FABRIC VIRTUAL CARE PLATFORM TERMS OF USE

Effective Date: 06/16/2025

DO NOT USE THE PLATFORM IF YOU HAVE A MEDICAL EMERGENCY OR FEEL THAT YOU OR ANOTHER PERSON MAY BE IN DANGER. IN AN EMERGENCY, CALL THE RELEVANT EMERGENCY SERVICE NUMBER (e.g., 9-1-1), NOTIFY RELEVANT AUTHORITIES, AND SEEK IMMEDIATE IN-PERSON ASSISTANCE.

These Terms of Use (“Terms”) govern your use of the cloud-based virtual care enablement platform (“Platform”) provided by Fabric Labs, Inc. (“Fabric”, “we”, “us” or “our”). These Terms are a binding legal agreement between you and Fabric.

Please read these Terms carefully. By clicking “I accept,” “I agree,” or similar when the option is presented to you, or by accessing or using the Platform, you agree to these Terms. If you do not agree to these Terms, you are not allowed to use the Platform.

MANDATORY ARBITRATION NOTICE: Section 12 of these Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis to resolve disputes. This means that you and fabric are each giving up rights to bring claims against each other in court or in class actions of any kind.

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: While there are important points throughout these terms, please note that the warranty disclaimers and limitations on our liability are explained in Section 11

General Provisions

FABRIC IS NOT A HEALTHCARE PROVIDER. Fabric does not provide medical services. Fabric operates the Platform, which allows you to access informational and educational content and facilitates your interactions with independent third-party healthcare providers (“Providers”). You understand that by coordinating and consulting with a Provider through the Platform, you are not entering into a provider-patient relationship with Fabric. The decision to focus on diagnosis, treatment recommendations, or both rests exclusively with you and your Provider.

The Platform is not intended for the provision of clinical diagnosis requiring an in-personal evaluation.

EXCEPT FOR INFORMATION YOU RECEIVE DIRECTLY FROM A PROVIDER RELATED TO YOUR SPECIFIC MEDICAL CONDITION, ALL CONTENT AVAILABLE THROUGH THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS TALK TO AN APPROPRIATELY QUALIFIED HEALTH CARE PROFESSIONAL FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH MEDICATIONS OR TREATMENT MAY BE APPROPRIATE FOR YOU. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION AVAILABLE ON THE PLATFORM.

Availability. Fabric is based in the United States. We provide the Platform for use only by persons located in the United States. We make no claims or representations that the Platform or any material included in the Platform is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so at your own risk and you are solely responsible for compliance with local laws, including export laws as applicable.

Eligibility. The Platform is offered to users who are 18 years of age or older. If you are not at least 18 years old, you are not allowed to use the Platform.

The following must be true for you to qualify to use the Platform, and by registering for an account, or by accessing and using the Platform, you represent and warrant that:

You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law;
The personal and other information you provide when registering for an account (“Registration Data”) is true, accurate, current, and complete;
You will update your Registration Data as needed to maintain its accuracy;
You are physically located in or are a resident of the state you have chosen as your current residency when creating your User Account; and
You agree to be bound by these Terms and to use the Platform in a manner consistent with applicable laws and regulations.

Satisfying the above requirements does not guarantee that you will receive access to the Platform or be connected to a Provider through the Platform. In addition to the above requirements, Fabric and the Providers reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

Privacy. Our Privacy Policy applies when Fabric is responsible for making decisions about how your personal information is used and disclosed. Please review it carefully.

When you use the Platform, we will collect certain information about you on behalf of your Provider that may be Protected Health Information regulated by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). When we collect Protected Health Information on behalf of your Provider, we act as a “business associate” to your Provider and your Provider’s Notice of Privacy Practices govern our use of your Protected Health Information, not our Privacy Policy. If you have any questions about the use and disclosure of your Protected Health Information, please contact your Provider.

Support. Requests for Platform support may be submitted to Fabric via an email to support@fabrichealth.com. By requesting or receiving support, you agree that Fabric may access your User Account.

Changes to the Platform. The Platform is continually under development. We reserve the right at any time and for any reason to modify, suspend, or discontinue the Platform in whole or in part, with or without notice. You agree we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform.

Changes to these Terms. Except for the Arbitration Agreement provisions of these Terms, we reserve the right to change or modify these Terms at any time without prior notice to you. We will post any new version of the Terms on the Platform. You should check the Terms from time to time when you use the Platform to determine if any changes have been made. If you continue to use the Platform after we have posted changes to these Terms, you agree to be bound by the modified Terms. If you do not accept the changes, you should immediately stop using the Platform and delete all files associated with the Platform on your computer and/or mobile device.

Registration and User Accounts

You must create an account (“User Account”) and become a registered user to access certain aspects of the Platform. To register, you must provide Registration Data, including your name, your email address, and other information specified in the registration form. You may change or correct your Registration Data in your account directly through the Platform. If you do not maintain your Registration Data so that it is accurate and complete, or if we have reasonable grounds to suspect it is not accurate and complete, we have the right to suspend or terminate your account and your use of the Platform. You may not create more than one account, and you agree not to register for a User Account on behalf of anyone else or to use anyone else’s account at any time.

You are responsible for all activities that occur under your account regardless of whether you were aware of those activities. You agree to keep your username and password confidential, and you are responsible for changing your password promptly if you think it has been compromised. You also agree to immediately notify us of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Platform by emailing us privacy@fabrichealth.com.

We may suspend or disable your User Account or terminate your access to the Platform at any time, for any reason, without prior notice to you.

Payment

You agree to pay all fees, including any fees that we collect on behalf of the Providers, in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You authorize Fabric (or our third-party processors) to charge your designated payment card for any fees incurred. It is your responsibility to provide accurate and complete billing information and to ensure that sufficient funds are available to cover the cost of services. You may not be able to schedule an appointment, or your appointment may be cancelled, if you provide inaccurate or incomplete billing information. You understand and agree that you will be responsible for a missed appointment fee equal to all or a portion of the fees you would have paid for the scheduled services if you do not cancel a scheduled appointment in accordance with your Provider’s cancellation policy.

Ownership and License to the Platform

Platform Ownership. As between Fabric and you, Fabric is the sole and exclusive owner of all right, title and interest in and to the Platform, including all content, features, and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (the “Platform Content”), and any associated copyrights, patents, or other protected or unprotected intellectual property rights. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Platform Content except as permitted by these Terms or otherwise by Fabric expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Platform Content shall be owned solely and exclusively by Fabric or its licensors, including all intellectual property rights therein. All rights not expressly granted are reserved by us. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Your License. Subject to these Terms, Fabric grants you a personal, limited, non-exclusive, nonsublicensable, revocable, and non-transferable right to view, download, access, and use the Platform and Platform Content solely for your personal and non-commercial use and only as permitted under these Terms. No other right, title, or interest in or to the Platform Content is transferred to you, and all rights not expressly granted are reserved by Fabric or its licensors.

Feedback. We welcome and encourage you to provide us with ideas, concepts, feedback, reviews, suggestions for improvements, know-how, and other information about the Platform (“Feedback”). You may submit Feedback by emailing us at info@fabrichealth.com. You acknowledge and agree that if you submit any Feedback to us, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, fully sub-licensable (through multiple tiers), and transferable license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works based upon, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that, to the extent permitted under applicable laws, rules and regulations, any Feedback provided will be non-confidential and non-proprietary. Fabric will be entitled to the unrestricted use and dissemination of Feedback (in whole or in part) for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

Restrictions on Use

You may use the Platform only for lawful purposes and in accordance with these Terms. While using the Platform, you will not, and will not attempt to:

Provide false, misleading, or inaccurate information to us or any other user;
Use the Platform (i) for any commercial purpose; (ii) for the benefit of any third party; or (iii) in any manner not permitted by these Terms;
Impersonate or attempt to impersonate us, one of our employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
Use or attempt to use any manual process, engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to harvest, monitor, or otherwise collect information from the Platform for any use, including, without limitation, use on third-party websites, without our consent;
Use the Platform in any manner that could destroy, disrupt, disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to use the Platform;
Access content or data not intended for you, or log onto a server or account that you are not authorized to access;/li>
Violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
Probe, scan, or test the vulnerability of the Platform or any associated system or network, or breach security or authentication measures without proper authorization;
Interfere or attempt to interfere with the use or functionality of the Platform by any other user, host, or network, including, without limitation, by means of submitting a virus, trojan horse, worm, logic bomb or other material, which is malicious or technologically harmful, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;
Forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance, or distribution by means of, the Platform;
Post or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Post, upload, publish, submit, or transmit any content that: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by us, you, or any other third-party (including another user) to protect the Platform;
Attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Platform. Any violation of this section may subject you to civil and/or criminal liability;
License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or Platform Content other than as expressly permitted by these Terms;
Create or develop competing products or services or for any other purpose that is to Fabric’s detriment or commercial disadvantage;
Use framing techniques to enclose any trademark, logo, or the Platform without our express prior written consent;
Remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, Platform or any Platform Content;
Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm us or users of the Platform or expose them to liability, or otherwise interfere with or attempt to interfere with the proper working of the Platform;
Copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to Fabric or third-party content from the Platform.
Use any manual process or automated device to monitor or copy any content made available on or through the Platform for any unauthorized purpose except as permitted herein;
Otherwise use the Platform in any manner that exceeds the scope of use granted herein; or
Encourage or enable any other individual to do any of the above.

Fabric is not obligated to monitor your use of the Platform, but we may do so to ensure your compliance with these Terms, and/or to respond to law enforcement or other government agencies if and when we are required to. Fabric reserves the right to suspend or terminate your use of the Platform without notice to you if you partake in any of the prohibited uses described above.

Fabric further reserves the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. YOU WAIVE AND HOLD HARMLESS FABRIC AND ITS AFFILIATES, THEIR LICENSEES, AND THE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Computer Equipment and Internet Access

You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment (collectively, “Systems”) necessary for you to access and use the Platform. This includes, without limitation, obtaining Internet services, using up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Platform and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or your Systems.

THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.

Communication Preferences and Electronic Notices and Signatures

Communication Preferences and Consent. By creating an account, you consent to receive electronic communications from Fabric (e.g., via email to the email address you provide, text message (SMS or otherwise) at the mobile phone number and email address you provide, or by posting notices to the Platform) regarding your User Account and the Platform. These communications are part of your relationship with us. You may incur data, call-time or messaging charges from your communication providers in connection with communications from Fabric.

You can opt out of receiving text messages at any time. Just text "STOP" to the short code. After you send the "STOP" message to us, we will send you a message to confirm that you have been unsubscribed. After this, you will no longer receive text messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
If at any time you forget what keywords are supported, just text "HELP" to the short code. After you send the "HELP" message to us, we will respond with instructions on how to use our text message service as well as how to opt out of text messages.
We utilize Twilio, a leading communication platform, to facilitate the delivery of SMS messages to a wide range of mobile phone networks in the United States. While we strive for reliable delivery, please understand that message delivery success depends on various factors beyond our direct control, including the recipient's mobile carrier policies, network conditions, and the recipient's phone. Mobile phone carriers are not liable for delayed or undelivered messages.
You can choose to filter any User Account and Platform emails using your email settings and may opt out of receiving email notifications regarding the Services .

You acknowledge that electronic communications may be unencrypted and carry some risk that the information in the messages, including information about your health, could be read by an unauthorized person. You further acknowledge and agree that Fabric and the Providers cannot guarantee the security and confidentiality of the unencrypted communications that we send to you and are not responsible for any unauthorized access that occurs during or after the transmission of the communications to you.

If you consent to receive marketing or other communications not related to your User Account or the Platform, including newsletters, special offers, surveys, and other news and information we think will be of interest to you, we will provide you with the option to opt out of such marketing communications at any time by following the unsubscribe instructions provided in such messages.

Electronic Notices and Signatures. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you consent and agree that your use of your finger, a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Platform, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. You should maintain copies of electronic communications from us by printing a paper copy, saving an electronic copy, or both. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us.

Third-Party Content and Third-Party Services

The Platform may include media, data, or content created, owned, or provided by third parties (“Third-Party Content”). We do not control or endorse any Third-Party Content and make no representation or warranties of any kind regarding the Third-Party Content, including regarding its accuracy or completeness. Please be aware that we do not create Third-Party Content, update, or monitor it. In addition, the Platform may contain hyperlinks, plug-ins, products, or features operated by third parties (“Third-Party Services”). Such Third-Party Services are not under our control, and we are not responsible for the information, products or services described by, or for the content or features of, any such Third-Party Services. We are providing the Third-Party Content and Third- Party Services to you only as a convenience, and the inclusion of any Third-Party Content or Third- Party Services does not necessarily imply endorsement by us or any association with its operators. Your use of the Third-Party Content and Third-Party Services is at your own risk and may be subject to additional terms and conditions. Operators of the Third-Party Content and Third-Party Services may collect and use certain information about you, as specified in the Third-Party Service Provider’s privacy policies. Prior to providing information to any Third-Party Service Provider, you should review their terms and conditions and privacy policy. We are not liable to you in any way, either directly or indirectly, for any content, errors, damage, or loss caused by or in connection with use of or reliance on the Third-Party Content or Third-Party Services.

Termination

We may terminate or suspend any of the rights granted by these Terms and your access to and use of the Platform with or without prior notice, for any reason, and at any time, including for violations of these Terms.

If you wish to terminate your User Account, please contact support@fabrichealth.com, immediately discontinue your use of the Platform, and delete all files associated with the Platform from your computer or mobile device.

Subject to applicable law, Fabric reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Platform pursuant to its internal record retention and/or content destruction policies.

Indemnification

You agree to indemnify, defend, and hold harmless the Fabric Parties from any and all third-party liabilities, losses, claims, suits, damages, actions, proceedings, settlements, judgments, injuries, obligations, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising out of or in any way connected with: (1) your access to or use of the Platform, Platform Content, or other materials or features available on the services, (2) your fraud, violation of law, negligence, or willful misconduct, (4) your breach of these Terms, or (5) related to any other person accessing your User Account, regardless of whether you were aware of such use. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle or compromise any claim against the Fabric Parties without our written consent.

Warranty Disclaimers and Limitation of Liability

No Warranties. YOUR USE OF THE PLATFORM AND PLATFORM CONTENT IS AT YOUR SOLE RISK. THE PLATFORM AND PLATFORM CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, FABRIC, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS, REPRESENTATIVES, PROPRIETORS, PARTNERS, SHAREHOLDERS, PRINCIPALS, AGENTS, PREDECESSORS, SUCCESSORS, ASSIGNS, ACCOUNTANTS, AND ATTORNEYS, INCLUDING THE PROVIDERS (COLLECTIVELY, THE “FABRIC PARTIES”) DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE PLATFORM INCLUDING, BUT NOT LIMITED TO, WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE FABRIC PARTIES OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE PLATFORM AND PLATFORM CONTENT. THE FABRIC PARTIES DO NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND THE FABRIC PARTIES DISCLAIM ANY LIABILITY RELATING THERETO. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, PROVIDERS OR AUTHORIZED THIRD PARTIES.

THE FABRIC PARTIES WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS, MOBILE DEVICES, OR DATA. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO THE PLATFORM.

Limitation of Liability. FABRIC IS NOT LIABLE FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY PROVIDERS, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FABRIC PARTIES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR OTHER INDIRECT CATEGORY OF DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, PROFITS, USE OF DATA, GOODWILL, SERVICE INTERRUPTION, COMPUTER OR MOBILE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FABRIC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.

YOU ACKNOWLEDGE THAT IF YOU USE THE PLATFORM DURING OR IN RELATION TO AN EMERGENT, SERIOUS, OR LIFE-THREATENING CONDITION, SUCH USE IS AT YOUR SOLE RISK. THE FABRIC PARTIES ARE NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION INCLUDED AS PART OF THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE FABRIC PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE AMOUNT YOU PAID FABRIC IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED DOLLAS ($100).

SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DAMAGES SUCH AS THOSE CONTAINED IN THIS SECTION. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU.

IF YOU ARE RESIDENT OF A U.S. STATE THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE LIMITATIONS IN THIS SECTION SPECIFICALLY DO APPLY TO YOU.

Dispute Resolution and Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND FABRIC TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM FABRIC. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FABRIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by written agreement between you and Fabric.

Informal Dispute Resolution. Before filing a claim against Fabric, you agree to try to resolve the dispute informally by legal@fabrichealth.com. If a dispute is not resolved within thirty (30) days after submission, you may bring a formal proceeding, as outlined below.

ARBITRATION AGREEMENT

You agree that any disputes that you and we are unable to resolve informally will be settled by binding arbitration, except that you and we each retain the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Arbitration Agreement on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in New York, New York. All other claims will be arbitrated.

Limited Opt-Out Right. You will also have the right to litigate any dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at legal@fabrichealth.com within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Platform. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute except as expressly set forth in clauses (i) and (ii) above.

Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Dispute Resolution and Arbitration Agreement” section. (The AAA Rules are available at https://www.adr.org/Rules.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A Party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you and does not require travel more than 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and us; or (iii) via videoconference. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrators Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Warranty Disclaimers and Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution and Arbitration Agreement” section after the date you accepted these Terms or access our Platform, you may reject any such change by sending us written notice (including by email to legal@fabrichealth.com within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and us in accordance with the provisions of this “Dispute Resolution and Arbitration Agreement” section as of the date you accepted these Terms or accessed our Platform.

No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Limit on Time to Bring Claims. Any claim or cause of action arising out of or related to your use of the Platform or these Terms must be filed within one year after such claim or cause of action arose; otherwise, such claim or cause of action is permanently barred.

Miscellaneous Terms

Entire Agreement. These Terms are the entire and exclusive understanding and agreement between Fabric and you regarding the Platform and other subject matter herein, and supersedes and replaces any and all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Fabric.

Governing Law and Venue. These Terms shall be governed by the laws of the State of New York without reference to its conflict of laws provisions. You agree that all disputes not subject to the Arbitration Agreement contained in these Terms will be resolved on an individual basis exclusively in federal or state courts located in New York, New York. You irrevocably consent to the personal jurisdiction of these courts and waive all objections to the exercise of jurisdiction by these courts and to this venue. However, you agree that Fabric may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Notices. Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given: (i) by Fabric via email (in each case to the address that you provide); and/or (ii) by posting to the Platform. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Fabric electronically satisfies any legal requirement that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH FABRIC IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE. You shall give any notice to Fabric by email to: legal@fabrichealth.com. Notice to Fabric shall be effective upon confirmation of receipt of notice by Fabric.

No Inadvertent Waiver. The failure of Fabric to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Fabric.

Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, bin ding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.

Remedies. You agree that any violation, or threatened violation, by you of these Terms may cause us irreparable and unquantifiable harm for which monetary damages would be inadequate. Fabric shall be entitled to seek injunctive or equitable relief in addition to any other remedies we may have at law or in equity.

No Agency Relationship. Neither these Terms, nor any Platform Content, materials or features of the Platform create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Headings. The heading references in these Terms are for convenience and shall not be deemed to limit or affect any of the provisions of these Terms.

Notice Regarding Apple. By accessing or downloading our app from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement, available at: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/ (“Apple Terms”). These Terms govern if there is a conflict with the Apple Terms.

Notice Regarding Google. If you acquire our app from the Google Play Store: (i) you acknowledge that these Terms are between you and Fabric, and not with Google, Inc. (“Google”); (ii) your use of the app must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained the app; (iv) Fabric, and not Google, is solely responsible for the app; (v) Google has no obligation or liability to you with respect to the app or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the app.

Notice for California Users. Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platform of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD.

If you are a California resident, you waive California civil code section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Contact Us. Please feel free to contact us if you have any questions about these Terms and/or any other documents referenced in these Terms. You may contact us by email at info@fabrichealth.com or by writing to:

Fabric Labs, Inc.
157 West 18th Street, 2nd Floor
New York, NY 10011