Early Access Program — Terms of Service

These Terms are an agreement between The Fabric LLC (“fabric”) and the organization applying to the Data Vendor Early Access Program (“Vendor”). By applying, you accept these Terms and represent you’re authorized to do so for your organization. The Program lets fabric evaluate Vendor datasets for potential future licensing to fabric’s customers.

Participation creates no obligation to enter any commercial deal, and no compensation is owed for participation or evaluation. Any commercial licensing requires a separate definitive agreement — these Terms grant fabric no right to commercialize, sublicense, or train models on Vendor data. Either party may withdraw anytime by written notice.

Application information must be accurate and must contain descriptions only — no personal data or raw data files. We use it solely to evaluate participation and communicate with you, sharing it only with advisors and service providers under confidentiality, or as required by law.

• Samples are exchanged only after a mutual NDA (and, where personal data may be involved, a data-handling addendum).
• Vendor grants fabric a limited, non-exclusive, revocable license to analyze Samples solely to evaluate quality, provenance, and commercial suitability. No model training, no sale, no disclosure to customers except under confidentiality disclosed to Vendor in advance.
• Samples must be de-identified before transfer unless agreed otherwise in writing.
• fabric deletes Samples within 30 days of request or of Program exit, and confirms deletion on request, except where retention is legally required.

Vendor represents and warrants that: (a) it owns the data or controls it under agreements permitting disclosure and commercial licensing negotiations; (b) the data was collected and is held lawfully, including all applicable data protection, privacy, and sector-specific laws in the jurisdictions where the data was collected; (c) where personal data is involved, a lawful basis exists and consent records are documented and retrievable; (d) participation violates no third-party right or agreement, including exclusivity or confidentiality obligations; and (e) all information provided is accurate in all material respects.

Each party keeps the other’s non-public information confidential, uses it only for the Program, and protects it with reasonable care. This survives 3 years after Program exit — indefinitely for Samples containing personal data or trade secrets. An executed NDA controls over this section if they conflict.

Vendor retains all rights in its data. fabric retains all rights in the Program, its methodologies, and its analyses (excluding Vendor’s underlying data). Feedback may be used without restriction. Neither party makes public announcements about the Program without the other’s written consent; fabric may describe Vendor data to prospective customers in anonymized, aggregate terms without naming Vendor.

These Terms run from application until a definitive agreement replaces them, either party withdraws, or fabric ends the Program. Sections 04–07 and 09–10 survive.

Vendor will defend and indemnify fabric against third-party claims arising from Vendor’s breach of Section 05 or from claims that Vendor’s data infringes third-party rights or was collected or disclosed unlawfully.

THE PROGRAM IS PROVIDED “AS IS,” WITH ALL OTHER WARRANTIES DISCLAIMED. NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS. Except for breaches of Sections 05, 06, or 09, each party’s total liability is capped at USD 1,000.

Governed by the laws of the State of Delaware; disputes resolved exclusively by binding arbitration under AAA rules. The parties are independent contractors. No assignment without consent, except to an affiliate or in a merger or asset sale. fabric may update these Terms for future cohorts; active participants get notice and may withdraw. These Terms plus any NDA and data-handling addendum are the entire agreement on this subject.

karan@thefabric.ai · 106 Bandol Court, San Ramon, CA 94582, United States