Terms of Service

1. Definitions

Capitalized terms used in these Terms have the meanings set out below, or as defined in context within these Terms.

“Account” means the account that you create, or that is created on your behalf, to access and use the Service.

“Authorized User” means an individual (including you) who has been granted access to the Service under your Account, whether as an employee, consultant, or contractor of the Account holder.

“Beta Features” means any feature, functionality, or component of the Service that Fabric identifies as beta, alpha, preview, early access, experimental, pilot, evaluation, or similar.

“Customer Code” means the source code, software, scripts, configurations, documentation, infrastructure-as-code, test suites, logs, and other proprietary or confidential code-related materials that you, or an Authorized User on your behalf, submit, connect, or make accessible to the Service.

“Deployment Tier” means the specific deployment configuration under which Fabric provides the Service to you, as further described in Section 9, including the Global SaaS tier, the Customer-Controlled Cloud tier, and the On-Premises tier.

“Documentation” means the then-current user manuals, technical documentation, guides, and administrator resources that Fabric makes available at https://farpointhq.github.io/Fabric-docs or through the Service.

“Enterprise Agreement” means a separately signed Enterprise Terms of Service, Master Services Agreement, Order Form, or similar written agreement between you (or the entity you represent) and Fabric that governs your use of the Service.

“Fees” means the fees payable to Fabric for your subscription to the Service, as set out at codewithfabric.com/pricing or as otherwise agreed in writing.

“Feedback” means any suggestion, comment, recommendation, idea, report, or similar input that you or an Authorized User provides to Fabric regarding the Service, its performance, or its possible future features or functionality. Feedback expressly excludes Customer Code, Inputs, and Outputs.

“High Risk Activities” means activities in which the use, failure, or malfunction of the Service could lead to death, personal injury, or severe environmental or property damage, as further described in Section 8.

“Inputs” means the prompts, natural-language instructions, questions, commands, task descriptions, uploaded files, selections, and other information that you or an Authorized User submits to the Service as part of a request for an Output. Inputs include any Customer Code that you explicitly provide as context for a specific request.

“Laws” means all applicable statutes, regulations, rules, orders, judgments, ordinances, and other binding legal requirements of any governmental authority having jurisdiction over the parties or the Service.

“Outputs” means the code suggestions, generated source code, test cases, refactorings, explanations, documentation, task plans, agent actions, and other responses that the Service generates based on your Inputs, Customer Code, or other instructions.

“Service” means the Fabric software platform made available at codewithfabric.com, including any associated websites, applications, APIs, command-line interfaces, IDE extensions, model inference endpoints, and related documentation. The Service includes all updates, patches, releases, and modifications that Fabric makes available to you during your subscription.

“TDDMoM”means Fabric’s proprietary test-driven development via mixture-of-models methodology, which is the subject of United States Provisional Patent Application No. 63/941,697, filed on 15 December 2025, and in which Fabric reserves all rights.

“Usage Data” means anonymized and aggregated metadata, telemetry, performance metrics, error logs, latency measurements, feature usage counts, and similar technical information that the Service collects about its own operation. Usage Data expressly excludes Customer Code, Inputs, Outputs, and any content that identifies an individual Authorized User.

2. Eligibility and Accounts

2.1 Eligibility

You may use the Service only if you are at least the age of majority in your jurisdiction of residence (which is 19 years of age in British Columbia) or, if you are accessing the Service on behalf of an entity, you must have the legal authority to bind that entity to these Terms. By accepting these Terms, you represent and warrant that these eligibility conditions are satisfied.

2.2 Account registration

To access the Service, you must create an Account and provide accurate, complete, and current information, including a valid email address. You agree to maintain the accuracy of your Account information and to update it promptly if it changes.

2.3 Account security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account, whether or not authorized by you. You must notify Fabric promptly at [email protected] if you become aware of any unauthorized access to or use of your Account.

2.4 Authorized Users

If your Account permits multiple Authorized Users (for example, under a team plan), you are responsible for (a) ensuring that each Authorized User complies with these Terms, and (b) any act or omission of an Authorized User that would constitute a breach of these Terms if committed by you directly. Each Authorized User must have their own individual login credentials, which may not be shared.

2.5 Entity representation

If you are accepting these Terms on behalf of a company, organization, government body, or other legal entity, you represent and warrant that (a) you have the full legal authority to bind that entity to these Terms, (b) you have read and understood these Terms, and (c) you agree, on behalf of that entity, to be bound by these Terms. All references to “you” and “your” in these Terms then refer to that entity.

3. Access to the Service

3.1 Licence grant

Subject to your compliance with these Terms and to your payment of applicable Fees, Fabric grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right during your subscription term to access and use the Service and the Documentation solely for your own internal business purposes or personal development purposes, and solely by you and your Authorized Users. Fabric reserves all rights not expressly granted in these Terms.

3.2 No resale or service bureau

You may not make the Service available to any third party as a standalone service, on a service-bureau basis, as part of a software-as-a-service offering of your own, or as a substitute for Fabric’s own commercial offerings. You may, however, incorporate Outputs into your own software products and services, subject to the terms of these Terms and to your ownership of Outputs as set out in Section 4.

3.3 Beta Features

From time to time, Fabric may make Beta Features available to you. Beta Features are provided on an “as-is” and “as-available” basis, without warranty of any kind. Fabric may modify, suspend, or discontinue any Beta Feature at any time, with or without notice, and Fabric has no obligation to make any Beta Feature generally available. Fabric’s liability arising out of or related to any Beta Feature is limited as set out in Section 17.

3.4 Third-party integrations

The Service may permit you to connect to or integrate with third-party products, services, models, data sources, or platforms (each, a “Third-Party Integration”). Third-Party Integrations are not part of the Service, and your use of them is governed by the terms of the relevant third-party provider. Fabric is not responsible for the availability, performance, security, or terms of any Third-Party Integration, and Fabric does not warrant any Third-Party Integration.

3.5 Modifications to the Service

Fabric may modify, improve, update, or change the Service from time to time, including by adding or removing features, adjusting performance characteristics, or altering the user interface. Fabric will use commercially reasonable efforts to avoid material degradation of the Service’s functionality. Fabric may discontinue any portion of the Service upon reasonable prior notice, except where immediate discontinuation is necessary to address a security, legal, or regulatory risk.

4. Customer Code, Inputs, and Outputs

4.1 Ownership of Customer Code

As between you and Fabric, you retain all right, title, and interest (including all intellectual property rights) in and to your Customer Code. Fabric does not claim, and shall not be deemed to have acquired, any ownership interest in your Customer Code.

4.2 Ownership of Inputs

As between you and Fabric, you retain all right, title, and interest (including all intellectual property rights) in and to your Inputs. Fabric does not claim, and shall not be deemed to have acquired, any ownership interest in your Inputs.

4.3 Ownership of Outputs

As between you and Fabric, you own all right, title, and interest (including all intellectual property rights) in and to the Outputs that the Service generates in response to your Inputs or Customer Code, to the fullest extent permitted by Law. To the extent that Fabric is deemed to hold any ownership interest in any Output, Fabric hereby assigns all such right, title, and interest to you, subject to your compliance with these Terms.

4.4 Your licence to Fabric

You grant Fabric a non-exclusive, worldwide, royalty-free, fully paid-up licence during the term of your subscription to host, store, transmit, display, reproduce, and process your Customer Code, Inputs, and Outputs solely to the extent that Fabric actually receives such data in the course of providing the Service to you, and solely to the extent necessary for Fabric to provide the Service. Because Fabric is primarily delivered as a desktop application in which Customer Code, Inputs, and Outputs are stored on the Authorized User’s local device, Fabric does not receive a licence to any data that is not transmitted to Fabric. This licence terminates automatically upon termination of your Account, except to the extent that Fabric is required by Law to retain specific records.

4.5 Your representations regarding Inputs and Customer Code

You represent and warrant that (a) you own, or have obtained all necessary rights, consents, licences, and permissions for, your Customer Code and Inputs, and (b) your Customer Code and Inputs, and your use of the Service in connection with them, do not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, publicity rights, or other rights, nor violate any applicable Law.

4.6 Similarity across customers

You acknowledge that, given the nature of machine-learning systems, Outputs generated for you may be similar to or the same as Outputs generated for other customers under similar Inputs, and that your ownership rights under Section 4.3 do not entitle you to any ownership interest in Outputs that the Service generates for other customers.

4.7 Responsibility for use of Outputs

You are solely responsible for evaluating the suitability, accuracy, and legality of Outputs before relying on them in any production system, shipping them to end users, or incorporating them into work product for third parties. Outputs are generated by machine-learning systems and, despite Fabric’s TDDMoM filtering and test-gating, may contain errors, defects, or security vulnerabilities. Where material consequences could follow from use of an Output, you must independently review, test, and validate the Output before use.

5. Model Training and Usage Data

5.1 No training on Customer Code, Inputs, or Outputs

Fabric will not use your Customer Code, Inputs, or Outputs to train, fine-tune, develop, improve, or evaluate any machine-learning model, generative or otherwise. This restriction is a contractual prohibition, not a privacy setting, and applies to all Deployment Tiers by default. Fabric will not permit any third-party model provider or subprocessor to use your Customer Code, Inputs, or Outputs for training or model development, and Fabric flows this restriction down to each such third party under its contracts.

5.2 Optional tenant-specific fine-tuning

You may, at your option and with your express written consent (provided through a separate signed order or in-product opt-in), authorize Fabric to use a defined subset of your Customer Code, Inputs, or Outputs to fine-tune a model exclusively for your use (a “Tenant Model”). Tenant Models are accessible only to your Account, are not pooled with any other customer’s data, and are deleted on your request or on termination of your subscription. Tenant Models are a paid optional feature and are not enabled by default.

5.3 Usage Data

Fabric may collect and process Usage Data to operate, monitor, secure, debug, and improve the Service. Fabric owns all right, title, and interest in and to Usage Data. Fabric collects Usage Data using PostHog, Inc. as a subprocessor (PostHog Cloud, default hosted in the United States). Usage Data collection is opt-in and is controlled by Authorized Users through the Fabric application settings (Fabric → Settings). All Usage Data collected via PostHog is redacted at the source to remove Customer Code, Inputs, Outputs, file paths, and any content that could identify a specific Authorized User or organization. Fabric may disclose Usage Data externally only in aggregated, de-identified form, and only in a manner that does not identify you, your Authorized Users, your organization, or your Customer Code. Usage Data expressly excludes Customer Code, Inputs, Outputs, and any content identifying a specific Authorized User.

5.4 Abuse monitoring and security review

Fabric may review an Input or Output if (a) Fabric has reasonable grounds to believe it violates Section 6, (b) Fabric is required to do so by Law, or (c) doing so is necessary to investigate a suspected security incident or a material risk of harm. Such review applies only to Inputs and Outputs that Fabric actually receives (e.g., when an Authorized User has chosen to use a Fabric-hosted inference endpoint). Each such review must be authorized in writing by Fabric’s Chief Security Officer or equivalent senior officer, is limited to the specific Input or Output in question, is conducted by personnel subject to confidentiality obligations, and is logged for audit for a minimum of twelve (12) months.

6. Use Restrictions and Acceptable Use

You agree that you will not, and will not permit any Authorized User or third party to, engage in any of the following with respect to the Service:

6.1 Prohibited technical activities

1. reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, object code, architecture, model weights, system prompts, or underlying implementation of the Service, except to the extent that such activity is expressly permitted by applicable Law notwithstanding this restriction;
2. copy, reproduce, modify, translate, adapt, or create derivative works of the Service, the Documentation, or any component of either, other than Outputs generated in the course of permitted use;
3. rent, lease, lend, sell, sublicence, assign, distribute, or transfer the Service, or make the Service available to any third party, on a service-bureau, time-sharing, or hosted basis;
4. remove, obscure, or alter any proprietary notice, copyright notice, trademark, or attribution appearing in or on the Service or the Documentation;
5. use the Service, Outputs, or any derivative thereof to train, fine-tune, evaluate, benchmark against, or otherwise develop any competing artificial intelligence model or competing software engineering product;
6. attempt to extract, replicate, or clone any model, model weights, system prompt, or trade-secret component of the Service through prompt injection, model extraction, inference attack, or any other means;
7. probe, scan, penetration-test, or attempt to compromise the security of the Service, or test the vulnerability of the Service, without Fabric’s prior written authorization (security researchers may contact [email protected] to request authorization);
8. publish, share, or otherwise disclose the results of any benchmark, performance test, or comparative evaluation of the Service, except (i) internally within your own organization, or (ii) with Fabric’s prior written consent;
9. harvest, scrape, crawl, or automatically extract data from the Service other than through officially supported APIs;
10. use the Service to develop, train, or refine any machine-learning model that has commercial applications in software engineering assistance, code generation, agentic software development, or any adjacent category.

6.2 Prohibited content and conduct

You may not use the Service, or cause or permit the Service to be used, to:

1. violate any applicable Law, including data protection, export control, sanctions, securities, employment, consumer protection, tax, or criminal Laws;
2. infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, confidentiality, or contractual rights;
3. generate, distribute, or facilitate the creation of malware, ransomware, spyware, viruses, worms, rootkits, keyloggers, or other malicious code, except in the context of bona fide defensive security research by a security professional who has obtained any necessary authorizations;
4. generate code or systems designed to enable unauthorized access to, interception of, or interference with any computer system, network, or data;
5. generate content that is unlawfully harassing, defamatory, threatening, hateful, or designed to incite violence against any person or group;
6. generate, facilitate, or enable the creation of child sexual abuse material, non-consensual intimate imagery, or content that sexually exploits any minor;
7. generate or distribute disinformation designed to interfere with elections, public health responses, or other matters of public importance;
8. impersonate another person or entity in a manner intended to deceive, or misrepresent your affiliation with any person or entity;
9. engage in any activity that violates any sanctions regime administered by the Government of Canada (including under the Special Economic Measures Act), the United States Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, or any other applicable sanctions authority;
10. support or facilitate any High Risk Activity, as defined in Section 8, without a separate written addendum signed by an officer of Fabric.

6.3 Regulated data — conditions of use

The Service is designed to handle source code and related materials from regulated sectors, including finance, healthcare, defence, and government. You may submit Customer Code and Inputs that originate from, or relate to, regulated-sector systems. However, the following rules apply:

1. You may not submit, as part of your Inputs or Customer Code, live production data that constitutes personal health information regulated by the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA), cardholder data regulated by the Payment Card Industry Data Security Standard (PCI-DSS), personal banking information regulated by the United States Gramm-Leach-Bliley Act (GLBA), or similar regulated data categories, unless you are using a Deployment Tier that supports such data and you have entered into a separate written addendum with Fabric (such as a Business Associate Agreement) that addresses that category of data;
2. You may submit code, test fixtures, synthetic data, mock data, and schemas that relate to regulated-sector systems, provided that these do not contain live regulated payloads;
3. You may not submit any information controlled under the United States International Traffic in Arms Regulations (ITAR), the Canadian Controlled Goods Program, or any other national-security export-control regime, unless a separate written addendum expressly permits such use and specifies the applicable clearances and controls.

6.4 Notification of unauthorized use

You will notify Fabric promptly at [email protected] if you become aware of any unauthorized use of the Service under your Account or any suspected breach of this Section 6, and will cooperate reasonably with Fabric’s investigation.

7. Agent Execution and Autonomous Actions

7.1 Agent action tiers

The Service includes agentic capabilities that can execute actions on your behalf. To manage risk, Fabric categorizes agent actions into three tiers, each with different default authorization requirements:

1. Tier 1 — Read-only actions: reading source code, querying indexes, executing safe static analysis, running tests in ephemeral sandboxes, and other actions that do not modify persistent state. Tier 1 actions execute without per-action approval by default.
2. Tier 2 — Sandboxed write actions: writing to isolated branches, modifying files in ephemeral workspaces, creating pull requests, and other actions that produce reversible changes in isolated environments. Tier 2 actions execute without per-action approval by default, but may be gated by Account-level configuration.
3. Tier 3 — Production write actions: executing shell commands with persistent effects, deploying code, modifying production systems, calling external APIs that cause side effects, committing to default branches, and other actions that produce non-reversible or production-impacting changes. Tier 3 actions require explicit Authorized User approval by default. This default may be modified only through a signed configuration, and you remain solely responsible for the consequences of any modification.

7.2 TDDMoM test-gating as a safety property

Fabric’s TDDMoM methodology generates and runs tests against Outputs before presenting those Outputs for your acceptance. This test-gating is a structural safety property of the Service and is not a substitute for your independent review, particularly for Tier 3 actions. You acknowledge that test-gating reduces, but does not eliminate, the risk of defective or incorrect Outputs.

7.3 Permissive execution modes

You may enable configuration modes that reduce the default authorization requirements for any tier, including modes that auto-approve Tier 3 actions. If you enable any such permissive mode, you acknowledge and agree that (a) you are assuming all risks associated with the automatic execution of actions without per-action human review, including risks of system outages, data loss, security vulnerabilities, unintended financial consequences, and regulatory non-compliance, and (b) you are solely responsible for ensuring that appropriate safeguards, monitoring, rollback capabilities, and testing are in place.

7.4 Your responsibility for agent actions

You are responsible for all actions taken by the Service acting on your behalf under your Account, including actions taken in permissive modes enabled by you, and including actions that produce consequences for third parties (such as customers, employees, or counterparties of your organization). Fabric’s liability for agent actions is subject to Section 17.

8. High Risk Activities and Export Controls

8.1 High Risk Activities

The Service is not designed, tested, or authorized for use in connection with any activity in which the failure or malfunction of the Service, or of any Output, could reasonably be expected to result in death, personal injury, or severe environmental or property damage. Such activities (“High Risk Activities”) include, without limitation:

1. the operation of life-support systems, implantable medical devices, emergency medical response systems, or clinical decision-support systems for acute care;
2. the control of emergency services, fire suppression, or other life-safety systems;
3. the design, operation, or maintenance of nuclear facilities, nuclear weapons systems, or nuclear-materials handling systems;
4. air traffic control, aircraft flight control, or aviation safety systems;
5. the guidance, targeting, or autonomous engagement decision-making of autonomous weapons systems;
6. the control of autonomous ground vehicles or autonomous vessels operating in environments where a failure could cause death or serious injury.

You will not use the Service for any High Risk Activity unless you have entered into a separate written addendum with Fabric, signed by a duly authorized officer of Fabric, that expressly authorizes such use and sets out any additional terms, assurances, warranties, and risk allocations applicable to that use.

8.2 Export controls

You will comply with all applicable Canadian and foreign export-control and sanctions laws in your use of the Service, including without limitation the Canadian Export and Import Permits Act, the Special Economic Measures Act, the Defence Production Act, the Canadian Controlled Goods Program, the United States Export Administration Regulations, and sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control and by the United Nations Security Council.

8.3 Prohibited jurisdictions and parties

You may not use the Service, access the Service, or direct the Service to produce Outputs for the benefit of (a) any person or entity designated on a sanctions list of the Government of Canada, the United States, the European Union, the United Kingdom, the United Nations, or the Government of Japan, or (b) any person, entity, or government located in or ordinarily resident in a jurisdiction subject to comprehensive sanctions (currently including, without limitation, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine).

8.4 Prohibited end uses

You may not use the Service to support, develop, or maintain (a) nuclear, chemical, or biological weapons, (b) missile technology subject to the Missile Technology Control Regime, (c) autonomous weapons systems with autonomous engagement decision-making capability, or (d) any other end use prohibited by applicable export-control or sanctions law.

8.5 ITAR and Controlled Goods

You may not submit to the Service any information classified under the United States International Traffic in Arms Regulations, or any information subject to the Canadian Controlled Goods Program, unless you have entered into a separate written addendum with Fabric that expressly authorizes such use and specifies the applicable security controls, personnel clearances, and deployment tier.

9. Deployment Tiers and Data Residency

9.1 Available tiers

Fabric offers the Service under the following Deployment Tiers, each with different data-residency, subprocessor, and security characteristics. The Deployment Tier applicable to your subscription is specified at codewithfabric.com/pricing, on your Account profile, or in your Enterprise Agreement.

1. Global SaaS Tier: Fabric-managed multi-tenant infrastructure hosted in Canada and the United States. Default for self-serve subscriptions. Generally available.
2. Customer-Controlled Cloud Tier: data-retaining components deployed within your cloud tenant (AWS, Azure, Google Cloud, Oracle Cloud, or other), with inference performed on Fabric-managed infrastructure, connected by an outbound-only secure tunnel. Available pursuant to a separate Order Form and a mutually agreed implementation timeline, and may require additional fees, professional services, and minimum subscription commitments as set out in that Order Form.
3. On-Premises Tier: all components, including inference, deployed entirely within your infrastructure, with no persistent data flows outside your network. Available as a Docker Compose application or Kubernetes Helm chart, and supports connection to your designated private model endpoints. Available pursuant to a separate Order Form and a mutually agreed implementation timeline, and may require additional fees, professional services, and minimum subscription commitments as set out in that Order Form.

9.2 Tier-specific commitments

The specific data-residency commitments, subprocessor lists, and security controls applicable to each Deployment Tier are set out in supplementary Fabric Security and Data Use materials made available to customers on request. These supplementary materials are descriptive references and are not incorporated by reference into these Terms. In the event of a conflict between supplementary materials and these Terms, these Terms control.

9.3 Changes in Deployment Tier

Fabric will not downgrade your Deployment Tier or materially reduce the data-residency or security controls of your Deployment Tier without your prior written consent. Fabric may, from time to time, add additional Deployment Tiers or enhance the controls of existing tiers, and such additions and enhancements do not require your consent.

10. Fees, Subscriptions, and Refunds

10.1 Subscription Fees

The Service is offered on a subscription basis. The Fees for your subscription are as specified at codewithfabric.com/pricingat the time of your purchase or renewal, or as otherwise agreed in writing. Unless otherwise stated, Fees are stated in Canadian dollars (CAD) or United States dollars (USD) depending on your billing location, and exclude applicable taxes, which are your responsibility (other than taxes on Fabric’s net income).

10.2 Billing cycle

Fees are billed in advance on a recurring basis (typically monthly or annually, depending on your subscription plan). Your subscription will automatically renew for successive periods of the same length as your initial subscription period, at the then-current Fees, unless you cancel at least one (1) day before the renewal date through your Account settings or by contacting [email protected].

10.3 Payment processing

Fabric uses Stripe, Inc. (“Stripe”) to process payments. By providing a payment method, you authorize Stripe and Fabric to charge that method for all Fees, taxes, and usage-based charges associated with your subscription, and to retain your payment method on file for future charges until you cancel. Your use of Stripe is subject to Stripe’s terms at stripe.com/legal and Stripe’s privacy policy at stripe.com/privacy, each of which you agree to be bound by in addition to these Terms.

10.4 Fee changes

Fabric may change its Fees from time to time. Fabric will give you at least thirty (30) days’ advance notice of any Fee change before it takes effect, through the Service interface, by email to your Account address, or by posting at codewithfabric.com/pricing. If you do not agree to a Fee change, you may cancel your subscription before the change takes effect; otherwise, your continued use of the Service after the effective date constitutes your agreement to pay the changed Fees.

10.5 Usage-based charges

Certain features of the Service may be offered on a usage-based basis (for example, per-token, per-request, or per-compute-unit pricing). You authorize Fabric to bill you for usage-based charges in arrears each billing cycle at the rates set out at codewithfabric.com/pricing, in addition to your subscription Fees.

10.6 Refunds

Except as expressly set out in this Section 10.6, all Fees are non-refundable and are not eligible for setoff. Fabric will provide a pro-rated refund of prepaid, unused Fees only in the following circumstances: (a) Fabric terminates your subscription for convenience under Section 19.2, (b) Fabric terminates your subscription because provision of the Service becomes prohibited by Law, (c) you exercise your remedies under Section 16.1 (IP indemnification — procurement failure), or (d) refund is required by applicable consumer protection Law, including the British Columbia Business Practices and Consumer Protection Act where it applies.

10.7 Late payment and suspension

If you fail to pay any undisputed amount when due and do not cure the failure within ten (10) days of written notice, Fabric may suspend your access to the Service until the amount is paid. Fabric may also charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by Law.

10.8 Disputed charges

If you dispute a charge in good faith, you must notify Fabric in writing at [email protected] within thirty (30) days of the invoice date, describing the basis for the dispute and the disputed amount. You must pay all undisputed amounts when due. The parties will work in good faith to resolve the dispute promptly.

11. Confidentiality

11.1 Confidential Information

“Confidential Information” means any non-public information that one party (the “Disclosing Party”) discloses to the other (the “Receiving Party”) in connection with these Terms or the Service, whether orally, in writing, or by any other means, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Your Customer Code, Inputs, and Outputs are your Confidential Information, regardless of marking. The Service, Documentation, TDDMoM methodology, model architectures, system prompts, roadmap, pricing (other than published list pricing), security architecture, and non-public benchmarks are Fabric’s Confidential Information.

For clarity:Confidentiality obligations apply only to Confidential Information that the Receiving Party actually receives. For Customer Code, Inputs, and Outputs that remain on an Authorized User’s local device and are never transmitted to Fabric, Fabric cannot and does not assume confidentiality custody, and the obligations of this Section 11 do not apply to Fabric with respect to such data.

11.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate (a) was in the public domain at the time of disclosure, or entered the public domain thereafter through no fault of the Receiving Party, (b) was known to the Receiving Party without restriction before disclosure, (c) was received from a third party without restriction and without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

11.3 Obligations

The Receiving Party will (a) use the Disclosing Party’s Confidential Information only to perform its obligations and exercise its rights under these Terms, (b) protect the Disclosing Party’s Confidential Information with at least the same degree of care that it uses to protect its own Confidential Information of similar sensitivity (and in any event, no less than reasonable care), and (c) not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, contractors, advisors, and affiliates who have a need to know, who have been informed of the confidential nature of the information, and who are bound by written or professional obligations of confidentiality at least as protective as those in this Section 11.

11.4 Required disclosures

The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to do so by Law, court order, or binding request of a government or regulatory authority, provided that the Receiving Party (a) gives the Disclosing Party prompt written notice of the requirement, to the extent legally permitted, and (b) cooperates reasonably with the Disclosing Party’s efforts to obtain a protective order or other appropriate remedy.

11.5 Duration

Each party’s confidentiality obligations under this Section 11 commence on receipt of the Confidential Information and survive for five (5) years after termination of these Terms, except that obligations with respect to Confidential Information that qualifies as a trade secret under applicable Law continue for as long as the information remains a trade secret.

11.6 Injunctive relief

Each party acknowledges that a breach of this Section 11 may cause the other party irreparable harm for which monetary damages would be inadequate, and agrees that the non-breaching party is entitled to seek equitable relief, including injunction and specific performance, without the need to post a bond or prove actual damages, in addition to any other remedies available at Law or in equity.

12. Intellectual Property; Feedback

12.1 Fabric’s intellectual property

Fabric retains all right, title, and interest (including all intellectual property rights) in and to the Service, the Documentation, Fabric’s trademarks, Fabric’s trade secrets, Fabric’s model architectures, system prompts, orchestration mechanisms, the TDDMoM methodology (which is the subject of United States Provisional Patent Application No. 63/941,697), and all improvements, enhancements, modifications, and derivative works of any of the foregoing, whether developed in connection with the Service or otherwise. No licence or right is granted to you by implication, estoppel, or otherwise, except as expressly set out in these Terms.

12.2 Feedback

If you provide Feedback to Fabric, you grant Fabric a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable licence to use, reproduce, modify, distribute, and otherwise exploit that Feedback for any purpose, without attribution or compensation to you. Fabric is not obligated to act on any Feedback. Feedback does not include and may not include any Customer Code, Inputs, or Outputs, and you will not include any of the foregoing in Feedback.

12.3 Trademark usage

You may not use any of Fabric’s trademarks, service marks, logos, or trade names without Fabric’s prior written consent, except to accurately and factually refer to Fabric and the Service in a manner consistent with nominative fair-use principles.

13. Privacy and Data Protection

13.1 Privacy Policy

Fabric’s collection, use, and disclosure of personal information in connection with the Service is described in the Fabric Privacy Policy, which is made available to customers on request. The Privacy Policy is a descriptive reference and is not incorporated by reference into these Terms. The Privacy Policy describes, among other things, Fabric’s compliance with the Canadian Personal Information Protection and Electronic Documents Act, Quebec’s Act respecting the protection of personal information in the private sector (as amended by Law 25), the European Union General Data Protection Regulation, the United Kingdom General Data Protection Regulation, applicable United States state privacy laws, and Japan’s Act on the Protection of Personal Information (個人情報の保護に関する法律, “APPI”). Fabric uses PostHog, Inc. (PostHog Cloud, default hosted in the United States) as a subprocessor for collecting opt-in, redacted Usage Data; PostHog does not receive Customer Code, Inputs, or Outputs.

13.2 Data Processing Addendum

If you are acting as a data controller or similar role under applicable data protection laws and Fabric processes personal information on your behalf, a separate Data Processing Addendum will apply. Enterprise customers may execute the Fabric Data Processing Addendum as part of their Enterprise Agreement. Self-serve subscribers whose use of the Service involves personal information about third parties should contact [email protected] to put a Data Processing Addendum in place.

13.3 Your obligations regarding personal information

To the extent that your Customer Code or Inputs contain personal information about third parties (including your employees, customers, or end users), you represent and warrant that you have obtained all necessary consents, provided all required notices, and have the legal basis required under applicable data protection Laws to submit that personal information to the Service.

14. Warranty and Output Warranty

14.1 Service warranty

Fabric warrants that it will provide the Service in a professional and workmanlike manner, consistent with generally accepted industry standards, and that the Service will materially conform to the Documentation. If the Service fails to meet this warranty, Fabric’s sole obligation, and your sole and exclusive remedy, is for Fabric to use commercially reasonable efforts to correct the non-conformity. If Fabric is unable to correct the non-conformity within a reasonable period, you may terminate your subscription and receive a pro-rated refund of prepaid, unused Fees for the affected portion of the subscription period.

14.2 Beta Features excluded

The warranties in this Section 14 do not apply to Beta Features, which are provided as-is.

14.3 Customer warranties

You warrant that (a) you have all necessary rights to provide the Customer Code and Inputs to Fabric and to grant Fabric the licences in these Terms, and (b) your use of the Service in accordance with these Terms will not violate any applicable Law or any third party’s rights.

15. Disclaimer of Implied Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 14, THE SERVICE, DOCUMENTATION, AND ANY OUTPUTS ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. FABRIC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. FABRIC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, AND FABRIC DOES NOT WARRANT THAT ANY DEFECT WILL BE CORRECTED. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF OUTPUTS IN ANY PRODUCTION, REGULATED, OR HIGH-CONSEQUENCE SETTING, SUBJECT TO THE EXPRESS WARRANTIES IN SECTION 14.

16. Indemnification

16.1 Indemnification by Fabric

Fabric will defend, indemnify, and hold you harmless from and against any third-party claim, suit, action, or proceeding (“Claim”), and will pay any resulting final award, settlement, damages, and reasonable attorneys’ fees, to the extent the Claim alleges that the Service, as made available by Fabric, infringes or misappropriates the Claimant’s patent, copyright, trademark, or trade-secret rights.

If a Claim under this Section 16.1 is made or appears likely, Fabric may, at its option and expense, (i) obtain the right for you to continue using the Service or the affected Output, (ii) modify the Service or the affected Output so that it is no longer infringing while remaining materially equivalent in function, or (iii) if neither (i) nor (ii) is commercially reasonable, terminate your subscription and refund any prepaid, unused Fees for the affected portion of the subscription period.

Fabric has no obligation under this Section 16.1 for any Claim to the extent arising from or relating to: (A) your Customer Code or Inputs; (B) use of the Service in combination with products, data, software, hardware, or services not supplied by Fabric, where the infringement would not have occurred without the combination; (C) any modification of the Service or of any Output by any person other than Fabric; (D) your use of the Service or any Output in a manner not authorized by these Terms or contrary to the Documentation; (E) your continued use of a version of the Service other than the most recent generally-available version, where use of the most recent version would have avoided the Claim; (F) Beta Features; or (G) your use of the Service in violation of Section 6, Section 7.3, or Section 8.

16.2 Indemnification by you

You will defend, indemnify, and hold Fabric harmless from and against any Claim, and will pay any resulting final award, settlement, damages, and reasonable attorneys’ fees, to the extent the Claim arises from or relates to: (a) your Customer Code or Inputs, or Fabric’s use of your Customer Code or Inputs in accordance with these Terms; (b) your or an Authorized User’s breach of Section 6, Section 7, Section 8, or Section 11; (c) your or an Authorized User’s negligence or willful misconduct; (d) your use of the Service in combination with products, data, software, hardware, or services not supplied by Fabric, where the liability would not have arisen without the combination; or (e) any modification of the Service or of any Output by you or any person other than Fabric.

16.3 Procedure

The indemnified party will (a) give the indemnifying party prompt written notice of the Claim, (b) give the indemnifying party sole control over the defence and settlement of the Claim, provided that the indemnifying party may not enter into any settlement that imposes any material non-monetary obligation on the indemnified party, or that does not unconditionally release the indemnified party from all liability, without the indemnified party’s prior written consent, and (c) reasonably cooperate, at the indemnifying party’s expense, in the defence of the Claim. The indemnified party may participate in the defence at its own expense and with its own counsel.

16.4 Output non-infringement

Section 16.1 sets out Fabric’s entire liability, and your sole and exclusive remedy, for any Claim alleging that the Service infringes or misappropriates any third party’s intellectual property rights. Fabric makes no warranty and assumes no indemnification obligation with respect to the intellectual property status of any Output.

17. Limitation of Liability

17.1 Exclusion of indirect damages

To the fullest extent permitted by Law, and subject to Section 17.3, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business opportunity, loss of goodwill, loss of data, or cost of substitute goods or services, arising out of or related to these Terms, the Service, or any Output, regardless of the legal theory of recovery and regardless of whether the party has been advised of the possibility of such damages.

17.2 Liability cap

To the fullest extent permitted by Law, and subject to Section 17.3, each party’s total cumulative liability to the other, arising out of or related to these Terms, the Service, or any Output, will not exceed the total Fees paid or payable by you to Fabric under these Terms in the twelve (12) months preceding the event giving rise to the liability. For Beta Features and during any free trial period, Fabric’s total cumulative liability is limited to the greater of the Fees paid for the affected Beta Feature or CAD $5,000.

17.3 Carve-outs from the liability limits

The exclusions and limitations in Sections 17.1 and 17.2 do not apply to:

1. a party’s indemnification obligations under Section 16;
2. your obligation to pay Fees due under these Terms;
3. your breach of Section 6, Section 7.3, or Section 8;
4. either party’s breach of Section 11 that results in material unauthorized disclosure of the other party’s Confidential Information;
5. either party’s gross negligence, fraud, or willful misconduct; and
6. any liability that cannot be excluded or limited under applicable Law.

17.4 Allocation of risk

You acknowledge that the limitations of liability in this Section 17 are an essential basis of the bargain between the parties, that Fabric has priced the Service in reliance on these limitations, and that these limitations will apply even if any limited remedy in these Terms fails of its essential purpose.

18. Governing Law; Dispute Resolution

18.1 Governing law

These Terms, and any dispute arising out of or related to these Terms or the Service, are governed by the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

18.2 Exclusive jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in Vancouver, British Columbia, and to the Federal Court of Canada sitting in Vancouver, for any action, suit, or proceeding arising out of or related to these Terms or the Service, and waive any objection to venue in those courts.

18.3 No arbitration

These Terms do not require binding arbitration, and neither party waives its right to a trial in the courts of British Columbia. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

18.4 Informal resolution

Before initiating any court proceeding regarding a dispute arising under these Terms, each party will use reasonable efforts to resolve the dispute informally by notifying the other party in writing at the notice addresses in Section 21.3 and engaging in good-faith discussions for at least thirty (30) days. This requirement does not apply to (a) claims for injunctive or equitable relief, or (b) claims that the applicable limitation period would otherwise expire.

19. Term and Termination

19.1 Term

These Terms begin when you accept them or first access the Service, and continue until terminated as set out in this Section 19.

19.2 Termination for convenience

You may terminate your subscription at any time through your Account settings or by contacting [email protected]. Your termination takes effect at the end of your then-current billing period. Fabric may terminate your subscription for convenience upon thirty (30) days’ advance written notice, in which case Fabric will pro-rate and refund any prepaid, unused Fees.

19.3 Termination for breach

Either party may terminate these Terms and your subscription immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of the breach. Material breaches by you include, without limitation, breach of Section 6, Section 7.3, Section 8, Section 10.7 (payment default, subject to the ten (10) day cure period in that section), or Section 11.

19.4 Immediate termination

Fabric may terminate these Terms and suspend or delete your Account immediately, without prior notice, if (a) you become insolvent, file for bankruptcy, make an assignment for the benefit of creditors, or cease to carry on business in the ordinary course, (b) your use of the Service exposes Fabric to a material risk of legal liability or regulatory sanction, (c) your use of the Service in the reasonable opinion of Fabric poses an imminent threat to the security or integrity of the Service or to other customers, or (d) Fabric is required by Law to terminate.

19.5 Effect of termination

Upon termination of these Terms for any reason, (a) your right to access the Service ends, (b) because Fabric does not retain Customer Code, Inputs, or Outputs on its inference servers in the normal course of operation, no content retention applies on termination with respect to data Fabric never received. To the extent that Customer has opted into a feature that requires server-side storage of Customer Code, Inputs, or Outputs, Fabric may delete such data after a reasonable export window (minimum thirty (30) days, unless termination is for your material breach of Section 6, Section 7.3, Section 8, or Section 11). Account metadata (billing records, usage counts) is retained per applicable record-keeping requirements, (c) each party will return or destroy the other party’s Confidential Information at the other party’s request, and (d) all amounts owing by you through the date of termination become immediately due and payable.

19.6 Survival

The following sections survive any termination or expiration of these Terms: Sections 1 (Definitions), 4 (Customer Code, Inputs, and Outputs — ownership provisions only), 5 (with respect to any Usage Data already collected), 10 (with respect to Fees accrued before termination), 11 (Confidentiality), 12 (Intellectual Property), 14.3 (Customer warranties), 15 (Disclaimer), 16 (Indemnification), 17 (Limitation of Liability), 18 (Governing Law and Dispute Resolution), 19.5 (Effect of Termination), 19.6 (this section), and 21 (General Provisions), together with any other provision that by its nature should survive termination.

20. Modifications to the Service and to these Terms

20.1 Modifications to the Service

Section 3.5 governs modifications to the Service.

20.2 Modifications to these Terms

Fabric may modify these Terms from time to time. Non-material modifications take effect on posting at codewithfabric.com/terms. Material modifications take effect thirty (30) days after Fabric provides notice of the modification through the Service interface, by email to your Account address, or by posting at codewithfabric.com/terms. If you do not agree to a material modification, you may terminate your subscription before the modification takes effect under Section 19.2. Your continued use of the Service after the effective date of a modification constitutes your agreement to the modified Terms.

21. General Provisions

21.1 Entire agreement

These Terms, together with the Privacy Policy, Data Use document, Security document, any applicable Enterprise Agreement, and any signed addenda, constitute the entire agreement between you and Fabric regarding the Service and supersede all prior or contemporaneous understandings, whether written or oral. In the event of a conflict, the documents control in the following order: (a) your Enterprise Agreement (if any); (b) any signed addendum; (c) these Terms; (d) the Privacy Policy; (e) the Data Use document; (f) the Security document.

21.2 No pre-printed terms

Any terms or conditions contained in a purchase order, vendor-onboarding form, click-through page, or other document submitted by you (other than an Enterprise Agreement expressly signed by an officer of Fabric) are rejected and have no effect, regardless of whether Fabric accepts the purchase order or payment submitted with such a document.

21.3 Notices

Notices to Fabric must be sent to Farpoint Technologies Inc., 2015 Main Street, #2, Vancouver, British Columbia, V5T 3C2, Canada, Attention: Legal, with a copy by email to [email protected]. Notices to you will be sent to the email address associated with your Account, or posted in the Service interface, and are deemed received on delivery (for electronic notices) or on the second business day after mailing (for physical notices).

21.4 Assignment

You may not assign these Terms or any of your rights or obligations under them without Fabric’s prior written consent, except that you may assign these Terms, without consent, to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of your assets or business, provided the successor agrees in writing to be bound by these Terms. Fabric may assign these Terms at any time, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Fabric’s assets or business. Any purported assignment in violation of this section is void.

21.5 Force majeure

Neither party is liable for any delay or failure to perform any obligation under these Terms (other than an obligation to pay Fees) to the extent the delay or failure is caused by events beyond the party’s reasonable control, including acts of God, natural disasters, fires, floods, epidemics or pandemics, war, terrorism, civil unrest, strikes (other than of the party’s own employees), governmental acts, embargoes, Internet outages, or cyber-attacks on upstream infrastructure. If a force majeure event prevents performance for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice.

21.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if it cannot be modified, it will be severed, and the remaining provisions will continue in full force and effect.

21.7 No waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise. A waiver is effective only if in writing and signed by the waiving party.

21.8 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint-venture, agency, franchise, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

21.9 No third-party beneficiaries

These Terms are for the benefit of you and Fabric only. No other person has any rights under these Terms, whether as a third-party beneficiary or otherwise.

21.10 Interpretation

Section headings are for convenience only and do not affect interpretation. “Including,” “includes,” and similar expressions mean “including without limitation.” Singular terms include the plural and vice versa where context requires. References to statutes include any amendments or successor statutes.

21.11 Publicity

With your prior written consent, Fabric may identify you as a Fabric customer on its customer list, marketing materials, and website, using your name and logo. Either party may make factual public statements confirming the existence of the commercial relationship without additional consent.

21.12 English language

These Terms are drafted in English. In the event that these Terms are translated into any other language, the English version controls. 両当事者は、本契約が英語で起草されることを明示的に要求しました。 The parties have expressly requested that this contract be drafted in English.

21.13 Consumer protection rights

If you are resident in a jurisdiction whose consumer protection laws grant you rights that cannot be waived by contract (including, where applicable, the British Columbia Business Practices and Consumer Protection Act), nothing in these Terms limits or excludes those rights, and the provisions of these Terms apply to you only to the extent permitted by those consumer protection laws.

21.14 Contact

If you have questions about these Terms, contact Fabric at [email protected] or by mail at the address in Section 21.3.

— End of Terms of Service (Platform Tier) —