Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Fabrx ("Company," "we," "us," or "our") governing your access to and use of the Fabrx platform, website, and services (collectively, the "Service").

By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

2. Eligibility

You must be at least 18 years old to use our Service. By using the Service, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into these Terms
• You will comply with these Terms and all applicable laws and regulations
• All information you provide is accurate, current, and complete

3. Account Registration and Security

3.1 Account Creation

Accounts are created by Fabrx for clients we have agreed to work with. There is no self-service registration. If we provide you with an account, you agree to:

• Provide accurate and complete registration information
• Maintain and update your information to keep it accurate and current
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access or security breach

3.2 Account Responsibility

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to maintain account security.

4. Service Description

Fabrx is an implementation service. We build document extraction for your documents, connect it to the systems you already use, and operate it. Our Service includes:

• Scoping your document types and the fields you need extracted
• Building and tuning the extraction, which is performed by Fabrx and not by you
• Integrating the result into your application, ERP, database or automation platform
• Operating and maintaining the extraction once it is in production
• API monitoring, logging, and analytics
• Changes to the extraction as your documents or requirements change

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with or without notice.

5. Subscription and Billing

5.1 Prepaid Document Packages

The Service is charged per document processed, purchased in advance as a prepaid package. There is no subscription, no per-seat charge, and no fee for the build, the integration or subsequent tuning. Package terms:

• A package is valid for twelve months from the date of purchase
• Documents are drawn down against the package as they are processed
• Your per-document rate is quoted in writing before purchase and depends on document type, complexity and monthly volume

5.2 Billing and Payment

• Packages are paid in advance. No charge arises until the extraction is running in production on your documents
• You authorize us to charge your payment method for all fees
• All fees are non-refundable except as required by law
• A purchased package holds its rate for its full twelve-month term. We will give you at least one month's written notice before any change to your rate
• Failure to pay may result in service suspension or termination

5.3 Third-Party Provider Costs

Fabrx selects and pays for the AI providers used to process your documents. Those costs are included in your per-document rate and are not billed to you separately. Where you ask us to use a provider account of your own, that is agreed in writing beforehand and the costs on that account remain yours.

6. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Service or servers
• Use the Service for illegal activities or fraud
• Scrape, crawl, or harvest data from the Service
• Reverse engineer or attempt to extract source code
• Resell or redistribute the Service without authorization
• Process content that violates intellectual property rights
• Generate spam or unsolicited communications
• Process sensitive personal data without proper safeguards

7. Intellectual Property Rights

7.1 Our Property

The Service, including all content, features, functionality, software, and design, is owned by Fabrx and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works without our express written permission.

7.2 Your Content

You retain all rights to the documents and data you provide ("Your Content"). By providing content, you grant us a limited licence to:

• Process your documents to provide the Service
• Retain the extraction configuration built for you
• Return extracted data to you and to the systems you nominate

This licence terminates when you delete your content or your account ends, except where retention is required by law. For the avoidance of doubt, and matching what we state publicly on our pricing page: the extraction logic and schema that Fabrx builds for your documents remain the property of Fabrx, and you have full access to them and to their output for as long as you are a customer. Your documents, and the data extracted from them, are yours throughout and are not retained by us by default.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without any obligation to you.

8. Data and Privacy

8.1 Data Processing

Our processing of your personal data is governed by our Privacy Policy. By using the Service, you consent to such processing and warrant that all data you provide is accurate.

8.2 Your Responsibilities

You are responsible for:

• Ensuring you have the right to upload and process all content
• Complying with data protection laws (GDPR, CCPA, etc.)
• Obtaining necessary consents for processing personal data
• Implementing appropriate security measures for sensitive data

8.3 Data Security

While we implement reasonable security measures, you acknowledge that no system is completely secure. You use the Service at your own risk.

9. API Usage and Limits

9.1 Rate Limits

We impose rate limits on API usage based on your subscription plan. Exceeding these limits may result in throttling or temporary suspension.

9.2 API Keys

You are responsible for:

• Keeping your API keys secure and confidential
• Not sharing API keys with unauthorized parties
• Rotating keys if compromised
• All usage associated with your API keys

9.3 Service Level

We strive to maintain high availability but do not guarantee uninterrupted access. We are not liable for any downtime or service interruptions.

10. Third-Party Services

The Service integrates with third-party providers (OpenAI, Anthropic, Azure, etc.). Your use of these services is subject to their respective terms and conditions. We are not responsible for:

• The availability or performance of third-party services
• Changes to third-party pricing or terms
• Data processing by third-party providers
• Compliance with third-party terms of service

11. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Service will be uninterrupted, secure, or error-free
• Warranties regarding the accuracy or reliability of results
• Warranties that defects will be corrected

We do not warrant that the Service will meet your requirements or that AI-generated outputs will be accurate, complete, or suitable for your purposes.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TYPELESS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Service interruptions or data loss
• Third-party actions or content
• Unauthorized access to your account or data

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

13. Indemnification

You agree to indemnify, defend, and hold harmless Fabrx and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your content or data uploaded to the Service
• Your violation of applicable laws or regulations

14. Termination

14.1 Termination by You

You may end the Service by giving us one month's written notice. Termination does not relieve you of payment obligations already incurred, and unused documents in a prepaid package are not refundable except as required by law.

14.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause or notice, including for:

• Violation of these Terms
• Non-payment of fees
• Fraudulent or illegal activity
• Abuse of the Service or other users
• Extended periods of inactivity

14.3 Effect of Termination

Upon termination:

• Your right to use the Service immediately ceases
• We may delete your account and any retained configuration after 90 days. Your documents are not retained by us by default, so in most cases there is nothing of yours for us to return
• You remain liable for all fees incurred before termination
• Provisions that should survive termination will continue to apply

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@www.fabrx.ai to attempt to resolve the dispute informally.

15.2 Arbitration

Any disputes that cannot be resolved informally shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. You waive your right to a jury trial or to participate in a class action.

15.3 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access to the Service.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Updating the "Last updated" date
• Sending an email notification (for significant changes)

Your continued use of the Service after changes become effective constitutes acceptance of the updated Terms.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Fabrx regarding the Service.

18.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

18.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

18.5 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control.

19. Contact Information

For questions about these Terms, please contact us: