Effective Date: Upon Contract Execution
Effective Date: Upon Contract Execution
Licensor: ArciFAB, LLC (or final legal entity name)
Platform: ArciFAB (proprietary fab management, data safe harbor, workflow optimization, and related software services, including iPad-optimized interfaces, dedicated instances, SSO/OAuth authentication, and private hosting)
“Platform” or “Software” means the ArciFAB proprietary software application and all related modules, features, updates, enhancements, and documentation, including fab management tools, data safe harbor capabilities, reporting, analytics, and mobile/iPad interfaces.
“Services” means the hosted access to the Platform, support, implementation, white-glove services, and any associated data processing or hosting.
“Customer Data” means all data, information, and content uploaded, input, or generated by Customer through use of the Platform, including fabrication schedules, spool data, material tracking, shop floor information, and related records.
“Dedicated Instance” or “Private Instance” means a logically or physically segregated environment provisioned for Customer’s exclusive use.
“Customer Creations” means any custom templates, workflows, configurations, reports, scripts, add-ons, or other materials that Customer creates, uploads, or develops using the Platform.
“ArciFAB IP” means all intellectual property rights in and to the Platform, including all code, algorithms, user interfaces, designs, reports, data models, and any improvements or derivatives of the core Platform technology.
“Acceptable Use Policy” or “AUP” means the policy attached as Schedule A, as updated from time to time.
Subject to the terms of this Agreement, ArciFAB grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Customer’s internal business purposes in connection with its fabrication, shop, and field operations.
For Customers purchasing a Dedicated Instance or Private Instance, the license includes the right to access and use such Dedicated Instance solely for Customer’s internal fabrication and construction-related operations.
Customer Creations. Customer retains all right, title, and interest in and to its Customer Creations. Customer may export, copy, modify, and use its Customer Creations outside the Platform, subject to the confidentiality and non-compete restrictions in this Agreement. Customer Creations do not include any ArciFAB IP or any derivative works of the core Platform that are not separable from the underlying ArciFAB technology.
No ownership rights in the Platform or ArciFAB IP are transferred to Customer. All rights not expressly granted are reserved by ArciFAB.
Customer shall not, and shall not permit any third party to:
For clarity, nothing in this Section 3 restricts Customer from exporting, using, modifying, or licensing its own Customer Creations (including custom templates, workflows, and configurations) for its own internal or external business purposes, provided such use does not involve disclosure of ArciFAB’s confidential information or core technology.
4.1 Ownership of Customer Data. Customer retains all right, title, and interest in and to all Customer Data. ArciFAB acquires no ownership rights in Customer Data.
4.2 Dedicated and Private Instances. When Customer subscribes to a Dedicated Instance or Private Instance, ArciFAB shall provision and maintain such instance for Customer’s exclusive use, subject to the terms of this Agreement. Customer Data stored or processed in a Dedicated Instance shall be logically and/or physically segregated from other customers’ data to the extent technically feasible.
4.3 Data Safe Harbor. ArciFAB provides the Platform as a secure data safe harbor. ArciFAB will process and store Customer Data only as necessary to provide the Services and in accordance with Customer’s instructions and this Agreement, not sell, rent, lease, or commercially exploit Customer Data, and implement reasonable safeguards appropriate for sensitive fabrication and construction data.
4.4 Access and Control. Customer retains full control over access to its Dedicated Instance and Customer Data. ArciFAB personnel will only access a Dedicated Instance or Customer Data with Customer’s prior written authorization or as reasonably necessary to provide support.
4.5 Data Portability and Return. Upon termination or expiration of this Agreement or upon Customer’s written request, ArciFAB shall provide a complete, machine-readable export of all Customer Data and permanently delete or render unrecoverable all copies (subject to legal retention requirements).
ArciFAB retains all rights to the Platform and ArciFAB IP. Customer retains ownership of Customer Data and Customer Creations. Customer grants ArciFAB a limited license to use Customer Creations as necessary to provide the Services.
Customer may export its Customer Creations at any time. Upon termination, ArciFAB shall provide a reasonable opportunity (not less than thirty days) to export Customer Creations.
The Platform may integrate with third-party tools. ArciFAB makes no warranties regarding third-party products. Customer is responsible for maintaining valid licenses to any third-party software.
ArciFAB will provide support as described in Schedule C (or as otherwise agreed). Updates and new features made generally available will be subject to this Agreement.
Customer shall pay all fees. Subscriptions automatically renew unless notice is given. Late payments accrue interest.
This Agreement continues for the subscription term. Either party may terminate for cause. Upon termination, licenses end, data export is provided, and surviving provisions remain in effect.
The Platform is provided “AS IS”. ArciFAB’s liability is limited to amounts paid in the prior twelve months. Confidentiality obligations survive for three years. Disputes are governed by Arizona law and subject to arbitration. Full details are in the executed contract.
This page contains the full text of the EULA as provided. The executed contract and attached schedules are the binding legal documents.