Last Updated: January 1, 2026
These Fabric Online Terms and Conditions (the "Terms") are entered into between Commerce Fabric, Inc. ("Fabric") and the entity that has executed an Order Form that references and incorporates these Terms by reference ("Customer"), and governs Customer's access to and use of the Services described on such Order Form. These Terms and the Order, and any exhibits, schedules and addenda thereto, constitute the complete understanding between the parties on the subject matter herein ("Agreement") and is effective on the earlier of: (a) the date that the Order Form is fully executed by the parties, or (b) Customer's initial access to and use of the Services ("Effective Date"). By entering into an Order Form and/or otherwise accessing or using the Services, Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. If Customer does not accept these Terms, Customer is not authorized to access or use the Services.
Fabric reserves the right to modify these Terms at any time. Updates will be communicated via email or website, with the "Last Updated" date revised accordingly. Material changes require written notice and typically become effective within thirty days, unless Customer accepts updated Terms earlier through a specified mechanism.
During the Term, Fabric grants Customer a "limited, non-exclusive, non-transferrable, revocable, non-sublicensable right to access and use the Services." Fabric will provide Services, support, and maintenance according to service levels at https://fabric.inc/service-level-agreement. Fabric may make necessary or desirable changes to Services with written notice if changes materially alter Service operation.
Fabric leverages AI tools and third-party large language models to generate insights and content ("Output") based on Customer inputs ("Inputs"). Both Inputs and Outputs are considered "Customer Content." Inputs may be provided to third-party services to access AI Features. Similar Outputs may be generated for other customers based on their inputs.
"CUSTOMER AND NOT FABRIC, SHALL BE SOLELY RESPONSIBLE FOR ITS AND ITS USERS' USE OF THESE FUNCTIONS, INCLUDING ANY REVIEW OR USE OF THE RESULTS." Customer acknowledges that conduct based on AI Feature information occurs "at Customer's own risk." Fabric is not liable for inaccurate information and makes no guarantees regarding specific improvements in search visibility, product performance, or commercial outcomes.
Fabric may offer Beta Services at Customer's option. Beta Services are not supported by standard maintenance and service levels, though all restrictions regarding Customer Content and obligations concerning Services apply. Fabric may discontinue Beta Services with thirty days' notice and has no liability for Beta Service harm. Beta Services are provided free of charge. Elements designated as Beta in Order Forms receive full use and enjoyment without fees.
Customer will:
Users must abide by Agreement terms; User breaches are deemed Customer breaches.
Customer is solely responsible for Inputs, Outputs, and their use. Customer must review Output prior to use and exercise business and legal judgment regarding suitability. Customer shall not use Inputs or Output that:
Fabric may suspend or terminate access for non-compliance. Customer remains solely responsible for content legality, accuracy, and completeness of Outputs.
Unless expressly permitted, Customer will not knowingly and intentionally:
Intentional violations or breaches threatening Services security, integrity, or availability may result in suspension. Fabric will use reasonable efforts to provide remediation opportunity before suspension.
Services may feature interoperability with Non-Fabric Applications. Customer may need to obtain access and grant Fabric access to its Non-Fabric Application accounts. Customer represents and warrants that it is entitled to disclose login information and grant such access, is in good standing with Non-Fabric Applications, and acknowledges Fabric may access Customer Content through these applications per Agreement.
Fabric does not guarantee continued Non-Fabric Application feature availability and may discontinue them without refund, credit, or compensation if the provider discontinues interoperation or if Fabric discovers unlawful or rights-violating activity. Fabric may discontinue Non-Fabric Application access at its discretion.
Customer will pay all fees in applicable Order Forms. Except as provided in Order Forms, "Fees are non-refundable, non-cancellable, and not subject to set-off." Fabric invoices following Order Form effective date. Unless stated otherwise, Customer pays within thirty days of invoice. Customer must provide complete, accurate billing information and notify Fabric of changes.
If Fees remain unpaid by due date (excluding disputed charges), Fabric may:
Service suspension does not release payment obligations.
Order Form Fees exclude taxes, levies, duties, and similar governmental assessments ("Taxes"). Customer is responsible for all associated Taxes except those on Fabric's net income.
Subject to limited expressly granted rights, Fabric retains "all of their right, title, and interest in and to the Services, including without limitation, the Platform and underlying infrastructure" and all modifications, derivative works, and related intellectual property. No rights beyond those expressly stated are granted.
Customer owns all right, title, and interest in Customer Content and other Confidential Information. Customer grants Fabric a "worldwide, revocable, non-transferrable, limited-term license during the Term to host, copy, transmit, and display Customer Content" as necessary for Service provision and creating Derived Data (without Customer Personal Data). Fabric acquires no ownership of Customer Content or Non-Fabric Applications; Customer and licensors retain all rights.
Customer grants Fabric a "worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable, sub-licensable license to use and commercially exploit any suggestion, enhancement request, recommendation, correction, or other feedback" without restriction or obligation.
"Confidential Information" means: (i) business or technical information including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development, or know-how; or (ii) information designated "confidential" or "proprietary" or reasonably deemed confidential under circumstances.
Confidential Information excludes information that: (i) becomes publicly available other than through wrongful disclosure; (ii) becomes available non-confidentially from a third party with legal right to disclose; or (iii) is independently developed without using Confidential Information.
Each party will not use the other's Confidential Information except for Agreement performance. Parties will protect Confidential Information to the same extent as their own similar information using reasonable safeguards. Disclosure is limited to employees, personnel, agents, or contractors with need-to-know, bound by confidentiality obligations at least as restrictive as the Agreement.
Parties may disclose Confidential Information when compelled by law, provided prior notice is given (to legally permissible extent) and reasonable assistance is offered at the disclosing party's request and cost.
Upon Agreement termination or written request, the receiving party will promptly return or destroy all Confidential Information.
Fabric maintains "commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Content and any other Customer Confidential Information."
Any Customer Personal Data subject to Applicable Data Protection Laws will be processed per the Data Processing Addendum at https://fabric.inc/data-processing-addendum. Personal Data subject to Applicable Data Protection Laws is governed by the DPA and is not Confidential Information.
Each party represents that it: (a) has validly entered into this Agreement with legal power to do so, and (b) will comply with all applicable laws, regulations, and rules in satisfying Agreement obligations including privacy and data security laws.
Fabric warrants that during the Term: (a) Services "will perform materially in accordance with the Agreement"; (b) Fabric will not materially decrease Services security; and (c) Fabric will not materially decrease Services functionality or quality.
As exclusive remedy for warranty breach, (y) Fabric shall correct non-conforming Services at no charge, or (z) if unable to correct within commercially reasonable timeframe, Customer may terminate the applicable Order Form and receive pro-rata refund of pre-paid fees for defective Services from notice date. Customer must report deficiencies in writing within thirty days of identification. The warranty applies only if Services are used per Documentation, Agreement, and applicable law.
"EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FABRIC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR OTHERWISE."
Fabric does not warrant error-free or uninterrupted Services, makes no warranty regarding interoperating Non-Fabric Applications, and provides Beta Services "AS IS," exclusive of any warranty. Limited warranties provided are "the sole and exclusive warranties provided to Customer in connection with this Agreement."
Fabric will defend Customer and Affiliates against third-party claims that Customer's Services use per Agreement infringes or misappropriates intellectual property rights, and will indemnify and hold harmless Customer from damages, losses, liabilities, settlements, penalties, fines, and attorney fees finally awarded, provided that Customer: (a) promptly gives written notice; (b) gives Fabric sole control of defense and settlement (Fabric cannot settle without unconditionally releasing Customer); and (c) provides reasonable assistance at Fabric's expense.
If Fabric receives infringement information, it may at no cost: (x) modify Services to eliminate claimed infringement; (y) obtain a license for continued use; or (z) terminate subscriptions with thirty days' notice and refund prepaid Fees for the remainder of the Term.
Defense and indemnification obligations do not apply to the extent claims arise from Non-Fabric Applications or Customer's Agreement breach.
Customer will defend Fabric and Affiliates against third-party claims that Customer Content infringes or misappropriates intellectual property rights or violates Applicable Data Protection Laws or other applicable laws, or arising from Customer's Services use in breach of Agreement or applicable law, and will indemnify Fabric from damages and attorney fees finally awarded or settlement amounts approved in writing by Customer, provided Fabric: (a) promptly gives written notice; (b) gives Customer sole control of defense and settlement (Customer cannot settle without unconditionally releasing Fabric); and (c) provides reasonable assistance at Customer's expense.
Fabric has no liability for Customer claims to the extent relating to: (a) Service modification by non-Fabric parties; (b) Services use with other products, services, or devices; or (c) Services use not per Documentation or Agreement. Indemnification obligations state the indemnifying party's sole liability and the indemnified party's exclusive remedy.
"TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE."
This cap applies whether action is in contract or tort and regardless of liability theory. Neither party excludes or limits liability for: (A) indemnification obligations per Section 10; (B) damages from gross negligence, willful misconduct, or fraud; (C) damages from confidentiality breach per Section 7; or (D) Customer payment obligations.
"TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ANY CLAIMS ARISING DUE TO EITHER PARTY'S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES," regardless of action type or liability theory, even if a party was advised of such damage possibilities or its remedy fails of essential purpose.
The Agreement commences on the Effective Date and continues until the term expiration (including renewal terms) in the applicable Order Form.
Either party may terminate upon thirty days' written notice if: (a) the other party materially breaches the Agreement and fails to cure within the notice period, or (b) the other party becomes subject to bankruptcy or similar insolvency proceedings.
Upon Agreement termination per this Section, Fabric will refund Customer any pre-paid but unearned Fees as of termination, or Customer will pay all Fees due through termination effective date.
Upon Customer request within ninety days after termination or expiration, Fabric will make Customer Content available for export or download. After this ninety-day period, Fabric has no obligation to maintain Customer Content and will "delete or destroy all copies of Customer Content in its systems or otherwise in its possession or control, unless legally prohibited."
All provisions which should survive Agreement termination will survive, including Sections 3.3, 5, 6, 7, 9.3, 10, 11, 12.3, 12.4, 12.5, and 13.
Services and Fabric technology may be subject to U.S. and other export laws and regulations. Parties will comply with all applicable international, federal, state, provincial, and local import/export laws including U.S. Export Administration Regulations and International Traffic in Arms Regulations, and OFAC sanctions regulations. Customer will not cause Fabric to violate Trade Laws and will not permit User access in ways violating U.S. or international embargoes or export control laws.
Neither party has received or been offered illegal or improper bribes, kickbacks, payments, gifts, or things of value from the other party's employees or agents regarding the Agreement. Reasonable gifts and entertainment in ordinary business course do not violate this restriction.
"This Agreement is the entire agreement between Fabric and Customer regarding Customer's use of Services and supersedes all prior and contemporaneous agreements, proposals or representations."
Fabric reserves the right to update referenced documents to reflect Services changes, provided amendments do not materially degrade Service levels. Conflict resolution order: (a) applicable Order Form including change orders; (b) referenced exhibits, schedules, or addenda; (c) Agreement body.
Customer grants Fabric the express right to use Customer's company logo and/or name in press releases, newsletters, investor and business presentations, case studies, and website to identify Customer as a Fabric customer. Customer may revoke this right at any time for any reason. Neither party uses the other's name or logos without prior written permission.
Parties are independent contractors. The Agreement creates no partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party has authority to contractually bind or incur debt or liability for the other without prior written consent.
Except otherwise specified, written notices are effective upon: (a) personal delivery; (b) second business day after recorded mail; or (c) email sending day (except termination or indemnifiable claim notices). Notices to Fabric address: General Accounts Team – Fabric, 455 Market St Ste 1940, PMB 66768, San Francisco, CA 94105 USA, with copy to legal@fabric.inc, or as updated by Fabric. Billing notices address Customer per Order Form.
No failure or delay in exercising Agreement rights constitutes a waiver. If any provision is held contrary to law or unenforceable, it becomes null and void; remaining provisions remain effective.
Neither party may assign rights or obligations without the other's prior written consent (not unreasonably withheld). Either party may assign to Affiliates or in connection with mergers, acquisitions, corporate reorganizations, or sale of substantially all assets without consent. The Agreement binds and benefits the parties, successors, and permitted assigns.
"This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods." State and federal California courts have exclusive dispute jurisdiction, with each party consenting to such jurisdiction.
The Agreement may be executed electronically, by facsimile, and in counterparts. Each counterpart is an original; together they constitute one instrument.
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