Terms & Conditions
Welcome to FabricLoop! By accessing or using our app, website, and services (collectively, the "Services"), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you may not access or use our Services.
1. Acceptance of Terms
1.1 By creating an account, accessing, or using the Services, you agree to these Terms and any policies incorporated by reference, including our Privacy Policy.
1.2 If you are using the Services on behalf of an organization ("Customer"), you represent that you have the authority to bind that organization to these Terms, and "you" refers to that organization.
1.3 These Terms constitute a binding legal agreement between the Customer and FabricLoop.
2. Changes to Terms
2.1 FabricLoop may update these Terms. For material changes, we will provide at least 30 days' notice by email or in-app notification before the changes take effect.
2.2 Your continued use of the Services after the notice period constitutes acceptance of the revised Terms. If you do not agree, you may terminate your subscription before the effective date.
3. Account Registration and Responsibilities
3.1 Account Creation: To access the Services, you must create an account and provide accurate, complete, and current information.
3.2 Account Security: You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately of any unauthorized access.
3.3 Eligibility: The Services are intended for business use by individuals aged 18 and over. Use of the Services by minors is not permitted.
3.4 Administrators: Customer designates one or more administrators who manage user access. Customer is responsible for its users' compliance with these Terms.
4. Use of Services
4.1 License: FabricLoop grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the subscription term for Customer's internal business purposes.
4.2 Restrictions: Customer agrees not to: (a) use the Services for unlawful purposes; (b) reverse-engineer, decompile, or create derivative works; (c) resell, sublicense, or make the Services available to third parties other than authorized users; (d) attempt unauthorized access to any part of the Services.
4.3 Customer Data Ownership: Customer retains all rights, title, and interest in the data it inputs or uploads to the Services ("Customer Data"). FabricLoop has no ownership rights in Customer Data. Customer grants FabricLoop a limited license to host, store, transmit, and process Customer Data solely to provide the Services.
4.4 FabricLoop will not access Customer Data except (a) as necessary to provide and support the Services, (b) as required by law, or (c) with Customer's consent.
5. Data Protection
5.1 Each party agrees to comply with applicable data protection laws in connection with the Services.
5.2 To the extent FabricLoop processes personal data contained in Customer Data on behalf of Customer, FabricLoop does so as a data processor (or "service provider" under CCPA) and Customer is the data controller.
5.3 Upon request, FabricLoop will enter into a Data Processing Agreement (DPA) with Customer incorporating Standard Contractual Clauses for transfers of personal data from the EEA, UK, or Switzerland. To request a DPA, email dpo@fabricloop.com.
5.4 FabricLoop will assist Customer in fulfilling data subject rights requests (access, deletion, portability, correction) received by Customer in relation to personal data in Customer Data, to the extent technically feasible.
5.5 FabricLoop will notify Customer without undue delay (and within 72 hours where feasible) upon becoming aware of a personal data breach affecting Customer Data.
6. User Conduct
6.1 Customer and its users agree not to: harass, abuse, or harm other users; impersonate any person or organization; upload malicious code; use the Services to send unsolicited communications; or violate any applicable law.
7. Paid Services and Billing
7.1 Fees: Customer agrees to pay all fees for the selected subscription plan. Fees are stated exclusive of taxes, which are Customer's responsibility.
7.2 Billing: Subscriptions are billed in advance on a monthly or annual basis. Failure to pay may result in suspension of the Services.
7.3 Refunds: Fees are non-refundable except as required by applicable law or as expressly stated in a signed order form.
7.4 Changes: FabricLoop will provide at least 30 days' notice before increasing subscription fees. Fee increases take effect at the next renewal.
8. Intellectual Property
8.1 FabricLoop IP: All intellectual property rights in the Services — including software, trademarks, and logos — are owned by FabricLoop or its licensors. No rights are granted except as expressly stated in these Terms.
8.2 Customer IP: All intellectual property rights in Customer Data remain with Customer.
8.3 Feedback: By submitting suggestions or feedback, Customer grants FabricLoop a perpetual, royalty-free license to use such feedback to improve the Services.
8.4 Aggregated Data: FabricLoop may use anonymized, aggregated, de-identified data derived from Customer's use of the Services for product improvement and analytics, provided such data cannot reasonably be used to identify Customer or any individual.
9. Third-Party Integrations
9.1 The Services may integrate with third-party applications. FabricLoop is not responsible for the availability, accuracy, or practices of third-party services. Your use of third-party integrations is governed by the respective third-party terms.
10. Privacy
10.1 FabricLoop's collection and use of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.
11. Confidentiality
11.1 Each party ("Receiving Party") agrees to keep confidential any non-public information of the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature.
11.2 The Receiving Party will use confidential information only to exercise rights or perform obligations under these Terms, and will protect it with at least the same care it uses for its own confidential information.
11.3 Exceptions apply to information that is publicly known, independently developed, or required to be disclosed by law.
12. Disclaimers
12.1 The Services are provided "as is" and "as available." FabricLoop disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
12.2 FabricLoop does not warrant that the Services will be uninterrupted, error-free, or free of harmful components.
13. Limitation of Liability
13.1 To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, profits, or data.
13.2 FabricLoop's total aggregate liability to Customer for any claims arising under or related to these Terms will not exceed the fees paid by Customer in the 12 months preceding the event giving rise to the claim.
13.3 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited under applicable law.
14. Indemnification
14.1 Customer agrees to indemnify, defend, and hold FabricLoop harmless from any third-party claims, damages, or expenses (including reasonable legal fees) arising from: (a) Customer's use of the Services in violation of these Terms; (b) Customer Data infringing any third-party intellectual property or privacy rights; or (c) Customer's violation of applicable law.
15. Term and Termination
15.1 Term: These Terms remain in effect for the duration of Customer's subscription and any renewals.
15.2 Termination for Convenience: Either party may terminate by providing 30 days' written notice. Fees paid for the current billing period are non-refundable.
15.3 Termination for Cause: Either party may terminate immediately if the other materially breaches these Terms and fails to cure the breach within 30 days of written notice.
15.4 Effect of Termination: Upon termination, Customer's access to the Services will cease. FabricLoop will make Customer Data available for export for 30 days after termination. After 30 days, FabricLoop will delete Customer Data and confirm deletion in writing upon request. Backup copies will be purged within 90 days.
15.5 Survival: Sections on Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law survive termination.
16. Governing Law and Dispute Resolution
16.1 Governing Law: These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Dispute Resolution: The parties will attempt to resolve disputes informally. If informal resolution fails, disputes will be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in English. Each party bears its own costs unless the arbitrator awards otherwise.
16.3 Class Action Waiver: Disputes will be resolved on an individual basis. Neither party may bring a class or representative action.
16.4 Exception: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for intellectual property or confidentiality matters without first pursuing arbitration.
16.5 EU / UK Customers: If Customer is located in the European Union or United Kingdom and has entered into a DPA with FabricLoop, disputes relating exclusively to data processing under that DPA are subject to the governing law and jurisdiction specified therein.
17. Miscellaneous
17.1 Entire Agreement: These Terms, the Privacy Policy, any signed order forms, and any executed DPA constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.
17.2 Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
17.3 Waiver: Failure to enforce any provision is not a waiver of future enforcement rights.
17.4 Assignment: Customer may not assign these Terms without FabricLoop's prior written consent. FabricLoop may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
17.5 Notices: Legal notices to FabricLoop must be sent to legal@fabricloop.com. Notices to Customer will be sent to the email address on the account.
For general questions about these Terms, contact us at: support@fabricloop.com