> For the complete documentation index, see [llms.txt](https://help.fielddoc.org/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://help.fielddoc.org/service-agreements/master-services-agreement.md).

# Master Services Agreement

This Agreement becomes effective on the earliest date that Customer does any of the following: accepts this Agreement online, signs an Order Form or Statement of Work that references this Agreement, or creates a FieldDoc subscription. That date is the “Effective Date.”

This Agreement governs Customer’s access to and use of the FieldDoc Platform and related services, including any Applications, subscriptions, modules, tools, workspaces, support services, professional services, data services, integrations, and other services made available to Customer under this Agreement or applicable Subscription Documentation. “Customer” means the organization, entity, or individual entering into this Agreement, including any individual users, employees, contractors, representatives, collaborators, affiliates, or other persons whom Customer authorizes or permits to access or use the FieldDoc Platform or related services under Customer’s account or subscription (“Authorized Users”). Customer is responsible for all access to and use of the FieldDoc Platform and related services by its Authorized Users and for their compliance with this Agreement.

By creating, purchasing, accepting, or using a FieldDoc account or subscription on behalf of Customer, the individual completing the sign-up, order, or acceptance process represents and warrants that they have authority to bind Customer to this Agreement. If the individual does not have such authority, they may not create, accept, or use the account or subscription on behalf of Customer.

### 1. Definitions

For purposes of this Agreement:

“**Applications**” means the individual applications, modules, products, or service offerings made available through or in connection with the FieldDoc Platform, including FieldDoc Data Manager, Groundwork, and any other FieldDoc applications, modules, or products that The Commons may make available from time to time.

“**Authorized Users**” means Customer’s employees, contractors, consultants, agents, collaborators, or other individuals who are authorized by Customer to access the Services under Customer’s account or workspace.

“**Customer Data**” means all data, content, records, files, geospatial information, activity information, project information, metrics, reports, attachments, and other materials submitted to, uploaded to, imported into, or generated through the Services by or on behalf of Customer or its Authorized Users. Customer Data does not include FieldDoc’s underlying software, platform technology, system analytics, aggregated or de-identified usage information, or pre-existing FieldDoc intellectual property.

“**Documentation**” means FieldDoc’s user guides, help materials, technical documentation, training materials, and service descriptions made available to Customers.

“**FieldDoc Platform**” means the FieldDoc technology platform owned and operated by The Commons, including its applications, modules, tools, interfaces, databases, workflows, documentation, APIs, integrations, and related technology.

“**Order Form**” means an ordering document, subscription form, invoice, online checkout process, statement of work, or similar document that identifies the Services, fees, subscription package, term, usage limits, support level, or other applicable terms.

“**Services**” means the FieldDoc Platform, Applications, software, documentation, support, hosting, subscription services, professional services, data services, integrations, and related services provided by The Commons or FieldDoc under this Agreement or applicable Subscription Documentation.

“**Subscription Documentation**” means any Order Form, online subscription selection, checkout page, pricing page, invoice, Statement of Work, support plan, grant agreement, program agreement, or other written documentation that describes Customer’s subscription tier, fees, features, services, usage limits, support level, or other commercial terms.

“**Subscription Term**” means the period during which Customer is authorized to access the applicable Services or Applications, as stated in the applicable Subscription Documentation. If no term is stated, the Subscription Term will begin on the Effective Date or the date the applicable Services are made available to Customer and will continue for one year unless terminated earlier in accordance with this Agreement.

“**Third-Party Services**” means third-party data sources, software, applications, APIs, models, mapping services, hosting providers, integrations, or other services that interoperate with or are used in connection with the Services.

“**Workspace**” means a FieldDoc environment associated with an organization or collaborative relationship through which Customer or its Authorized Users may manage, view, share, or access records.

### 2. Scope of Services

The Commons provides the FieldDoc Platform to allow organizations to document, manage, track, analyze, share, and report nature-based, conservation, restoration, water quality, environmental, geospatial, and related programmatic activities. The FieldDoc Platform may include multiple Applications, including FieldDoc Data Manager, Groundwork, and other applications, modules, tools, or services made available by The Commons from time to time.

Depending on Customer’s subscription, purchase, workspace configuration, permissions, and applicable Subscription Documentation, the Services may include tools for activity tracking, project and portfolio management, funder reporting, environmental impact estimation, geospatial analysis, mapping, collaboration, dashboards, data imports and exports, data management, workflow support, and related services.

Customer’s access to specific Applications, features, usage limits, support levels, data retention periods, professional services, and other service-specific terms will be determined by the applicable Subscription Documentation.

### 3. Access and Use of the Services

#### 3.1 Access Rights

Subject to this Agreement and applicable Subscription Documentation, FieldDoc grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, including the Applications made available to Customer, during the applicable Subscription Term for Customer’s internal programmatic, reporting, collaboration, grant management, environmental analysis, stakeholder communication, data management, and related organizational purposes.

#### 3.2 Authorized Users

Customer is responsible for identifying, authorizing, and managing its Authorized Users. Customer is responsible for all activity that occurs under Customer-controlled accounts, workspaces, credentials, and user permissions, except to the extent caused by FieldDoc’s breach of this Agreement or failure to maintain reasonable security measures.

Customer will ensure that all Authorized Users comply with this Agreement, FieldDoc’s Terms of Service, Privacy Statement, and applicable Documentation.

#### 3.3 Account Security

Customer is responsible for maintaining the confidentiality of user credentials and for promptly notifying FieldDoc of any known or suspected unauthorized access to Customer’s account, workspace, or Customer Data.

#### 3.4 Use Restrictions

Customer and its Authorized Users may not:

a. Use the Services for any unlawful, fraudulent, harmful, or unauthorized purpose;\
b. Use the Services outside the scope of this Agreement, an applicable Order Form, Documentation, subscription package, workspace permission, or other written authorization from FieldDoc;\
c. Interfere with or disrupt the integrity, performance, or security of the Services;\
d. Attempt to gain unauthorized access to the Services, other users’ accounts, other organizations’ data, or portions of the Services Customer is not authorized to access;\
e. Upload malicious code, malware, or harmful content;\
f. Reverse engineer, decompile, copy, modify, or create derivative works of the Services except as permitted by law;\
g. Circumvent access controls, usage limits, subscription limits, workspace permissions, or security features;\
h. Use the Services to violate the rights of any third party;\
i. Misrepresent FieldDoc outputs, modeled estimates, reports, or analytics as verified outcomes unless independently validated;\
j. Use the Services in a manner that exceeds applicable subscription limits without authorization; or\
k. Permit or enable any third party to access or use the Services except as expressly authorized under this Agreement or an applicable Order Form.

### 4. Subscription Fees, Payment, and Usage Limits

#### 4.1 Fees

Customer will pay all applicable fees described in the applicable Subscription Documentation. Fees may be based on Applications selected, subscription package, user access levels, workspace access, organization tier, data storage, support level, professional services, integrations, custom configuration, reporting services, data services, modules, add-ons, or other features, services, or usage selected by Customer or authorized for Customer’s account.

#### 4.2 Invoicing and Payment

Unless otherwise stated in an Order Form, invoices are due within 30 days of the invoice date. Fees are non-refundable except as expressly stated in this Agreement or an applicable Order Form.

#### 4.3 Taxes

Customer is responsible for all applicable taxes, duties, assessments, or governmental charges associated with Customer’s purchase or use of the Services, excluding taxes based on FieldDoc’s income.

#### 4.4 Usage Limits

The Services may be subject to usage limits, including limits on number of users, data storage, workspaces, activities, projects, pacts, portfolios, integrations, support hours, or other subscription features. Applicable limits will be described in the Subscription Documentation.

If Customer exceeds applicable usage limits, FieldDoc may notify Customer and work in good faith to adjust the subscription package, reduce usage, or apply additional fees. FieldDoc will not apply additional fees without notice unless otherwise stated in Subscription Documentation.

#### 4.5 Nonpayment

If Customer fails to pay undisputed amounts when due, FieldDoc may provide written notice of nonpayment. If payment remains overdue after 30 days from notice, FieldDoc may suspend or limit access to the Services until payment is received. FieldDoc will not be responsible for any loss, delay, or inability to access the Services resulting from suspension for nonpayment.

### 5. Customer Responsibilities

#### 5.1 Compliance with Laws

Customer will use the Services in compliance with all applicable laws, regulations, grant requirements, contractual obligations, privacy laws, intellectual property rights, and environmental reporting requirements.

#### 5.2 Data Accuracy and Legality

Customer is responsible for the accuracy, completeness, integrity, legality, and appropriateness of Customer Data. This includes correct entry and maintenance of restoration activities, geospatial information, environmental metrics, monitoring data, implementation status, modeled inputs, and related records.

FieldDoc does not independently verify Customer Data unless expressly agreed in an Order Form or Statement of Work.

#### 5.3 Sensitive Data

Customer is responsible for determining whether Customer Data includes sensitive, confidential, restricted, proprietary, legally protected, or location-sensitive information. This may include private landowner information, threatened or endangered species locations, cultural resources, tribal information, protected ecological sites, acquisition parcels, monitoring locations, or other information not intended for public release.

Customer is responsible for configuring sharing settings and access permissions appropriately. FieldDoc will use reasonable safeguards to protect Customer Data, but Customer should not make sensitive data publicly available through the Services unless authorized.

#### 5.4 Customer Instructions

Customer is responsible for the decisions it makes using the Services, including how it interprets, shares, reports, publishes, or relies on Customer Data, modeled outputs, maps, reports, dashboards, exports, or analytics.

### 6. FieldDoc Responsibilities

#### 6.1 Service Availability

FieldDoc will use commercially reasonable efforts to make the Services available on a 24/7 basis, except for planned downtime, emergency maintenance, outages caused by Third-Party Services, force majeure events, Customer misuse, or circumstances beyond FieldDoc’s reasonable control.

FieldDoc may perform maintenance from time to time and will use reasonable efforts to provide advance notice of planned downtime when practical.

#### 6.2 Support Services

FieldDoc will provide standard support as described in the applicable Subscription Documentation.

Unless otherwise agreed in writing, support does not include custom consulting, data entry, data cleanup, GIS analysis, custom reporting, model interpretation, training beyond provision of standard materials, grant reporting services, system integration work, or professional services.

Additional support, onboarding, configuration, data migration, training, analysis, or professional services may be provided under an Order Form, Statement of Work, grant agreement, or service-level agreement.

#### 6.3 Security Measures

FieldDoc will maintain reasonable administrative, technical, and organizational safeguards designed to protect the integrity, confidentiality, and availability of Customer Data.

Such safeguards may include access controls, administrative controls, secure hosting practices, backup procedures, monitoring, vulnerability management, and other measures appropriate to the nature of the Services.

#### 6.4 Security Incidents

FieldDoc will notify Customer without undue delay after confirming a security incident that materially affects Customer Data. FieldDoc will provide information reasonably necessary for Customer to assess the incident, subject to legal, security, and confidentiality limitations.

FieldDoc is not responsible for security incidents resulting from Customer’s failure to manage user access, credentials, sharing settings, integrations, or Customer-controlled systems, except to the extent caused by FieldDoc’s breach of this Agreement.

### 7. Customer Data and Data Use

#### 7.1 Ownership of Customer Data

Customer retains all rights, title, and interest in Customer Data. FieldDoc does not claim ownership of Customer Data.

#### 7.2 License to Provide the Services

Customer grants FieldDoc a limited, non-exclusive, worldwide license to host, copy, process, transmit, store, display, analyze, map, transform, and otherwise use Customer Data as necessary to provide, maintain, secure, support, improve, and operate the Services.

This includes use of Customer Data to generate reports, maps, modeled outputs, dashboards, exports, analytics, summaries, and other features requested, configured, or enabled by Customer or its Authorized Users.

#### 7.3 Data Sharing Through the Services

Customer acknowledges that the Services are designed to support collaboration, reporting, and data sharing among organizations, funders, programs, technical service providers, and other stakeholders.

Customer controls whether and how Customer Data is shared through available Service features, including user permissions, workspaces, pacts, portfolios, reports, maps, dashboards, public pages, exports, APIs, integrations, and other sharing tools.

FieldDoc is not responsible for disclosures resulting from Customer’s configuration of sharing settings, user permissions, public pages, exports, or authorized integrations.

#### 7.4 Sharing with Funders, Programs, and Collaborators

If Customer uses the Services in connection with a funder, grant program, collaborative initiative, reporting requirement, or shared workspace, Customer authorizes FieldDoc to make Customer Data available to the relevant funder, program administrator, collaborator, or authorized party as configured in the Services or described in the applicable Order Form, program terms, or Customer instructions.

#### 7.5 Aggregated and De-Identified Data

FieldDoc may use aggregated or de-identified data derived from use of the Services for product improvement, research, analytics, benchmarking, sector-level reporting, platform performance, and public impact summaries, provided such data does not identify Customer or disclose Customer’s Confidential Information without authorization.

#### 7.6 Usage Data

FieldDoc may collect and use technical, diagnostic, performance, and usage information relating to Customer’s use of the Services to operate, secure, troubleshoot, improve, and support the Services.

#### 7.7 Data Export

During the Subscription Term and for 60 days after termination or expiration, Customer may request export of Customer Data in a commercially reasonable format, subject to technical limitations, legal requirements, and any applicable fees for custom export or professional services.

#### 7.8 Data Retention, Subscription Lapse, and Deletion

Upon termination, expiration, non-renewal, or lapse of Customer’s subscription, FieldDoc may retain Customer Data for a limited period to allow Customer to renew or reactivate its subscription without loss of data.

Unless otherwise stated in an Order Form or required by law, contract, funder or program obligation, backup procedure, or Customer instruction, FieldDoc will retain inactive Customer Data for up to 6 months after termination, expiration, non-renewal, or subscription lapse.

During this inactive retention period, Customer may not have access to the Services or Customer Data unless Customer renews, reactivates, or otherwise enters into a written arrangement with FieldDoc.

FieldDoc may also retain Customer Data as necessary to comply with legal obligations, resolve disputes, maintain backups, support grant or program reporting obligations, preserve historical records shared by Customer with funders, programs, or collaborators, prevent data loss, comply with audit or recordkeeping requirements, or follow FieldDoc’s standard retention practices.

Upon Customer’s written request, FieldDoc will delete or anonymize Customer Data in accordance with its standard retention practices, unless retention is required by law, contract, backup procedures, funder or program obligations, shared reporting obligations, audit requirements, or Customer instruction.

Deleted Customer Data may continue to exist in backups or archival copies for a limited period, consistent with FieldDoc’s backup and disaster recovery practices.

#### 7.9 Backups

Customer acknowledges that deleted Customer Data may continue to exist in backups or archival copies, consistent with FieldDoc’s backup and disaster recovery practices.

### 8. Environmental Models, Estimates, and Decision-Support Outputs

Customer acknowledges that environmental impact estimates, modeled outcomes, load reductions, greenhouse gas estimates, maps, analytics, metrics, reports, dashboards, and other outputs generated through the Services are based on Customer Data, third-party data, model assumptions, selected methodologies, geospatial inputs, and other variables that may change over time.

Such outputs are provided for planning, reporting, prioritization, communication, and decision-support purposes only. FieldDoc does not guarantee that outputs are complete, accurate, suitable for regulatory compliance, sufficient for funding eligibility, or reflective of verified environmental outcomes unless expressly agreed in writing.

Customer is responsible for reviewing, validating, and determining the appropriate use of any FieldDoc-generated outputs before relying on them for reporting, compliance, funding, public communications, policy advocacy, or decision-making.

### 9. Third-Party Services, Data, and Integrations

The Services may interoperate with or incorporate Third-Party Services, including third-party data sources, GIS layers, mapping tools, models, APIs, hosting providers, software platforms, and integrations.

Customer’s use of Third-Party Services may be subject to separate agreements, terms and conditions. FieldDoc is not responsible for Third-Party Services, third-party data, or outputs generated by third-party systems, except to the extent expressly stated in an Order Form.

FieldDoc does not warrant the accuracy, availability, completeness, or continued operation of Third-Party Services or third-party data.

### 10. Intellectual Property Rights

#### 10.1 FieldDoc Intellectual Property

FieldDoc retains all rights, title, and interest in and to the Services, including all underlying technology, software, code, interfaces, workflows, models, templates, designs, Documentation, know-how, improvements, modifications, and related intellectual property.

No rights are granted to Customer except as expressly stated in this Agreement.

#### 10.2 Customer Data

Customer retains all rights to Customer Data, subject to the licenses and permissions granted to FieldDoc under this Agreement.

#### 10.3 Feedback

If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback regarding the Services, FieldDoc may use such feedback without restriction or obligation, provided that FieldDoc does not disclose Customer’s Confidential Information in doing so.

#### 10.4 Reports, Outputs, and Attribution

Subject to FieldDoc’s rights in the Services and underlying technology, Customer may use reports, maps, exports, dashboards, modeled results, and other outputs generated from Customer Data for Customer’s authorized organizational purposes.

Customer may not remove, obscure, or alter any proprietary notices, attribution statements, disclaimers, legends, source notes, third-party data credits, or other required notices included in or generated with the Services, unless expressly authorized by FieldDoc in writing.

When Customer publicly shares or publishes maps, dashboards, reports, exports, modeled results, or other outputs generated through the Services, Customer agrees to include reasonable attribution to FieldDoc, The Commons, and applicable third-party data or service providers where attribution is displayed in the Services, required by third-party terms, or reasonably requested by FieldDoc.

FieldDoc may provide required or recommended attribution language in the Documentation, applicable Order Form, map interface, export, report template, or other Service materials. Customer is responsible for preserving attribution required by Third-Party Services, including mapping, imagery, basemap, geospatial, model, or data providers.

### 11. Confidentiality

#### 11.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information may include business information, technical data, trade secrets, software information, security information, financial information, reports, analyses, documentation, Customer Data, and non-public information generated through the Services.

#### 11.2 Exclusions

Confidential Information does not include information that:

a. Is or becomes publicly available without breach of this Agreement;\
b. Was known to the receiving party before disclosure without confidentiality obligations;\
c. Is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or\
d. Is lawfully obtained from a third party without confidentiality obligations.

#### 11.3 Obligations

Each party will use the other party’s Confidential Information only to perform or receive Services under this Agreement. Each party will protect the other party’s Confidential Information using at least reasonable care and will not disclose it except to employees, contractors, advisors, service providers, or agents who need access and are bound by confidentiality obligations.

#### 11.4 Required Disclosure

A receiving party may disclose Confidential Information if required by law, subpoena, court order, public records obligation, or governmental authority, provided that the receiving party gives reasonable notice to the disclosing party when legally permitted.

#### 11.5 Public or Shared Data

Confidentiality obligations do not restrict use or disclosure of Customer Data that Customer or its Authorized Users intentionally make public or share through the Services with funders, collaborators, public pages, dashboards, reports, exports, or integrations.

#### 11.6 Duration

Confidentiality obligations survive termination of this Agreement for three years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

### 12. Privacy

FieldDoc’s collection and use of personal information is described in its Privacy Statement, available at \[insert link].

Customer is responsible for ensuring that it has provided all required notices and obtained all required rights, consents, permissions, and authorizations necessary for FieldDoc to process personal information and Customer Data in connection with the Services.

If required by applicable law or Customer’s procurement requirements, the parties may enter into a separate Data Processing Addendum.

### 13. Warranties and Disclaimers

#### 13.1 Limited Warranty

FieldDoc warrants that the Services will materially perform in accordance with applicable Documentation under normal use.

Customer’s sole and exclusive remedy for breach of this warranty is for FieldDoc to use commercially reasonable efforts to correct the nonconformity.

#### 13.2 Disclaimer

Except as expressly provided in this Agreement, the Services are provided “as is” and “as available.” FieldDoc makes no warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, or error-free performance.

FieldDoc does not warrant that the Services will meet Customer’s requirements, that all errors will be corrected, or that the Services will be available without interruption.

### 14. Indemnification

#### 14.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless FieldDoc, The Commons, and their officers, directors, employees, agents, and representatives from and against any third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from:

a. Customer Data;\
b. Customer’s misuse of the Services;\
c. Customer’s violation of applicable law;\
d. Customer’s infringement or misappropriation of third-party rights;\
e. Customer’s unauthorized disclosure or sharing of data through the Services; or\
f. Customer’s reliance on or publication of FieldDoc outputs in a manner inconsistent with this Agreement.

#### 14.2 FieldDoc Indemnification

FieldDoc will defend Customer against third-party claims alleging that the Services, as provided by FieldDoc and used in accordance with this Agreement, infringe a third party’s intellectual property rights, and will pay damages finally awarded or settlements approved by FieldDoc.

FieldDoc will have no obligation for claims arising from:

a. Customer Data;\
b. Customer’s misuse of the Services;\
c. Modifications not made by FieldDoc;\
d. Combination of the Services with products, services, or data not provided by FieldDoc;\
e. Third-Party Services; or\
f. Use of the Services after FieldDoc provides notice to stop due to a claim.

If the Services become or are likely to become subject to an infringement claim, FieldDoc may, at its option, procure the right for Customer to continue using the Services, modify the Services, replace the Services, or terminate the affected subscription and provide a prorated refund of prepaid unused fees.

#### 14.3 Indemnification Process

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided that no settlement may impose liability or obligations on the indemnified party without its consent.

### 15. Limitation of Liability

To the maximum extent permitted by law, FieldDoc’s total liability for all claims arising out of or relating to this Agreement will not exceed the fees paid by Customer for the Services during the twelve-month period preceding the event giving rise to the claim.

Notwithstanding the foregoing, FieldDoc’s total liability for claims arising from FieldDoc’s breach of its confidentiality obligations, FieldDoc’s data security obligations, or FieldDoc’s indemnification obligations, if any, will not exceed two times the fees paid by Customer for the Services during the twelve-month period preceding the event giving rise to the claim.

FieldDoc will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of goodwill, loss of data, business interruption, or costs of substitute services, even if advised of the possibility of such damages.

The limitations and exclusions in this Section do not apply to Customer’s payment obligations, either party’s misuse or infringement of the other party’s intellectual property rights, either party’s fraud, gross negligence, or willful misconduct, or any liability that cannot be limited under applicable law.

### 16. Suspension

FieldDoc may suspend or limit Customer’s or any Authorized User’s access to the Services if FieldDoc reasonably determines that:

a. Customer has failed to pay undisputed amounts when due;\
b. Customer or its Authorized Users pose a security, legal, operational, or reputational risk;\
c. Customer’s or any Authorized User’s use of the Services may disrupt the Services or other users;\
d. Customer or any Authorized User is using the Services unlawfully or in violation of this Agreement, FieldDoc’s Terms of Service, Privacy Statement, applicable Documentation, an Order Form, or any applicable law;\
e. Suspension is required by law, court order, governmental authority, or a Third-Party Service provider;\
f. Customer exceeds usage limits and fails to address the issue after notice; or\
g. Suspension is necessary to prevent unauthorized access, protect Customer Data, protect other users or organizations, or maintain the security or integrity of the Services.

Where reasonable under the circumstances, FieldDoc will provide notice and an opportunity to resolve before suspension. FieldDoc may suspend access immediately without prior notice if it reasonably believes immediate action is necessary to prevent harm, unauthorized access, security risk, legal exposure, disruption of the Services, or violation of third-party obligations.

Suspension will be limited in scope and duration as reasonably necessary to address the issue. FieldDoc may suspend access for an individual Authorized User, a workspace, specific functionality, or Customer’s account, depending on the nature of the issue.

### 17. Term and Termination

#### 17.1 Term

This Agreement begins on the Effective Date and continues for the Subscription Term unless terminated earlier in accordance with this Agreement.

Termination or expiration of one Subscription Documentation, Application, module, or Service does not necessarily terminate this Agreement or Customer’s right to access other active Services, unless the applicable Subscription Documentation states otherwise or continued access is not technically or commercially feasible.

#### 17.2 Renewal

Subscriptions renew only as stated in the applicable Subscription Documentation. If the Subscription Documentation does not address renewal, renewal requires mutual written agreement or a new Subscription Documentation.

#### 17.3 Termination for Cause

Either party may terminate this Agreement or an applicable Order Form for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty days after receiving notice.

#### 17.4 Termination for Convenience

Customer may terminate this Agreement for convenience at any time, subject to payment of all outstanding fees. Unless otherwise stated in Subscription Documentation, prepaid fees are non-refundable.

#### 17.5 Termination by FieldDoc

FieldDoc may terminate this Agreement or Customer’s access to the Services if Customer materially violates this Agreement, fails to pay undisputed amounts after notice and opportunity to cure, misuses the Services, creates a security or legal risk, or if continued provision of the Services becomes unlawful or commercially impracticable.

#### 17.6 Effect of Termination

Upon termination or expiration, Customer’s right to access the Services will cease, and Customer must discontinue use of the Services. FieldDoc may disable Customer’s access, subject to any data export rights described in this Agreement.

#### 17.7 Survival

Sections relating to fees owed, Customer Data, data retention, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, termination effects, governing law, and any provisions that by their nature should survive will survive termination of this Agreement.

### 18. Professional Services

FieldDoc and The Commons may provide professional, technical, advisory, or implementation services in connection with the Services, including services offered as Digital Services, Data Concierge, Conservation Concierge, or other related service offerings.

These services may include onboarding, platform configuration, data migration, data cleanup, data structuring, training, technical assistance, GIS support, geospatial analysis, reporting support, dashboard development, workflow design, integration support, data management planning, conservation program support, restoration tracking assistance, impact analysis, funder reporting support, and other advisory or implementation services.

Unless expressly included in an applicable Order Form, Statement of Work, grant agreement, or other written arrangement, professional, digital, data concierge, conservation concierge, or advisory services are not included in standard subscription fees.

The scope, deliverables, timelines, assumptions, dependencies, Customer responsibilities, fees, review process, and acceptance criteria for such services will be described in the applicable Order Form, Statement of Work, grant agreement, or written arrangement.

Customer acknowledges that professional, digital, data concierge, conservation concierge, and advisory services may depend on the completeness, accuracy, timeliness, and availability of Customer Data, third-party data, Customer personnel, Customer systems, funder requirements, and other information provided by or on behalf of Customer.

Unless expressly agreed in writing, The Commons does not guarantee that professional services, advisory services, analyses, reports, dashboards, recommendations, modeled outputs, or conservation planning support will result in specific funding decisions, regulatory approvals, verified environmental outcomes, compliance determinations, or programmatic results.

Any deliverables provided through professional, digital, data concierge, conservation concierge, or advisory services are stated in the applicable Statement of Work.

Unless otherwise stated in a Statement of Work, Customer owns Customer Data and final deliverables created specifically for Customer, while The Commons retains ownership of pre-existing tools, templates, methods, workflows, software, documentation, know-how, code, models, and reusable materials used to provide the services.

### 19. Publicity

FieldDoc may use Customer’s name, logo, or trademarks in marketing materials, case studies, press releases, or public customer lists with Customer’s prior written consent.

### 20. Notices

Legal notices under this Agreement must be in writing and delivered by personal delivery, recognized overnight courier, certified mail, or email to the addresses identified in the applicable Order Form or otherwise provided by the parties.

Notices to FieldDoc should be sent to:

The Commons, Inc.

200 Massachusetts Ave Ste 200

Washington DC 20001

<dawes@chesapeakecommons.org>

Notices are effective upon receipt, except that email notices are effective when sent if no bounce-back or delivery failure is received.

### 21. Order of Precedence

If there is a conflict among documents, the following order of precedence applies unless expressly stated otherwise:

1. Applicable Order Form, Statement of Work, or other signed agreement;
2. Data Processing Addendum or Security Exhibit, if any;
3. Application-specific terms or product-specific terms, if any;
4. This Agreement;
5. FieldDoc Terms of Service;
6. FieldDoc Privacy Statement;
7. Documentation, help materials, support materials, or product descriptions.

### 22. General Provisions

#### 22.1 Assignment

Customer may not assign this Agreement without FieldDoc’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets, provided that the assignee agrees to be bound by this Agreement.

FieldDoc may assign this Agreement to a successor in interest, affiliate, or entity involved in a merger, reorganization, restructuring, or transfer of the FieldDoc platform or related assets.

#### 22.2 Governing Law

This Agreement will be governed by the laws of the District of Columbia, without regard to conflict of law principles.

#### 22.3 Dispute Resolution and Venue

The parties will first attempt to resolve disputes in good faith through informal discussions. If the dispute cannot be resolved, any legal action arising out of this Agreement will be brought in the state or federal courts located in the District of Columbia, and each party consents to the jurisdiction of those courts.

#### 22.4 Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or utility failures, cyberattacks, government actions, public health emergencies, failure of Third-Party Services, or other events beyond reasonable control.

#### 22.5 Amendments

The Commons may update this Agreement from time to time. Material updates will apply upon renewal, Customer’s acceptance of the updated Agreement, or Customer’s continued access to or use of the Services after reasonable notice of the update, unless earlier changes are required by law, security necessity, changes to Third-Party Services, or changes necessary to protect the security, integrity, or operation of the FieldDoc Platform.

The Commons will provide reasonable notice of material changes, which may include notice through the FieldDoc Platform, by email, by posting the updated Agreement on its website, or by another reasonable method.

For individually negotiated agreements, amendments to those portions must be in writing and agreed to by both parties unless otherwise stated in an applicable Order Form, Statement of Work, or other signed agreement.

#### 22.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, discussions, or understandings relating to its subject matter.

#### 22.7 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

#### 22.8 Waiver

A party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

#### 22.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the parties.

#### 22.10 No Third-Party Beneficiaries

This Agreement does not create any rights or remedies for any third party unless expressly stated.

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# Agent Instructions
This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. Learn more at gitbook.com.

## Querying This Documentation
If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question.

Perform an HTTP GET request on the current page URL with the `ask` query parameter, and the optional `goal` query parameter:

```
GET https://help.fielddoc.org/service-agreements/master-services-agreement.md?ask=<question>&goal=<endgoal>
```

`ask` is the immediate question: it should be specific, self-contained, and written in natural language.
`goal` is optional and describes the broader end goal you are ultimately trying to accomplish on behalf of the user. GitBook uses it to tailor the answer towards what is most useful for that goal.

The response will contain a direct answer to the question and relevant excerpts and sources from the documentation.

Use this mechanism when the answer is not explicitly present in the current page, you need clarification or additional context, or you want to retrieve related documentation sections.