Terms of Service

1. Introduction

Welcome to DaVinci Inc. (“DaVinci,” “Company,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of DaVinci’s proprietary smart manufacturing platform, software modules, integrations, APIs, and related professional services (collectively, the “Services”).

By accessing or using the Services, you (“Customer,” “Client,” or “User”) agree to be legally bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you are authorized to bind that entity. If you do not agree, you must not access or use the Services.

2. Scope of Services

• Platform Access: DaVinci provides modular MES solutions, including but not limited to: IoT integration, ERP data synchronization, reporting & analytics, compliance management, production optimization, and AI-powered furnace intelligence (“Ignis AI”).
• Service Levels: Access is subject to the subscription tier, implementation agreement, or Master Service Agreement (MSA) executed between DaVinci and the Client.
• Third-Party Integrations: DaVinci may integrate with third-party ERPs, lab equipment, or partner solutions. DaVinci is not responsible for disruptions caused by third-party services.

3. Eligibility & Account Responsibilities

• The Services are intended for enterprise use only.
• Users must provide accurate, current, and complete registration details.
• Customers are responsible for safeguarding login credentials and ensuring authorized use only.

4. Acceptable Use

Clients agree not to:

• Copy, reverse engineer, or create derivative works of the Services.
• Circumvent security measures or attempt unauthorized access.
• Use the Services to process unlawful data, infringe intellectual property, or deploy malicious code.
• Share access credentials beyond licensed seats/users.

DaVinci reserves the right to suspend or terminate accounts for violations.

5. Fees, Payments & Taxes

• Fees are governed by the applicable Order Form, Statement of Work (SOW), or subscription plan.
• All payments must be made in USD unless otherwise agreed.
• Fees are exclusive of applicable taxes, duties, or levies, which remain the Client’s responsibility.

6. Intellectual Property

• DaVinci retains all intellectual property rights, including software code, algorithms, AI models, documentation, and trademarks.
• Clients receive a limited, non-exclusive, non-transferable license to use the Services in accordance with these Terms.
• Custom configurations or enhancements developed for a client remain DaVinci’s intellectual property unless otherwise agreed in writing.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary information, trade secrets, and non-public technical or commercial information disclosed during the engagement.

8. Data Protection

Use of the Services is also governed by DaVinci’s Privacy Policy, which details how data is collected, stored, and processed. DaVinci complies with applicable data protection laws, including GDPR, CCPA (where applicable), and relevant industrial regulations.

9. Warranties & Disclaimers

DaVinci warrants that it will provide the Services in a professional manner consistent with industry standards.

Except as expressly stated, the Services are provided “as is” and “as available.” DaVinci disclaims warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

DaVinci’s aggregate liability under these Terms will not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

DaVinci is not liable for indirect, incidental, or consequential damages, including lost profits, production downtime, or loss of data.

11. Termination

• Either party may terminate the Services with written notice per the governing Agreement.
• DaVinci may suspend or terminate Services immediately if the Client breaches these Terms, fails to pay fees, or engages in unlawful activity.
• Upon termination, the Client must cease use of the Services and return or delete any confidential materials.

12. Governing Law & Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Disputes shall first be attempted to resolve amicably. If unresolved, disputes shall be subject to binding arbitration under the American Arbitration Association (AAA) rules.

13. Miscellaneous

• Entire Agreement: These Terms, along with any executed MSA or Order Form, constitute the entire agreement.
• Force Majeure: DaVinci is not liable for delays caused by events beyond its control, including natural disasters, cyberattacks, or government restrictions.
• Amendments: DaVinci reserves the right to update these Terms, with notice provided to Clients.