Terms of Service

These Master Service Terms ("Agreement") govern your organization's access to and use of the FacilityFit platform and services. By executing an Order Form or accessing the Service, the subscribing entity ("Customer" or "you") agrees to be bound by these terms.

1. Definitions

"Service" means the FacilityFit software-as-a-service platform for pharmaceutical facility fit assessment and compliance documentation.

"Customer Data" means all facility specifications, equipment data, assessment results, and other information uploaded or generated by Customer through the Service.

"Authorized Users" means Customer's employees, contractors, and agents authorized to access the Service under Customer's subscription.

"Order Form" means the ordering document executed between parties specifying subscription tier, user count, fees, and term.

2. License Grant and Restrictions

2.1 License. Subject to Customer's compliance with this Agreement, FacilityFit grants Customer a non-exclusive, non-transferable, worldwide license to access and use the Service during the subscription term solely for Customer's internal business operations.

2.2 Restrictions. Customer shall not, and shall ensure Authorized Users do not: (a) reverse engineer, decompile, or disassemble the Service; (b) rent, lease, or sublicense access to the Service; (c) use the Service to develop competing products; (d) remove or modify proprietary notices; or (e) exceed authorized user limits or usage restrictions specified in the Order Form.

2.3 Third-Party Components. The Service may include third-party components subject to separate license terms, which are incorporated herein by reference.

3. Customer Data and Confidentiality

3.1 Data Ownership. Customer retains all right, title, and interest in Customer Data. Customer grants FacilityFit a limited license to process Customer Data solely to provide the Service.

3.2 Confidential Information. Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. This obligation survives termination for five (5) years.

3.3 Data Security. FacilityFit implements and maintains administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit (TLS 1.2+) and at rest (AES-256), role-based access controls, and regular security audits.

3.4 Data Processing Agreement. To the extent FacilityFit processes personal data on Customer's behalf, the Data Processing Addendum available at [URL] applies.

4. Service Level Agreement

4.1 Uptime Commitment. FacilityFit will use commercially reasonable efforts to maintain 99.5% uptime for the Service, measured monthly, excluding scheduled maintenance and force majeure events.

4.2 Scheduled Maintenance. FacilityFit may perform scheduled maintenance during off-peak hours with at least 48 hours advance notice. Emergency maintenance may be performed without notice.

4.3 Support. FacilityFit provides technical support as specified in the applicable Order Form and Support Policy, including email support during business hours and priority support for enterprise subscriptions.

5. Regulatory Compliance Disclaimer

5.1 Tool Not Guarantee. THE SERVICE IS A TOOL TO ASSIST WITH FACILITY FIT ASSESSMENTS AND REGULATORY COMPLIANCE DOCUMENTATION. CUSTOMER ACKNOWLEDGES THAT: (a) final responsibility for regulatory compliance, validation, and quality decisions remains with Customer; (b) the Service does not replace qualified personnel or professional judgment; (c) all outputs must be reviewed and approved by qualified personnel before use in regulatory submissions.

5.2 Regulatory Updates. While FacilityFit endeavors to keep regulatory mappings current with EU GMP Annex 1, FDA guidelines, and other standards, Customer is responsible for verifying applicability and currency of all regulatory references.

5.3 Validation. Customer is responsible for validating the Service according to applicable regulations (21 CFR Part 11, EU GMP Annex 11, etc.) for its intended use. FacilityFit will provide reasonable assistance and documentation to support Customer's validation activities.

6. Fees and Payment

6.1 Fees. Customer shall pay the fees specified in the Order Form. Unless otherwise stated, fees are in USD, non-refundable, and due within 30 days of invoice date.

6.2 Price Increases. FacilityFit may increase subscription fees upon renewal with at least 60 days advance notice.

6.3 Overages. Usage exceeding subscription limits may result in additional charges as specified in the Order Form.

6.4 Late Payment. Late payments are subject to interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

7. Warranties and Disclaimers

7.1 Mutual Warranties. Each party warrants that: (a) it has full power and authority to enter this Agreement; (b) it will comply with applicable laws; and (c) it will not transmit viruses, malware, or harmful code.

7.2 Service Warranty. FacilityFit warrants that the Service will perform materially in accordance with its documentation. Customer's exclusive remedy for breach is re-performance or, if FacilityFit cannot cure within 30 days, termination and pro-rata refund.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FACILITYFIT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER'S REQUIREMENTS.

8. Limitation of Liability

8.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

8.2 LIABILITY CAP. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.3 Exceptions. The limitations in this Section 8 do not apply to: (a) either party's indemnification obligations; (b) Customer's payment obligations; or (c) violations of intellectual property rights.

9. Indemnification

9.1 By FacilityFit. FacilityFit will defend Customer against claims that the Service infringes third-party intellectual property rights and indemnify Customer from resulting damages, provided Customer promptly notifies FacilityFit and cooperates in defense.

9.2 By Customer. Customer will defend FacilityFit against claims arising from: (a) Customer Data; (b) Customer's violation of this Agreement; or (c) Customer's use of the Service in violation of law, and indemnify FacilityFit from resulting damages.

10. Term and Termination

10.1 Term. This Agreement begins on the Effective Date and continues for the Initial Term specified in the Order Form. Unless either party provides written notice of non-renewal at least 60 days before term end, the Agreement automatically renews for successive one-year periods.

10.2 Termination for Cause. Either party may terminate if the other party materially breaches and fails to cure within 30 days of written notice.

10.3 Effect of Termination. Upon termination: (a) all licenses terminate immediately; (b) Customer must cease using the Service; (c) Customer may export Customer Data for 60 days; and (d) FacilityFit will delete Customer Data 90 days post-termination unless legally required to retain.

10.4 Survival. Sections 3 (Confidentiality), 7.3 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), and 12 (General) survive termination.

11. Audit Rights

FacilityFit may audit Customer's use of the Service upon 30 days written notice, no more than once annually, to verify compliance with subscription limits and restrictions. Customer will provide reasonable cooperation. If the audit reveals underpayment exceeding 5%, Customer shall reimburse audit costs.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the laws of [Jurisdiction], without regard to conflicts of law principles.

12.2 Dispute Resolution. The parties agree to first attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be resolved through binding arbitration under [Arbitration Rules].

12.3 Force Majeure. Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or infrastructure failures.

12.4 Assignment. Neither party may assign this Agreement without prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.

12.5 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement and supersedes all prior agreements regarding the subject matter.

12.6 Amendments. FacilityFit may modify these Terms by providing 60 days advance notice. Continued use after the effective date constitutes acceptance. Material changes adverse to Customer require Customer consent.

12.7 Notices. All notices must be in writing to the addresses in the Order Form or to contact@facilityfit.io.

13. Contact Information

For questions regarding these Master Service Terms or to request contract documentation:

Legal Department
Email: contact@facilityfit.io

Enterprise Sales
Email: contact@facilityfit.io