authorities of all federal, state, or provincial unemployment insurance premiums or taxes, required workers compensation premiums, any pension plan contributions required by any jurisdiction where work is performed, employment expenses for any of Provider’s employees and for deduction and remittance of all income tax due for Provider and any of its employees.
Insurance.
1. 4.1 Provider will maintain worker's compensation and all other employee or worker's insurance coverage legally required in each jurisdiction in which services are performed. In the event that Provider is eligible to opt out of the workers’ compensation requirements under the governing law and chooses to do so, then Provider must submit affirming exemption from worker’s compensation coverage to Congle in electronic form via the Platform. The current form of such statement can be found at the following link: www.app.congle.com/legal/?a=provider Congle may update the form to comply with workers’ compensation requirements in its sole discretion.
2. 4.2 Provider will also maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, and automobile liability insurance coverage with combined limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Work Order. Each Provider acknowledges that additional insurance coverage may be required by a Buyer under an individual Work Order.
3. 4.3 If the shipment of goods by the Provider is required, Buyer will instruct Provider with the Buyer’s shipping company account number, type of equipment, specific packing instructions including type of boxes and material to use, and insurable value. In the event Buyer opts not to insure the goods in transit, Congle and the Provider assumes no responsibility for loss or damage to the equipment.
4. 4.4 Provider hereby waives and releases any and all claims against Congle, Buyer, and their respective affiliates, their governors, directors, managers, officers, employees, and agents for damages, costs, expenses, or other liability resulting from an occurrence or risk for which Provider is required to provide insurance pursuant to these Work Order Terms.
Proprietary Rights.
1. 5.1 All right, title and interest, including copyright and other intellectual property rights in and to any data, information, ideas, concepts or material provided by a Buyer to a Provider for use in performing services are and shall remain a Buyer’s property (“Buyer Content”). Each Buyer grants each Provider who performs services a non-exclusive, non-transferable license during the term of a Work Order to reproduce, display and perform Buyer Content solely in connection with the performance of the services under such Work Order. Buyer Content shall be considered Confidential Information of a Buyer.
2. 5.2 For the purposes of these Work Order Terms, “Work Product” is defined as all inventions, improvements, computer programs, discoveries, ideas, processes, systems, writings or other works made or conceived by a Provider, solely or jointly with others, which (a) are produced as part of or in the course of performing the services under a Work Order; or (b) are conceived of or made during the term of such Work Order with the use or partial use of a Buyer’s systems, equipment, supplies, materials, facilities, computer programs, or Confidential Information. Each Provider agrees to assign and hereby assigns to the applicable Buyer all rights, title and interest it may have in the Work Product, including the source code, compilers, related documentation and materials, and any modifications and enhancements to the Work Product at all stages of development and upon completion, and all patents and copyrights in the Work Product free of any liens and encumbrances. Each Provider shall render all reasonably required assistance to the applicable Buyer to protect the rights described above. Each Provider warrants it has all right, power and authority to affect all assignments, transfers and waivers provided herein.
3. 5.3 Each Buyer acknowledges that the Provider may own or hold inventions, improvements, computer programs, discoveries, ideas, processes, systems, writings or other works (“Pre-existing Provider Intellectual Property“) developed prior to the commencement of services under a Work Order. Each Buyer agrees that all Pre-existing Provider Intellectual Property, and all patent, trade secret and proprietary rights in all techniques and concepts that a Provider may develop from time to time outside the scope of the services under a Work Order and without use of Buyer Content or facilities or Confidential Information, is proprietary to such Provider and shall remain such Provider’s exclusive property. To the extent that Pre-existing Provider Intellectual Property has been incorporated into or is embedded in the Work Product, the Provider hereby grants to the Buyer perpetual, nonexclusive, world-wide, sublicensable, royalty-free right to use, license, execute, modify, reproduce, display, perform, and prepare derivative works based on such Pre-Existing Provider Intellectual Property. The Provider has not and shall not assign, license or otherwise transfer ownership, rights, title, or interest in or to the Work Product to any third party (including but not limited to copyright, patent, trademark, trade secret or any other intellectual proprietary right) or allow any lien or other encumbrance to be placed on any part of the Work Product. The Provider will be responsible for any breach of this section by their employees, representatives and agents.
4. 5.4 Buyer shall own all tangible property, including but not limited to goods, equipment, documents, spreadsheets, notes, disks, text, artwork, computer software, and similar property provided to a Provider by a Buyer. The Provider agrees to deliver this tangible property to a Buyer promptly upon a Buyer’ request, but in any event, after Provider is finished using such tangible property in performing the Services.
Confidentiality.

A Buyer may disclose information to a Provider about their business, finances, technology, products, or services which the Buyer considers to be confidential and proprietary (the “Confidential Information”). Any Confidential Information disclosed to, received, or accessed by a Provider shall be used solely for the purposes of performing the services under the Work Order, and shall not be disclosed to any third party without the express, written consent of the Buyer. The Provider will be obligated to protect all Confidential Information which is disclosed orally or in written form and is identified as confidential or proprietary when disclosed. These Work Order Terms impose no obligation upon a Provider with respect to any information which the Provider can establish by legally sufficient evidence: (a) was in the possession of, or was known by, the Provider prior to its receipt from a Buyer, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Work Order Terms; (c) is obtained by the Provider from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the Provider without the use of Confidential Information and without the participation of individuals who have had access to any Confidential Information. The Provider’s confidentiality obligations with respect to the Confidential Information shall survive the termination of the applicable Work Order and will continue for a period of five (5) years, except for obligations regarding any trade secret information, which shall survive indefinitely.
Warranties and Representations.

In addition to any other warranties and representations set forth in these Work Order Terms, each Provider warrants and represents that:
1. 7.1 The use of any Work Product delivered to any Buyer will not violate any law or regulation, or violate or infringe upon the rights of any other party, including, without limitation, contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation and slander.
2. 7.2 Provider has reached the age of majority and is eligible to contract in the jurisdiction in which the services will be performed.
3. 7.3 Provider has authority to enter into these Work Order Terms and to perform all of Provider’s obligations hereunder.
4. 7.4 Provider shall perform the services in a workmanlike manner, with professional diligence and skill, and in compliance with all applicable laws. The services and any Work Product shall meet any applicable specifications or requirements stated in the applicable Work Order. Without limiting the forgoing warranty, upon notice from Buyer identifying any nonconformance with such specifications or requirements, Provider shall provide any additional Work Product or perform additional services necessary to correct the nonconformance, without further charge to, or payment from, Buyer.
5. 7.5 If Provider resides or will perform work in the United States, Provider will be eligible to provide the services under U.S. federal immigration law and any applicable rules of the United States Citizenship and Immigration Services Agency for the full term of these Work Order Terms.
6. 7.6 In the performance of Services under this Agreement, Provider shall comply with all applicable statutes, or ordinances, rules and regulations of any and all federal, state and municipal regulatory authorities, including all applicable state privacy and consumer protection statutes, ordinances, rules and regulations such as ERISA, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Family and Medical Leave Act, workers’ compensation laws, FICA and federal and state unemployment insurance laws, and all other federal, state and local laws, ordinances, regulations and codes.
7. 7.7 Provider will obtain all required permits, licensed and certificates necessary to perform services under a Work Order.
Limitation of Liability.

BUYER’S MONETARY LIABILITY TO PROVIDER UNDER THE WORK ORDER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAYABLE TO SUCH PROVIDER PURSUANT TO SUCH WORK ORDER, EXCEPT AS THIS LIMITATION IS SPECIFICALLY MODIFIED IN THE APPLICABLE WORK ORDER.
Indemnification of Buyers.

PROVIDER SHALL INDEMNIFY, DEFEND, AND HOLD THE BUYER TO WHOM IT PROVIDES SERVICES HARMLESS FROM ANY AND ALL LOSSES, INJURIES, CLAIMS, DAMAGES, EXPENSES, AND CAUSES OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THE PROVIDER’S PERFORMANCE OF THE SERVICES UNDER A WORK ORDER, INCLUDING WITHOUT LIMITATION, LOSSES OR CLAIMS RESULTING FROM (A) THE PROVIDER’S NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ANY REPRESENTATION, WARRANTY, OR OTHER OBLIGATION UNDER THESE WORK ORDER TERMS; (B) ANY ALLEGATION THAT THE BUYER’S USE OF ANY WORK PRODUCT, INFRINGES OR VIOLATES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHT; OR (C) ANY PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY RESULTING FROM THE PROVIDER’S OR THEIR AGENTS’ ACTS OR OMISSIONS.
Indemnification of Congle.

BOTH PROVIDER AND BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND CONGLE FROM ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE WORK ORDER, INCLUDING ANY CLAIMS BY ANY THIRD PARTY OR GOVERNMENT AGENCY THAT PROVIDER WAS MISCLASSIFIED AS AN INDEPENDENT CONTRACTOR OR EMPLOYEE, AND ANY CLAIM THAT CONGLE WAS AN EMPLOYER OR JOINT EMPLOYER OF PROVIDER, AS WELL AS CLAIMS UNDER ANY EMPLOYMENT LAWS, SUCH AS THOSE RELATING TO EMPLOYMENT TERMINATION, DISCRIMINATION, HARASSMENT OR RETALIATION, AS WELL AS ANY CLAIMS FOR OVERTIME PAY, SICK LEAVE, HOLIDAY OR VACATION PAY, RETIREMENT BENEFITS, WORKER'S COMPENSATION BENEFITS, UNEMPLOYMENT BENEFITS, OR ANY OTHER EMPLOYEE BENEFITS.
Dispute Resolution.

If at any time a dispute, difference, or disagreement shall arise between a Buyer and a Provider over any aspect of the performance or interpretation of a Work Order, such as a dispute over the quality of the Provider’s work or the amount of compensation due, before any litigation or other formal legal action may be commenced either party may demand that the matter be submitted to an informal, non-binding dispute resolution process with Congle acting as a facilitator. No formal procedural or evidentiary rules will apply. Each party will have the opportunity to present their side of the dispute in the presence or simultaneous hearing of the other party and the Congle representative. The process will be conducted by telephone or other electronic means unless both the Provider and the Buyer agree to an in-person process. Any in-person dispute resolution meetings will be held in California, San Jose, unless Congle expressly agrees otherwise. If the parties are not successful in resolving their dispute within five (5) days following submission to Congle, the dispute resolution option outlined in this paragraph 11 expires.
General.

These Work Order Terms shall be governed by the laws of the jurisdiction in which the Buyer resides. These terms shall be valid and enforceable to the fullest extent allowed by such laws. These terms shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns. Any express waiver or failure to exercise promptly any right under these terms will not create a continuing waiver or any expectation of non-enforcement. The Work Order, together with these Work Order Terms, states the entire agreement between a Provider and a Buyer regarding the services to be provided pursuant to such Work Order. Any of these Work Order Terms which by their nature are intended to survive the completion of the services by a Provider and the termination of the Work Order, shall survive such completion and termination.

Last modified: July 7th, 2024

BUYER TERMS AND CONDITIONS

These Buyer Terms and Conditions (the “Buyer Terms”) state the terms and conditions between Congle, LLC (“Congle,” “we,” “us,” or “our”) and users of the Congle website and software platform (the “Platform”) who register as buyers (“Buyer,” “you,” or “your”) to purchase services from registered providers (“Providers”). Buyer and all other Users are also subject to the terms of the Congle User Agreement (“User Agreement”), which is incorporated herein by reference. Capitalized terms used in these Buyer Terms which are not defined have the meaning stated in the User Agreement.

We reserve the right to change the Buyer Terms at any time in our sole business discretion. Please check these Buyer Terms regularly for changes. Your continued use of the Platform following the posting of any changes to the Buyer Terms will constitute your acceptance of and agreement to changes

Relationship.
1. 1.1 These Buyer Terms state the terms under which Buyer has the right to use the Platform, and the obligation to pay Congle fees, if applicable.
2. 1.2 Providers are independent contractors who use the Platform to offer their services and to perform work on specific projects for Buyers pursuant to accepted Work Orders. Congle is not a party to accepted Work Orders or other services agreement between Buyers and Providers. Congle has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or services performed by a Provider under a Work Order.
3. 1.3 Unless modified by you directly through the Platform prior to proposal or by a Provider pursuant to an accepted counteroffer, all Work Orders are governed by Standard Work Order Terms and Conditions accessible by following this link: www.congle.com/legal/?a=workorder.
4. 1.4 Congle is not a party to any Work Order and is not bound by any terms of a Work Order. Work Orders are entered into exclusively by and between Buyers and Providers.
5. 1.5 Congle is not an employer or joint employer of any Provider. Congle is not responsible for the performance or non-performance of any Buyer or any Provider. Each Provider is solely and entirely responsible for the Provider's acts and for the acts of the Provider's employees, agents and subcontractors. Each Buyer is solely and entirely responsible for the Buyer's acts and for the acts of the Buyer's employees, agents and subcontractors.
6. 1.6 In the event Buyer uses a third party to manage Providers on the Platform on behalf of Buyer, the third party is deemed the Buyer’s agent for this and all related purposes. Buyer will remain responsible for all obligations set forth in these Buyer Terms, including without limitation those regarding payment, data ownership, confidential information, and indemnity. In the event the third party breaches these Buyer Terms or the User Terms while acting on Buyer’s behalf, Buyer is responsible for such breach, including any related indemnity. Buyer shall provide the third party with administrator privileges on Buyer’s account. Except as expressly provided herein, Buyer shall not otherwise grant a third party access to its administrator account, and shall not sublicense, assign, sell, grant, or otherwise transfer its privileges under these Buyer Terms.
Provider Data.Buyer acknowledges that the profile information for each Provider available via the Platform is compiled and maintained by the Providers themselves and not Congle. Buyer is responsible for conducting whatever investigation or verification of a Provider’s profile information that Buyer deems necessary for purposes of entering into a Work Order with that Provider. Congle does not and will not investigate Providers and does not certify or verify the skills, qualifications, background, experience or other Profile Information or other information provided by Providers in their profile or elsewhere through the Platform. Congle makes no representation as to the validity or accuracy of information provided by Providers. Buyer uses the Platform and contracts with Providers for completion of Work Orders at its own risk.
Provider Registration.Buyer will have access to profiles of all registered Providers offering their services through the Congle Marketplace.
Tier 1 Service Company.Buyers who meet the requirements and register as a Tier 1 Service Company in their profile or otherwise will receive a Tier 1 Service Company designation. By registering as a Tier 1 Service Company, Buyer represents and warrants it: (1) operates operates an ongoing and registered business in its state of residence; (2) it operates under an Employer Identification Number (EIN); (3) it maintains Worker’s Compensation insurance; and (4) it has 3 or more employees. Buyer agrees to notify Congle if it no longer meets a Tier 1 Service Company requirement.
Buyer Data.
1. 5.1 The Platform allows Buyers to create a profile to be viewed by prospective Providers who wish to offer their services. Congle does not own any information, text, data, or other content that Buyer submits, stores, or uses in the Platform, including all Work Order information (the “Buyer Data”). Buyer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Buyer Data.
2. 5.2 Buyer grants Congle a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display Buyer Data solely in connection with its operation of the Platform and related business purposes. Congle will only use personally identifiable information of Buyer included in the Buyer Data for purposes of providing, improving and customizing the Platform, and to de-identify such Buyer Data as well as for any purpose set forth in the Congle Privacy Policy. Once Congle has de-identified Buyer Data, Congle may analyze, use and disclose such de-identified information for any purpose, including for marketing and advertising via the Platform interface, and as otherwise set forth in its Privacy Policy.
3. 5.3 Buyer must enter information and data in the Platform for purposes of accepting and updating the status of Work Orders. All such Work Order information is the property of the applicable Buyer.
Payment to Providers and Fees.
1. 6.1 A Provider who performs work for a Buyer under a Work Order through the Platform will be paid by Congle on behalf of the Buyer. As a condition of being allowed to post and accept Work Orders between Buyers and Providers via the Platform, Buyer must deposit funds with Congle or meet Congle’s credit requirements. California regulations prohibit prefunding, therefore Buyers in California must meet the credit requirements. Any Buyer funds held by Congle will be held in a custodial account and will be commingled with the funds of other Buyers. Buyer acknowledges that Congle will not pay interest on the funds it holds on deposit.
2. 6.2 Congle charges fees for the use of the Platform upon completion of a Work Order. When a Buyer sources a Provider through the Platform, the Provider will pay Congle a set percentage of the fees agreed to in the Work Order. Congle will deduct these fees directly from the fees payable to a Provider by a Buyer. The fees Congle charges Providers are subject to periodic changes in its sole business discretion. Use of the Platform constitutes acceptance of Congle’s most current pricing.
3. 6.3 Once a Provider completes the services set forth in a Work Order, the Provider will designate the Work Order as complete. Congle will then provide notice(s) to Buyer that the Work Order has been marked complete. Buyer will have the opportunity to authorize its acceptance of a completed Work Order, reject the Work Order as having been completed to its satisfaction, or otherwise dispute its acceptance of the completed Work Order. If Buyer does not accept reject, or dispute a completed Work Order within 15 days of Provider having marked it complete, Buyer will have been deemed to accept the completed Work Order, and Buyer will be charged the applicable fees.
4. 6.4 Once the authorization of the acceptance of a completed Work Order through the Platform in accordance with the Work Order Terms has been done and Congle facilitates Buyer’s payment for services under the Work Order to the Provider, Congle shall have no further financial obligation with respect to Buyer or Provider under that Work Order. Any refund of amounts paid or a warranty claim related to a Work Order shall be the responsibility of the Provider who was paid for the services.
5. 6.5 In addition to any other remedies it may have under these Buyer Terms, Congle reserves the right to suspend or terminate Buyer’s access to the Platform in order to protect Congle’s rights and interests.
6. 6.6 In the event that any jurisdiction imposes sales, use, value-added, excise, or other taxes payable on account of payments to Congle, other than taxes on Congle’s own income (“Taxes”), Congle’s fees will be increased to cover such Taxes so that it receives a net amount equal to the full amount of the fees or other payment obligations that would otherwise have been payable under these Buyer Terms as if no such deduction or withholding was required.
Tax Reporting and Payment Obligations.
1. 7.1 As a service to registered Buyers and on behalf of registered Buyers, Congle will provide Providers with annual 1099s and file such forms as required by the Internal Revenue Service. The filings will only be made for Providers who are U.S. Residents, for net fees paid to Providers on Work Orders sourced through the Platform, and for work done in the United States for each year that the fees paid to Provider for completed Work Orders exceeds $600.
2. 7.2 Subject to Section 7.1, Buyer otherwise will be responsible for meeting any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of the payment of fees or other compensation to Providers for services provided pursuant to Work Orders completed via the Platform.
Service Levels.

Congle will use reasonable efforts to make the Platform available for access and use by Buyer. Buyer acknowledges and agrees that Congle will not be liable for (a) any unavailability caused by acts or omissions of Buyer, any Providers or other third parties, or caused by events outside Congle’s control; (b) problems with Buyer’s internet access or private computer network and equipment; and (c) Congle’s regularly scheduled maintenance work. Congle will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Platform, whether scheduled or not.
Support and Maintenance.

Congle will provide email, text-based, or telephone support to Buyer. Currently, such support generally is available Monday through Friday, excluding U.S. Federal Holidays, from 7:00 a.m. to 5:00 p.m. U.S. Central Time. Support shall include assistance with general usage and functionality issues and correction of software bugs and errors. Congle will make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem.
Data Security.

Congle will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Buyer in accessing and using the Platform. Buyer is solely responsible for the security of all usernames and passwords that may be required to access and use the Platform. If the security of such information is comprised, Buyer agrees to promptly notify congle.
Equipment Costs.

Buyer will be responsible for all equipment, network, and other costs necessary for Buyer to access and use the Platform via the Internet.
No Consulting Services.

Congle will not be obligated to provide Buyer with any consulting or other services related to the use of the Platform.
Confidentiality.
1. 13.1 Definition.
  
  In performing and accepting services under these Buyer Terms, Congle and Buyer may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
2. 13.2 Obligations.
  
  Congle and Buyer will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under this Agreement. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of this Agreement, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of this Agreement. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.
3. 13.3 Limitations.
  
  These Buyer Terms impose no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Buyer Terms; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
4. 13.4 Ownership.
  
  Each party retains all intellectual property rights in and to its own Confidential Information.
5. 13.5 Survival.
  
  The confidentiality provisions of these Buyer Terms shall survive its termination for a period of five (5) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely.
No Circumvention; Non-Interference.
1. 14.1 Buyer shall engage Providers to perform Work Orders directly through the Platform only. Buyer shall not communicate with any Providers outside of the Platform for the purpose of avoiding any obligations under these Buyer Terms or the User Agreement, including the obligation to pay any Congle fees. Buyer shall not take any actions which would circumvent the processing of payments through the Platform or prevent Congle from collecting transaction fees due from a Provider.
2. 14.2 For the term of Buyer’s use of the Platform and one (1) year thereafter, Buyer shall not directly or indirectly: (a) solicit for employment or contract services or hire any Provider to perform services similar to those offered by Provider through the platform, except for services to be performed pursuant to Work Orders via the Platform without the prior written consent of Congle; nor (b) take any action which interferes with the contractual relationship between Congle and any of its Providers.
Term and Termination.These Buyer Terms commence when Buyer registers to use the Platform for the first time and continue in force until terminated by either party. Buyer may terminate these Buyer Terms immediately upon notice to Congle at any time and for any reason. Congle may terminate these Buyer Terms immediately without any notice at any time and for any reason. Upon termination by either party, Buyer’s rights to access and use the Platform will cease immediately. Upon any termination, Buyer will not be relieved of any obligation to pay any fees due to Congle which accrued before the termination date. If these Buyer Terms are terminated for any reason, Congle will make the Buyer Data available for transmittal to Buyer within a reasonable period after receiving a written request from Buyer, provided such request is received within sixty (60) days following termination.
Warranties and Disclaimer.
1. 16.1 General.
  
  Congle and Buyer each represent and warrant as to themselves that (a) each are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which they were formed (in the case of Buyers who are not individual persons); (b) each has full power and authority to execute, deliver, and perform these Buyer Terms; (c) these Buyer Terms have been duly authorized, executed, and delivered by and are a legal, valid, and binding obligation in accordance with these terms; and (d) each of their obligations under these Buyer Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.
2. 16.2 Buyer Data.
  
  Buyer represents and warrants that: (a) Buyer owns or has secured sufficient intellectual property rights to the Buyer Data to deliver it to Congle for use in the Platform as intended by these Buyer Terms; (b) the Buyer Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Buyer Data does not and will not contain a software virus or other harmful component.
Disclaimer.USE OF THE PLATFORM IS AT BUYER’S SOLE RISK. EXCEPT AS SET FORTH EXPRESSLY IN THESE TERMS AND CONDITIONS, THE PLATFORM IS PROVIDED “AS IS” AND “AS-AVAILABLE” AND WITHOUT A WARRANTY OF ANY KIND.CONGLE DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONGLE DOES NOT WARRANT THAT THE PLATFORM WILL MEET ANY USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY CONGLE WILL CREATE A WARRANTY REGARDING THE PLATFORM. NO AGENT OR EMPLOYEE OF CONGLE IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF CONGLE OR MODIFY THE LIMITATIONS STATED IN THIS SECTION 17.
Indemnification.
1. 18.1 Congle Indemnification.
  
  Congle shall indemnify and hold Buyer, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of Congle set forth herein; or (b) a claim that the use of the Platform (other than third party materials) infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in Congle’s opinion such a claim is likely, Congle shall have the right, at its option, to obtain for Buyer the continuing right to use the Platform, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS SECTION SETS FORTH CONGLE’S SOLE AND EXCLUSIVE LIABILITY, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR CONGLE’S INFRINGEMENT OF THIRD-PARTY RIGHTS OF ANY KIND.
2. 18.2 Buyer Indemnification.
  
  Buyer shall indemnify and hold Congle, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) a claim based on any alleged misuse of the Platform by Buyer, or its agent or a claim that any Buyer Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Buyer set forth herein; and; and (c) any claims arising out of or related to any Work Order, including (i) any claims by any third party or government agency that a Provider was misclassified as an independent contractor or employee of Buyer; and (ii) any claim that Congle was an employer or joint employer of a Provider; and (iii) related legal claims under any employment laws.
3. 18.3 Conditions.
  
  Each party shall indemnify the other party as set forth above provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.
Limitations of Liability.
1. 19.1 CONGLE’S AGGREGATE LIABILITY TO BUYER FOR CLAIMS RELATING TO THESE TERMS, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO CONGLE FOR WORK ORDERS COMPLETED FOR BUYER DURING THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE BUYER TERMS OR $2,500, WHICHEVER IS LESS.
2. 19.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
3. 19.3 Allocation of Risk.
  
  Congle and Buyer acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these Buyer Terms, and that absent these limitations the parties would not have executed these Buyer Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

Last modified: May 2024.

INTEGRATION AND API AGREEMENT

CONGLE

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE ACCEPTED BY SUBMISSION OF A SALES ORDER THAT INCLUDES USE OF OR ACCESS TO THE API, OR BY OTHERWISE ACCESSING OR USING THE API.

This Integration and API Agreement (“Integration Agreement”) is entered into between Congle, LLC (“Congle,” “we,” “us,” or “our”) and the user named on the Sales Order (“Customer,” “you,” or “your”) of the Congle website and software platform (the “Platform”) who register to use or use our Application Programming Interface (“API”).

Definitions.
1. “API” Application Programming Interface (API) means the Platform’s programming interface through which the customer data is exchanged or interfaced with the Platform. API includes any accompanying or related documentation, source code, executable applications or other materials made available by Congle, including without limitation, through its API developer website.
2. “Document” means the hosted documentation including code examples, SDK’s, steps made available by Congle relating to the integration.
3. “Inbound” means any data that is sent into the Platform.
4. “Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, and all similar proprietary rights of every type that may exist now or in the future in any jurisdiction.
5. “Outbound” means any data that is sent out of the Platform.
6. “Third-Party Services” means the service/dispatch management solution used by the Customer that interact with the API.
Purpose. The API is offered as a Software as a Service (“SaaS”). This Integration Agreement sets forth the terms of your use and/or access of the API, other software, Documents, and other content for the purpose of developing, implementing, hosting, building, or using a website or mobile application that integrates with other business products or services, and your access to a staging environment (“Staging Environment”) to carry out reasonable tests to determine integration suitability and capability prior to using it in a live environment.
Applicability of Other Agreements with Congle. By accepting this Integration Agreement, Customer will continue to be bound by the Field Nation User Agreement, Buyer Terms and Conditions, Standard Work Order Terms and Conditions and Privacy Policy. Capitalized terms used in this Integration Agreement which are not defined have the meaning stated in the User Agreement or Buyer Terms and Conditions, as applicable.
Revisions to Agreements with Field Nation Accepted with Continued Use. We reserve the right to revise, update, or modify the Congle User Agreement, Buyer Terms and Conditions, Standard Work Order Terms and Conditions and Privacy Policy at any time in our sole business discretion. By continuing to use the Field Nation Platform you agree to these revised Congle Agreements. Please check these Congle Agreements regularly for changes. Your continued use of the API and the Platform following the posting of any changes to the Congle Agreements will constitute your acceptance of and agreement to our changes, including rate changes. Congle may also revise, update or modify this Integration Agreement from time to time.
License. By entering into this Integration Agreement to become a user of the API, Congle grants you a non-exclusive, non-transferable, revocable, limited license (“License”) for the duration of your registration and use of the API. Your License allows you to:

(i) develop, implement, host, build, or use a website or mobile application that integrates with your business products or services, including Third-Party Services in a live environment; and

(ii) access a Staging Environment to carry out reasonable tests to determine integration suitability and capability prior to using it in a live environment; you may only use de-identified data in the Staging Environment; the Staging Environment is not live and may not be used as a live environment.

You acknowledge the License does not grant you Intellectual Property Rights beyond those expressly granted in this Integration Agreement. You agree not to copy, duplicate, sublicense, reproduce, transmit, modify, or reverse engineer the API or related Congle Intellectual Property Rights. You agree not to circumvent the Congle platform in order to build your own separate marketplace platform product.
Fees and Invoices
Customer will be billed based on the rates and schedule agreed upon in the Customer’s signed Sales Order. To the extent that there is no payment terms set forth in the Sales Order, invoiced amounts are due thirty (30) days following the date of the invoice.
Support.
Integration customers will receive premier support services. Integration issues will be directly escalated to the Triage/Implementation support teams and expedited assistance will be provided for critical production issues. Any outstanding bugs will be prioritized after evaluation from the product team and critical or blocker issues will be prioritized. The implementation engineer will be available for answering basic questions and to provide minimal assistance for any ongoing minor changes.

Congle will provide you with information about the API to assist you in your integration efforts. If you encounter issues during the integration process, you can contact Congle’s support team for assistance. Any requests for support must be created as the support case at https://congleus.com/247itsupport

Congle will provide email, text-based, or telephone support to Customer. Currently, such support generally is available Monday through Friday, excluding U.S. Federal Holidays, from 7:00 a.m. to 5:00 p.m. U.S. Central Time. Support shall include assistance with general usage and functionality issues and correction of software bugs and errors. Congle will make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem. In the event you use the API for a “go live” event (“Go Live”), you should schedule your Go Live date during a time when support is generally available.

Congle infrastructure is designed for high-availability and shall use commercially reasonable efforts to ensure the ongoing availability of the integration service, The general platform and integrations services availability is generally over 99%, but Congle makes no guarantee regarding uptime and availability. Congle does not guarantee the uptime nor availability of the third-party applications/servers used by the customer.
No Consulting Services.

While Congle will provide training to Customers during the integration process, Congle will not be obligated to provide Customer with any consulting or other services related to the use of the Platform.
Subcontractors and Agents.

In the event Customer uses a third party to manage, use, or otherwise direct Customer’s use of the API on behalf of Customer, the third party is deemed the Customer’s agent for this and all related purposes. Customer will remain responsible for all obligations set forth in this Integration Agreement, including without limitation those regarding payment, data ownership, confidential information, and indemnity. In the event the third party breaches this Integration Agreement or the User Terms while acting on Customer’s behalf, Customer is responsible for such breach, including any related indemnity. Customer shall provide the third party with administrator privileges on Customer’s account. Except as expressly provided herein, Customer shall not otherwise grant a third party access to its administrator account, and shall not sublicense, assign, sell, grant, or otherwise transfer its privileges under this Integration Agreement.
Customer Data.
1. The API, in conjunction with the Platform, allows Customers to integrate its information. Congle does not own any information, text, data, or other content that Customer submits, stores, or uses with the API (the “Customer Data”). Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property Rights ownership or right to use of all Customer Data.
2. Customer grants Congle a royalty-free, worldwide, non-exclusive right and license to use Customer Data solely in connection with its operation of the API and the Platform and related business purposes. Congle will only use personally identifiable information of Customer included in the Customer Data for purposes of providing, improving, and developing the API and the Platform, and to de-identify such Customer Data as well as for any purpose set forth in the Congle Privacy Policy.
Data Security.

Congle will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Customer in accessing and using the API in conjunction with the Platform. Customer is solely responsible for the security of all usernames and passwords that may be required to access and use the API and the Platform. If the security of such information is comprised, Customer agrees to promptly notify Congle.
Equipment Costs.

Customer will be responsible for all equipment, network, and other costs necessary for Customer to access and use the API.
Confidentiality.
1. Definition.
  
  In performing and accepting services under this Integration Agreement, Congle and Customer may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
2. Obligations.
  
  Congle and Customer will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under this Agreement. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of this Agreement, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of this Agreement. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.
3. Limitations.
  
  This Integration Agreement imposes no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Integration Agreement; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
4. Ownership.
  
  Each party retains all Intellectual Property Rights in and to its own Confidential Information.
5. Survival.
  
  The confidentiality provisions of this Integration Agreement shall survive its termination for a period of five (5) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely so long as the information remains a trade secret.
Term and Termination.
This Integration Agreement commences upon Customer signing the Congle Sales Order incorporating this Agreement and paying the set-up fee identified in the Sales Order or by otherwise accessing or using the integration product. This Agreement continues until terminated by either party with thirty (30) days notice or until terminated by Congle immediately if Customer violates the terms of this Integration Agreement, the Congle User Agreement, Buyer Terms and Conditions, Standard Work Order Terms and Conditions, or Privacy Policy. Upon termination by either party, the Customer’s rights to access and use the API will cease immediately. Upon any termination, the Customer will not be relieved of any obligation to pay any fees due to Congle which accrued before the termination date. If this Integration Agreement is terminated for any reason, Congle will make the Customer Data available for transmittal to Customer within a reasonable period after receiving a written request from Customer, provided such request is received within sixty (60) days following termination.
Warranties and Disclaimer.
1. General.
  
  Congle and Customer each represent and warrant as to themselves that (a) each are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which they were formed (in the case of Customers who are not individual persons); (b) each has full power and authority to execute, deliver, and perform this Integration Agreement; (c) this Integration Agreement has been duly authorized, executed, and delivered by and are a legal, valid, and binding obligation in accordance with these terms; and (d) each of their obligations under this Integration Agreement shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency
2. Customer Data.
  
  Customer represents and warrants that: (a) Customer owns or has secured sufficient Intellectual Property Rights to the Customer Data to deliver it to Congle for use in the API and the Platform as intended by this Integration Agreement; (b) the Customer Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Customer Data does not and will not contain a software virus or other harmful component.
Disclaimer.
1. General
  
  USE OF THE API AND THE PLATFORM IS AT CUSTOMER’S SOLE RISK. EXCEPT AS SET FORTH EXPRESSLY IN THIS INTEGRATION AGREEMENT, THE API AND PLATFORM ARE PROVIDED “AS IS” AND “AS-AVAILABLE” AND WITHOUT A WARRANTY OF ANY KIND. CONGLE DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE API AND PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONGLE DOES NOT WARRANT THAT THE API OR PLATFORM WILL MEET ANY USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY CONGLE WILL CREATE A WARRANTY REGARDING THE API OR PLATFORM. NO AGENT OR EMPLOYEE OF CONGLE IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF CONGLE OR MODIFY THE LIMITATIONS STATED IN THIS SECTION.
Indemnification.
1. Congle Indemnification.
  
  Congle shall indemnify and hold Customer, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of Congle set forth herein; or (b) a claim that the use of the API (other than third party materials) in a manner contemplated by this Agreement and in compliance with the other terms and conditions applicable to use of or access to the API infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in Congle’s opinion such a claim is likely, Congle shall have the right, at its option, to obtain for Customer the continuing right to use the API, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS SECTION SETS FORTH CONGLE’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR CONGLE’S INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND.
2. Customer Indemnification.
  
  Customer shall indemnify and hold Congle, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) a claim based on any alleged misuse of the API by Customer, or its agent or a claim that any Customer Data infringes the copyright, trademark, patent rights or any other Intellectual Property Rights of any third party; (b) a claim that you otherwise used the API or Platform to harm a third party; (c) any alleged conduct which would constitute a breach of the representations and warranties of Customer set forth herein; (d) your violation of applicable law, or (e) collection by Congle of any amounts due to it pursuant to this Agreement, whether or not a formal action has been commenced
3. Conditions.
  
  Each party shall indemnify the other party as set forth above provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.
Limitations of Liability.
1. CONGLE’S AGGREGATE LIABILITY TO CUSTOMER FOR CLAIMS RELATING TO THIS INTEGRATION AGREEMENT, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO FIELD NATION BY CUSTOMER FOR THE API DURING THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THIS INTEGRATION AGREEMENT OR $2,500, WHICHEVER IS LESS.
2. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
3. Allocation of Risk.
  
  Congle and Customer acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of this Integration Agreement, and that absent these limitations the parties would not have executed this Integration Agreement. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

Congle One Contract Agreement

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE ACCEPTED BY SUBMISSION OF AN ORDER FORM FOR THE PREMIER OR PLUS PACKAGE INCLUDING CONGLE ONE OR BY OTHERWISE ACCESSING THE CONGLE ONE SERVICE.

This agreement (“Agreement“) is entered into, by and between Congle, LLC, a limited liability company (“Congle”) and the Subscriber named on an Order Form or other users of the Congle One Service (“Subscriber”) to be effective as of the date of signature on Subscriber’s Order Form or the date that the Subscriber otherwise accesses the Congle One Service (“Effective Date”). Congle and Subscriber shall individually be referred to as a “Party” and collectively as the “Parties”.

Recitals.

WHEREAS, Congle owns and operates a website and software platform (the “Platform”) that facilitates workforce management;
WHEREAS, Subscriber desires to utilize the Platform to manage its workforce with a network created and provided by Congle (a “Subscriber Network”) on the Platform; and
WHEREAS, Congle has agreed to provide the Subscriber Network to Subscriber, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

The Services. This Agreement sets forth the terms and conditions under which Congle agrees to create and maintain for Subscriber the Subscriber Network and provide other services necessary for Subscriber’s use of such Subscriber Network (the “Services“). Congle grants Subscriber a limited, revocable, nonexclusive, royalty-free, and worldwide license for an employee or representative of Subscriber (the “Authorized User”) to access and use the Subscriber Network on behalf of Subscriber. Subscriber shall be responsible for all actions of the Authorized User. The Parties hereto agree that the Subscriber Network will only be used by Subscriber to facilitate the Subscriber’s workforce; provided, however, any member of Subscriber’s workforce may also be a Provider (as such term is defined in the Congle User Agreement) under the Platform and such Provider’s performance of services through the Platform for any party other than the Subscriber shall be governed by the various agreements set forth on the Platform that govern Providers.
Service Levels. Congle will use reasonable efforts to make the Subscriber Network available for access and use by Subscriber. Subscriber acknowledges that Congle will not be liable for (a) any unavailability caused by acts or omissions of Subscriber, the Authorized User or other third parties, or caused by events outside Congle’s control; (b) problems with Subscriber’s or Authorized Users internet access or computer network and equipment; and (c) Congle’s regularly scheduled maintenance work. Congle will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Platform, whether scheduled or not.
Support and Maintenance. Congle shall provide email, text-based, or telephone support to Subscriber Monday through Friday, excluding U.S. Federal Holidays, from 8:00 a.m. to 5:00 p.m. U.S. Central Time. Support shall include assistance with general usage and functionality issues and correction of software bugs and errors. Congle shall make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem.
Data
1. Subscriber Data. The Subscriber Network will allow Subscriber to create profiles to be used by it to manage its workforce.Congle does not own any information, text, data, or other content that Subscriber submits, stores, or uses in the Subscriber Network, including all “work order” information (the “Subscriber Data”). Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data. Congle is hereby granted a nonexclusive perpetual license to use Subscriber Data for internal tracking and product development and research.
2. Provider Data. If a member of the Subscriber’s workforce is also a Provider on the Platform, any data related to such activities shall be owned pursuant to the terms of the Provider Terms and Conditions.
3. Security. Congle will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Subscriber in accessing and using the Subscriber Network. Subscriber is solely responsible for the security of all usernames and passwords that may be required to access and use the Subscriber Network by the Authorized User. If the security of such information is compromised, Subscriber shall promptly notify Congle.
Equipment Costs. Subscriber will be responsible for all equipment, network, and other costs necessary for Subscriber to access and use the Subscriber Network via the Internet.
Confidentiality.
1. Definition. In performing and accepting Services under this Agreement, Congle and Subscriber may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
2. Obligations. Congle and Subscriber will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under this Agreement. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of this Agreement, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of this Agreement. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care
3. Limitations. This Agreement imposes no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
4. Survival. The confidentiality provisions of this Agreement shall survive its termination for a period of three (3) years, except for the obligations of the Parties regarding any trade secret information which shall survive indefinitely.
Legal Obligations Related to Worker.
1. Without limiting any obligations imposed by law or contract, Congle shall assume the following responsibilities related to workers in the Subscriber Network;
2. Congle is providing the Subscriber Network to Subscriber as set forth in this Agreement, and is not engaging the worker as an employee, co-employee, or independent contractor. Congle is not a joint employer with Subscriber. Subscriber, and not Congle, is responsible to all legal obligations to worker, whether worker is engaged as a contractor or employee, or subsequently determined to be a contractor or employee. This includes but is not limited to: (a) abide by all applicable international, federal, state, and local laws, including without limitation those related to discrimination, harassment, retaliation, federal contracting, workplace safety, intellectual property rights, worker verification, tax withholding and payment, tax contributions, tax reporting,, wage and hour, overtime, minimum wage, reimbursement, paid time off, workers’ compensation, unemployment, benefits including the Affordable Care Act, reference and background checks, drug testing, human resource functions, training, health and safety, and all related recordkeeping and reporting requirements; (b) provide a safe workplace in compliance with applicable law, to the extent one is provided; and (c) maintain all required insurance, including commercial general liability, automobile (for any worker performing driving services), workers’ compensation, health care, umbrella coverage, and commercial blanket bond coverage (for any worker handling cash, with access to financial records, or with computer access).
3. Subscriber shall take appropriate steps to ensure protection of its intellectual property and confidential information, including obtaining any necessary agreements related to ownership or assignment of intellectual property and protection of confidential information.
Term and Termination; Renewals.
1. Term. This Agreement is legally binding as of the Effective Date and shall continue for a full twelve (12) months from the Effective Date (the “Term”) with automatic renewal unless otherwise agreed to in the Order Form. The Agreement will be automatically renewed for a twelve (12) month Term unless a cancellation Notice is given to Congle during the final thirty (30) days of the current Term.
2. Termination for Convenience. Congle may terminate this Agreement for convenience upon sixty (60) days prior written notice to the Customer.
3. Termination for Cause. If either Party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching Party is not diligently pursuing a cure to the non-breaching Party’s sole satisfaction, within ten (10) calendar days after written notice of the breach the non-breaching Party may terminate this Agreement for cause as of a date specified in such notice.
4. Payments upon Termination. Upon the termination of this Agreement, Subscriber shall pay to Congle all undisputed amounts due and payable hereunder, if any.
Payment Terms; Billing. Subscriber shall enter into a separate Order Form detailing Payment Terms for Congle One and any other purchased Congle Products. Subscriber shall be responsible for and shall pay to Congle in accordance with the payment terms described and agreed to on the Order Form. Any sum due Congle for the Services for which payment is not otherwise specified on the Order Form shall be due and payable thirty (30) business days after receipt by Subscriber of an invoice from Congle. If Subscriber has previously agreed to a Letter of Credit the standard payment terms and conditions of that Letter of Credit supersede any payment terms in this Agreement or any agreement incorporated by reference.
No Circumvention; No Solicitation.
1. Subscriber shall pay Providers through the Platform only. Subscriber shall not pay the Provider outside of the Platform for the purpose of avoiding any obligations under this Agreement. Subscriber shall not take any actions which would circumvent the processing of payments through the Platform or prevent Congle from collecting transaction fees due from Subscriber or otherwise. In the event Subscriber and Provider had a preexisting relationship prior to contact on the Congle Platform, this restriction regarding payment solely through the Platform shall not apply.
2. For the term of Subscriber’s use of the Platform and one (1) year thereafter, Subscriber shall not directly or indirectly: (a) solicit Providers to provide Services outside the Platform; (b) solicit for employment or contract services or hire any Provider to perform services similar to those offered by Provider through the Platform, except for services to be performed pursuant to Work Orders via the Platform without the prior written consent of Congle; nor (c) take any action which interferes with the contractual relationship between Congle and any of its Providers.
No Warranty; Limitations of Liability; Indemnification. USE OF THE SUBSCRIBER NETWORK IS AT SUBSCRIBER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT A WARRANTY OF ANY KIND. CONGLE SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE AND ACCESS, OR INABILITY TO USE AND ACCESS THE SUBSCRIBER NETWORK. CONGLE IS RELYING ON THE FOREGOING WARRANTY AND LIABILITY LIMITATIONS IN PROVIDING THE SUBSCRIBER NETWORK.
Indemnification. Subscriber will indemnify, defend, and hold Congle, its parents, subsidiaries, affiliates, representatives, and licensors, and each of its respective officers, managers, directors, agents, independent contractors, employees, consultants, service providers, and agents (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities, fines, taxes, attorneys’ fees, costs and expenses (“Claims”) arising out of or relating to: (a) Subscriber’s use or misuse of the Subscriber Network; (b) Subscriber’s failure to perform its obligations under this Agreement; (c) the use of the Subscriber Network by any party other than the Authorized User who has access to the Subscriber’s Authorized User’s access codes or information, computer or any other electronic device; (d) the negligent or intentional acts of Subscriber or its Authorized Users; (e) violation of the law by Subscriber or its Authorized Users; (f) any claim by a worker who applies through or is engaged through the Subscriber Network based on a joint employer or misclassification allegation; and (g) alleged violation of trademark, patent, copyright, trade secret or other intellectual property rights, or any third party contractual restrictions such as a non-compete, arising out of or related to the Subscriber Platform. Subscriber agrees to provide Congle with notice within ten days of either the discovery of the occurrence upon which the Claim may be based or learning of the Claim, whichever occurs first.
Trademarks. “Congle” is a trademark of Congle, LLC. All other marks, names, and logos displayed by the Subscriber Network are the property of Congle or their respective owners. Use of Congle’s trademarks and other marks, names and logos displayed by the Subscriber without Congle’s prior written consent is strictly prohibited.
General.
1. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of California and the federal laws of the United States of America. The parties agree that any disputes arising out of or related to this Agreement or the Subscriber Platform be filed and resolved in Ramsey or Hennepin County, California, and the parties consent to jurisdiction therein. To the extent permitted by law, the prevailing party in any action arising out of or related to this Agreement or the Subscriber Platform shall be awarded its reasonable attorneys’ fees and costs.
2. Compliance with Laws. Both Parties agree to comply with all applicable international, federal, state, and local laws, executive orders and regulations issued, where applicable. Cooperation where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.
3. No Waiver. The failure of either Party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.
4. Assignment of Agreement. Neither Congle nor Subscriber can assign this Agreement without the consent of the other Party.
5. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.
6. Amendment. This Agreement may only be amended by an instrument in writing signed by the Parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.