1. INTRODUCTION
This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you (either an individual or a single entity) and jayBird, LLC ("jayBird," "we," "our," or "us") for the BlackWing Field Service software, including the mobile application, web applications, APIs, and related services (collectively, the "Software").
BY INSTALLING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.
2. LICENSE GRANT
Subject to the terms and conditions of this Agreement, jayBird grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Software solely for your internal business purposes and in accordance with any separate agreement between you (or your organization) and jayBird.
This license does not allow you to use the Software on any device that you do not own or control, and you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time, except as specifically authorized in a separate written agreement with jayBird.
3. SALESFORCE PLATFORM INTEGRATION
The Software is designed to operate with the Salesforce platform. Your use of Salesforce services in connection with the Software is governed by your agreement with Salesforce. jayBird is not responsible for, and expressly disclaims all liability for, your use of Salesforce services.
4. RESTRICTIONS
You shall not:
- Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software;
- Remove any proprietary notices or labels on the Software;
- Use the Software for any illegal purpose;
- Rent, lease, lend, sell, redistribute, sublicense or provide commercial hosting services with the Software;
- Copy the Software except as expressly permitted in this Agreement;
- Access or attempt to access areas of the BlackWing or Salesforce systems that are not intended for public or customer use;
- Attempt to probe, scan, or test the vulnerability of the Software or any associated system or network;
- Interfere with or disrupt the integrity or performance of the Software or third-party data contained therein;
- Create Internet "links" to the Software or "frame" or "mirror" any application on any other server or wireless or Internet-based device;
- Use the APIs beyond the documented rate limits or for purposes other than those expressly permitted.
5. COMPONENTS OF THE SOFTWARE
The Software consists of multiple components, including but not limited to:
- Mobile application for iOS and Android devices
- Web applications and interfaces
- Application Programming Interfaces (APIs)
- Server-side services and processing
- Documentation and related materials
All components of the Software are governed by this Agreement unless otherwise specified in a separate agreement.
6. OWNERSHIP
The Software is licensed, not sold. jayBird retains all rights, title, and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks, and other intellectual property rights. All rights not expressly granted to you in this Agreement are reserved by jayBird.
7. USER CONTENT
The Software may allow you to upload, store, or otherwise provide data, information, or materials ("User Content"). You retain ownership of any intellectual property rights that you hold in that User Content. By uploading User Content, you grant jayBird a worldwide, royalty-free, non-exclusive license to use, host, store, and process that User Content solely for the purpose of providing the Software functionality to you.
8. DATA COLLECTION AND PRIVACY
The Software may collect certain data related to your use of the application, including device information, location data when using location-based features, and usage statistics. This information is used to improve the Software, troubleshoot issues, and provide support.
Any personal information collected through the Software is subject to our Privacy Policy, which is incorporated by reference into this Agreement.
9. OFFLINE FUNCTIONALITY AND DATA SYNCHRONIZATION
The mobile application component of the Software includes offline functionality that allows you to access certain features and data without an internet connection. When connectivity is restored, the Software will automatically sync data with the server. You acknowledge that:
- Data entered while offline will not be available to other users until synchronization is complete;
- In case of data conflicts during synchronization, certain resolution rules will apply as detailed in the documentation;
- You are responsible for ensuring regular synchronization of your device to minimize data loss risks.
10. FIELD SERVICE SPECIFIC PROVISIONS
10.1 Location Data
The Software may use location data to provide certain functionality, such as navigation to service appointments, tracking of field technicians, and optimized routing. By using these features, you consent to jayBird's and its partners' transmission, collection, maintenance, processing, and use of your location data to provide and improve such services.
10.2 Role-Based Access
The Software implements role-based access controls that determine which features and data you can access based on your assigned role(s) in the system. Attempting to circumvent these controls or access unauthorized functionality is strictly prohibited.
10.3 Document Generation and Storage
The Software allows for the generation, storage, and sharing of PDF documents and reports. You are responsible for ensuring that:
- All information contained in generated documents is accurate and compliant with applicable regulations;
- Confidential information in documents is properly secured;
- Documents are shared only with authorized recipients.
11. API USAGE AND LIMITATIONS
If you are using the APIs that are part of the Software:
- You must comply with any rate limits and usage guidelines specified in the API documentation;
- You may not use the APIs to develop applications that compete with the Software;
- You must implement reasonable security measures to protect any API credentials;
- jayBird reserves the right to change, suspend, or discontinue any aspect of the APIs at any time.
12. THIRD-PARTY MATERIALS
The Software may include or rely upon third-party software, services, or other materials that are subject to separate license terms. Your use of such materials is subject to the applicable third-party terms, and jayBird is not responsible for third-party materials.
13. UPDATES AND MAINTENANCE
jayBird may, at its discretion, provide updates, upgrades, bug fixes, patches, or other modifications to the Software ("Updates"). You agree that jayBird may automatically download and install Updates without providing additional notice to you. This Agreement will govern any Updates unless the Update is accompanied by a separate license agreement, in which case the terms of that license agreement will govern.
14. SUPPORT AND MAINTENANCE
Technical support and maintenance services may be provided according to the terms of your separate service agreement with jayBird. jayBird has no obligation under this Agreement to provide maintenance or support services for the Software.
15. TERM AND TERMINATION
This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from jayBird if you fail to comply with any term of this Agreement. Upon termination of this Agreement, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.
16. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JAYBIRD DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
JAYBIRD DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
17. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JAYBIRD BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF JAYBIRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL JAYBIRD'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
18. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless jayBird and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your violation of this Agreement.
19. EXPORT REGULATIONS
The Software may be subject to export laws and regulations. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions.
20. U.S. GOVERNMENT USERS
The Software and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Software is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
21. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.
22. SEVERABILITY
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
23. AMENDMENT
jayBird reserves the right to amend this Agreement at any time by posting the amended terms on our website or providing notification within the Software. Your continued use of the Software after such changes constitutes your acceptance of the amended terms.
24. COMPLETE AGREEMENT
This Agreement constitutes the entire agreement between you and jayBird relating to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
Contact Information:If you have any questions about this Agreement, please contact:
jayBird, LLC
Email: legal@jybrd.io
Address: 3839 McKinney Ave, Ste. 155 #2206, Dallas, TX 75204
Phone: 214.310.0565