Legal

1. The Agreement

These Terms of Service ("Terms") are a contract between FabCommand, Inc., a Georgia corporation ("FabCommand", "we", "us"), and the company or other organization that signs up for or uses FabCommand ("Customer", "you"). They cover the FabCommand web application, mobile and tablet apps, the Fab Connector and other downloadable software, and related support (together, the "Services").

By creating an account, checking the box to accept these Terms, or using the Services, you agree to these Terms on behalf of your company. You confirm that you have the authority to bind that company and that you are at least 18 years old. If you do not have that authority or do not agree, do not use the Services.

The Services are intended for business use. They are not offered to consumers for personal, family, or household purposes.

These Terms include our Privacy Policy and, where it applies, our Data Processing Addendum ("DPA"). If you and FabCommand sign a separate written order or agreement, that document controls where it conflicts with these Terms.

2. Key Terms

• Authorized User: an employee, contractor, or other person you allow to use the Services under your account, including people who use a shared station or kiosk login.
• Customer Data: the data, files, drawings, models, and other content that you or your Authorized Users put into the Services, including personal information about your staff.
• Seat: a paid license for one named Authorized User at a given tier (for example Basic, Advanced, or Premier).
• Station account: a shared login for a shop-floor tablet or kiosk, created and managed by your company's owner or administrator.

3. Accounts, Seats, and Stations

• You must give accurate registration information and keep it up to date.
• Your company's owner and administrators control who can access your account, which Seat each person holds, and what they can see. You are responsible for their choices and for everything done under your account.
• Each Seat is for one named person. Logins may not be shared, except that station accounts are intended to be shared on a shop-floor device.
• When an owner or administrator creates a station account, they accept these Terms for that station on your company's behalf.
• Keep passwords and station PINs confidential. Tell us right away at contact@fabcommand.com if you suspect someone has accessed your account without permission.
• You are responsible for making sure your Authorized Users follow these Terms.

4. Free Trial

Each new company gets a free trial of the Services for 7 days.

• No credit card or other payment details are required to start a trial.
• Nothing is charged, and no subscription starts automatically, when the trial ends.
• To keep using the Services after the trial, you choose Seats and subscribe. If you don't, your access may be limited or paused.
• If you don't subscribe, we keep your trial data for 30 days after the trial ends so you can pick up where you left off, and then delete it.
• One trial per company. We may decline or end a trial that is being used to get around these Terms.
• During a trial the Services are provided as-is, and Section 16 applies in full.

5. Subscriptions, Fees, and Payment

• Pricing. Subscriptions are priced per Seat, per month, at the rates on our pricing page when you subscribe, unless we agree otherwise in writing.
• No contract. There is no minimum term. Your subscription renews month to month until you cancel.
• Billing. Fees are billed in advance at the start of each monthly billing period. Payments are processed by our third-party payment processor. By subscribing you authorize recurring charges to the payment method you give us, for the Seats on your account.
• Changing Seats. You can add or remove Seats at any time. Added Seats may be prorated for the current period. Removed Seats take effect at the next billing period.
• Cancellation. You can cancel at any time in your account settings or by emailing us. Cancellation takes effect at the end of the current billing period, and you keep access until then.
• Refunds. Fees already paid are non-refundable, including for partial months and unused Seats, except where the law requires otherwise or where we say so in these Terms.
• Taxes. Prices do not include taxes. You are responsible for any sales, use, VAT, GST, or similar taxes on your purchase, other than taxes on FabCommand's income.
• Price changes. We may change prices by giving you at least 30 days' notice by email. The new price applies from your next billing period after the notice period ends. If you don't agree, you can cancel before then.
• Late payment. If a payment fails and isn't fixed within 14 days after we notify you, we may suspend the Services until it is paid.

6. Your Data

You own your data

As between you and FabCommand, you own all Customer Data. You grant FabCommand a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Services, to prevent abuse, and to comply with the law.

How we handle it

We process personal information in Customer Data on your behalf and under your instructions, as described in the DPA, which forms part of these Terms and applies automatically wherever data protection law requires it. We do not sell Customer Data. We do not use it to advertise to you or anyone else.

Service data

We may collect information about how the Services are used, such as feature usage, performance, and error logs. We use it to operate, secure, and improve the Services. We may also create aggregated or de-identified information that does not identify you, your Authorized Users, or any person, and use it for any lawful purpose.

Your responsibilities

You are responsible for the accuracy and legality of Customer Data. You must have all rights, notices, and consents needed for us to process it under these Terms, including any notices you owe your employees about their data, such as time records.

Backups

We keep regular backups to protect the Services. We still recommend that you export copies of data that is critical to your business.

7. Company Data and Project Sharing

Each company's data is kept separate and is accessible only to that company's Authorized Users, and to anyone the company chooses to share with.

FabCommand lets you share a project with another company, such as a general contractor or subcontractor. When you share a project:

• You choose which areas are shared and whether the other company can view or edit.
• You can revoke access at any time. The project stays owned by your company.
• You are responsible for making sure you have the right to share that data, and for any contract terms that apply to it.
• Once the other company has viewed or downloaded shared data, we cannot control what it does with that data.

8. Acceptable Use

You and your Authorized Users will not:

• use the Services in violation of any law or anyone else's rights, including intellectual property and privacy rights;
• upload malware or anything designed to disrupt, damage, or gain unauthorized access to any system;
• probe, scan, or test the Services for vulnerabilities, or get around security or usage limits, without our written permission;
• overload the Services, including with automated access or scraping beyond normal use of the product;
• reverse engineer, decompile, or try to extract the source code of the Services, except where the law expressly allows it despite this restriction;
• copy, resell, rent, sublicense, or provide the Services to third parties as a service bureau;
• use the Services to build a competing product, or access them to benchmark for a competitor;
• use the support portal, demo booking, or other forms to send spam or messages to people who didn't ask for them; or
• remove or alter FabCommand's proprietary notices.

We may remove content or suspend access if we reasonably believe it is needed to stop a violation of this section. We will notify you when we can.

9. Third-Party Services and Integrations

Some features work with services we don't control, such as Google sign-in, payment processing, detailing software like SDS2 through the Fab Connector, and files produced by other tools, including IFC models. Your use of those third-party services is governed by their own terms. FabCommand is not responsible for them, and a third party changing or discontinuing its service may affect a related feature.

10. Downloadable Software

Some parts of the Services are software you install, such as the Fab Connector, the FabCommand Kiosk tablet app, and mobile apps. While your subscription or trial is active, we grant you a limited, non-exclusive, non-transferable license to install and use that software for your internal business use with the Services.

The software may update automatically. Some open-source components are licensed under their own terms, which apply to those components. If you download software through an app store, that store's terms also apply.

11. Intellectual Property and Feedback

FabCommand and its licensors own the Services, including the software, designs, documentation, and trademarks, and all improvements to them. These Terms don't transfer any ownership to you. Apart from the rights expressly granted in these Terms, we reserve all rights.

If you send us suggestions or feedback, we may use them without restriction or payment to you. Doing so does not give us any rights to your Customer Data.

12. Confidentiality

Each party may receive non-public information from the other that is marked confidential or would reasonably be understood to be confidential. Customer Data is your confidential information.

The receiving party will use the other party's confidential information only to perform under these Terms, protect it with at least reasonable care, and share it only with its employees, contractors, and service providers who need it and are bound by similar obligations.

These obligations don't apply to information that:

• is or becomes public through no fault of the receiving party;
• was already known to the receiving party;
• was received lawfully from someone else; or
• was developed independently.

A party may disclose confidential information when the law requires it, after giving the other party reasonable notice where the law allows.

13. Security

We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. They include encryption in transit, encryption at rest provided by our cloud infrastructure, hashed passwords and PINs, separation between companies' data, and role-based access controls. The DPA describes these measures in more detail.

If we become aware of a security breach affecting your Customer Data, we will notify you without undue delay, as described in the DPA.

No system is perfectly secure. You are responsible for securing your own devices and networks, and your users' credentials.

14. Availability, Changes, and Support

• We work to keep the Services available and reliable, but we don't guarantee uninterrupted or error-free service, and we don't offer a service-level agreement unless one is agreed in writing.
• We may perform maintenance. We will try to schedule planned maintenance outside normal U.S. business hours and give advance notice when practical.
• We continually improve FabCommand and may add, change, or remove features. If we remove a feature that is material to your use, we will give reasonable advance notice. If that removal materially reduces the Services, you may cancel and receive a prorated refund of any prepaid fees for the unused period.
• Support is available through our support portal and at contact@fabcommand.com. We aim to respond within one business day.

15. Suspension, Termination, and Your Data Afterward

• By you. You may stop using the Services and cancel at any time, as described in Section 5.
• By us. We may suspend or terminate your access if you materially breach these Terms and don't cure the breach within 15 days after notice. We may act immediately if the breach is non-payment that remains unpaid past the period in Section 5, or if your use creates a security risk, involves fraud or illegal activity, or could harm the Services or others. We may also end the Services for everyone with at least 60 days' notice, and would refund prepaid fees for the unused period.
• Export window. For 30 days after your subscription or trial ends, you may export your Customer Data using the tools in the Services, or ask us for help.
• Deletion. After the export window, we delete Customer Data from the live Services. Copies in backups are overwritten on our normal backup cycle, within 35 days after that. We may keep limited records longer where the law requires it, such as billing records.
• Early deletion. You can ask us to delete your company's data sooner by emailing contact@fabcommand.com. An owner can also delete the company in the Services.
• Survival. Sections 6, 11, 12, and 15 through 21 survive termination, as does any unpaid fee.

16. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, FABCOMMAND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

17. Indemnification

You will defend FabCommand and its officers, directors, and employees against any third-party claim, and pay any resulting damages, costs, and reasonable attorneys' fees, to the extent the claim arises from:

• Customer Data, including a claim that you lacked the rights or consents needed to provide it;
• your or your Authorized Users' breach of Section 8 (Acceptable Use); or
• your projects, products, or work built using the Services.

FabCommand will promptly notify you of the claim, let you control the defense, and reasonably cooperate at your expense. You may not settle a claim in a way that admits fault by FabCommand, or imposes obligations on it, without FabCommand's consent.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, LOSS OF DATA, OR COSTS OF DELAY, REWORK, OR MATERIAL, EVEN IF ADVISED OF THEIR POSSIBILITY.
2. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID FABCOMMAND FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
3. THESE LIMITS DO NOT APPLY TO YOUR OBLIGATION TO PAY FEES, YOUR OBLIGATIONS UNDER SECTION 17, OR EITHER PARTY'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

19. Governing Law and Disputes

• Governing law. These Terms are governed by the laws of the State of Georgia, U.S.A., without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
• Talk to us first. Before filing a claim, each party agrees to try to resolve the dispute informally. The party with the concern will send written notice describing it, and both parties will negotiate in good faith for 30 days.
• Where disputes are heard. Any dispute not resolved informally will be brought exclusively in the state courts located in Baldwin County, Georgia, or the United States District Court for the Middle District of Georgia. Each party consents to those courts' jurisdiction. Either party may seek urgent injunctive relief in any court with jurisdiction to protect its intellectual property or confidential information.
• Individual claims only. To the extent permitted by law, claims may be brought only on an individual basis and not as a plaintiff or class member in any class, consolidated, or representative action.
• Time limit. Any claim must be brought within one year after it arises, unless the law does not allow this limit.

20. Changes to These Terms

We may update these Terms from time to time. We will post the new version here with a new effective date.

For material changes, we will give at least 30 days' notice by email or in the Services before they take effect, unless a change is required sooner by law. We will ask Authorized Users to review and accept the updated Terms when they next sign in. Changes do not apply to a dispute that arose before the change.

If you don't agree to a change, you can cancel before it takes effect. If you cancel for that reason, we will refund any prepaid fees for the unused period. Continuing to use the Services after a change takes effect means you accept it.

21. General

• Entire agreement. These Terms, together with the Privacy Policy, the DPA, and any signed order, are the entire agreement between the parties about the Services. They replace all earlier agreements on the subject. Terms in your purchase orders or other documents do not apply, even if we accept or sign them.
• Order of precedence. If documents conflict, a signed order controls, then the DPA (for personal data), then these Terms.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all of its relevant business or assets, with notice.
• Export and sanctions. You will comply with U.S. and other applicable export control and sanctions laws. You will not use or provide access to the Services in any embargoed country or region, or to any person on a restricted-party list.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, pandemics, government action, or internet, utility, or hosting-provider failures. This does not excuse payment obligations.
• Publicity. We will not use your company's name or logo in our marketing without your permission.
• Notices. We may send you notices by email to your account owner or administrators, or in the Services. You may send notices to contact@fabcommand.com, with a copy by mail to the address below for notices of breach or legal claims.
• Relationship. The parties are independent contractors. There are no third-party beneficiaries of these Terms.
• Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent possible and the rest will remain in effect. Not enforcing a provision is not a waiver of it.
• Electronic acceptance. Accepting these Terms electronically, including by checking a box, is as binding as a signature.

22. Contact