Governing all ArbFlux licenses: Legacy · Annual · Enterprise. Where a specific agreement conflicts with these Terms, the specific agreement controls.
| Term | Definition |
|---|---|
| ArbFlux / Licensor | ArbFlux Digital Solutions, a sole proprietorship operating under the brand ArbFlux, owned and operated by its principal. |
| Licensee | The individual, entity, or organization purchasing or subscribing to an ArbFlux license. |
| Licensed Assets | Tools, frameworks, templates, documentation, Claude Skill files, prompt libraries, and any other digital intellectual property delivered under an ArbFlux license. |
| Licensed Version | The specific build or release of a Licensed Asset at the time of delivery or download under a Legacy License. |
| Proprietary Framework | Any named scoring, classification, or decision system developed by ArbFlux, including: BCSE, SCI Classifier, Omega Calculator, ANIE scoring engine, and Diagnostic Engine scoring pillars. |
| White-Label Deployment | The use of Licensed Assets in products or services presented to end users under a brand name other than ArbFlux. |
| SaaS Embedding | Integration of Licensed Assets or derived functionality into a software product offered to end users on a subscription or usage-fee basis. |
| Derivative Work | Any product, tool, framework, or document that incorporates, adapts, or is substantially based on a Licensed Asset or Proprietary Framework. |
| License Type | Rights Granted | Rights NOT Granted |
|---|---|---|
| Legacy | Perpetual, non-exclusive, single-seat right to use Licensed Assets in commercial client work with attribution. | Updates, additional seats, white-label, SaaS embedding, sublicensing. |
| Annual — Starter | Non-exclusive, single-seat subscription right to current versions of Starter-tier assets in unlimited commercial client work. | White-label, SaaS embedding, sublicensing, seats beyond 1. |
| Annual — Professional | Non-exclusive, 3-seat subscription right to Professional-tier assets in unlimited commercial client work. | White-label, SaaS embedding, sublicensing, seats beyond 3. |
| Annual — Agency | Non-exclusive, 10-seat subscription right to all Agency-tier assets in unlimited commercial client work. | White-label, SaaS embedding, sublicensing, seats beyond 10. |
| Enterprise | Rights as defined in the executed Enterprise Agreement — may include white-label, SaaS embedding, sublicensing, custom build rights, and unlimited seats within defined org scope. | Any rights not explicitly enumerated in the executed Enterprise Agreement. |
| Item | Owner | Notes |
|---|---|---|
| All Proprietary Frameworks (BCSE, SCI, Omega, ANIE) | ArbFlux Digital Solutions | Ownership does not transfer with any license type. |
| All tool source code, plugin code, template files | ArbFlux Digital Solutions | Licenses grant use rights only — not ownership. |
| Deliverables produced by Licensee using Licensed Assets | Licensee | Licensee owns their output, not the underlying tools or frameworks used to produce it. |
| Custom builds commissioned under Enterprise License | Negotiated in Enterprise Agreement | Default: ArbFlux retains ownership; grants Licensee perpetual license to the specific build. |
| Derivative Works created by Licensee | Joint — requires written agreement | Licensee may not commercialize derivatives of Proprietary Frameworks without written ArbFlux authorization. |
All licensed tiers except Enterprise (with Attribution Removal Addendum) require the following attribution on deliverables produced using ArbFlux Licensed Assets:
| Deliverable Type | Required Attribution | Placement |
|---|---|---|
| Client audit or diagnostic report | “Diagnostic infrastructure powered by ArbFlux Digital Solutions” | Footer of report or credits page |
| Published content (Copywriter Engine) | “Created with ArbFlux Copywriter Engine” | Author bio, article footer, or credits |
| WordPress plugin delivered to clients | “Built on ArbFlux Plugin Framework” | Plugin readme.txt and About section |
| Digital strategy document using BCSE/Omega | “Scored using ArbFlux Omega Intelligence Framework” | Document footer or methodology section |
| # | Prohibited Action | Applies To | Exception |
|---|---|---|---|
| 5.1 | Redistributing, reselling, or transferring Licensed Assets to any third party | All license types | Enterprise sublicensing addendum only |
| 5.2 | Presenting ArbFlux Proprietary Frameworks as your own original IP | All license types | None — ownership cannot be misrepresented under any license |
| 5.3 | Embedding Licensed Assets in a commercially sold software or SaaS platform | Legacy, Annual | Enterprise License with SaaS Embedding Rights |
| 5.4 | Deploying tools under a brand name other than ArbFlux without written authorization | Legacy, Annual | Enterprise License with White-Label Addendum |
| 5.5 | Sharing login credentials beyond the licensed seat count | All license types | None |
| 5.6 | Reverse engineering or decompiling source code beyond what is delivered | All license types | None |
| 5.7 | Using Licensed Assets in products competing directly with ArbFlux offerings | All license types | Requires written authorization and separate competitive use agreement |
| 5.8 | Using Licensed Assets to train or fine-tune AI models | All license types | Enterprise AI Training Addendum only |
| Provision | Terms |
|---|---|
| Legacy License Term | Perpetual — does not expire unless terminated for cause. |
| Annual License Term | 12 months from purchase date — auto-renews unless cancelled 7+ days before renewal. |
| Enterprise License Term | As specified in executed Enterprise Agreement — 12-month minimum. |
| Termination For Cause | ArbFlux may terminate any license immediately upon written notice if Licensee materially breaches these Terms and fails to cure within 30 days of notice. |
| Termination Without Cause (Annual/Enterprise) | 30 days written notice — prorated refund issued for unused paid period. |
| Cancellation by Licensee (Annual) | Access continues through end of paid period — no prorated refund after 14-day review window. |
| Effects of Termination | All rights to use Licensed Assets cease. Licensee must destroy all copies not included in completed client deliverables already delivered. |
| Survival | §§ 3, 5, 7, 8, and 9 survive termination of any license. |
| Provision | Terms |
|---|---|
| Warranty Disclaimer | Licensed Assets are provided “AS IS” without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. |
| No Consequential Damages | ArbFlux shall not be liable for any indirect, incidental, special, exemplary, or consequential damages arising from use of Licensed Assets. |
| Liability Cap | ArbFlux’s total aggregate liability shall not exceed fees paid by Licensee to ArbFlux in the 12 months preceding the claim. |
| AI Output Disclaimer | ArbFlux tools incorporating AI components produce outputs that require human review before use in client deliverables. ArbFlux makes no guarantee of accuracy of AI-generated outputs. |
| Grant & Incentive Disclaimer | ArbFlux tools providing grant eligibility analysis are informational only and do not constitute legal or financial advice. Licensee is responsible for verifying all grant eligibility independently. |
| Provision | Terms |
|---|---|
| Governing Law | State of Georgia, United States, without regard to conflict-of-law principles. |
| Informal Resolution | Parties agree to attempt informal resolution via written notice. Responding party has 30 days to propose resolution. |
| Binding Arbitration | Unresolved disputes submitted to binding arbitration under American Arbitration Association Commercial Arbitration Rules. |
| Arbitration Venue | Bibb County, Georgia, United States. |
| Class Action Waiver | Licensee waives right to participate in class action litigation or class-wide arbitration related to these Terms. |
| Exception — Injunctive Relief | Either party may seek emergency injunctive relief in court for IP infringement or confidentiality breach without first pursuing arbitration. |
| Provision | Detail |
|---|---|
| Entire Agreement | These Terms and any applicable specific license agreement constitute the entire agreement regarding the subject matter herein. |
| Amendments | ArbFlux may update these Terms with 30 days written notice to active subscribers. Continued use after the effective date constitutes acceptance. |
| Severability | If any provision is found unenforceable, the remaining provisions continue in full force. |
| Assignment | Licensee may not assign or transfer any license without prior written consent from ArbFlux. |
| Notices | All legal notices must be delivered in writing by email to legal@arbflux.com. |
| Force Majeure | Neither party shall be liable for delays resulting from circumstances beyond their reasonable control. |
| AI Training Addendum | Use of Licensed Assets to train AI models requires a separately executed AI Training Addendum — contact enterprise@arbflux.com. |
Changes to these Terms are communicated to active subscribers with 30 days advance notice. Email us to request a printed copy.
We respond to license questions within 3 business days. No legal jargon in our replies — just straight answers.
Email Legal Team →These terms are provided for informational purposes. ArbFlux is not a law firm and does not provide legal advice. Consult a licensed attorney in your jurisdiction for legal guidance specific to your use case. This document is an AI-assisted draft reviewed by ArbFlux — not a substitute for professional legal review.