General Terms

v. May 2025

These General Terms apply to all of Customer’s Orders under this Agreement. Each Order together with these General Terms shall form a separate Agreement. Capitalized terms have the meanings given under Definitions below.

If you purchase Fable Services under a Partner agreement, these terms do not apply to you and your use of Fable is instead governed by your Partner licensing agreement in respect of Fable Services.

1. License to use Fable Services

1.1. License grant. Services are licensed and not sold. Subject to Customer’s compliance with this Agreement, Fable grants to Customer a nonexclusive and limited license to use the Services ordered as provided in this Agreement. The licenses are only for Customer’s internal business purposes and are non-transferable except as expressly permitted under this Agreement or applicable law.

1.2. Duration of licenses and renewal. Unless otherwise specified in an Order, licenses take effect for an initial Subscription Term and renew automatically for a similar Subscription Term, until either party gives 60 days prior written notice before the end of the then-current Subscription Term, following which they shall expire at the end of such Subscription Term

1.3. Accounts. Customer may assign each Subscription License to one End User for use or access on any number of devices. Customer may not reassign a Subscription License to another End User, except where End User’s relationship with Customer ends or End User goes on leave. End User accounts may not be shared.

1.4. End Users. Customer controls access to and use of the Services by End Users. Customer is responsible for its End Users’ use.

1.5. Previews. To the extent Customer uses any Services under a Preview, the Preview Terms apply.

1.6. Service changes. Fable has the right to make changes to the Services if such changes do not materially lessen the Service’s functionality. Fable may provide additional terms that apply to Customer’s use of updates, new features, or related software.

1.7. Affiliates. Customer’s Affiliates may use the Services under this Agreement, subject to entering their own Order. Customer is responsible for its Affiliates’ use, and Customer has the sole right to enforce this Agreement.

1.8. Compliance with laws. Customer’s use of the Services must not breach any applicable laws, including copyright or trademark laws, export control laws and regulations, including ones specific to its jurisdiction.

1.9. Reservation of rights. Services are protected by copyright and other intellectual property laws and international treaties. Fable reserves all rights not expressly granted in this Agreement, and no rights are granted or implied by waiver or estoppel.

1.10. Feedback. Feedback by Customer is optional and voluntary. Feedback may be used by Fable for any purpose without obligation of any kind as long as the Customer’s confidential information remains confidential.

1.11. Restrictions. Unless expressly permitted in this Agreement or by law, Customer may not:

a) reverse engineer, decompile, or disassemble any Service, or try to do so;

b) install, use, or distribute other software or technology in any way that makes Fable’s intellectual property or technology subject to any other license terms;

c) use the Services to re-identify or make any direct contact with, recruit, solicit or target any individual de-identified in the Services;

d) work around technical limitations in a Service or restrictions in Service documentation; or

e) sell, rent, lease, sublicense, distribute or lend any Service to others, in whole or in part, permit or facilitate access to, or host Services for use by, others.

2. Data Protection

2.1. Personal Data. Customer and Fable will comply with applicable data protection laws.

2.2. Data protection terms. When using Fable’s Services, the Privacy Policy applies when Fable acts as a data Controller, and the Data Processing Agreement applies when Fable acts as a data Processor.

2.3. No Personal Data. The parties do not intend for any personal data (as defined in applicable data protection laws) to be processed in relation to the Services (other than limited and basic business contact details of each party’s representatives which shall be processed in accordance with applicable data protection laws). Customer agrees that where the Services inadvertently contain personal data, it will notify Fable without undue delay and will promptly delete such personal data.

3. Confidentiality

3.1. Existing NDA applies. If the parties already have a separate non-disclosure agreement, either directly between them or as part of a Partner non-disclosure agreement that includes “Affiliates” within its scope, this Section 4 does not apply, and the terms of that existing non-disclosure agreement apply instead.

3.2. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information. A party will only use the other party’s Confidential Information as part of the parties’ business relationship. Neither party will disclose Confidential Information to third parties. A party may only share Confidential Information with a party’s Representatives on a need-to-know basis, under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives. A party must promptly notify the other party if it discovers any unauthorized use or disclosure.

3.3. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) so that the other party can seek a protective order.

3.4. Residual information. Neither party is required to restrict its Representatives in other work assignments if they have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective Services does not create liability under this Agreement or trade secret law.

3.5. Duration of confidentiality obligation. These confidentiality obligations apply (a) for Customer Data, until it is deleted from the Services; (b) for Fable Data, until it is returned or destroyed by Customer; and (b) for all other Confidential Information, for a period of five (5) years after a party receives the Confidential Information or this Agreement ends, whichever is later.

4. Warranties

4.1. Limited warranties and remedies.

a) Services. Fable warrants that the Service will perform substantially as described in the applicable Service documentation during Customer’s use. If the Service does not, and Customer notifies Fable within the Subscription Term, Fable will at its option (i) return the price Customer paid for the license or (ii) repair or replace the Service.

The remedies above are Customer’s sole remedies for breach of the warranties. Customer waives any warranty claims not made during the Subscription Term.

4.2. Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to Previews.

4.3. Disclaimer. Except for the limited warranties above and subject to applicable law, Fable provides no other warranties. To the maximum extent allowed by law, Fable disclaims all other express, implied, or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose.

5. Third-party claims

5.1. The parties will defend each other against third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defence and any settlement of it.

5.2. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will then reimburse the other party for reasonable out-of-pocket expenses it incurs in providing such assistance.

5.3. This section describes the parties’ sole remedies and entire liability for such claims, subject to the limitations set out in Section 7 (Limitation of liability).

a) By Fable. Fable will defend Customer against any third-party claim that a Service made available by Fable for a fee and used within the scope of this Agreement (unmodified as provided by Fable and not combined with anything else), misappropriated a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third-party. If Fable is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Service with a functional equivalent or (2) terminate Customer’s license and refund any license fees, including amounts paid in advance for any usage period after the termination date. Fable will not be liable for any claims or damages due to Customer’s continued use of a Service after being notified to stop due to a third-party claim.

b) By Customer. To the extent permitted by applicable law, Customer will defend Fable against any third-party claim that: (1) any Customer Data misappropriated a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third-party; or (2) Customer’s use of any Service, alone or in combination with anything else, breaches the law or harms a third-party.

6. Limitation of liability

6.1. General. To the extent permitted by applicable law, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the following:

a) Services. For any subscribed Service, the amount Customer paid for the Service during the 12 months before the incident giving rise to a claim.

b) Previews. For Previews, as set out in the Preview Terms.

6.2. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.

6.3. Exceptions. No limitation or exclusions will apply to liability arising out of:

a) claims of (1) bodily injury and death or (2) gross negligence or wilful misconduct; or

b) either party’s (1) confidentiality obligations; (2) obligations in Section 5 (Third-party claims) above; or (3) breaches of the other party’s intellectual property rights.

7. Pricing and payment

7.1. Fees. Unless otherwise agreed in the Order, in respect of a subscribed Service, Customer agrees to pay: (a) for volume-based billing, in full, up front and (b) for metered billing, when invoiced. Customer agrees to pay in full within thirty (30) days of the invoice date. Amounts payable are non-refundable, except as stated in this Agreement. If billed based on usage, Fable will invoice according to the billing model described in the Order or applicable Service documentation.

7.2. Late payment. If Customer fails to pay fees on time, Fable has the right to charge 2% monthly interest on past due amounts as allowed by law. Fable also has the right to charge Customer for all expenses of recovery, to terminate the applicable order, turn off access and to take any other action at law.

7.3. Taxes. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Fable’s net income) that are imposed or become due in connection with this Agreement. Unless otherwise specified in the Order, all fees, rates, and estimates exclude such taxes, fees, duties and governmental assessments.

7.4. Purchase Order. If Customer uses a purchase order or similar system (“PO”), it must issue a PO upon execution of the Agreement, any renewal, and any future expansion. Any delay or failure in issuing a PO will not relieve Customer of its payment obligations under the Agreement.

7.5. Renewal Uplift. Pricing for renewals may increase by ten (10%) percent.

8. Term and termination

8.1. Term. This Agreement is effective until terminated by a party, as described below.

8.2. Termination without cause. Either party may terminate this Agreement without cause on 90 days written notice. Licenses granted on a subscription basis will continue for the duration of the Subscription Term, subject to the terms of this Agreement.

8.3. Termination for cause. Without limiting other remedies, either party may terminate this Agreement for material breach immediately if the other party fails to cure a curable breach within a 30-day notice period. Upon such termination:

a) all licenses granted under this Agreement will terminate immediately.

b) all amounts due under any unpaid invoices will become due and payable immediately.

c) if Fable is in breach, Customer will be reimbursed for any prepaid, unused subscription fees.

8.4. Termination for regulatory reasons. Fable may modify, discontinue, or terminate a Service in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for Fable to continue offering the Service without modification; or (3) causes Fable to believe these terms or the Service may conflict with any such regulation, obligation, or requirement. If Fable terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a reimbursement for any prepaid, unused subscription fees.

8.5. Effect of Termination. Unless expressly permitted in this Agreement or by law, within 30 days after termination of this Agreement, Customer shall return or destroy all confidential information including any data provided to it by Fable as part of the subscribed Service and, upon request, provide written confirmation to Fable (email will suffice).

9. Miscellaneous

9.1. Independent contractors. The parties are independent contractors. Customer and Fable may develop Services independently without using the other’s Confidential Information.

9.2. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties and supersedes all prior agreements relating to its subject matter. Any additional or conflicting terms and conditions presented by Customer when an Order is placed are expressly rejected and will not apply.

9.3. Amendments. The Agreement may only be amended in writing signed by authorised representatives of each party.

9.4. Order of precedence. Conflicting terms in the Order or Data Processing Agreement take precedence over these General Terms as to the applicable Services. These General Terms will take precedence over any conflicting terms in other documents.

9.5. Assignment. Either party may, by written notice to the other party, assign this Agreement to an Affiliate only if it would not result in an impairment of the other party’s rights under this Agreement. Fable may also assign its rights to receive payment and enforce Customer’s payment obligations. Any other assignment of this Agreement must be approved by the other party in writing. Such notification to Fable shall be made to the account manager at Fable with a copy to legal@fabledata.com. Any attempted assignment without required approval will be void.

9.6. Compliance with trade laws. The Services may be subject to U.S. and other countries’ export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Services, including, but not limited to, the U.S. Export Administration Regulations, International Traffic in Arms Regulations, and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“trade laws”). Customer will not take any action that causes Fable to breach U.S. or other applicable trade laws. If Customer learns of a potential breach of trade laws relating to the performance of this Agreement, it will alert Fable promptly. Fable may suspend or terminate this Agreement to the extent that it reasonably concludes that performance would cause it to breach U.S. or other applicable trade laws, including those described above, or put it at risk of becoming the subject of economic sanctions under such trade laws.

9.7. Anti-Bribery and Corruption. Each party acknowledges that, in connection with this Agreement, it has not received or been offered any illegal or improper bribe, kickback, payment, gift, hospitality or thing of value from any of the other’s employees or agents, but excluding permitted reasonable gifts and entertainment provided in the ordinary course of business which do not breach applicable laws and a party will promptly notify the other if it learns of any breach of this provision.

9.8. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

9.9. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

9.10. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

9.11. Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.

9.12. Notices. Notices to Fable may be submitted via email to legal@fabledata.com. If Customer wishes to formally service notice on Fable, it must do so through Fable’s registered agent:

Fable Data Limited Unit 309-310, Metal Box Factory 30 Great Guildford Street, London, England, SE1 0HS

Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Customer shall ensure its contact for notices is up to date during each renewal. Fable may send notices and other information to Customer by email or other electronic form.

9.13. Collaboration partners and publicity. Customer agrees to Fable sharing Customer’s name with Fable’s collaboration partners, subject to appropriate confidentiality provisions. Further, and provided that a party complies with any trademark usage requirements notified to it by the other party, each party may refer to the other party as a customer (for Fable) and a vendor (for Customer) and use the other party’s logo as part of such reference. Upon execution of the Agreement, Fable may either (i) issue a press release announcing the relationship between Fable and Customer, or (ii) submit a joint press release to Customer for Customer’s approval, such approval not to be unreasonably withheld or delayed. Customer agrees to be a reference account for Fable, provided however that Fable will provide Customer with reasonable notice and obtain Customer’s consent before scheduling any reference calls.

9.14. Applicable law and venue. This Agreement including non-contractual disputes will be governed by and construed in accordance with the laws of England and Wales. Any legal action or proceeding will be brought exclusively in the courts located in London.

9.15. Fable Affiliates and contractors. Fable may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain Services. Fable remains responsible for their performance.

10. Definitions

“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party. In this context control means ownership of more than a 50% interest in an entity.

“Confidential Information” means non-public information in any form that is marked as “confidential” or that a reasonable person should understand is confidential:

(a) including, but not limited to:

(1) Customer Data,

(2) the terms of this Agreement, and

(3) Customer’s account authentication credentials;

(b) excluding information that:

(1) becomes publicly available without a breach of a confidentiality obligation;

(2) was received lawfully from another source without a confidentiality obligation;

(3) is independently developed; or

(4) is Feedback.”

“Controller” has the meaning provided in Article 4 of the GDPR, regardless of whether the GDPR applies.

“Customer” means the entity listed on the Order that has entered into this Agreement.

“Customer Data” means Data that Customer creates, owns, or to which Customer holds the rights.

“Data” means text, data, software, images and any other materials that are displayed or otherwise made available through the Service.

“Data Processing Agreement” means the Fable Data Processing Agreement available at https://fabledata.com/legal/dpa, unless Customer and Fable have entered into a separate written agreement governing such processing.

“End User” means any person or machine account that Customer permits to use a Service or access Customer Data.

“Feedback” means a comment or suggestion volunteered by a party about the other party’s business, products or services.

“Fable” means Fable Data Limited.

“Fable Data” means Data that Fable creates, owns, or to which Fable holds the rights.

“Fair Use Limits” means the limitations applicable to Customer’s use of the Services, as set out in the Order.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

“Non-Fable Application” means a web-based, offline, mobile, or other software application functionality that is provided by Customer or a third party and interoperates with the Services.

“Order” means the method by which Customer obtains its license to use a Service, including by order form.

“Partner” means a distributor, reseller, managed service provider, marketplace or similarly licensed provider offering Fable Services.

“Previews” means generally available Services provided for preview, evaluation, demonstration, or trial purposes, as well as early access, technical preview, or other pre-release versions of the Services.

“Preview Terms” means the Fable Preview Terms available at https://fabledata.com/legal/preview-terms.

“Privacy Policy” means the Fable Privacy Policy available at https://fabledata.com/privacy-policy.

“Processor” has the meaning provided in Article 4 of the GDPR, regardless of whether the GDPR applies.

“Service” means the Fable-hosted service to which Customer may subscribe in a Customer Order under this Agreement, including Fable Data, updates, patches or bug fixes provided by Fable but excluding Previews and Non-Fable Applications.

“Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.

“Subscription License” means the license assigned to an End User.

“Subscription Term” means the license period agreed between the parties when the Services are ordered.