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Terms of Service

Effective Date: March 8, 2026

These Terms of Service (“Terms”) govern your access to and use of the Fabric electronic medical record (EMR) platform and related services (collectively, the “Services”) provided by Fabric Labs Inc. (“Fabric,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

  • “Authorized User” means any individual authorized by a Subscriber to access and use the Services, including physicians, nurse practitioners, administrative staff, and other clinic personnel.
  • “Subscriber” means the clinic, health organization, or individual practitioner that has entered into a subscription agreement with Fabric Labs Inc. to access the Services.
  • “Patient Data” means any personal health information, personal information, or clinical data relating to patients that is inputted into, processed by, or generated through the Services.
  • “Platform” refers to the Fabric EMR software, including all web-based and desktop interfaces, APIs, integrations, and associated tools provided by Fabric Labs Inc.

2. Acceptance and Eligibility

By using the Services, you represent that: (a) you are a licensed healthcare professional or authorized administrative personnel acting on behalf of a licensed healthcare provider; (b) you have the authority to bind your organization to these Terms if accessing on behalf of a clinic or organization; and (c) you are located in Canada and subject to applicable Canadian provincial and federal regulations.

3. Subscription and Access

3.1 Account Registration

Subscribers must register for an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use.

3.2 Authorized Users

Subscribers may grant access to Authorized Users. Subscribers are responsible for ensuring that all Authorized Users comply with these Terms and any applicable policies. Access credentials must not be shared or transferred.

3.3 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

  • Use the Services in violation of any applicable law, including privacy legislation such as PHIPA, PIPEDA, or applicable provincial health information statutes
  • Access or attempt to access any account, data, or system without authorization
  • Upload or transmit any malicious code, viruses, or harmful content
  • Interfere with or disrupt the integrity or performance of the Services
  • Reverse engineer, decompile, or attempt to extract source code from the Platform
  • Use the Services to provide services to third parties without our written consent

4. Patient Data and Privacy

4.1 Health Information Custodian Responsibilities

Subscribers and their Authorized Users acknowledge that they are the Health Information Custodians (as defined under PHIPA and applicable provincial legislation) of all Patient Data entered into the Platform. Fabric Labs Inc. acts as an agent processing Patient Data on behalf of Subscribers.

4.2 Data Processing Agreement

By using the Services, Subscribers enter into a Data Processing Agreement with Fabric Labs Inc., which is incorporated into these Terms by reference. This agreement governs how Patient Data is collected, processed, stored, and protected.

4.3 Data Ownership

Patient Data remains the property of the Subscriber and the patients to whom it relates. Fabric Labs Inc. does not claim ownership of Patient Data and will not use Patient Data for any purpose other than providing and improving the Services, as described in our Privacy Policy.

4.4 AI Features and Clinical Data

The Platform may include AI-assisted features such as clinical documentation, decision support, and inbox management. You acknowledge that: (a) AI-generated outputs are assistive tools and do not constitute medical advice; (b) all clinical decisions remain the sole responsibility of licensed healthcare professionals; and (c) you are responsible for reviewing and verifying any AI-generated content before relying on it clinically.

5. Intellectual Property

The Platform, including all software, algorithms, designs, interfaces, content, and documentation, is the exclusive property of Fabric Labs Inc. and its licensors, protected by Canadian and international intellectual property laws. These Terms do not grant you any ownership interest in the Services.

You grant Fabric Labs Inc. a limited, non-exclusive license to process your data solely to provide and improve the Services. You retain all rights to your Subscriber-generated content.

6. Fees and Payment

Access to the Services is subject to payment of applicable subscription fees as set out in your subscription agreement. Fees are billed in Canadian dollars unless otherwise agreed. Fabric Labs Inc. reserves the right to modify pricing with at least 30 days’ written notice. Continued use of the Services following a price change constitutes acceptance of the new fees. All fees are non-refundable except as required by law or as explicitly stated in your subscription agreement.

7. Uptime and Support

Fabric Labs Inc. will use commercially reasonable efforts to make the Services available with a target uptime of 99.5% (excluding scheduled maintenance). We will provide advance notice of scheduled maintenance. Support is available during regular business hours (Monday to Friday, 9:00 AM – 5:00 PM ET) via email and in-platform messaging. Specific uptime commitments and SLAs may be set out in your subscription agreement.

8. Confidentiality

Each party agrees to keep confidential all non-public information of the other party disclosed in connection with the Services, including technical, business, clinical, and operational information. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach; (b) was lawfully known before disclosure; (c) is independently developed without reference to the confidential information; or (d) must be disclosed by law or court order, provided prompt notice is given where permitted.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FABRIC LABS INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FABRIC LABS INC. DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FABRIC LABS INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES.

IN NO EVENT SHALL FABRIC LABS INC.‘S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND CANADIAN DOLLARS ($1,000 CAD).

11. Indemnification

You agree to indemnify, defend, and hold harmless Fabric Labs Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any claim by a third party relating to Patient Data that you have submitted to the Services.

12. Term and Termination

These Terms remain in effect for the duration of your subscription. Either party may terminate the agreement with written notice as specified in your subscription agreement. Fabric Labs Inc. may suspend or terminate your access immediately if you materially breach these Terms or engage in conduct that poses a risk to data security, patient safety, or the integrity of the Platform.

Upon termination: (a) your access to the Services will be disabled; (b) you may request a copy of your data within 30 days following termination; and (c) Fabric Labs Inc. will delete or return Patient Data as required by applicable law and your subscription agreement.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in Toronto, Ontario, administered under the rules of the ADR Institute of Canada. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

14. Changes to These Terms

Fabric Labs Inc. reserves the right to modify these Terms at any time. We will provide at least 30 days’ written notice of material changes via email or in-platform notification. Your continued use of the Services following the effective date of changes constitutes acceptance. If you do not agree with the updated Terms, you must discontinue use and may terminate your subscription.

15. General Provisions

These Terms, together with your subscription agreement, Data Processing Agreement, and Privacy Policy, constitute the entire agreement between you and Fabric Labs Inc. regarding the Services and supersede all prior agreements and understandings. If any provision is found unenforceable, the remaining provisions remain in full force. Our failure to enforce any provision does not constitute a waiver. You may not assign your rights under these Terms without our prior written consent.

16. Contact

If you have questions about these Terms, please contact us at:

Fabric Labs Inc.
Email: [email protected]
Website: fabricemr.com