Terms of Service

1. INTRODUCTION & ACCEPTANCE

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Fabric Global, PBC, a Delaware Public Benefit Corporation (“Fabric Global,” “Fabric,” “we,” “us,” or “our”), governing your access to and use of all websites, applications, platforms, and services owned or operated by Fabric Global, including without limitation any current or future products, features, or programs made available by Fabric Global (collectively, the “Service”).

By accessing or using the Service in any manner — including browsing any Fabric Global website, creating an account, or participating in any Fabric Global program — you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Service.

1.1. ELIGIBILITY. You may only access and use the Service if you are at least sixteen (16) years of age and have the legal capacity to enter into a binding agreement under the laws of your jurisdiction. By accessing or using the Service, you represent and warrant that you meet these requirements. If you are under the age of sixteen (16), you are not permitted to use the Service, and any account created in violation of this requirement may be terminated without notice.

1.2. ENTITY USERS. If you are accessing or using the Service on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to act on behalf of such entity and have the authority to bind it to these Terms. In that case, "you" and "your" as used throughout these Terms refer to that entity. The individual accepting these Terms on behalf of an entity personally represents that they have such authority.

1.3. RESPONSIBILITY FOR USE. You are solely and entirely responsible for all activities conducted through your account or on your device in connection with the Service, whether or not authorized by you.

2. DEFINITIONS

As used throughout these Terms, the following capitalized terms have the meanings set forth below:

2.1. "Account" means the registered user account created by you to access certain features of the Service.

2.2. "App" means any mobile or desktop application owned or operated by Fabric Global through which the Service is accessed.

2.3. "Client" means any company, organization, or other legal entity that has entered into a separate agreement with Fabric Global for the provision of services, and on whose behalf certain features or programs within the Service may be made available to users.

2.4. "Moment" means an interactive engagement — sponsored or unsponsored — made available through the Service by Fabric, a Partner, or a Sponsor, typically tied to a real-world event, that a user may participate in and, upon qualifying participation, may earn Bolts. A Moment that a Sponsor pays to feature, brand, or associate itself with is a "Sponsored Moment."

2.5. “Bolts” means the in-app rewards earned by users through qualifying engagement or participation in a Moment. Bolts are earned solely through such engagement or participation — never through predictions, wagers, or outcomes — and no purchase is necessary to earn Bolts. Bolts have no cash value, are not redeemable for cash, are not a deposit or stored-value instrument, and are non-transferable. Bolts may be redeemed only for goods, products, or experiences made available through Fabric's rewards catalog, which Fabric may modify or discontinue at any time.

2.6. "Content" means all text, images, graphics, audio, video, data, software, and any other material made available through the Service, including User Content and Fabric Content.

2.7. "Fabric Content" means all Content created, owned, licensed, or provided by Fabric Global through the Service, excluding User Content.

2.8. "Feedback" means any comments, suggestions, ideas, questions, data, designs, or other information submitted by you to Fabric Global regarding the Service or Fabric Global's business, whether submitted through the Service or by any other means.

2.9. "Privacy Policy" means Fabric Global's Privacy Policy, as amended from time to time, available at https://fabric.space/privacy, which is incorporated into these Terms by reference.

2.10. "Program" means any loyalty, rewards, engagement, or other structured initiative operated by Fabric Global or by Fabric Global on behalf of a Client, made available through the Service.

2.11. "Service" means all websites, applications, platforms, programs, and other products and services owned or operated by Fabric Global, including the Site and the App, as may be updated, modified, or expanded from time to time.

2.12. "Site" means all websites owned or operated by Fabric Global, including any subdomains, microsites, or successor URLs.

2.13. "Terms" means these Terms of Service, together with the Privacy Policy and any additional terms, guidelines, or policies incorporated herein by reference.

2.14. "User Content" means any Content submitted, posted, uploaded, transmitted, or otherwise made available through the Service by you or any other user, excluding Fabric Content.

2.15. "you" and "your" mean the individual accessing or using the Service, or, where applicable, the entity on whose behalf the Service is being accessed, as further described in Section 1.

3. YOUR ACCOUNT

3.1. Account Creation. Certain features of the Service may require you to create an Account. When creating an Account, you agree to provide accurate, current, and complete information, and to update that information promptly if it changes. Fabric Global reserves the right to reject any username or account registration at its sole discretion.

3.2. Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials, including your username and password, and for all activity that occurs under your Account, whether or not authorized by you. You agree to: (a) select a reasonably secure password; (b) keep your password confidential and not share it with any third party; (c) not transfer or sell access to your Account; and (d) notify Fabric Global immediately at help@fabric.space if you become aware of any unauthorized access to or use of your Account. Fabric Global will not be liable for any loss or damage arising from your failure to comply with this Section.

3.3. Account Information. You are responsible for keeping your Account information — including any email address, phone number, or payment information associated with your Account — accurate and up to date. Fabric Global may use this information to communicate with you regarding the Service, and is not responsible for any failure of delivery or missed communications resulting from inaccurate or outdated Account information.

3.4. One Account Per User. Unless otherwise expressly permitted by Fabric Global in writing, each user may maintain only one Account. You may not create an Account using a false identity or on behalf of someone other than yourself without authorization. Fabric Global reserves the right to merge, suspend, or terminate duplicate Accounts.

3.5. Termination by You. You may close your Account at any time by contacting us at support@fabric.space. Termination of your Account does not relieve you of any obligations incurred prior to termination, including any outstanding obligations under a Program in which you are enrolled.

3.6. Suspension or Termination by Fabric Global. Fabric Global reserves the right to suspend, restrict, or permanently terminate your Account and access to the Service at any time, with or without notice, for any reason, including without limitation if Fabric Global reasonably believes that: (a) you have violated these Terms or any applicable law or regulation; (b) your use of the Service poses a risk to Fabric Global, its Clients, or other users; or (c) your Account has been inactive for an extended period. Termination of your Account does not limit any other remedies available to Fabric Global. Any provisions of these Terms that by their nature should survive termination will do so, including without limitation Sections 6, 7, 8, 11, 12, 13, and 15.

4. LICENSE TO USE THE SERVICE

4.1. Grant of License. Subject to your compliance with these Terms, Fabric hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your personal, non-commercial purposes, or, where you are accessing the Service on behalf of an entity as described in Section 1, for that entity's internal business purposes. This license does not include any right to: (a) resell, sublicense, or otherwise transfer access to the Service to any third party; (b) modify, adapt, translate, reverse engineer, decompile, or create derivative works based on the Service or any Fabric Content; (c) use the Service for any commercial purpose not expressly authorized in writing by Fabric; or (d) remove, alter, or obscure any proprietary notices, labels, or markings on or within the Service.

4.2. Fabric Mobile Application. To the extent the Service includes a mobile or desktop application, your license to use such application is further limited to use on devices that you own or control, and solely as permitted by the applicable app store terms under which you obtained the application. In the event of a conflict between these Terms and the terms of the applicable app store, these Terms shall control to the fullest extent permitted by law.

4.3. Programs. Your participation in any Program offered through the Service may be subject to additional terms, rules, or eligibility requirements specific to that Program ("Program Terms"). In the event of a conflict between these Terms and any Program Terms, the Program Terms shall control with respect to that Program only, and solely to the extent of such conflict. Nothing in any Program Terms shall be construed to expand the license granted in Section 4.1 beyond its stated scope.

4.4. Moments, Sponsored Moments & Partner Programs. From time to time, Fabric may make Moments available through the Service, including Moments offered in partnership with third parties — including without limitation sponsors, brands, sports leagues, entertainment properties, municipalities, host committees, and other organizations (each, a "Partner," and where the Partner is sponsoring or featured in a Moment, a "Sponsor"). A Moment associated with a Sponsor is a "Sponsored Moment." Participation in a Moment or Sponsored Moment may require you to: (a) review and accept the Partner's or Sponsor's own terms of service, program rules, or privacy policy; (b) authenticate your identity or create an account through a third-party OAuth or single sign-on flow operated by or on behalf of the Partner or Sponsor; or (c) meet eligibility requirements established by the Partner or Sponsor independent of those set forth in these Terms.

4.4.1. Brand Communications Opt-In. On certain Sponsored Moments, you may be offered a separate, affirmative opportunity to opt in to receive news, announcements, or other communications from the associated Sponsor. This opt-in is optional and separate from your participation in the Moment. Depending on the Sponsored Moment, communications resulting from this opt-in may be delivered by Fabric on the Sponsor's behalf, or, where you have opted in to direct communication, delivered by the Sponsor itself — in which case Fabric will disclose to that Sponsor the minimum contact information necessary to enable the Sponsor's direct communications with you (see Fabric's Privacy Policy for further detail on this disclosure). Declining this opt-in, or withdrawing it at any time, has no effect on your eligibility to participate in any Moment or on any Bolts you have earned or may earn.

4.4.2. Where participation in a Moment or Sponsored Moment requires acceptance of a Partner's or Sponsor's terms, both these Terms and the applicable Partner's or Sponsor's terms govern your participation. In the event of a conflict between these Terms and a Partner's or Sponsor's terms with respect to a Moment, the Partner's or Sponsor's terms shall control solely with respect to that Moment and solely to the extent of such conflict. Fabric is not responsible for, and makes no representations or warranties regarding, the terms, privacy practices, data handling, or conduct of any Partner or Sponsor. Your decision to participate in any Moment and to accept any Partner's or Sponsor's terms, including any brand communications opt-in, is made at your sole discretion and risk.

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4.5. Reservation of Rights. Fabric and its licensors reserve all rights not expressly granted in these Terms. No license or right is granted by implication, estoppel, or otherwise. Your access to and use of the Service does not convey any ownership interest in the Service, any Fabric Content, or any intellectual property owned or licensed by Fabric.

4.6. Revocation. The license granted in this Section is conditioned on your continued compliance with these Terms. Any violation of these Terms automatically terminates the license granted herein without notice, and Fabric reserves the right to revoke this license at any time in its sole discretion.

4.7. Bolts.

4.7.1. Earning Bolts. Fabric may award Bolts to you as a reward for qualifying engagement or participation in a Moment. Bolts are earned solely through such engagement or participation — never through predictions, wagers, or the outcome of any event — and no purchase is necessary to earn Bolts. The amount of Bolts awarded for any given Moment, and the criteria for qualifying participation, are determined by Fabric or the applicable Partner or Sponsor in its sole discretion and may vary by Moment.

4.7.2. No Cash Value. Bolts have no cash value and are not redeemable for cash. Bolts are not a deposit, security, or stored-value instrument, and do not constitute property or a financial asset of any kind. Bolts do not accrue interest and are not insured or guaranteed by Fabric or any third party.

4.7.3. Non-Transferable. Bolts are personal to your Account and may not be sold, traded, gifted, transferred, or assigned to any other person or Account, except as Fabric may expressly permit in writing.

4.7.4. Redemption. Bolts may be redeemed only for goods, products, or experiences made available through Fabric's rewards catalog from time to time (the "Rewards Catalog"). Availability of any item in the Rewards Catalog is not guaranteed, and Fabric reserves the right to add, remove, or modify Rewards Catalog offerings, redemption values, and redemption mechanics at any time, in its sole discretion and without prior notice. Redemption of Bolts for a Rewards Catalog item may be subject to additional terms specific to that item, including fulfillment timelines and eligibility requirements.

4.7.5. Expiration and Forfeiture. Bolts may expire if unused for a period specified by Fabric from time to time and disclosed to you through the Service. Bolts are forfeited immediately and without compensation upon: (a) closure or termination of your Account, whether by you or by Fabric; (b) a determination by Fabric that you have violated these Terms, any Program Terms, or any applicable Partner or Sponsor terms; or (c) discontinuation of the Bolts program as described in Section 4.7.6. Fabric has no obligation to notify you before Bolts expire or are forfeited, except where required by applicable law.

4.7.6. Modification or Discontinuation. Fabric reserves the right to modify, suspend, or discontinue the Bolts program, in whole or in part, at any time and for any reason, in its sole discretion, subject to any notice obligations under Section 17. Fabric is not obligated to provide any replacement, substitute, or compensation for Bolts affected by such modification, suspension, or discontinuation, except as required by applicable law.

4.7.7. No Liability. Without limiting Sections 12 and 13, Fabric is not liable for any loss, forfeiture, or unavailability of Bolts, including as a result of Account termination, technical error, Rewards Catalog changes, or discontinuation of the Bolts program.

5. ACCEPTABLE USE & PROHIBITED CONDUCT

5.1. General Standard. You agree to use the Service only for lawful purposes and in a manner consistent with these Terms, all applicable local, state, national, and international laws and regulations, and any additional guidelines or policies published by Fabric from time to time. You assume full responsibility for ensuring that your use of the Service complies with all laws applicable to you in your jurisdiction.

5.2. Prohibited Conduct. You agree that you will not, directly or indirectly, do any of the following in connection with your use of the Service:

(a) violate or facilitate the violation of any applicable law, regulation, or governmental order, including without limitation laws governing privacy, data protection, consumer protection, intellectual property, or export control;

(b) impersonate any person or entity, misrepresent your affiliation with any person or entity, or create or use a false identity, including without limitation misrepresenting your affiliation with Fabric Global, any Client, or any Partner;

(c) collect, harvest, or store personal information about other users of the Service without their express consent, or solicit personal information from any individual in a manner not permitted by applicable law;

(d) post, transmit, or otherwise make available any Content that is unlawful, defamatory, libelous, abusive, threatening, harassing, hateful, obscene, or otherwise objectionable, or that violates any applicable law or the rights of any third party;

(e) infringe, misappropriate, or otherwise violate any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other intellectual property or proprietary right of any party;

(f) upload, post, or transmit any Content that contains viruses, malware, Trojan horses, worms, time bombs, corrupted files, or any other harmful or disruptive code or software;

(g) interfere with, disrupt, or damage the integrity, security, or performance of the Service, any servers or networks connected to the Service, or any third-party systems accessed through the Service;

(h) attempt to gain unauthorized access to any portion of the Service, any Account other than your own, or any systems or networks connected to the Service;

(i) use any automated means, including without limitation robots, spiders, crawlers, scrapers, or scripts, to access, monitor, copy, or interact with any portion of the Service without the prior written consent of Fabric;

(j) use the Service to send unsolicited communications, including spam, chain letters, or other unauthorized advertising or promotional materials;

(k) use any meta tags, hidden text, or other metadata incorporating Fabric’s name, trademarks, or product names without Fabric’s prior written consent;

(l) deep link to any portion of the Service, frame the Service within another website or application, or otherwise alter the display or presentation of the Service without Fabric’s prior written consent;

(m) access or use the Service for the purpose of building, benchmarking, or improving a competitive product or service;

(n) attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code or underlying algorithms of any software comprising or forming a part of the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction;

(o) circumvent, disable, or interfere with any security, authentication, or access control feature of the Service;

(p) facilitate, encourage, or assist any third party in engaging in any of the foregoing.

5.3. Consequences of Violation. Fabric reserves the right, in its sole discretion, to investigate any suspected violation of this Section and to take any action it deems appropriate, including without limitation removing or disabling access to Content, suspending or terminating your Account, reporting conduct to law enforcement authorities, and pursuing any other legal or equitable remedies available to Fabric. Fabric’s election not to act with respect to any particular violation does not waive its right to act with respect to that or any subsequent violation.

6. CONTENT

6.1. Fabric Content Ownership. The Service and all Fabric Content, including without limitation all software, text, graphics, images, audio, video, data compilations, interfaces, and the selection and arrangement thereof, are owned by Fabric or its licensors and are protected by applicable intellectual property laws, including United States copyright, trademark, and trade secret law. No Fabric Content may be reproduced, distributed, modified, publicly displayed, publicly performed, or otherwise exploited without the prior written permission of an authorized representative of Fabric, except as expressly permitted under these Terms or applicable law.

6.2. Fabric Content Restrictions. You may not: (a) reproduce, duplicate, copy, sell, resell, or exploit any Fabric Content for any commercial purpose; (b) modify, adapt, translate, or create derivative works based on any Fabric Content; (c) remove, obscure, or alter any copyright, trademark, or other proprietary notice contained in or on any Fabric Content; or (d) use any Fabric Content in a manner that suggests an association with, or endorsement by, Fabric, any Client, or any Partner that has not been expressly authorized in writing.

6.3. User Content Ownership. You retain all ownership rights in any User Content you submit, post, upload, or otherwise make available through the Service. Fabric does not claim ownership of your User Content. However, by making User Content available through the Service, you grant Fabric the license described in Section 6.4 below.

6.4. License to User Content. By submitting, posting, uploading, or otherwise making User Content available through the Service, you grant Fabric a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, adapt, modify, publicly display, publicly perform, transmit, and create derivative works from your User Content, in any media or distribution channel now known or hereafter developed, for any purpose related to the operation, promotion, or improvement of the Service, including without limitation making your User Content available to Clients, Partners, and other users. This license continues for the duration of your use of the Service and, to the extent technically necessary for Fabric's ongoing operations, for a reasonable period following the termination of your Account.

6.5. Your Representations Regarding User Content. By making any User Content available through the Service, you represent and warrant that: (a) you own or have obtained all rights, licenses, consents, and permissions necessary to grant the license in Section 6.4; (b) your User Content does not infringe, misappropriate, or otherwise violate any third-party intellectual property right, right of publicity, right of privacy, or any other applicable law or regulation; (c) your User Content does not contain any material that is unlawful, defamatory, obscene, harassing, threatening, or otherwise objectionable; and (d) your User Content does not contain any personally identifiable information of any third party without that party's express consent.

6.6. Your Responsibility for User Content. You are solely responsible for all User Content you make available through the Service. Fabric does not endorse, support, verify, or guarantee the accuracy, integrity, quality, or appropriateness of any User Content, and under no circumstances will Fabric be liable in any way for any User Content submitted by you or any other user.

6.7. Content Moderation. Fabric reserves the right, but assumes no obligation, to monitor, review, pre-screen, edit, refuse, move, or remove any User Content at any time and for any reason, in its sole discretion, including without limitation User Content that Fabric believes violates these Terms, any applicable Program Terms, or any applicable law. Fabric's exercise of or failure to exercise this right does not constitute an endorsement of any User Content and does not give rise to any liability on Fabric's part for User Content that remains available through the Service.

6.8. Reporting Objectionable Content. If you believe that any Content available through the Service violates these Terms, infringes your rights, or is otherwise objectionable, please report it to Fabric at help@fabric.space. Fabric will review reports in its sole discretion and reserves the right to take or decline to take any action it deems appropriate.

6.9. Public Nature of the Service. You acknowledge that the Service is a public platform and that any User Content you make available through the Service may be visible to other users and to the general public. You should have no expectation of privacy with respect to any User Content you submit to the Service. You are encouraged to exercise caution and judgment in determining what User Content you make available through the Service.

7. INTELLECTUAL PROPERTY & DMCA

7.1. Fabric's Intellectual Property. All trademarks, service marks, trade names, logos, and other brand identifiers displayed through the Service ("Marks") are the property of Fabric or their respective third-party owners. Nothing in these Terms grants you any right, license, or interest in any Mark. Any use of Fabric's Marks without the prior written consent of Fabric is strictly prohibited. The display of any third-party Mark through the Service does not constitute an endorsement of, or affiliation with, the owner of that Mark.

7.2. Copyright Policy. Fabric respects the intellectual property rights of others and expects users of the Service to do the same. It is Fabric's policy to respond to valid notices of claimed copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, and to terminate, in appropriate circumstances, the Accounts of users who are repeat infringers.

7.3. DMCA Notice of Claimed Infringement. If you believe in good faith that any Content available through the Service infringes a copyright you own or control, you may submit a written notice of claimed infringement to Fabric's designated Copyright Agent at the contact information set forth in Section 7.5. To be valid under the DMCA, your notice must include all of the following:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright claimed to have been infringed;

(b) identification of the copyrighted work or works claimed to have been infringed, or, if multiple works are covered by a single notice, a representative list of such works;

(c) identification of the material claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Fabric to locate the material on the Service, including the specific URL or other location where the material appears;

(d) your name, mailing address, telephone number, and email address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and

(f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

Incomplete or inaccurate notices may not receive a response. Fabric reserves the right to request additional information before processing any notice.

7.4. Counter-Notice. If you believe that Content you made available through the Service was removed or disabled as a result of a mistake or misidentification, you may submit a written counter-notice to Fabric's Copyright Agent at the contact information set forth in Section 7.5. To be valid, your counter-notice must include:

(a) your physical or electronic signature;

(b) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;

(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;

(d) your name, mailing address, and telephone number; and

(e) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or, if your address is outside of the United States, the federal district court for the District of Delaware, and that you will accept service of process from the person who submitted the original notice of claimed infringement or their agent.

Upon receipt of a valid counter-notice, Fabric will process it in accordance with the DMCA's procedures, which may include providing the counter-notice to the original complainant.

7.5. Copyright Agent. Fabric's designated Copyright Agent for receipt of notices of claimed infringement is:

Fabric Global, PBC

Attn: Legal Department

3501 Ocean View Blvd.

Glendale, CA 91208

Email: legal@fabric.space (Subject: DMCA Notice)

7.6. Repeat Infringer Policy. In accordance with the DMCA and Fabric's copyright policy, Fabric reserves the right to terminate, suspend, or restrict access to the Service for any user who is determined, in Fabric's sole discretion, to be a repeat infringer of third-party copyrights or other intellectual property rights.

7.7. Misrepresentation. You acknowledge that under 17 U.S.C. § 512(f), any person who knowingly and materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorneys' fees incurred by the alleged infringer, the copyright owner, or Fabric.

8. FEEDBACK

8.1. Submission of Feedback. Fabric welcomes comments, suggestions, and other communications regarding the Service. Any Feedback you submit to Fabric — whether through the Service, by email, or by any other means — is provided voluntarily and without any expectation of confidentiality, compensation, or attribution. You acknowledge that Fabric is under no obligation to review, respond to, or act upon any Feedback you submit.

8.2. Non-Confidentiality. Notwithstanding any other communication or course of dealing between you and Fabric, all Feedback is and shall be treated as non-confidential and non-proprietary with respect to you. You should not submit any Feedback that contains information you consider confidential or proprietary, or that you are not authorized to disclose.

8.3. Assignment of Rights. By submitting Feedback to Fabric, you hereby irrevocably assign to Fabric all right, title, and interest in and to such Feedback, including all intellectual property rights therein, worldwide and in perpetuity, free of charge and without any obligation of compensation, attribution, or accounting to you. To the extent any such assignment is not fully effective under applicable law, you hereby grant Fabric a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, publicly display, publicly perform, and create derivative works from such Feedback for any purpose, without restriction.

8.4. Use of Feedback. Fabric and its affiliates, Clients, and Partners may use any Feedback for any purpose whatsoever, including without limitation developing, manufacturing, marketing, and improving products and services, without any obligation to you. You waive any moral rights or similar rights you may have in any Feedback to the extent permitted by applicable law.

8.5. Accuracy of Feedback. You are solely responsible for the accuracy, completeness, and appropriateness of any Feedback you submit. You represent and warrant that your Feedback does not infringe the intellectual property rights or other rights of any third party, and that you have the full right and authority to make the assignment described in Section 8.3.

9. THIRD-PARTY SERVICES & LINKS

9.1. Third-Party Services Generally. The Service may integrate with, link to, or otherwise make available access to websites, applications, platforms, content, or services operated by third parties, including without limitation Partners, Clients, sponsors, payment processors, identity verification providers, social media platforms, and analytics providers (collectively, "Third-Party Services"). Fabric may use Third-Party Services in the operation and delivery of the Service, and certain features of the Service may require you to interact directly with Third-Party Services in order to function.

9.2. No Endorsement. The availability of any Third-Party Service through or in connection with the Service does not constitute an endorsement, sponsorship, recommendation, or approval by Fabric of such Third-Party Service or its operators, content, products, or practices. Fabric makes no representations or warranties of any kind regarding any Third-Party Service, including without limitation as to its accuracy, legality, reliability, quality, or fitness for any particular purpose.

9.3. Third-Party Terms. Your use of any Third-Party Service is governed solely by the terms of service, privacy policy, and other applicable agreements of the operator of that Third-Party Service, and not by these Terms. Fabric is not a party to any agreement between you and any third-party operator, and has no responsibility for the terms, privacy practices, data handling, or conduct of any Third-Party Service. You are solely responsible for reviewing and complying with any terms applicable to Third-Party Services you choose to use.

9.4. OAuth and Third-Party Authentication. Where the Service or an Activation requires or permits you to authenticate through a third-party OAuth or single sign-on flow, you acknowledge that: (a) your use of such authentication is subject to the applicable third party's terms of service and privacy policy; (b) Fabric may receive certain account information from the third-party authentication provider as permitted by your settings with that provider; and (c) Fabric is not responsible for the security, availability, or accuracy of any third-party authentication service. You are responsible for managing your authentication credentials and permissions with any third-party provider.

9.5. Third-Party Content. The Service may display or make available content originating from third parties, including without limitation news feeds, social media content, advertising, and user-generated content from external platforms. Such content is the sole responsibility of the party that originated it. Fabric does not control, verify, or endorse third-party content and is not liable for any loss or damage arising from your reliance on or interaction with any third-party content.

9.6. Interactions with Third Parties. Any interaction, transaction, or relationship you enter into with any third party identified through or accessed via the Service — including the purchase of goods or services, participation in promotions, or exchange of information — is solely between you and that third party. Fabric is not responsible for any loss or damage of any kind arising out of any such interaction, transaction, or relationship, and you agree that Fabric shall have no liability with respect thereto.

9.7. Termination of Third-Party Access. Fabric reserves the right to modify, suspend, or discontinue any integration with or access to any Third-Party Service at any time, with or without notice, and without liability to you.

10. PRIVACY & DATA

10.1. Privacy Policy. Fabric's collection, use, storage, sharing, and protection of personal information in connection with the Service is governed by Fabric's Privacy Policy, available at https://fabric.space/privacy, which is incorporated into these Terms by reference. By accessing or using the Service, you acknowledge that you have read and understood the Privacy Policy and consent to the collection and use of your information as described therein. In the event of any conflict between these Terms and the Privacy Policy with respect to the collection, use, or handling of personal information, the Privacy Policy shall control.

10.2. Cookies and Tracking Technologies. The Service uses cookies, web beacons, pixel tags, and other tracking technologies to operate and improve the Service, personalize your experience, analyze usage patterns, and deliver relevant content and advertising. By using the Service, you consent to the use of such technologies in accordance with Fabric's Privacy Policy and any cookie notice or preference mechanism made available through the Service. You may be able to control certain tracking technologies through your browser settings or device controls, but disabling certain technologies may affect the availability or functionality of portions of the Service.

10.3. Data Provided by You. You are responsible for the accuracy and completeness of any personal information you provide to Fabric through the Service, including Account registration information and any information submitted in connection with a Program or Activation. Fabric is not liable for any errors, omissions, or consequences arising from inaccurate or incomplete information you provide.

10.4. Data Collected Through Programs and Activations. Your participation in any Program or Activation may involve the collection, use, or sharing of personal information by Fabric, a Client, or a Partner, as described in the applicable Program Terms, Partner terms, or privacy policy. Where a Program or Activation is operated by or on behalf of a Client or Partner, that Client or Partner may independently collect and process your personal information subject to their own privacy policy, for which Fabric is not responsible. You are encouraged to review the applicable privacy disclosures before participating in any Program or Activation.

10.5. Data Security. Fabric implements reasonable technical and organizational measures designed to protect personal information against unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and Fabric cannot guarantee the absolute security of your information. You acknowledge and accept this inherent risk and agree that Fabric shall not be liable for any unauthorized access to or disclosure of your personal information that is beyond Fabric's reasonable control.

10.6. Data Retention. Fabric retains personal information for as long as necessary to fulfill the purposes for which it was collected, to operate and improve the Service, to comply with applicable legal obligations, and to resolve disputes or enforce Fabric's agreements. Upon termination of your Account, Fabric may retain certain information as required by law or as necessary for legitimate business purposes, as further described in the Privacy Policy.

10.7. Electronic Communications. By creating an Account or otherwise providing your contact information to Fabric, you consent to receive electronic communications from Fabric, including without limitation emails, push notifications, and in-app messages, relating to your Account, the Service, any Program or Activation in which you participate, and other matters relevant to your use of the Service. Electronic communications from Fabric satisfy any legal requirement that communications be made in writing. You may opt out of non-essential communications at any time by following the unsubscribe instructions included in any such communication or by updating your Account preferences, provided that Fabric reserves the right to send you communications that are required for the operation of your Account or the Service regardless of your communication preferences.

10.8. California Privacy Rights. To the extent you are a resident of the State of California, you may have additional rights with respect to your personal information under the California Consumer Privacy Act ("CCPA") and other applicable California law. These rights, and the means by which you may exercise them, are described in Fabric's Privacy Policy. Nothing in these Terms limits any rights you may have under applicable California privacy law.

10.9. Notice for California Residents. If you are a California resident, in accordance with California Civil Code § 1789.3, you may report complaints regarding the Service to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

11. GDPR & INTERNATIONAL DATA PRIVACY

11.1. Scope. This Section applies to you if you are located in the European Economic Area ("EEA"), the United Kingdom ("UK"), or Switzerland (collectively, "Covered Jurisdictions"), or if your personal information is otherwise subject to the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the UK GDPR as incorporated into UK law by the Data Protection Act 2018, or the Swiss Federal Act on Data Protection ("FADP"), as applicable. In the event of any conflict between this Section and any other provision of these Terms with respect to the processing of personal information of individuals in Covered Jurisdictions, this Section shall control.

11.2. Data Controller. For purposes of applicable data protection law, Fabric acts as the data controller with respect to personal information collected directly from you through the Service. Where a Program or Activation is operated on behalf of a Client or Partner, that Client or Partner may act as a separate and independent data controller with respect to personal information they collect directly, and Fabric may act as a data processor on behalf of such Client or Partner. The applicable roles and responsibilities will be described in the relevant Program Terms or Partner privacy policy.

11.3. Legal Bases for Processing. Fabric processes your personal information on the following legal bases, as applicable:

(a) Performance of a Contract — where processing is necessary to provide the Service, operate your Account, or fulfill obligations under any Program or Activation in which you participate;

(b) Legitimate Interests — where processing is necessary for Fabric's legitimate business interests, including without limitation operating and improving the Service, preventing fraud and abuse, and communicating with users about the Service, provided that such interests are not overridden by your rights and interests;

(c) Consent — where you have provided your express consent to specific processing activities, including without limitation the use of non-essential cookies and tracking technologies, and the receipt of marketing communications; and

(d) Legal Obligation — where processing is necessary for Fabric to comply with applicable law, regulation, or lawful governmental order.

11.4. Your Rights. Subject to applicable law and certain exceptions, if you are located in a Covered Jurisdiction you have the following rights with respect to your personal information:

(a) Right of Access — the right to request confirmation of whether Fabric processes your personal information and, if so, to obtain a copy of that information;

(b) Right to Rectification — the right to request correction of inaccurate or incomplete personal information Fabric holds about you;

(c) Right to Erasure — the right to request deletion of your personal information where it is no longer necessary for the purposes for which it was collected, or where you have withdrawn consent and no other legal basis for processing applies;

(d) Right to Restriction — the right to request that Fabric restrict the processing of your personal information in certain circumstances, including while a dispute regarding its accuracy is resolved;

(e) Right to Data Portability — the right to receive your personal information in a structured, commonly used, and machine-readable format, and to transmit that information to another controller, where processing is based on consent or contract and carried out by automated means;

(f) Right to Object — the right to object to processing of your personal information carried out on the basis of legitimate interests, including profiling, and the right to object at any time to processing for direct marketing purposes; and

(g) Right to Withdraw Consent — where processing is based on your consent, the right to withdraw that consent at any time without affecting the lawfulness of processing carried out prior to withdrawal.

To exercise any of the rights described in this Section, please contact Fabric at privacy@fabric.space. Fabric will respond to verified requests within the timeframes required by applicable law. Fabric reserves the right to verify your identity before processing any request and to decline requests that are unfounded, excessive, or not required under applicable law.

11.5. International Data Transfers. Fabric is based in the United States, and your personal information may be transferred to, stored in, and processed in the United States or other countries outside of your Covered Jurisdiction. Where Fabric transfers personal information from a Covered Jurisdiction to a country that has not been deemed to provide an adequate level of data protection, Fabric will implement appropriate safeguards as required by applicable law, which may include the use of Standard Contractual Clauses approved by the European Commission or other lawful transfer mechanisms. Further information about the safeguards Fabric uses for international data transfers is available upon request by contacting privacy@fabric.space.

11.6. Data Retention. Fabric retains personal information for no longer than is necessary for the purposes for which it was collected, taking into account applicable legal obligations, dispute resolution needs, and legitimate business interests. The specific retention periods applicable to different categories of personal information are described in Fabric's Privacy Policy.

11.7. Automated Decision-Making. Fabric does not make decisions about you that produce legal or similarly significant effects based solely on automated processing, including profiling, without human review, except where such processing is necessary for the performance of a contract with you, is authorized by applicable law, or is based on your explicit consent. Where automated decision-making of this nature is used, you have the right to request human review of the decision, to express your point of view, and to contest the decision by contacting Fabric at privacy@fabric.space.

11.8. Complaints. If you are located in a Covered Jurisdiction and believe that Fabric has processed your personal information in violation of applicable data protection law, you have the right to lodge a complaint with the supervisory authority in your jurisdiction. A list of EEA supervisory authorities is available at https://edpb.europa.eu. The UK supervisory authority is the Information Commissioner's Office, available at https://ico.org.uk. Fabric encourages you to contact Fabric directly at privacy@fabric.space before filing a complaint so that Fabric may have an opportunity to address your concerns.

12. DISCLAIMERS OF WARRANTIES

12.1. General Disclaimer. The Service, including all Fabric Content, Programs, Activations, and any Third-Party Services made available through or in connection with the Service, is provided on an "as is" and "as available" basis, without warranty of any kind. To the fullest extent permitted by applicable law, Fabric, its affiliates, licensors, Clients, and Partners, and each of their respective officers, directors, employees, agents, and representatives (collectively, the "Fabric Parties") expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including without limitation:

(a) any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement;

(b) any warranty arising from course of dealing, course of performance, or usage of trade;

(c) any warranty that the Service will be uninterrupted, timely, secure, or error-free;

(d) any warranty that defects or errors in the Service will be detected or corrected;

(e) any warranty that the Service or any server or system through which the Service is made available is free of viruses, malicious code, or other harmful components; and

(f) any warranty regarding the accuracy, reliability, completeness, currentness, or quality of any Content, including without limitation any Fabric Content, User Content, or content originating from any Third-Party Service.

12.2. No Warranty as to Third Parties. The Fabric Parties make no representations or warranties of any kind regarding any Third-Party Service, Partner, Client, or other third party accessible through or in connection with the Service, including without limitation as to the quality, accuracy, reliability, or legality of any products, services, content, or information provided by any such third party. Any reliance you place on representations made by third parties is at your sole risk.

12.3. No Warranty as to Programs and Activations. The Fabric Parties make no representations or warranties regarding the availability, continuity, prize fulfillment, or outcome of any Program or Activation. Fabric reserves the right to modify, suspend, or terminate any Program or Activation at any time in accordance with the applicable Program Terms. Participation in any Program or Activation is at your sole risk.

12.4. Assumption of Risk. You acknowledge and agree that your access to and use of the Service is undertaken entirely at your own risk. You assume full responsibility for all risks associated with your use of the Service, including without limitation any risks associated with the accuracy or completeness of Content, the conduct of other users, interactions with Third-Party Services, and the security of information transmitted through the Service.

12.5. California Residents. To the extent any implied warranty cannot be disclaimed under applicable California law, the duration of any such implied warranty is limited to the maximum extent permitted by law.

12.6. STATUTORY NOTICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FABRIC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE FABRIC PARTIES MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY PARTICULAR RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE FABRIC PARTIES' WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND SHORTEST DURATION PERMITTED BY APPLICABLE LAW.

13. LIMITATION OF LIABILITY

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13.1. Exclusion of Damages. To the fullest extent permitted by applicable law, the Fabric Parties shall not be liable to you or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind arising out of or in connection with your access to, use of, inability to use, or reliance on the Service, any Content, any Program or Activation, or any Third-Party Service, regardless of whether such damages were foreseeable and regardless of whether any Fabric Party has been advised of the possibility of such damages. The foregoing exclusion includes without limitation:

(a) loss of revenue, profits, business, data, goodwill, or anticipated savings;

(b) loss of or damage to reputation;

(c) loss of or damage to data, including without limitation any User Content;

(d) cost of procuring substitute goods, services, or technology;

(e) damages arising from the conduct of other users or third parties in connection with the Service; and

(f) damages arising from any unauthorized access to or alteration of your Account or User Content.

13.2. CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE FABRIC PARTIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, ANY PROGRAM OR ACTIVATION, OR ANY THIRD-PARTY SERVICE, REGARDLESS OF THE FORM OF ACTION AND WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO FABRIC, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

13.3. Basis of the Bargain. You acknowledge and agree that the disclaimers of warranties in Section 12 and the limitations of liability in this Section 13 reflect a reasonable and fair allocation of risk between you and Fabric, and that Fabric would not have entered into these Terms or made the Service available to you in the absence of such limitations. The limitations of liability set forth in this Section shall apply notwithstanding any failure of essential purpose of any limited remedy.

13.4. Essential Allocations. The exclusions and limitations of liability set forth in Sections 13.1 and 13.2 apply independently of each other. If any exclusion in Section 13.1 is found to be unenforceable, the cap in Section 13.2 shall nonetheless apply. If the cap in Section 13.2 is found to be unenforceable, the exclusions in Section 13.1 shall nonetheless apply.

13.5. Claims Arising from Moments, Programs and Activations. Without limiting the generality of Sections 13.1 and 13.2, the Fabric Parties shall not be liable for any claims arising from: (a) the modification, suspension, or termination of any Program or Activation; (b) the forfeiture or expiration of any Bolts, points, rewards, credits, or other program currency; (c) any failure of prize fulfillment, delivery, or redemption attributable to a Client, Partner, or third-party vendor; or (d) any eligibility determination made in accordance with applicable Program Terms.

13.6. Third-Party Claims. The Fabric Parties shall not be liable for any claims arising from your interactions with, or the acts or omissions of, any third party, including without limitation any Client, Partner, other user of the Service, or operator of any Third-Party Service, regardless of whether such third party was introduced to you through or in connection with the Service.

13.7. California Residents. To the extent applicable California law does not permit the exclusion or limitation of certain categories of damages, the Fabric Parties' liability for such damages is limited to the fullest extent permitted by applicable law. Nothing in these Terms limits any rights you may have under California Civil Code § 1542, which provides:

"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."

Except as required by applicable law, you hereby expressly waive all rights you may have under California Civil Code § 1542 and any similar law of any other jurisdiction with respect to claims relating to your use of the Service.

13.8. STATUTORY NOTICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FABRIC PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, ANY PROGRAM OR ACTIVATION, OR ANY THIRD-PARTY SERVICE, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH CLAIM IS BASED, AND EVEN IF ANY FABRIC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE FABRIC PARTIES TO YOU EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO FABRIC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. INDEMNIFICATION

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14.1. Your Indemnification Obligations. To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Fabric Parties from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees and court costs) arising out of or relating to:

(a) your access to or use of the Service, including any Program or Activation in which you participate;

(b) any User Content you submit, post, upload, transmit, or otherwise make available through the Service;

(c) your violation of any provision of these Terms, any Program Terms, or any applicable Partner terms;

(d) your violation of any applicable law, regulation, or governmental order;

(e) your violation or infringement of any third-party right, including without limitation any intellectual property right, right of publicity, right of privacy, or any other proprietary or personal right;

(f) any misrepresentation made by you in connection with the Service, any Program or Activation, or these Terms; or

(g) any dispute between you and any third party, including without limitation any Client, Partner, other user of the Service, or operator of any Third-Party Service, arising out of or in connection with your use of the Service.

14.2. Fabric's Right to Assume Control. Fabric reserves the right, at its own expense, to assume exclusive control of the defense and settlement of any matter for which you are obligated to indemnify the Fabric Parties under Section 14.1. You agree to cooperate fully with Fabric in connection with such defense, including without limitation by providing access to relevant information, documents, and personnel as reasonably requested by Fabric. You shall not settle any claim subject to indemnification under this Section without Fabric's prior written consent, which shall not be unreasonably withheld.

14.3. Notice of Claims. Fabric will use reasonable efforts to provide you with prompt written notice of any claim for which indemnification may be sought under this Section. However, Fabric's failure to provide timely notice shall not relieve you of your indemnification obligations except to the extent that such failure materially prejudices your ability to defend the claim.

14.4. No Limitation on Other Remedies. Your indemnification obligations under this Section are in addition to, and not in lieu of, any other rights or remedies available to Fabric at law or in equity. The existence of an indemnification obligation under this Section does not limit Fabric's right to seek injunctive or other equitable relief in connection with any actual or threatened breach of these Terms.

14.5. Survival. Your indemnification obligations under this Section shall survive the termination or expiration of these Terms and the termination or closure of your Account.

15. DISPUTE RESOLUTION

15.1. Informal Resolution. Before initiating any formal proceeding, you and Fabric agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Service, any Program or Activation, or any Third-Party Service accessible through the Service (each, a "Dispute") through informal negotiation. To initiate informal resolution, the party raising the Dispute must provide written notice to the other party describing the Dispute in reasonable detail and the relief sought ("Dispute Notice"). You must send your Dispute Notice to Fabric at legal@fabric.space. Fabric will send its Dispute Notice to the email address associated with your Account. The parties agree to negotiate in good faith for a period of thirty (30) days following delivery of a Dispute Notice (the "Negotiation Period"). Neither party may initiate formal proceedings until the Negotiation Period has expired, unless necessary to prevent irreparable harm or preserve a legal right.

15.2. Binding Arbitration. If a Dispute is not resolved through informal negotiation within the Negotiation Period, the Dispute shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable, in effect at the time the arbitration is initiated (the "AAA Rules"), except as modified by these Terms. The AAA Rules are available at www.adr.org. The decision of the arbitrator shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

15.3. Arbitration Procedures.

(a) Initiating Arbitration. To initiate arbitration, the party seeking arbitration must submit a written demand for arbitration to the AAA in accordance with the AAA Rules, and simultaneously deliver a copy of such demand to the other party. Your demand must be sent to Fabric at legal@fabric.space. Fabric's demand will be sent to the email address associated with your Account.

(b) Seat and Location. The seat of arbitration shall be the State of Delaware. Unless the parties agree otherwise in writing, any in-person arbitration hearing shall be conducted in Wilmington, Delaware, or at such other location as the parties may mutually agree.

(c) Arbitrator Selection. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA Rules. The arbitrator must be a licensed attorney or retired judge with experience in commercial disputes and, where applicable, internet or technology law.

(d) Language. The arbitration shall be conducted in the English language.

(e) Governing Law. The arbitrator shall apply the substantive law of the State of Delaware, without regard to its conflict of laws principles, except that the Federal Arbitration Act ("FAA"), 9 U.S.C. § 1 et seq., shall govern the interpretation, enforceability, and administration of this arbitration agreement.

(f) Discovery. Discovery in arbitration shall be limited to what is reasonably necessary to resolve the Dispute, as determined by the arbitrator in accordance with the AAA Rules. The arbitrator shall have authority to issue orders regarding the production of documents, written submissions, and other discovery, but shall not permit discovery that is disproportionate to the amount in controversy or the complexity of the Dispute.

(g) Award. The arbitrator may award any relief that would be available in a court of competent jurisdiction under applicable law, including monetary damages, declaratory relief, and injunctive relief limited to the parties to the arbitration. The arbitrator shall issue a written award explaining the basis for the decision. The award shall be final and binding and shall not be subject to appeal except on the grounds set forth in the FAA.

(h) Confidentiality. The arbitration proceedings, including all filings, evidence, testimony, and awards, shall be confidential, except as necessary to enforce an arbitration award or as required by applicable law.

15.4. Allocation of Costs. The costs of arbitration, including AAA administrative fees and the arbitrator's fees and expenses, shall be split equally between you and Fabric, except as otherwise required by the AAA Rules or applicable law. Each party shall bear its own attorneys' fees and costs in connection with any arbitration, unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award attorneys' fees and costs against the party responsible.

15.5. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FABRIC EACH AGREE THAT ANY DISPUTE SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR FABRIC SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING OF ANY KIND IN CONNECTION WITH ANY DISPUTE. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MULTIPLE INDIVIDUALS OR ENTITIES OR TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ARBITRATION AGREEMENT IN THIS SECTION SHALL NOT APPLY TO THAT DISPUTE, AND THE DISPUTE SHALL PROCEED IN COURT IN ACCORDANCE WITH SECTION 15.7.

15.6. Mass Arbitration. If twenty-five (25) or more similar Disputes are filed against Fabric within a ninety (90) day period by the same counsel or coordinated group of claimants (a "Mass Arbitration"), the parties agree that such Disputes shall be administered through the AAA's Mass Arbitration Supplementary Rules, if applicable, or as otherwise agreed by the parties in writing. Fabric reserves the right to elect, in its sole discretion, to have any Mass Arbitration resolved through a bellwether process in which a mutually agreed upon representative sample of Disputes is arbitrated first, with the results used to facilitate resolution of the remaining Disputes.

15.7. Governing Law and Courts. These Terms and any Dispute not subject to arbitration under this Section shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to the arbitration agreement in Section 15.2, you and Fabric each irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Delaware for the resolution of any Dispute not subject to arbitration, and you waive any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise.

15.8. Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FABRIC EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

15.9. Exceptions to Arbitration. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened: (a) infringement, misappropriation, or violation of a party's intellectual property rights; (b) unauthorized access to or use of the Service; or (c) any other irreparable harm for which monetary damages would be an inadequate remedy. The pursuit of emergency equitable relief shall not constitute a waiver of the right to arbitrate the underlying Dispute.

15.10. Limitations Period. To the fullest extent permitted by applicable law, any Dispute must be filed within one (1) year after the date on which the events giving rise to the Dispute first occurred, or such Dispute shall be permanently and irrevocably barred. You acknowledge that this limitations period may be shorter than the limitations period that would otherwise apply under applicable law, and you expressly waive any right to rely on a longer limitations period.

15.11. Severability. If any provision of this Section 15 is found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions of this Section shall continue in full force and effect, except as provided in Section 15.5 with respect to the class action waiver.

16. GENERAL PROVISIONS

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16.1. Entire Agreement. These Terms, together with the Privacy Policy and any applicable Program Terms, Partner terms, or other agreements incorporated herein by reference, constitute the entire agreement between you and Fabric with respect to your access to and use of the Service, and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations between the parties, whether written or oral, relating to the same subject matter. No prior drafts of these Terms shall be used in the interpretation or construction of the final Terms.

16.2. Severability. If any provision of these Terms is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving as closely as possible the original intent of the parties, or if such modification is not possible, such provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms, which shall remain in full force and effect.

16.3. Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of that right, power, or remedy, or the exercise of any other right, power, or remedy. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default of the same or any other provision.

16.4. Assignment. You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms, in whole or in part, without the prior written consent of Fabric. Any purported assignment in violation of this Section shall be null and void. Fabric may freely assign, transfer, or delegate any of its rights or obligations under these Terms, in whole or in part, without your consent, including without limitation in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Fabric's assets, or operation of law. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

16.5. Force Majeure. Fabric shall not be liable for any failure or delay in the performance of its obligations under these Terms or in connection with the Service to the extent such failure or delay is caused by circumstances beyond Fabric's reasonable control, including without limitation acts of God, natural disasters, pandemics or public health emergencies, war, terrorism, civil unrest, governmental actions or orders, labor disputes, power or utility failures, Internet outages or disruptions, failures of third-party service providers, or cyberattacks. In the event of a force majeure event, Fabric's obligations under these Terms shall be suspended for the duration of the event, and Fabric shall use commercially reasonable efforts to resume performance as soon as practicable.

16.6. No Agency or Partnership. Nothing in these Terms shall be construed to create any agency, partnership, joint venture, employment, or fiduciary relationship between you and Fabric. You are an independent party, and neither you nor Fabric has the authority to bind the other in any respect or to incur any obligation on the other's behalf.

16.7. No Third-Party Beneficiaries. These Terms are entered into solely between you and Fabric for your and Fabric's respective benefit. Except as expressly provided in these Terms with respect to the Fabric Parties in Sections 12, 13, and 14, nothing in these Terms shall create or be deemed to create any rights in any third party, and no third party shall have any right to enforce any provision of these Terms.

16.8. Notices. Unless otherwise specified in these Terms, all notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed delivered: (a) when sent by email to the address designated by the receiving party, provided that no bounce-back or delivery failure notification is received by the sender; or (b) when delivered by hand or sent by nationally recognized overnight courier to the address designated by the receiving party. Notices to Fabric shall be sent to legal@fabric.space or, for formal legal notices, to:

Fabric Global, PBC

Attn: Legal Department

3501 Ocean View Blvd.

Glendale, CA 91208

Notices to you shall be sent to the email address associated with your Account. You are responsible for keeping your Account email address current and accurate.

16.9. Headings. The section headings used in these Terms are for convenience of reference only and shall have no legal effect on the interpretation or construction of these Terms.

16.10. Construction. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party causing these Terms to be drafted. The terms "include," "includes," and "including" as used in these Terms shall be deemed to be followed by the phrase "without limitation." References to "days" mean calendar days unless otherwise specified.

16.11. Counterparts and Electronic Acceptance. These Terms may be accepted electronically, including by clicking an "I agree" button, checking a box, or by accessing or using the Service, and such electronic acceptance shall have the same legal force and effect as a written signature. You agree that Fabric may rely on your electronic acceptance as conclusive evidence of your agreement to these Terms.

16.12. Export Controls. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; and (b) you are not listed on any U.S. government list of prohibited or restricted parties, including without limitation the Treasury Department's list of Specially Designated Nationals or the Commerce Department's Entity List. You agree to comply with all applicable U.S. and international export control laws and regulations in connection with your use of the Service.

16.13. Relationship to Program Terms. Where you participate in any Program or Activation, the applicable Program Terms or Partner terms govern that participation and are incorporated into these Terms by reference. In the event of a conflict between these Terms and any Program Terms or Partner terms, the order of precedence shall be: (a) applicable law; (b) Program Terms or Partner terms, solely with respect to the applicable Program or Activation; and (c) these Terms.

17. CHANGES TO THESE TERMS

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17.1. Right to Modify. Fabric reserves the right to modify, amend, update, or replace these Terms at any time and for any reason, in its sole discretion. Fabric may also modify, suspend, discontinue, or restructure any aspect of the Service, any Program, or any Activation at any time, subject to any obligations set forth in applicable Program Terms.

17.2. Notice of Material Changes. Where Fabric determines, in its reasonable judgment, that a modification to these Terms constitutes a material change, Fabric will use commercially reasonable efforts to provide advance notice of such change by one or more of the following methods:

(a) posting a prominent notice on the Service or within your Account dashboard;

(b) sending a notification to the email address associated with your Account; or

(c) displaying an in-app or in-platform alert requiring your acknowledgment before continued use of the Service.

For purposes of this Section, a "material change" includes without limitation any modification to the arbitration agreement in Section 15, the class action waiver in Section 15.5, the limitation of liability in Section 13, or any change that materially affects your legal rights or obligations under these Terms.

17.3. Non-Material Changes. Modifications that Fabric determines, in its reasonable judgment, do not constitute material changes — including without limitation corrections of typographical errors, clarifications of existing provisions, updates to contact information, and additions of new features or services consistent with the existing scope of the Service — may be made without advance notice and shall become effective upon posting to the Service.

17.4. Effective Date. All modifications to these Terms shall become effective upon the earlier of: (a) the date on which Fabric posts the revised Terms to the Service; or (b) the date specified in any notice of material change provided to you, which shall be no less than thirty (30) days following delivery of such notice for material changes, unless a shorter period is required by applicable law or necessary to address an urgent security, legal, or operational issue.

17.5. Continued Use as Acceptance. Your continued access to or use of the Service following the effective date of any modification to these Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Service and may close your Account in accordance with Section 3.5 prior to the effective date of the modification.

17.6. Arbitration Opt-Out for Material Changes. If Fabric makes a material change to the arbitration agreement in Section 15 or the class action waiver in Section 15.5, you may opt out of the modified arbitration provisions by providing written notice to Fabric at legal@fabric.space within thirty (30) days of the effective date of such change. Your opt-out notice must include your full name, the email address associated with your Account, and a statement that you are opting out of the modified arbitration provisions. If you timely opt out, the arbitration provisions as they existed immediately prior to the material change shall continue to govern any Dispute between you and Fabric, and all other provisions of the modified Terms shall apply to you. Your opt-out of modified arbitration provisions does not affect any other provision of these Terms.

17.7. Version History. Fabric will maintain a record of prior versions of these Terms and make such versions available upon reasonable written request to legal@fabric.space. The "Last Updated" date at the top of these Terms reflects the date on which the most recent modification became effective.

18. CONTACT INFORMATION

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18.1. General Inquiries. For general questions, comments, or support requests regarding the Service, please contact Fabric at:

Fabric Global, PBC

Attn: Customer Support

3501 Ocean View Blvd.

Glendale, CA 91208

18.2. Legal Notices. All formal legal notices, demands, or correspondence required or permitted under these Terms shall be directed to Fabric's legal department at:

Fabric Global, PBC

Attn: Legal Department

3501 Ocean View Blvd.

Glendale, CA 91208

Legal notices shall be deemed delivered in accordance with Section 16.8. Notices sent to the general support address shall not constitute valid legal notice under these Terms.

18.3. Privacy Inquiries. For questions, requests, or concerns regarding Fabric's privacy practices, the Privacy Policy, or the exercise of any data subject rights under Section 11, please contact Fabric's privacy team at:

Fabric Global, PBC

Attn: Privacy Team

3501 Ocean View Blvd.

Glendale, CA 91208

18.4. DMCA and Copyright Notices. All notices of claimed copyright infringement and counter-notices submitted pursuant to Section 7 must be directed to Fabric's designated Copyright Agent at:

Fabric Global, PBC

Attn: Privacy Team

3501 Ocean View Blvd.

Glendale, CA 91208

Notices submitted to any address or email other than those designated above shall not constitute valid DMCA notice under 17 U.S.C. § 512 and may not receive a response.

18.5. Dispute Notices. All Dispute Notices submitted pursuant to Section 15.1 must be directed to:

Fabric Global, PBC

Attn: Legal Department

3501 Ocean View Blvd.

Glendale, CA 91208

Dispute Notices submitted to any address or email other than those designated above shall not be deemed valid under Section 15.1 and shall not trigger the commencement of the Negotiation Period.

18.6. Accessibility. Fabric is committed to making the Service accessible to all users. If you experience any difficulty accessing the Service or any Content due to a disability or other accessibility need, or if you have suggestions for improving the accessibility of the Service, please contact us at:

Email: support@fabric.space

Subject Line: Accessibility Request

18.7. California Residents. In accordance with California Civil Code § 1789.3, California residents may report complaints regarding the Service to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.8. Updates to Contact Information. Fabric may update the contact information set forth in this Section from time to time. The most current contact information will always be available on the Service at https://fabric.space/terms. You are encouraged to check this Section periodically to ensure that any notices or correspondence you direct to Fabric reach the correct recipient.