Fabrix Terms of Service

LAST UPDATED July 31, 2016

I. INTRODUCTION

Thank you for visiting the Fabrix website, owned and operated by Fabrix, Inc., a Delaware corporation (“Fabrix” or the “Company”). Please read these Terms of Service (the “Agreement” or “Terms”) carefully before using the services offered by Fabrix. This Agreement sets forth the legally binding terms and conditions for your use of any downloadable software or applications, the website at www.getfabrix.com, all other sites owned and operated by Fabrix that redirect to www.getfabrix.com, and all subdomains (collectively, the “Site”), and the service owned and operated by the Company (together with the Site, the “Service”). By accessing, browsing or using the Service in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other agreements, operating rules, policies and procedures that may be published by Fabrix from time to time on the Site (collectively, the “Published Information”), each of which is incorporated by reference and each of which may be updated by Fabrix from time to time without notice to you. In order to access the Site and the Service, you must accept these Terms, the Privacy Policy and any Published Information.

Your use of the Site and Service is governed by the then current version of the Agreement in effect on the date of such use. Fabrix may, at its sole discretion, modify and replace the Agreement at any time and without prior notice to you by posting the updated Agreement on the Site. By using and accessing the Service, you acknowledge and agree to review the then current version of the Agreement prior to each such use. Your continued use of the Service after any modifications to the Terms have been published on the Service or otherwise provided to you constitutes your acknowledgement of, and binding agreement to, the then current Agreement. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Fabrix will be governed by the Terms in effect at the time the events giving rise to such dispute occurred. Fabrix further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that Fabrix and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and Fabrix, including any service, customer, account or marketing agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Fabrix, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement, the Privacy Policy and/or any Published Information, you are not eligible to participate in the Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including visitors to the Site, who in any way use the Site or Service provided by Fabrix (in each case, a “User”). Nothing in these Terms shall be deemed to confer rights on Users or third parties.

II. U.S. BASED WEBSITE

The Site is controlled and operated by Fabrix from the United States, and, except as expressly set forth herein, is not intended to subject Fabrix to the laws or jurisdiction of any state, country or territory other than that of the United States. Fabrix does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to U.S. export controls and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. Fabrix may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction Fabrix chooses, at any time and in Fabrix’s sole discretion. By using the Site, you hereby certify that you are not (a) a citizen or permanent resident of any country on which the United States has embargoed goods, technology and/or services (e.g., Cuba, Iran, North Korea, Sudan, Syria, or Crimea), and (b) on any of the relevant U.S. Government Lists of prohibited or restricted persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals, and the Commerce Department’s List of Denied Persons or Entity List, and that your use of Fabrix products and services is in compliance with the applicable U.S. export control and economic sanctions laws and regulations. For further information on the export controls and sanctions laws see, http://www.bis.doc.gov/index.htm and http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx.

III. AUTHORIZED USER

The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. Fabrix may, in its sole discretion, refuse to offer the Service to any person or entity. The Service is not available to any Users suspended or removed from the Site or Service by Fabrix. By using the Service, you represent that you have not been previously suspended or removed from the Site or Service.

As part of any support requests, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to these Terms of Service, each authorized user consents to receiving email notifications from Fabrix.

IV. UNAUTHORIZED USE

Unauthorized use of the Site and our Service, including, but not limited to, unauthorized entry into our systems, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You may be liable for any losses incurred by Fabrix or others due to any unauthorized use of your account.

You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. Fabrix reserves the right at its discretion to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activity in your account to us by email at info@getFabrix.com. You may also be liable for any losses incurred by Fabrix or others due to any unauthorized use of your account.

V. PROHIBITED ACTIVITIES

You agree that you are responsible for your own conduct while using the Site or Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with this Agreement, the Fabrix Privacy Policy, and any applicable law, rules or regulations. By way of example, and not as a limitation, you agree not to take any action that is listed below:

  • Distribution without Consent. You agree not to distribute in any medium any part of the Site or Service or any content available thereon without Fabrix’s prior written authorization. The only exceptions are where Fabrix makes available the means for such distribution through functionality offered by the Service.
  • Alterations or Modifications. You agree not to alter or modify any part of the Site or Service.
  • Transfers or Assignments. You agree not to transfer or assign these Terms, and any rights and licenses granted hereunder.
  • Non-Public Areas. You agree not to access, tamper with, or use non-public areas of the Site or Service or any other computer systems or networks connected to the Service.
  • Breach of Security Measures. You agree not to breach any of Fabrix security or authentication measures.
  • Unauthorized Access or Contact. You agree not to gain unauthorized access to the Site, Service, any other Fabrix website or service, or the computer systems or networks connected to the Service through hacking, password mining or any other means. You further agree not to contact any party or user other than as allowed through the Site or Service.
  • Generate Artificial Traffic. You agree not to use the Service to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms of Service.
  • Disabling Security Features. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or any other computer systems or networks connected to the Service. You also agree not to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any material or content or enforce Service or content use limitations.
  • Impersonation. You agree not to impersonate any person or entity, including any employee or representative of Fabrix, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials.
  • Other. You agree not to: (i) use the Service or take any action that imposes or may impose (as determined by Fabrix in its sole discretion) an unreasonable or disproportionately large load on Fabrix’s or its third-party providers’ infrastructure or that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; (v) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about its Users for any unauthorized purpose; or (vi) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

VI. ACCOUNT INFORMATION

If you create an account and become a registered user of the Service, you agree to (i) provide accurate, current and complete information about you as may be prompted at registration (“Account Information”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update your Account Information, and any other information that you provide to Fabrix, to keep it accurate, current and complete; (iv) accept all risks of unauthorized access to your Account Information and any other information you provide to Fabrix.

VII. PROPRIETARY RIGHTS

The Site and the Service are and contain proprietary property/content of Fabrix (such as logos, copyrights, trademarks, technology, processes, etc.) (“Fabrix Proprietary Property”) which may be protected by copyright, trademark, patent, trade secret and other laws. Fabrix owns and retains all rights in and to the Fabrix Proprietary Property. Fabrix hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Fabrix Proprietary Property solely for your use in connection with using the Site and the Service for the purposes authorized by this Agreement. Except as expressly permitted in this Agreement or unless you have received express, prior written permission from Fabrix or the otherwise applicable rights holder, you do not have the right to use the Fabrix Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Fabrix Proprietary Property. Except as expressly provided by this Agreement, your use of the Fabrix Proprietary Property is strictly prohibited.

The Site or Service may contain proprietary property/content provided by third party Fabrix licensors (such as logos, copyrights, trademarks, etc.) (“Third Party Proprietary Property”). Fabrix hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Third Party Proprietary Property solely for your use in connection with using the Site and the Service for purposes authorized by this Agreement. You do not have the right to use the Third Party Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Third Party Proprietary Property. Except as expressly provided by this Agreement, your use of the Third Party Proprietary Property is strictly prohibited.

Unless expressly provided by this Agreement, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Fabrix Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site.

VIII. LICENSE GRANTS

Any software that is made available to download by or through this Site (“Software”) is the copyrighted work of Fabrix, its suppliers and/or its licensors. Your rights to access, download, and use any Software made available for download from the Site will be subject to your agreement to the terms and conditions of the software license agreement identified on the site and/or in the Software (each, a “License Agreement”). You may not install any Software that is accompanied by or includes a License Agreement unless you have agreed to the applicable License Agreement. Except to the extent expressly permitted in any applicable License Agreement, or expressly authorized under applicable law overriding any of the following restrictions, you agree that you will not sell, lease, lend, convey, transmit, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or attempt to derive source code from the Software. Any reproduction, redistribution or other use or exploitation of the Software not in accordance with the License Agreement and/or these Terms is expressly prohibited by law, and may result in civil and criminal penalties.

Unless otherwise specifically noted, the information, content, data, text, graphics, images, videos, documents and other materials made available through the Site (“Content”) are and shall remain the property of Fabrix, its licensors and/or suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with these Terms, solely for so long as you are permitted by Fabrix to access and use the Site, and provided that you keep intact all copyright and other proprietary notices, you may

(a) view any Content on any single computer solely for personal, informational, non-commercial purposes, and

(b) download and print the materials that Fabrix specifically makes available for downloading (such as white papers or user documentation) from this Site solely for personal, informational, non-commercial purposes, provided that such Content may not be modified or altered in any way. Unless otherwise specifically permitted for any particular Content, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, rent, lease, modify, loan, sell, distribute, or create derivative works based on, the Site or any Content, in whole or in part, without the express prior written authorization of Fabrix.

IX. RELEASE

If you have a dispute with one or more Users, you irrevocably and forever release Fabrix (and Fabrix’s affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

X. THIRD PARTY CONTENT

The Site may contain content from and links to third party websites or content that is not owned or controlled by Fabrix (collectively, “Third Party Content”). Fabrix does not control, endorse, investigate or adopt any Third Party Content, and assumes no responsibility for any Third Party Content, or the accuracy, availability, privacy policies, or practices of such content. In addition, Fabrix will not and cannot censor or edit such Third Party Content and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to accuracy or completeness. By using the Service, YOU EXPRESSLY RELIEVE FABRIX FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY CONTENT. Accordingly, we encourage you to be aware when you leave the Fabrix Site and to read the terms and conditions and privacy policy of every other website that you visit. Users use such Third Party Content at their own risk.

XI. USE OF LINKS

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Fabrix’s control, and you acknowledge that Fabrix is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by Fabrix or any association with its operators. You further acknowledge and agree that Fabrix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Fabrix Site and Service.

XII. ACCOUNT TERMINATION

Fabrix reserves the right—without cause or notice to you—to terminate or suspend your access to some or all of the Site or Services, effectively immediately, if you engage in activities that we conclude, in our discretion, breach these Terms of Service, our Privacy Policy, any Platform Services Agreement or any Published Information. Users should also understand that the Terms of Service and Privacy Policy are based in many instances on principles of state and federal law. Users who violate these Terms and our Privacy Policy may be exposed under these state and federal laws to criminal charges, and civil liability to harmed parties for compensatory damages, attorney’s fees, and other sanctions. Fabrix reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.

Account termination may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by contacting Fabrix customer service at info@getFabrix.com or by deleting your account and discontinuing your use of the Site and Service. Any fees paid to the Company are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Site or Service incurred prior to such termination. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

XIII. MODIFICATION OF AGREEMENT

Fabrix reserves the right, in its sole and absolute discretion and without any prior notice to you, to modify, correct or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database or content) at any time. Such modification shall become a part of this Agreement and is automatically effective once posted on the Site. This Agreement may not be orally amended. Fabrix may also impose limits on certain features and services or restrict your access to all or a part of the Service without notice or liability. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes your acceptance of those changes.

XIV. FEES AND PAYMENTS

Fabrix may, now or in the future, charge fees for the use of the Service or certain features thereof. You agree to pay to Fabrix all applicable fees for the services purchased on or through the Site or Service under your account at the then-current rates for such services (including any applicable taxes). Service fees will be billed at the time you purchase any applicable services. Unless otherwise communicated to you by Fabrix in writing, all fees and charges are nonrefundable. Fabrix may change the fees for the use of the Service, or any service or feature provided thereon, or add new fees or charges, at any time. For any change in fees for services purchased under your account, Fabrix will send you a notice of such change in advance of such change (via email or a message posted on the Site).

Fabrix will bill all applicable charges through the payment method specified in your account (e.g. a credit card or electronic funds transfer). If you pay any applicable fees with a credit card, Fabrix may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize Fabrix to charge all sums described herein to such credit card account. You agree to provide Fabrix updated information regarding your credit card and account upon Fabrix’s request and any time the earlier provided information is no longer valid.

XV. WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE AND ANY CONTENT, PRODUCTS, SERVICES, OR FEATURES MADE IN CONJUNCTION WITH OR THROUGH THE SERVICE SHALL BE AT YOUR SOLE RISK AND UNLESS OTHERWISE EXPRESSLY STATED BY FABRIX, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, FABRIX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY AND RELIABILITY.

FABRIX HAS NO CONTROL OVER AND NO DUTY TO TAKE ANY ACTION REGARDING AND MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:

  • ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
  • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES,
  • ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
  • ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE,
  • ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR
  • ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

FABRIX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICES AND FABRIX WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

XVI. LIMITATION OF LIABILITY

IN NO EVENT SHALL FABRIX, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, CONTENT PROVIDERS OR AGENTS, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:

  • DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);
  • ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
  • OFFENSIVE, INDECENT, OR OBJECTIONABLE CONTENT FROM A VARIETY OF SOURCES TO WHICH YOU ARE EXPOSED BY USING OUR SERVICE. FABRIX IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH CONTENT;
  • DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY;
  • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES;
  • UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
  • LOSSES CAUSED BY ANY UNAUTHORIZED USE OF YOUR ACCOUNT. YOU MAY BE LIABLE FOR THE LOSSES OF FABRIX OR OTHERS DUE TO SUCH UNAUTHORIZED USE;
  • INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN FABRIX AND RECEIVED THROUGH THE SERVICES OR ANY LINKED SITES.

IN NO EVENT WILL FABRIX OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ANY ACCESS TO OR USE OF THE SERVICE OR ANY PART THEREOF, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FABRIX’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

XVII. INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Fabrix, its affiliates, officers, directors, employees, contractors, suppliers, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your use or misuse of and access to the Site, Service, or any content thereon; (ii) your violation of any term of this Agreement, the Privacy Policy, or any License Agreement; (iii) infringement by you or any third party using your account of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.
This defense and indemnification obligation will survive this Agreement and your use of the Service. Fabrix reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

XVIII. INTERNATIONAL USE

Accessing the Service is prohibited from territories where the Site, Service or any content thereon is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

XIX. GOVERNING LAW; ARBITRATION

This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed and enforced in accordance with the laws of the state of California as they apply to agreements entered into and to be performed entirely within California between California residents, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. By your agreement to the Terms and your use of the Service, you agree to submit to personal jurisdiction in San Jose County for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter.

Unless otherwise agreed in writing by you and Fabrix, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in San Jose, California. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Fabrix or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

Any cause of action arising out of or related to the Service, and all products and services offered via the Fabrix Site or Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. You acknowledge and agree that you may bring claims against Fabrix only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

XX. ELECTRONIC DELIVERY AND NOTICE POLICY

By using the Service, you consent to receive from Fabrix, or any of its affiliates, officers, directors, partners, agents, or employees, all communications, including notices, agreements, legally required disclosures, or other information in connection with the Service made available to you via the Service (collectively, “Notice Information”) electronically. Fabrix may provide the electronic Notice Information by posting them on the Site or sending the Notice Information to the email address you provided to Fabrix during the account registration process. If you desire to withdraw your consent to receive Notice Information electronically, you must discontinue your use of the Service. Except as explicitly stated otherwise, legal notices will be served, with respect to Fabrix and the Site or Service, to info@getFabrix.com.

Electronic Communication Privacy Act Notice (18 USC 2701-2711): Fabrix makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Fabrix will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Fabrix’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

XXI. MISCELLANEOUS TERMS

These Terms of Service, together with the Privacy Policy, Published Information, and any other legal notices published by Fabrix on the website, shall constitute the entire agreement between you and Fabrix concerning the Service and supersedes all prior or contemporaneous communications, agreements and understandings between Fabrix and you with respect to the subject matter hereof. To the extent these Terms of Service conflict with the terms of our Privacy Policy and the Published Information, these Terms will control. These Terms of Service shall not be assignable by you, either in whole or in part. Fabrix reserves the right to assign its rights and obligations under these Terms without restriction. The failure of Fabrix to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of such right or provision may only become effective upon written agreement signed by a duly authorized representative of Fabrix. The section titles in this Agreement and the Privacy Policy are for convenience only and have no legal or contractual effect. If for any reason any provision of these Terms, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. A printed version of these Terms shall be admissible in judicial or administrative proceedings.

Questions? Please email us at info@getFabrix.com.
Important Disclosure: getFabrix.com is a website operated by Fabrix, Inc., and by accessing the website and any pages thereof, you agree to be bound by its Terms of Service.