Fabrica Terms of Service

Version 4.01 - Last Updated May 2, 2025

Fabrica's platform enables users to tokenize real property ownership, engage in digital transactions, and participate in lending. These Terms of Service outline the terms governing your use of Fabrica's website and services. Summaries are provided for clarity but are not legally binding. Please read each section thoroughly.

Welcome to Fabrica

By using Fabrica, you agree to these Terms.

These Terms of Service ("Terms") govern your access to Fabrica's website ("Website"), software, documentation, applications, and application plug-ins (collectively, the "Site"). In these Terms, the words "you" and "your" refer to each Site user or visitor, "Fabrica," "we," "us" and "our" refer to Fabrica Inc., and "Services" refers to all services provided by us. By using the Site, you agree to comply with these Terms and all applicable laws and regulations. If you do not agree to these Terms, please do not use the Site. We may revise these Terms at any time, and your continued use of the Site constitutes acceptance of the new Terms.

Your Account

You are responsible for your account. Fabrica may suspend or terminate your account at its discretion.

The Site is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit to us is accurate and truthful. Fabrica may in its sole discretion refuse to offer use of the Site to any person or entity. We also reserve the right to suspend or end your use of the Site at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Site if you are not complying with these Terms, or you use the Site in a manner that would cause us legal liability, disrupt the Services or access to the Site, or disrupt others' use of the Services or access to the Site. The Site is not available to any user suspended or removed from use of such by Fabrica. By using the Site, you represent that you have not been previously suspended or removed from use of our Services. Some parts of the Site are available only to those users who have been authorized by us to access those Services and web pages.

At account creation and from time to time, Fabrica may request personal information from you. Your rights with respect to these requests may be found in our Privacy Policy, which is incorporated herein by reference.

Summary of Services; No Provision of Legal, Financial, or Lending Advice or Services

Fabrica is not a law firm, financial advisor, or lender, and while Fabrica holds certain professional licenses, it is prohibited from providing specific legal, real estate, and financial advice. Your use of the platform is at your own risk, and if you lack relevant experience, you should consult an attorney or other licensed professional before entering into any transaction or loan agreement.

The contents of the Fabrica Site—including text, graphics, images, information, documents, forms, and other materials ("Content")—are provided solely for informational purposes. This Content is not intended to be a substitute for professional legal, real estate, estate planning, tax, lending, or other types of advice or services.

Fabrica provides an online portal giving users the ability to transfer property into a trust, represent ownership of that trust digitally via a token, and transact on that token digitally. In doing so, Fabrica provides general information, general guidance on technology, and access to automated form tools, which users can use to prepare documents independently. Therefore, the Site includes general information on commonly encountered legal and real estate issues but does not offer specific advice for individual circumstances. Additionally:

The Site's form tools are designed for user self-service and do not provide legally sufficient advice. Fabrica does not review responses for legal sufficiency, draw legal conclusions, or offer recommendations on legal rights, remedies, defenses, options, strategies, or application of law to specific situations.
Fabrica may provide access to third-party integrations that prompt auto-fill features based on user inputs, enhancing user experience but not substituting for professional review.
Fabrica may provide property valuations based on third-party data sources. These valuations are provided as estimates and should not be relied upon without independent verification. Fabrica does not endorse or guarantee these third-party valuations and disclaims responsibility for any inaccuracies. Users are encouraged to consult licensed professionals for valuation accuracy.
Fabrica provides a "Provenance Score" as an informational tool, reflecting certain checks on title and ownership. The score is generated from both automated and manual processes but does not guarantee accuracy or completeness. Users should conduct their own independent research before relying on this score.

In lending transactions, Fabrica merely acts as a platform, and all interactions are at users' discretion and subject to the platform's Terms. Users should consult qualified financial and legal professionals before entering any loan agreements or relying on loan-related features.

You are encouraged to consult a licensed attorney or other professional with questions regarding real estate transactions or lending arrangements you may consider, particularly with respect to property ownership, transfer, encumbrances, conveyances, or any aspect of the peer-to-peer or peer-to-pool lending functionality. Fabrica, its Services, and its forms and templates are not substitutes for legal advice or the services of an attorney, real estate advisor, or financial professional.

Estate, Tax Planning, and Liability Considerations: Fabrica does not provide advice on estate planning, tax consequences, or liability limitations (including those regarding bankruptcy remoteness) concerning property ownership, purchase, or sale. Any consideration you may choose to give these factors in connection with the Site's tools or resources is at your discretion and your own risk.

Reliance on Content and Tools: Any use of information on Fabrica or its services, including the use of tools, resources, or forms, is entirely at your own risk. You expressly agree that your use of the Services is at your own risk and that the Site is provided "as is" and "as available," with no warranties, express or implied. Fabrica disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Furthermore:

Fabrica has no control over or obligation regarding which users access or use the Site, the effects of the Content on users, how users may interpret the Content, or any actions taken as a result of exposure to the Content.
Fabrica disclaims liability for any use of the Content or failure to access certain Content on the Site. The Site is not responsible for the accuracy, copyright compliance, legality, or decency of materials on the Site.

Fabrica strives to keep its resources accurate, current, and up-to-date, but cannot guarantee the information on the Site is always current or applicable to every jurisdiction. The law changes rapidly, varies by jurisdiction, and is subject to interpretation. Additionally, no general information or automated tools can apply to every individual circumstance.

This Site is not intended to create an attorney-client relationship, and your use of Fabrica does not create such a relationship between you and Fabrica. Instead, you represent yourself in any legal or real estate matters you undertake using Fabrica's Services.

Completeness and Accuracy of Legal Templates and Forms

Fabrica provides forms and templates to help you manage digital property transactions but does not guarantee their legal sufficiency. Always consult a professional for your specific needs.

Fabrica strives to keep its legal forms accurate and up-to-date; however, the legal landscape evolves, and we cannot guarantee the absolute completeness or accuracy of every template. The forms available on Fabrica's platform are general in nature and may not meet the requirements of every jurisdiction. If your legal needs require specialized attention, you are encouraged to seek advice from a licensed attorney in your area. Fabrica does not provide assurances or warranties about the suitability of these templates for your unique situation.

Consent to Electronic Signatures and Communications

In the course of using the Site, you are required to consent to and to being bound by electronic signatures and communications.

By creating your Fabrica account, you expressly consent to conduct transactions electronically. You agree that all documents, communications, disclosures, agreements, and notices ("Communications") delivered electronically satisfy any legal requirement that such Communications be in writing. You further agree to use electronic signatures, including blockchain-based consents, transactions and signatures ("E-Signatures"), and acknowledge that your electronic consent is binding and enforceable, equivalent to a handwritten signature. You represent that you have the necessary software and hardware capabilities to receive, open, read, download, and retain electronic Communications and documents provided by Fabrica. You may withdraw your consent to electronic Communications at any time by notifying us by email at questions@fabrica.land; however, doing so will terminate your access to the Site and Services, as electronic transactions and communications are essential to our Services.

User Responsibility and Warranties

You are responsible for understanding and managing risks associated with digital property transactions and lending. Fabrica acts only as a platform provider.

By accessing the Site, you represent that you are not prohibited by law from using Fabrica's services and can manage decentralized, peer-to-peer transactions independently. In addition, you warrant and agree to the following:

Independent Decision-Making: You agree to conduct your own due diligence for all transactions on the platform, including property transactions and any lending or borrowing decisions. Fabrica does not provide legal, financial, or lending advice and does not guarantee specific outcomes for any transaction.
Warranties on Use of Blockchain Technology: You acknowledge that Fabrica uses blockchain technology and smart contracts, which may involve technical risks. You warrant that you are familiar with blockchain systems and understand that Fabrica is not liable for any losses resulting from blockchain-related technical issues.
Compliance with Laws: You agree to comply with all applicable laws related to transactions on the platform, including real estate and lending regulations. Fabrica is not responsible for your compliance.
Irreversibility of Transactions: All actions, payments, and transfers on Fabrica's platform are final and cannot be reversed. By confirming a transaction on Fabrica, you agree that it is non-refundable, and you bear sole responsibility for any commitment, payment, or transfer made through the platform.
Interaction with Other Users: Fabrica merely facilitates transactions and does not control, verify, or mediate user interactions. You assume full responsibility for your interactions with other users, including terms of property transactions or lending agreements.

Real Property Ownership; IP Ownership

You own your property and manage your transactions independently. Fabrica does not own or participate in any real estate or loan agreements you engage in through the platform.

Real Property Ownership: Fabrica provides tools for managing tokenized real property transactions but does not own, control, or participate in any real estate or lending agreements made between users. Your real property and all associated transactions, agreements, and terms are solely your responsibility. Fabrica disclaims any ownership interest or liability related to these agreements, including disputes over ownership, transaction terms, or obligations arising from them. Fabrica also does not manage or otherwise control any aspect of your real property. You are solely responsible for maintaining and monitoring your property and property title, and Fabrica is not liable for any issues, including but not limited to liens, ownership disputes, or other liabilities, whether caused by you, a prior owner, or any other party.

Intellectual Property Rights: All rights, title, and interest in and to any software or content developed by Fabrica remain with Fabrica. You do not acquire, directly or indirectly, any title, copyright, or ownership in Fabrica's software, content, or related materials. Fabrica grants you a personal, non-exclusive, non-transferable, and revocable license to access and use the Site and Services for your personal use only. You may access materials on the Site solely for personal purposes and must not reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any of the Site materials, except as incidental to normal web browsing or enabled sharing features (e.g., email, social media). Any use beyond these terms requires express written consent from Fabrica.

Third-Party Valuations

Fabrica displays property valuations using third-party data sources. These valuations are estimates and should not be solely relied upon without further independent verification.

Fabrica provides property valuation information sourced from multiple third-party data providers. These valuations are estimates only and reflect data or algorithms beyond Fabrica's control. Property valuation is inherently subjective and can vary widely depending on data, methodology, and market conditions.

By using Fabrica's platform, you acknowledge and agree that:

Independent Verification: You are solely responsible for independently assessing and verifying any property valuation data displayed on the platform. Fabrica does not endorse or guarantee the accuracy, reliability, or completeness of third-party valuations.
No Guarantee of Value: Fabrica makes no representations or warranties regarding the current or future value of any property listed on the platform. Valuations may not reflect market realities or changing market sentiments, and relying solely on displayed valuations could lead to financial loss. Valuations may change at any time or from time to time.
Third-Party Disclaimers: Fabrica is not responsible for the methodologies, data quality, or conclusions reached by third-party valuation providers. All valuation content is provided "as-is" for informational purposes, and users are advised to consult with licensed professionals for valuation accuracy.

By interacting with property valuations on Fabrica, you accept the limitations and risks associated with third-party valuation data and agree that Fabrica is not liable for any reliance on these valuations.

Provenance Score

Fabrica provides a "Provenance Score" for each tokenized property, based on a series of automated and manual checks. This score is informational only, and users should independently verify all relevant information.

Fabrica's "Provenance Score" assesses various factors related to each tokenized property's title, ownership history, and compliance with onchain and offchain requirements. This score reflects several components, including onchain validations, tax and title history, and other metrics.

While Fabrica's Provenance Score aims to offer users a comprehensive snapshot of these property aspects, it does not constitute a guarantee or assurance of the information's accuracy or completeness. By using the Site, you acknowledge and agree that:

Independent Research Required: The Provenance Score is for informational purposes only. You are responsible for conducting independent verification of any information reflected in the score, especially before making any transaction or financial decision regarding the property.
No Warranty or Assurance: Fabrica does not warrant the correctness, reliability, or completeness of the Provenance Score. Errors or omissions may exist, and the score should not replace a full, independent investigation into the property's status.
No Substitute for Professional Assistance: The Provenance Score is intended solely to support your research, not to substitute professional assessments. Fabrica disclaims any liability for decisions made in reliance on this score.

By accessing and using the Provenance Score, you accept that Fabrica provides this information "as-is" and that further investigation is essential to ensure accuracy and relevance for your needs.

Disputes with Other Users or Platforms

You are responsible for managing your own interactions and disputes with other users on Fabrica, as well as any disputes arising from the use of third-party smart contracts or informational services.

Fabrica provides a platform to facilitate digital property transactions and lending, but it does not mediate or monitor user interactions or resolve disputes between users. Additionally, Fabrica leverages third-party smart contracts and informational services from external providers to support tokenization, transactions, property valuations, and the Provenance Score feature. If a transaction, valuation, or other issue arises from the functionality or terms of these third-party smart contracts or services, any disputes are strictly between you and the relevant third-party provider.

By using Fabrica, you agree that:

User Disputes: You bear sole responsibility for resolving any conflicts that may arise from transactions, including real property and loan agreements, with other users on the platform. Fabrica disclaims any liability for user actions, inactions, or disputes.
Third-Party Platforms and Services: Fabrica integrates third-party smart contracts to execute tokenization and transaction functions, as well as third-party data services for property valuations, Provenance Score assessments, and other informational features. Any disputes, inaccuracies, or issues arising from the use of these external smart contracts or data services—including errors, delays, or failures—are between you and the third-party provider and are not the responsibility of Fabrica.
No Obligation to Monitor: Fabrica has no obligation to monitor, intervene, or assist in disputes related to user interactions or third-party platform functionality. Fabrica disclaims all liability for issues arising from third-party services, smart contract code, or data accuracy, and encourages users to review and understand the terms of third-party platforms and data sources before engaging in any transaction or making decisions based on informational features.

By using Fabrica, you acknowledge that interactions involving third-party smart contracts and informational services may involve unique risks, and you agree that Fabrica is not liable for any outcomes, losses, or conflicts that arise from these interactions.

Prohibited Activities and Platform Integrity

Fabrica upholds platform integrity and has outlined specific prohibited activities.

You agree not to engage in any prohibited activities on Fabrica, including:

Misuse of the Service: Engaging in fraudulent, misleading, or illegal activities.
Tampering with Platform Integrity: Attempting to hack, circumvent security measures, or overload the system.
Impersonation or Identity Fraud: Misrepresenting your identity or affiliation.
Data Scraping and Automated Access: Accessing the Site in ways not authorized by Fabrica, including the use of bots, scrapers, or automated systems.

Violating these rules may result in suspension or termination of your account, and Fabrica reserves the right to take any action necessary to protect the platform.

Assumption of Risk Specific to Blockchain, Stablecoins, and Lending

Engaging in buying, selling, lending, borrowing, and other transactions using blockchain technology involves inherent risks, including the potential volatility of digital assets and uncertainties in the regulatory environment. Fabrica does not guarantee asset stability, transaction outcomes, or borrower or lender rights in case of loan default.

By using Fabrica to participate in lending, borrowing, or other blockchain-based transactions, you acknowledge and assume the following risks:

Risk of Asset Loss Due to Loan Default: If you are a borrower and fail to repay a loan on the platform, you may lose ownership of the tokenized property associated with the loan. Defaulting on a loan could result in the forfeiture of your entire asset value, as the lender may take ownership of the property interest to satisfy the debt. Fabrica is not responsible for enforcing or mediating loan terms, and you are solely responsible for understanding the risks and terms of any loan agreement.
Blockchain and Cryptographic Risks: Blockchain systems and smart contracts are subject to technological limitations and potential vulnerabilities. Transaction costs on these networks can fluctuate, impacting the feasibility or completion of transactions. You accept that Fabrica does not control these costs or blockchain stability and is not liable for issues arising from these factors.
Volatility of Digital Assets: Blockchain-based assets, including tokenized real property interests, may experience significant price volatility. Fabrica does not control the value of these assets and does not guarantee the preservation of asset value over time.
Stablecoin Regulatory Uncertainty: While stablecoins aim to provide price stability, the regulatory environment around stablecoins remains uncertain. Changes in regulations may impact stablecoin availability, value, or usability, affecting your ability to repay or secure loans on the platform. Fabrica makes no representations about stablecoin stability or regulatory protections and disclaims liability for any impacts due to regulatory changes.
No Assurance of Repayment or Asset Liquidity: Lending transactions are inherently risky, and Fabrica is not responsible for enforcing loan terms or ensuring repayment. Users are solely responsible for understanding the risks involved in peer-to-peer and peer-to-pool lending, including potential illiquidity of tokenized real property assets.

By engaging in these activities on Fabrica, you accept full responsibility for these risks, including the potential loss of property or capital if loan obligations are unmet. You agree that Fabrica bears no liability for losses related to lending, borrowing, blockchain transactions, or stablecoin regulatory shifts.

Advertising Content

Fabrica is not responsible for third-party advertisements or content on the platform.

The Site may present advertisements for or links to third-party websites, products, and/or services ("Third-Party Ads"). We are not responsible for the availability of these Third-Party Ads, or the images, messages, or other materials contained therein. Neither Fabrica nor any of its affiliates will be liable for any errors in content or omissions in any Third-Party Ads, nor responsible for any losses or damages of any sort incurred as a result of your participation with, use of, or reliance on the Third-Party Ads, including any goods, products, or services offered by such Third-Party Ads.

General Liability

You assume full responsibility for your use of Fabrica's services, and Fabrica limits its liability to the fullest extent permitted by law.

You acknowledge and agree that you assume full responsibility for your use of the Site and Services. You acknowledge and agree that any information you send or receive during your use of the Site and Services may not be secure and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the Site and Services is at your own risk. To the fullest extent permissible by applicable law, in no event shall Fabrica or its future parent or affiliated companies be liable to you for any personal injury, property damage, loss of or lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction or for any form of direct or indirect, special, incidental, consequential, exemplary or punitive damages based on any causes of action arising out of use of the Site or Services or any alleged failure of performance, error, omission, interruption, deletion, defect, or delay in service, operation, or transmission of the Site, or any alleged computer virus, communication line failure, theft or destruction of property, and/or unauthorized access to, alteration of, or use of or posting of any record, content, or technology, pertaining to or on the Content or Services. You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action. Regardless of the basis upon which liability is claimed and even if Fabrica or future parent or affiliated companies have been advised of the possibility of such loss or damage without limiting the generality of the foregoing, you also specifically acknowledge that Fabrica or future parent or affiliated companies are not liable for any actual or alleged defamatory, offensive, or illegal conduct of other users of the Site or any other third parties. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.

We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Site, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the Site.

Changes to Terms

Fabrica may update these Terms, and continued use of the Site signifies acceptance of the changes.

Fabrica may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be available at https://fabrica.land/terms-of-service, will govern our relationship with you. We will try to notify you of material revisions, for example via an email to the email associated with your account or via an in-product notification. By continuing to access or use the Site after those revisions become effective, you agree to be bound by the revised Terms.

If you have questions regarding these Terms, you may contact Fabrica's support team at questions@fabrica.land.