Fable Engage Pay-Per-Project Agreement

By creating an account and clicking “I agree”, you confirm your acceptance of the Fable Engage Light Agreement (“Agreement”) as of the date of account creation (“Effective Date”). This Agreement is entered into between your company (“Customer”) and Fable Tech Labs Inc. (“Fable”), and you represent and warrant that you have the authority to enter into this Agreement on behalf of your company. Each of Fable and Customer will individually be referred to as a “Party” and jointly as the “Parties”.

This Agreement only applies to the Fable Engage Pay-Per-Project Services, as further defined below. The terms that apply to subscription products offered by Fable are governed by the Fable master services agreement.

This Agreement governs Customer's access to the Fable Platform and use of Fable Engage Pay-Per-Project, a project-based service offered through the Fable Platform. Any subscriptions or additional services beyond the purchased Services will be governed by separate terms and conditions under a master services agreement between the Parties.

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follow:

1. Definitions

“Confidential Information” has the meaning set out in Section 8.a (Confidentiality Definitions).
“Customer Data” means any data, information, content, records, and files of any type, in any format, medium or form, of Customer or relating to the Customer Product, and including Personal Information of Permitted Users or other Customer’s personnel: (i) that is provided, made available, processed, collected or generated by or on behalf of Customer to Fable as part of Customer’s use of the Services or access to the Fable Platform; or (ii) that otherwise becomes known to Fable in connection with the provision of the Services.
“Customer Product” means each Customer owned website, application or other digital product that is the subject of the Services.
“Data Protection Legislation” shall mean all data protection and privacy legislation applicable to the Parties in relation to the Services.
“Deliverables” means the Fable Feedback;
“Fable Engage” means, collectively: (i) testing, scoring, reporting, training, consulting and research in respect of the accessibility of the Customer Product, by Testers on behalf of Fable, through the Fable Platform, and in response to Requests; (ii) access to and use of the Fable Platform by Permitted Users for the purposes of the foregoing; and (iii) services to setup the Permitted Users on the Fable Platform and support services relating to the foregoing.
“Fable Feedback” means all test scores, written reports, recordings, recommendations and other work product and information produced by the Testers relating to the Customer Product, and that Fable provides or makes available to Customer, in connection with Fable Engage.
“Fable Platform” means the web-based proprietary information technology platform and system that is operated by Fable, through which Permitted Users interacts with Fable and the Testers in connection with Fable Engage;
“Fees” has the meaning set out in Section 4 (Fees).
“Intellectual Property Rights” or “IPR” means, collectively: (i) any and all proprietary rights provided under patent, copyright, trade-mark, design patent or industrial design, semi-conductor chip or mask work law or any other statutory provision or common law principle applicable to this Agreement, including trade secret law, which may provide a right in the hardware, software, systems, content, documentation, ideas, formulae, algorithms, concepts, inventions, processes or know-how generally, or the expression or use thereof; (ii) any and all applications, registrations, licenses, sub-licenses, agreements or any other evidence of a right in any of the foregoing; and (iii) any and all licenses and waivers and benefits of waivers of the rights set out in (i) and (ii) and all rights to damages and profits by reason of the infringement of any of the rights set out in (i) and (ii).
“Permitted User” has the meaning set out in Section 2.g (Permitted Users).
“Personal Information” means all information about an identifiable individual or information which relates to a natural person that allows the person to be identified.
“Project Template” means a pre-configured template made available through the Fable Platform. Each Project Template specifies the scope and parameters of the Services for that engagement, including without limitation: (a) the number and types of Requests; (b) the audience or Tester profiles to be engaged; (c) any deliverables or artifacts to be provided; (d) any time or usage limits; and (e) the Fees payable for such engagement. Fable may from time to time add, modify, or retire Project Templates in its discretion, and the then-current templates listed on the platform shall govern the content and pricing of any purchased Services.
“Request” has the meaning set forth at Section 2(b).
“Services” means the engagement purchased via the Fable Platform, as specified by the chosen Project Template. Services include the right to submit the defined number and type of Requests, access to the specified audience/Testers, and delivery of Fable Feedback in accordance with the selected Project Template.
“Term” has the meaning set out in Section 10.a (Term).
“Testers” means individuals with disabilities and experience in assessing the accessibility of websites, applications and other digital products, and who are engaged by Fable to perform Fable Engage Services on behalf of Fable.

2. Services

Provision of Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Customer may create an account on the Fable Platform at no cost. Upon account creation, Customer will be granted limited, access to explore the Fable Platform features, including the ability to browse available Project Templates and configure draft projects. This access is provided solely for the purpose of evaluating the Fable Platform, the Project Templates and preparing to purchase Services. During this period, Customer may not submit any Requests, receive Fable Feedback, or engage directly with Testers.
1. Access to paid Services will only be activated once the Customer selects a Project Template and submits full payment for the Project Template. Upon receipt of payment, Fable will provide Services in accordance with the purchased Project Template. Fable will make reasonable efforts to fulfill all aspects of the purchased engagement in a timely and professional manner.
2. Unless otherwise agreed in writing, all Services must be used within the timeline or usage parameters stated in the selected Project Template. Fable does not guarantee availability of specific Testers or immediate fulfillment timelines and reserves the right to allocate Tester participation based on availability and suitability to the Project Template subject matter.

Requests. Customer may have access to the following Request types as set out in a selected Project Template:

Request Type	Description
User Interviews   (Moderated)	Perform a remote user research session in real time.  Talk to a Tester while they share their screen, face and voice.
Prototype Reviews   (Moderated)	Share links to interactive prototypes (inVision, Axure or Figma) with a Tester and guide them through a moderated session.
Compatibility Tests   (Unmoderated)	Have five Testers complete a task on the Customer Product and identify accessibility issues.
QA Sessions   (Moderated)	Have a one-on-one session with a Tester who is an expert screen reader user to rapidly evaluate a product and give suggestions.
Self-Guided Tasks   (Unmoderated)	Ask an assistive technology Tester to navigate through a digital product while narrating their experience.  Receive a video and AUS score after completion.

Support. Fable will provide technical support to Permitted Users during work hours, 9am to 5pm (Eastern Standard Time), Monday through Friday.   To access Support Services, the Permitted User should submit a request via email to: support@makeitfable.com.
Testers. Fable shall have the right to use the Testers to provide Fable Engage Services. Fable shall in all cases retain responsibility for the provision of Fable Engage, whether provided by Fable or the Testers on behalf of Fable, and shall be solely responsible for the payment of any fees or expenses payable to the Testers.
Third-Party Video Solutions Provider. For those elements of the Services that involve video conferencing and related communications between Permitted Users and Testers, or between any other authorized personnel of the Parties in connection with the provision and use of Services, the Parties agree that all video conferencing with the Testers will be through Zoom.  Such video conferencing solutions will be subject to the terms and conditions of use as stipulated by Zoom Video Communications, Inc.  Fable shall, as part of its vendor management system, conduct periodic risk assessments and performance evaluations in respect of the Third-Party Video Solutions Provider.
Restrictions on Use. Customer will not itself, and will not the Permitted Users to:
1. sub-license, sell, rent, lend, lease or otherwise make the Fable Platform, Services or Fable Engage, or any related intellection property available to anyone other than Permitted Users;
2. use the Fable Platform or any Service for timesharing, service bureau use or any purpose not expressly permitted under this Agreement;
3. violate any laws, intellectual property rights or security measures in connect with the Fable Platform or Services ;
4. upload, store, or transmit content that is unlawful, harmful or infringes the rights of third parties, including viruses, malicious code or unauthorized personal or sensitive information;);
5. modify, reverse engineer, de-compile or disassemble the Fable Platform or obscure proprietary notices;
6. use the Fable Platform of any Service for the purpose of building a similar or competitive product or service or perform unauthorized testing, including vulnerability or penetration testing;
7. upload or transmit, or request any Tester to upload or transmit, to the Fable Platform any of the following content: (A) personal financial information, medical information, personal information of children under thirteen (13) years old, student information or any other non-public personally identifiable information that could be legally considered private or sensitive;
8. use the Fable Platform to request information from Testers for the purpose of contacting Fable’s Testers outside of the Fable Platform or solicit Testers, except through public job postings not directed at specific Testers.
Permitted Users. “Permitted User” means each individual who creates an account on the Fable Platform on behalf of a given Customer. Each Permitted User must accept this Agreement when they create or activate their account. Any act or omission relating to this Agreement by such Permitted User shall be deemed an act or omission of Customer.
Permitted User Accounts. “Permitted User Accounts” are the individual logins each Permitted User creates. Each Permitted User Account is associated with the Customer. Permitted Users are responsible for maintaining the confidentiality of their credential and must not share them. t. Permitted User will promptly notify Fable of any actual or suspected unauthorized use of a Permitted User Account, or any other unauthorized access to the Fable Platform by a Permitted User or other employee or agent of Customer. Fable reserves the right to suspend, deactivate, or replace any Permitted User Account if it reasonably believes that such Permitted User Account may have been accessed or used for an unauthorized purpose.

3. Intellectual Property Rights

Fable Platform, Deliverables. As between Fable and Customer, Fable shall retain all ownership and Intellectual Property Rights in and to: (i) the Fable Platform and all content therein; (ii) anything developed or delivered by or on behalf of Fable under this Agreement or in connection with the Services, including the Deliverables; and (iii) any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations to the foregoing.
Exploration License. Fable grants to Customer (and those Permitted Users authorized under the Customer’s company account) a non-exclusive, revocable, royalty-free, non-assignable, non-transferrable, worldwide license to access and browse the Fable Platform solely to explore available Project Templates before any payment is made. This license does not permit submission of Requests, interaction with Testers, or receipt of Deliverables.
Service License. Upon full payment for a selected Project Template, Fable grants to Customer (and those Permitted Users authorized under the Customer’s company account), a non-exclusive, revocable, royalty-free, non-assignable, non-transferrable, worldwide right for the applicable Project Template to submit Requests, interact with Testers, and receive Deliverables via the Fable Platform, in accordance with the terms of that Project Template.
License to Use the Deliverables. Fable hereby grants to Customer a perpetual, non-exclusive, irrevocable, royalty-free, assignable, transferrable, worldwide license to use the Deliverables; provided that the Fable Feedback may be used solely for Customer’s internal purposes regarding the accessibility of the Customer Product.
Customer Data. As between Fable and Customer, Customer shall retain all ownership and Intellectual Property Rights in and to the Customer Data. Customer hereby grants to Fable a non-exclusive, revocable, royalty-free, non-assignable, non-transferable, worldwide right during the Term to access, use, process, store, collect, disclose, and transmit Customer Data to provide the Services.
Aggregated Statistical Information. Customer hereby grants to Fable a perpetual, non-exclusive, irrevocable, royalty-free, assignable, transferrable, worldwide license to use the Customer Data to generate or compile aggregated and anonymized data and information relating to the Customer Data and Customer’s use of the Services (the “Aggregated Statistical Information”), solely for Fable’s internal purposes regarding the assessment or enhancement of the performance of the Services, the Fable Platform, or other services offered by Fable; provided that the Aggregated Statistical Information shall not identify Customer or Personal Information of the Permitted Users, and shall be used in compliance with applicable laws.
Reservation of Rights. The rights granted under this Agreement are only as expressly set forth herein, and all rights not expressly granted herein are reserved. No other right or license is or will be deemed to be granted, whether by implication, estoppel, inference or otherwise, by or as a result of this Agreement or any conduct of either party under this Agreement.

4. Fees and Payments

Fees. All fees are displayed in the Fable Platform’s Project Templates and confirmed in an order summary prior to payment (“Fees”). Customer agrees to pay the Fees in full at the time it selects a Project Template and submits payment via Stripe. Fees are non-refundable unless otherwise specified herein. If payment is not received on time we may suspend or terminate your access to the Services.
Third Party Payment Processing. Fable uses Stripe as its third-party payment processor. By making a payment through the Fable Platform, you agree to Stripe’s Terms of Service and Privacy Policy. Stripe is responsible for handling, processing, and securing your payment information in compliance with the Payment Card Industry Data Security Standards (PCI DSS). Fable does not store or have access to your full credit card details. Fable shall not be responsible for any errors or disruptions in service arising from Stripe’s platform.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement. Customer has no liability for any taxes based on Fable’s assets, net income, or salaries and income taxes for Fable’s employees or the Testers.

5. Indemnity

Customer Indemnity. Customer will defend, indemnify and hold harmless Fable and the Testers, and their employees, officers, directors, agents, successors and assigns, from and against any third party claims, actions, demands, legal proceedings, liabilities (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) the Customer Data; or (ii) use of any Services or access to the Fable Platform by Customer or the Permitted Users in combination with any third party software, application or service that has not been authorized by Fable.

6. Limitations of Liability

Maximum Amount. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF FABLE IN CONNECTION WITH OR ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
No Consequential or Indirect Damages. IN NO EVENT WILL FABLE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY: (i) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (ii) LOSS OF (A) SAVINGS, (B) PROFIT, (C) REVENUE, (D) DATA, (E) USE, (F) GOODWILL, OR (G) BUSINESS OPPORTUNITY; OR (iii) BUSINESS INTERRUPTION, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Exceptions. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING FROM PERSONAL INJURY OR DEAT OR DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY EITHER PARTY'S GROSSLY NEGLIGENT ACTS OR OMISSIONS, OR WILLFUL MISCONDUCT.
Sole Remedy. THIS SECTION 6 SETS FORTH EACH PARTY'S SOLE LIABILITY AND ENTIRE OBLIGATION AND EACH PARTY'S EXCLUSIVE REMEDY FOR ANY ACTION THAT IS BROUGHT AGAINST THE BREACHING PARTY.

7. Privacy

Personal Information. Each Party acknowledges that Personal Information is Confidential Information. Each Party will use Personal Information only for the purpose described in this Agreement. Further, each Party will comply with all applicable Data Protection Legislation.
Limitation on Customer’s Personal Information. Customer will not disclose any Personal Information to Fable or the Testers, other than Personal Information in respect of the Permitted Users to the extent required for the purposes of using the Services. Customer has obtained all applicable consents and permissions and otherwise has all authority, in each case as required by applicable laws, with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information in respect of the Permitted Users, including by or to Fable and to or from all applicable third parties in connection with the Services. Without limiting the foregoing, Customer shall not provide any of its customers’ Personal Information to Fable or the Testers.
Tester Personal Information. Tester Personal Information may be disclosed to Customer, including biographical information and likeness through video-based Request types. Fable has all necessary consents to collect, use and disclose Tester Personal Information in accordance with applicable Data Protection Legislation.
Protection of Personal Information. Without limiting Fable’s obligations under Section 11 (Data Security), each Party: (i) shall have in place the appropriate technical and organizational security measures to protect Personal Information against accidental or unlawful destruction or unauthorized disclosure or access; (ii) has maintained and will continue to maintain suitable records in commercially reasonable detail with respect to Personal Information; and (iii) will not transfer Personal Information to any third party except as otherwise agreed to in writing by the Party having provided such Personal Information.
Privacy Policy. Each Party will comply with Fable’s privacy policy, which Fable may update from time to time.
Data Transfer. The Parties agree that if Personal Information is subject relevant to the Data Protection Legislation and will be processed and transferred to Fable, the Parties will enter into a data processing agreement including, where applicable, the standard contractual clauses (the “Data Processing Addendum”). The terms and conditions of the applicable Data Processing Addendum can be found here: Fable DPA and hereby incorporated into this Agreement by reference.

8. Confidential Information

Confidentiality Definitions. For the purposes of this Agreement, a Party receiving information will be the “Recipient”, and the Party disclosing such information will be the “Discloser”. Subject to Section 8.b (Exclusions), “Confidential Information” of the Discloser means information in any form or medium (whether oral, written, electronic, or other) of the Discloser or its (or the Testers, in the case of Fable) that the Discloser considers confidential or proprietary, whether or not marked, designated or identified as “confidential”, and that has or will come into the possession or knowledge of the Recipient (or the Testers, in the case of Fable, or the Permitted Users, in the case of Customer) in connection with this Agreement, including without limitation: (i) information concerning or relating to trade secrets, know-how, customers, suppliers, technology or business operations, plans, strategies and pricing; (ii) the financial terms and existence of this Agreement; (iii) Personal Information of the Testers, where the Discloser is Fable; and (iv) Customer Data, where the Discloser is Customer.
Exclusions. Confidential Information shall not include information that: (i) is already known to the Recipient without restriction on use or disclosure prior to receipt of such information from the Discloser; (ii) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Recipient; (iii) is developed by the Recipient independently of, and without reference to, any Confidential Information of the Discloser, as demonstrated by written or other documentary records; or (iv) is received by the Recipient from a third party who is not under any obligation to the Discloser to maintain the confidentiality of such information.
Confidentiality Covenants. The Recipient hereby agrees that it will not disclose Confidential Information of the Discloser to any person, except to: (i) its own personnel, in the case of Customer, or to the Testers, in the case of Fable) that have a “need to know” such Confidential Information for the purposes of this Agreement, and that have entered into written agreements no less protective of such Confidential Information than this Agreement; and (ii) such other recipients as the Discloser may approve in writing. The Recipient hereby further agrees that it will not use Confidential Information of the Discloser for any purpose other than for the provision or use of the Services or otherwise as expressly contemplated by this Agreement, and that it will not alter or remove any confidentiality or proprietary legend from any Confidential Information. Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. The foregoing obligation shall apply during the Term and for a period of five (5) years after the expiration or termination of this Agreement.
Exceptions. Notwithstanding Section 8.c (Confidentiality Covenants), the Recipient may disclose Confidential Information of the Discloser: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to the Recipient’s legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Recipient’s business.
Injunctive Relief. The Parties acknowledge and agree that any violation of the provisions of this section may cause irreparable damage or injury to other Party, the exact amount of which may be impossible to determine, and that, for such reason, in addition to any other remedies available, the non-breaching Party is entitled to proceed immediately to court in order to seek, and the breaching Party agrees to consent to, interim, interlocutory, and final injunctive relief restraining the breaching Party from further breaching, and requiring the breaching Party to comply with, its obligations under this section, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made.

9. Representations of Warranties

Representations and Warranties of Each Party. Each Party represents, warrants and covenants to the other as follows and acknowledges that the other Party has relied upon the completeness and accuracy of such representations, warranties and covenants in entering into this Agreement:
1. it has the corporate capacity to enter into this Agreement and to perform each of its obligations hereunder; and
2. Fable represents, warrants and covenants to Customer that the Services will conform to, and perform in accordance with, the specifications and descriptions as set forth herein, and all applicable industry standards;
General Disclaimers. FABLE DOES NOT WARRANT THAT FABLE ENGAGE OR THE FABLE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE. FABLE DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT CUSTOMER MAY OBTAIN FROM THE USE OF SERVICES OR FABLE ENGAGE. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FABLE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, FABLE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

10. Term and Termination

Term. This Agreement will commence on the Effective Date and remain in effect until terminated by either party in accordance with this Agreement (the “Term”).
Termination for Convenience. Customer may terminate this agreement for convenience upon thirty (30) business days written notice to Fable. Customer will not be entitled to any refund of fees paid for the Services.
Early Termination by Customer. Customer may, in addition to other relief, terminate this Agreement on written notice of early termination to Fable, if Fable commits a material breach of this Agreement and fails, within thirty (30) days after receipt of such notice, to correct such breach.
Early Termination by Fable. Fable may, in addition to other relief, terminate this Agreement on written notice of early termination to Customer, if Customer: (i) commits a material breach of this Agreement and fails, within thirty (30) days after receipt of such notice, to correct such breach; (ii) fails to pay Fees and fails, within five (5) business days after receipt of such notice, to pay all Fees and other amounts then due; (iii) commits a breach of Section 2.e (Restrictions on Use); (iv) commits a breach of Section 12.a (Non-Solicitation of Testers); (v) discontinues or permanently ends the Services; or (vi) is required to do so due to a change in applicable law, regulation or industry standard that makes continued provisions of the Services unlawful or impracticable.
Insolvency Event. Either Party may immediately terminate this Agreement by giving written notice to the other Party if: (i) the other Party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction; (ii) the other Party makes an assignment for the benefit of creditors; or (iii) a receiver, trustee or similar agent is appointed with respect to any property or business of either Party.
Effect of Termination. Upon the termination or expiration of this Agreement Customer shall immediately cease accessing or using the Fable Platform and the Services.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Intellectual Property Rights), Section 5 (Indemnity), Section 6 (Limitations of Liability), Section 7 (Privacy), Section 8 (Confidential Information), Section 9.a (Representations and Warranties of Each Party), Section 10 (Term and Termination), and Section 12 (General Provisions).

11. Data Security

Data Security Procedures. Fable will implement and maintain reasonable technical and organizational measures to ensure security and protection of Customer’s Confidential Information, taking into account the nature and sensitivity of the information to be protected, the risk presented by processing, the costs of implementation and industry standards, including: (i) security policies, standards, processes and procedures that comply with SOC2 Type 1 and SOC2 Type 2 standards; and (ii) the security measures in respect of Personal Information set out in Schedule B (collectively, the “Data Security Procedures”). Fable will not implement changes to the Data Security Procedures that could reasonably have an adverse effect on the provision of the Services or on the security of Customer Data and Confidential Information.
Data Security Breach. Fable will notify Customer without undue delay and no greater than 72 hours after a material breach of the Data Security Procedures that may compromise the safeguarding of Customer’s Confidential Information, including without limitation any unauthorized access to or entry into its premises, computer systems or databases, or the Fable Platform (a “Data Security Breach”). In the event of an actual Data Security Breach, Fable will immediately undertake an appropriate action to handle the data breach and take sufficient steps to prevent the continuation and recurrence of the Data Security Breach.
Data Security Assessments. Fable shall maintain an internal audit function to assess its internal controls and compliance with the Data Security Procedures and will regularly conduct data security assessments relating to the Customer’s Confidential Information. Fable shall provide Customer with the results of the most recent SOC2 report, upon request.
Testers. Fable will ensure that the Testers implement and maintain reasonable technical and organizational measures to ensure security and protection of Customer’s Confidential Information, taking into account the nature and sensitivity of the information to be protected, the risk presented by processing, the costs of implementation and industry standards, including participation in Fable’s security awareness training, ensuring computer and mobile systems and software are up-to-date, running antivirus software, and complying with other security measures recommended by Fable from time to time for accessing the Fable Platform.

12. General Provisions

Public Announcements. Neither Party will issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party’s trademarks, trade dress, brand names, logos, corporate names and domain names or other similar designations of source, sponsorship, association or origin, in each case, without the prior written consent of the other Party.
Assignment. Neither Party may assign any of its rights under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, and any purported assignment in violation of this Section is null and void. Notwithstanding the foregoing, either Party may, without the consent of the other Party, assign any of its rights under this Agreement if such assignment is to: (i) an affiliate of the assigning Party; (ii) a successor of the assigning Party, by amalgamation or operation of law; or (iii) a purchaser of all or substantially all of the assigning Party's assets. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid, to the principal address of the Party as specified in this Agreement.
Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent either party from seeking injunctive relief as provided for in this Agreement in any appropriate jurisdiction. Subject to compliance with Section 13.e (Dispute Resolution Process), the Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein; provided that Fable may seek injunctive relief with respect to a violation or infringement of intellectual property rights or confidentiality obligations in any other jurisdiction.
Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of Fable Engage.
Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemics or epidemics, strikes or other labour problems (other than those involving that Party’s employees) (“Force Majeure”). The Party affected by Force Majeure shall (i) give notice within thirty (30) days of the Force Majeure event to the other party, stating the period of time the occurrence is expected to continue; (ii) use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure are minimized; and (iii) shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause of the Force Majeure. In the event that such Party's failure or delay remains uncured for a period of ninety (90) consecutive days following written notice of the Force Majeure, either party may thereafter terminate this Agreement upon thirty (30) days’ written notice.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Independent Contractors. Fable’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
Entire Agreement. This Agreement, together with any document incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
Counterparts; Electronic Signatures. This Agreement may be executed by the Parties in counterparts. An electronic signature using a qualified electronic certificate or facsimile signature will be treated in all respects as having the same effect as an original signature.

Last updated: June 3, 2025