WorkWave Terms & Conditions

Master Services Agreement for Field Service and Fleet Management Products

Products include PestPac®, WorkWave Service™, WorkWave Route Manager™, ServMan™, WorkWave Route Manager GPS™, GPS Heroes™, or ServiceCEO™.

This Master Services Agreement (and, if applicable, any related Additional Terms below) applies to all customers whose initial purchase of a service from WorkWave® includes or included a WorkWave field service or fleet management product.


  1. Additional Terms for Marketing Services

    These Additional Terms apply to WorkWave field service or fleet management product customers who also or subsequently purchase(d) marketing services (meaning search engine marketing, website services, search engine optimization, or other non-software marketing services).

    1. Additional Terms for Search Engine Marketing

      These Additional Terms apply to WorkWave field service or fleet management product customers who also or subsequently purchase(d) search engine marketing services.

    2. Additional Terms for Website Design and Search Engine Optimization

      These Additional Terms apply to WorkWave field service or fleet management product customers who also or subsequently purchase(d) website design and search engine optimization services.

    3. Additional Terms for Tracking Services

      These Additional Terms apply to WorkWave field service or fleet management product customers who also or subsequently purchase(d) tracking services.

    4. Additional Terms for Instant Website Builder / Website Builder Services

      These Additional Terms apply to WorkWave field service or fleet management product customers who also or subsequently purchase(d) Instant Website Builder / Website Builder services.


  2. Additional Terms for On-Premise Installed Software Products

    These Additional Terms apply only to customers who are using an installed, self-hosted, WorkWave field service management software product.


  3. Additional Terms for WorkWave Route Engine as an embedded service for Authorized Resellers

    These Additional Terms apply to WorkWave authorized resellers who are reselling WorkWave Route Engine as an embedded service.

Agreements that apply to all customers who subscribe for WorkWave Payments™ services.

  1. WORKWAVE PAYMENTS TERMS OF SERVICE SUB-MERCHANT AGREEMENT (between WorkWave LLC and Sub-Merchant)

  2. MERCHANT SERVICES AGREEMENT FOR SUB-MERCHANTS (between Worldpay, LLC and Member Bank and Sub-Merchant in connection with the Agreement between Sub-Merchant and WorkWave LLC, for processing greater than $1,000,000 USD in Visa or Mastercard transaction volume)

Master Services Agreement for Marketing Services

This Master Services Agreement (and, if applicable, any related Additional Terms) applies to all customers who initially purchase(d) only WorkWave marketing services without purchasing field service or fleet management products, such as search engine marketing, website services, search engine optimization, or ContactUs Reviews™.


  1. Additional Terms for Search Engine Marketing

    These Additional Terms apply to WorkWave marketing services customers who purchase(d) search engine marketing services.


  2. Additional Terms for Website Design and Search Engine Optimization

    These Additional Terms apply to WorkWave marketing services customers who purchase(d) website design and search engine optimization services.


  3. Additional Terms for Tracking Services

    These Additional Terms apply to WorkWave marketing services customers who purchase(d) tracking services.


  4. Additional Terms for Field Service and Fleet Management Software Products

    These Additional Terms apply to WorkWave marketing service customers who subsequently purchase(d) field service or fleet management products, - (such as PestPac®, WorkWave Service™, WorkWave Route Manager™, WorkWave Route Manager GPS™, GPS Heroes™, or ServiceCEO™).


  5. Additional Terms for Instant Website Builder / Website Builder Services

    These Additional Terms apply to WorkWave marketing services customers who purchase(d) Instant Website Builder / Website Builder services.

This Free Trial Agreement applies to all customers who are using any free trials of any WorkWave software products.

WORKWAVE FREE TRIAL AGREEMENT

Master Service Agreement Recitals

Your company (the "Company") desires to retain services of Slingshot Technology, Inc. (a WorkWave company) ("Slingshot") to provide certain customer support and sales services (collectively, the “Services”).

NOW, THEREFORE, in consideration of these premises, and other good and valuable consideration received and to be received, the Company and Slingshot, intending to be legally bound, agree as follows:

Agreement
  1. Services and System.
    1. Subject to the terms and conditions of this Agreement, the Company hereby retains Slingshot to perform one or more of the Services during the Term. The Services to be provided during the initial month of the Term are indicated on the Services Agreement. The Company may change the number and type of Services to be performed for a given calendar month by providing Slingshot with written notice thereof no later than one day prior to the commencement of such month; provided that in no event shall Slingshot perform fewer than (1) Service during any calendar month during the Term. Plan changes can be made once per month and take effect on the first of the following month. Slingshot shall commence its performance on the Live Date which begins on the 1st day that the Company’s account is set-up, ready to use, and billed. The Live Date is determined during the On-boarding process with Slingshot’s Client Success team.
    2. Slingshot hereby grants to the Company a nonexclusive, nontransferable and non-sublicensable personal license to use the web-based software known as Slingshot Software or The Dashboard, and located at (the “System”) solely for internal business purposes in accordance with, and during the Term of, this Agreement. The Company acknowledges that Slingshot retains all ownership, right, title and interest in and to the System and all related intellectual property rights. The use of the System by the Company and its authorized users shall be governed by the terms, conditions and policies set forth on the System, as such may be amended by Slingshot from time to time.
    3. Slingshot shall use commercially reasonable efforts to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard with regards to Slingshot’s use, access, and storage of certain credit card non-public personal information on behalf of the Company.
    4. All non-public customer information collected by Slingshot from the Company’s customers and prospective customers (the “Customer Data”) shall be owned by the Company. The Company hereby grants to Slingshot a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the Company.
  2. Sales Leads.
    1. Slingshot hereby covenants and agrees not to use, solicit or otherwise exploit any Qualified Sales Lead (as defined below) for any purpose except for the purpose of performing the Services for the Company. For the avoidance of doubt, Slingshot covenants and agrees not to sell or refer any Qualified Sales Lead to any third party without the express written consent of the Company.
  3. Fees; Taxes; Payment Terms.
    1. In consideration of the Services performed by Slingshot, the Company agrees to pay Slingshot the fees set forth the Agreement (collectively, the “Fees”). Such Fees shall be due and payable by the Company upon receipt of invoice from Slingshot. The Company expressly authorizes Slingshot to collect all Fees owed by the Company immediately as they become due from the Company’s bank account on a monthly basis via ACH or electronic draft, or credit card. Slingshot’s standard monthly invoice will update dynamically on the Company’s personal dashboard and will include all Fees relating to the current billing period (1st – End of Month). Pay for each month’s services are due on the 1st of that month. For example, payment for April’s services (April 1st – 30th) will be charged on April 1st. If the Company upgrades its plan during the month then Slingshot will collect the additional fees on the day the plan is upgraded.
    2. Late payments will incur a late charge of one and one-half percent (1.5%) per month, or the highest rate allowable by law, whichever is lower. Fees are non-refundable except to the limited extent expressly and unambiguously provided in this Agreement. All payments shall be made in U.S. currency. The Company shall calculate and pay all taxes, duties or charges of any kind (including withholding or value added taxes) imposed by any federal, state or local governmental entity for products or services provided under this Agreement, excluding only taxes based solely on Slingshot’s net income. The Company shall hold Slingshot harmless from all claims and liability arising from the Company’s failure to support or pay any such taxes, including duties, tariffs or charges.
    3. From time to time during the Term, Slingshot may modify or amend the Agreement or the Service Terms its sole discretion upon thirty (30) days written notice to the Company.
  4. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Slingshot includes non-public information regarding features, functionality and performance of the System and the Services. Proprietary Information of Customer includes Customer Data. Except as expressly set forth herein, the Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information at any time now or in the future. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
  5. Term and Termination.
    1. The term of this Agreement shall begin on the Live Date of this Agreement and shall continue until one (1) year from the Effective Date. It shall then renew automatically thereafter for additional one (1) year terms from such Effective Date unless either Party gives the other Party forty five (45) days written notice prior to the end of the then-current term (collectively, “Term”)
    2. Either Party may terminate this Agreement for a material breach by the other Party of its obligations hereunder if such continues uncured for a period of thirty (30) days subsequent to written notification of breach from the non-breaching Party to the Party in breach (or, if able to be cured and the cure reasonably takes longer than thirty (30) days, within such longer period as such cure reasonably requires, provided that the breaching party promptly undertakes action to cure and diligently pursues the same until cured). Either Party may also terminate this Agreement immediately upon written notice to the other Party in the event that the other Party commences bankruptcy proceedings or otherwise substantially ceases its business operations.
    3. Upon any expiration or termination of this Agreement: (i) Slingshot shall immediately cease providing the Services; (ii) the Company shall immediately cease using the System; and (iii) the Company will immediately pay any and all outstanding Fees and charges owed to Slingshot. Notwithstanding the expiration or termination of this Agreement or any renewal period hereof, it is acknowledged that those rights and obligations that by their nature are intended to survive such expiration or earlier termination will survive.
    4. The Company may terminate this Agreement for any reason (an “Early Termination”) by providing Slingshot with written notice thereof on or before the date that is Sixty Days (60) days after the Effective Date (the “Effective Date” is the date this Agreement is signed).
    5. In the event of an Early Termination, Company shall pay Slingshot all fees for remaining contract months, within 30 days.
  6. Warranty and Disclaimer. Slingshot shall use reasonable efforts consistent with prevailing industry standards to perform the Services in a professional and workmanlike manner. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS OTHERWISE UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THIS AGREEMENT, SLINGSHOT DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, OF ANY KIND INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT IN RELATION TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, AS TO ANY OF THE SERVICES OR THE SYSTEM. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE SERVICES ARE PROVIDED “AS IS”.
  7. Company Representations and Obligations.
    1. The Company hereby represents and warrants to Slingshot as follows: (i) this Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; (ii) the Company is duly organized, validly existing and in good standing under the laws of the state of its incorporation/organization, and has full power and authority to execute, deliver and perform its obligations under this Agreement; (iii) the execution, delivery and performance by the Company of this Agreement and the consummation by it of its obligations hereunder will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (A) any provision of law, rule or regulation to which the Company is subject, (B) any order, judgment or decree applicable to the Company or binding upon its assets or properties, (C) any provision of the charter or other organizational documents of the Company, or (D) any agreement or other instrument applicable to the Company or binding upon its assets or properties; and (iv) no consent, approval or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by the Company in connection with the execution, delivery and performance of this Agreement or the taking by the Company of any other action contemplated hereby.
    2. During the Term, The Company shall conduct its business and operations in compliance with all federal, state and local laws and regulations and shall obtain, maintain and comply with all governmental licenses and permits required of the Company.
  8. Mutual Indemnification.
    1. The Company shall indemnify, defend and hold Slingshot and its subcontractors, assignees, agents, employees, subsidiaries and affiliates (collectively, the “Slingshot Indemnified Parties”) harmless from any claims, actions, losses, liabilities, damages and expenses (including attorney’s fees and court costs) (collectively, “Claims”) made, assessed or awarded against any such Slingshot Indemnified Party: (a) arising out of or in connection with the acts or omissions relating to the Company’s use of any of the System or the Services; or (b) arising out of or in connection with a breach of any of the Company’s representations, warranties or other obligations set forth in this Agreement, except to the extent that any Claim arises from the breach, gross negligence or willful misconduct of Slingshot.
    2. Slingshot shall indemnify, defend and hold the Company and its subcontractors, assignees, agents, employees, subsidiaries and affiliates (collectively, the “Company Indemnified Parties”) harmless from any Claims made, assessed or awarded against any such Company Indemnified Party arising out of or in connection with a breach of any of Slingshot’s representations, warranties or other obligations set forth in this Agreement, except to the extent that any Claim arises from the breach, gross negligence or willful misconduct of the Company.
    3. The party entitled to be indemnified (the “Indemnified Party”) will give prompt written notice to the other party (the “Indemnifying Party”) of any claim for which indemnification may be required under this Agreement. Failure to give such notice will not relieve the Indemnifying Party of its obligation to provide indemnification except if and to the extent that such failure materially and adversely affects the ability of the Indemnifying Party to defend the applicable claim. If the Indemnified Party notifies the Indemnifying Party of any claim asserted by a third party against the Indemnified Party that the Indemnifying Party acknowledges is a claim for which it must indemnify the Indemnified Party under this Agreement, the Indemnifying Party will be entitled to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented by its own counsel at its own cost in such matters. Neither the Indemnifying Party nor the Indemnified Party will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other party (including the obligation to indemnify hereunder) without the prior written consent of the other party, which will not be unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses.
  9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SLINGSHOT AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) FOR ANY MATTER BEYOND SLINGSHOT’S REASONABLE CONTROL; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE COMPANY TO SLINGSHOT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SLINGSHOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  10. Independent Contractors. The Parties are independent contractors and nothing in this Agreement will be construed to create a joint venture, partnership or an agency relationship between the parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
  11. Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by the Company except with Slingshot’s prior written consent. Slingshot may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Company does not have any authority of any kind to bind Slingshot in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The state and federal courts located in Salt Lake County, Utah shall have the sole and exclusive jurisdiction over any claims or actions arising out of or related to this Agreement, and the Company hereby consents to personal jurisdiction of such courts.