FABRIC TERMS OF USE

Last Updated: January 8th, 2015

Welcome to Fabric, The Fabric website, service, content and mobile application (collectively the “Service”) is operated by Fabric, Inc. (“Fabric”, “we”).

Please take a moment to read these terms of use carefully.

THESE TERMS OF USE (THE "AGREEMENT") ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FABRIC. BY CHECKING THE APPROPRIATE BOX INDICATING THAT YOU AGREE DURING REGISTRATION OR DOWNLOAD, OR BY OTHERWISE ACCESSING THE SERVICES YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE FOLLOWING TERMS AND CONDITIONS, PLEASE DO NOT CONTINUE THE REGISTRATION/DOWNLOAD PROCESS OR USE THE SERVICE.

We provide the service for your personal, non-commercial use only.

Fabric does not make the Service available to anyone under the age of 13. By using the Service, you are representing and warranting that: (a) you are a legal resident of the United States, (b) you are either (1) at or above the legal age of majority in your jurisdiction of residence or (2) if you are a minor, you are at least thirteen (13) years of age and have your parents’ or guardians’ consent to use the service, (c) you own or have sufficient authorization to use the computer, device, technology or other device you use to access the services, and (d) you will access and use the Services in accordance with this Agreement.  You agree to this Agreement on behalf of yourself and, at your discretion, on behalf of a minor child over the age of 13 for whom you are a parent or guardian and who you have authorized to use the account you create on the Service.  Parents and guardians of users under the age of 18 will be responsible for their minor user’s use of the Service and any violation of this Agreement.

Certain services or features may be governed by additional terms presented in conjunction with those products or services. For example, if we offer a sweepstakes, there may be additional rules governing the sweepstakes. By accessing or using any of those services or features, you agree that you will be bound by the additional terms relating to those services or features.

PRIVACY

We take your privacy seriously. Please review the Fabric Privacy Policy to learn about our practices regarding the collection, use, disclosure and protection of your personal information. By using any part of the Fabric Service, you agree to the terms of the Fabric Privacy Policy, which is incorporated by reference.

ACCESSING THE SERVICE

In order access our website, app or service, you need a compatible device. You also need a mobile communications subscription with a participating carrier, have access to a mobile communications network or have access to the Internet. You are solely responsible for paying any service fees associated with any such access (including text messaging and data charges for each text message and any data you send and receive on your device). You must provide all equipment, software and access necessary to connect to our service. Our service is not available on all operating systems. You should note that depending on your device, your device might not be able to access our service while you are using other features of your device, such as speaking on your device’s telephone. We may also choose to cap the number of users to our service. For example, we may do a “beta” test of the service that is only accessible to a certain number of individuals.

In order to ensure the availability of our service for all of our users, by accessing our service, you agree that your device and/or software does not disturb or interfere with our service, including our mobile app or our website. If we suspect that any equipment or software is causing interference with our service, we reserve the right to immediately disconnect that equipment or software from our service, and we reserve the right to immediately suspend or terminate your further use of our service. If any upgrade to the service requires changes in your equipment or software, and you wish to continue using our service, it will be your responsibility to make these changes at your own expense. Any additional features that augment or enhance our service will be subject to these terms and conditions. You agree to comply with all applicable laws in your use of our service.

ACCOUNTS, CANCELLATION

In order to register for a Fabric account, you will need to complete the registration process by providing us with complete and accurate information as we request in the registration process. You are responsible for keeping your registration data complete, accurate and up-to-date, and any loss caused by your failure to do so is your responsibility. After completing the registration process, we may ask you to choose a user name and password, and you are also responsible for maintaining the confidentiality of your password and account, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account, and that we are not liable for any loss that you may incur as a result of someone else using your password or account. We may suspend or terminate your account and/or suspend our service to you if we have a reasonable belief that it is being used in connection with fraudulent activity, or you breach this Agreement in any way or for any other reason we determine in our sole discretion. We may also suspend or terminate your access to our service. In addition, you have no rights in your user name, you may not transfer or sell your user name, and we reserve the right to change your user name at any time.

You may cancel your account at any time by notifying Customer Service at support [at] Fabric.com.

LICENSE

Subject to all of the terms and conditions of this Agreement, and upon the payment of any applicable fees, Fabric hereby grants you a limited, personal, private, non-commercial, non-exclusive, non-transferable, revocable right to operate the software that is made available in connection with our Service, including applications (such as a Mobile App), podcasts, audio or video streaming (collectively the “Software”).   Fabric reserves the right to revoke or modify this limited license at any time in its entirety or with respect to any Software, for any reason, at the sole discretion of Fabric (where such reason may include, without limitation, Fabric’s belief that any part of the Service may be subject to a claim of intellectual property infringement or otherwise the subject of a dispute).  The use of the Software is also subject to any terms and conditions which accompany such Software.

All rights not expressly granted to you are reserved. For the avoidance of doubt, your use of the Service and the Software is under license and will terminate if this Agreement terminates, regardless of whether the relevant Service or Software is free or you have paid for it; you will not obtain any ownership interest in any Software through this Agreement or otherwise. We have no liability with respect to any software owned or controlled by third parties.

USER CODE OF CONDUCT

In accessing and using our Service, you agree that you will not:

(i) post any content that is illegal, abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate or harmful to any person (including any minor) or entity;

ii) sell, rent, lease, or otherwise assign any rights to the Service to any third party;

(iii) remove any proprietary notices or labels on the Service;

(iv) use the Service in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, any content protected by the copyright laws of any jurisdiction;

(v) use the Service for any commercial or illegal purpose or to harm minors in any way;

(vi) use the Service to invade the privacy of, or obtain personal information about, any user, or to obtain a list of users, or to access or use any user’s User Materials in a manner not specifically authorized by such user;

(vii) except as expressly permitted by Fabric in writing, copy, modify, erase or damage any part of the Service or information contained on any Fabric or third party servers;

(viii) use the Service to violate any law or legal right of any third party, including any publicity or privacy right, copyright, other intellectual property right, or any contractual, fiduciary or confidentiality obligation or duty, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable;

(ix) use the Service to post or transmit any unsolicited advertising, campaigning or promotional materials or to send any Materials from an anonymous or false address, or to post or transmit any personal information, including without limitation phone numbers, social security numbers, account numbers, addresses or employer references;

(x) access or use any password protected, secure or non-public areas of the Service except as specifically authorized in writing by Fabric (unauthorized individuals attempting to access these areas of the Service may be subject to prosecution);

(xi) distribute any software viruses or other computer code designed to interfere with the functionality of the Service or any computer systems, software or hardware;

(xii) use any data mining, robots, or similar data gathering, spoofing, or extraction tools in connection with the Service;

(xiii) mislead other users or third parties as to your identity or to the origin of a message or content; or

(xiv) frame or link to the Service or Materials except as expressly permitted in writing by Fabric. 

INTERACTIVE SERVICES AND USER MATERIALS

Interactive Services

Our service may offer certain features having interactive components such as bulletin boards, chat rooms, blogs, and forums (collectively, “Interactive Services”). The Interactive Services may be covered by additional terms and conditions, which appear on the pages where these services are available, in addition to the general terms provided below. The selection of available Interactive Services may change from time to time in Fabric’s sole discretion.

User Materials

We do not control and are not responsible for any information or other materials delivered through our service by you or other users (collectively, “User Materials”). We are not obligated to and do not regularly review, prescreen, monitor, delete, or edit User Materials. However, we reserve the right to do so at any time in our sole discretion, and to refuse, delete, move or edit any User Materials, in whole or in part, with or without notice. We are not liable for damages of any kind arising from or related to any User Materials, including its refusal, alteration or deletion of any User Materials, even when we are advised of the possibility of such damages.

You are solely liable for all User Materials delivered to our service using your account. Any violation of these provisions may subject your account to termination and further legal action. You represent and warrant that you own or control all rights to the User Materials and that public posting and use of the User Materials on our Service will not violate the rights of any third party.

By providing or modifying any User Material, you are granting us and our designees a royalty-free, fully paid, non-exclusive, irrevocable, perpetual, unrestricted, worldwide license to reproduce, publish, transmit, perform, display, sublicense, create derivative works from and use such User Material for any purpose, including, without limitation, advertising and promotional purposes, alone or as a part of other works in any form, media or technology now or hereafter known. No credit, approval or compensation is due to you for any such use of User Materials you may provide. We also have the right, but not the obligation, to use your username (and real name, image, likeness or other identifying information, if provided in connection with User Materials), city and state in connection with broadcast, print, online or other use or publication of your User Materials. Please note that any User Material you submit is and will be treated as non-confidential as to you, unless specifically stated otherwise in our Privacy Policy.

The information and opinions expressed in User Materials are not necessarily those of Fabric or its content providers, advertisers, sponsors, affiliated or related entities, and we make no representations or warranties regarding that information or those opinions, and expressly disclaims any liability for User Materials. We do not represent or guarantee the accuracy, completeness or reliability of any User Materials and has no obligation to determine whether the User Materials violate the rights of others. We have no control over whether the User Materials are of a nature that you or other users might find offensive, distasteful or unacceptable. You acknowledge that any reliance on any User Materials submitted by other users will be at your own risk. You acknowledge that our website, app and service are “public,” and in addition to the license granted to Fabric, other users will have access to your User Materials and might copy, modify or distribute them.

f you are aware of any User Materials which violate this Agreement, please contact us at support [at] Fabric.com. Please provide as much detail as possible, including a copy of the underlying material, the location where we may find it, and the reason such User Materials should be removed. Please note that filing a complaint will not guarantee its removal, and we will only remove User Materials if we believe that removal is necessary. If any notice is based on an alleged copyright violation, please follow in the instructions set forth in the section entitled “Copyright Infringement.”

Other than those we specifically request, we do not accept unsolicited content or suggestions. This is to avoid any misunderstandings if your ideas are similar to those we have developed or obtained independently. However, if you submit any unsolicited content or suggestions to us, you will be deemed to have granted to us the same rights as are set out in this section with respect to User Materials. Without limiting those rights, you agree that Fabric, our affiliates and our licensees are free to use any information contained in any communication you send to us for any purpose whatsoever without your approval and without any credit, notice or compensation to you.

CONTESTS, REWARDS PROGRAMS, AND OTHER FABRIC PROMOTIONS

From time to time we may offer contests, rewards programs and other promotions to Fabric users.  Those contests, rewards programs and promotions are subject to any additional terms which may be provided to you in connection with such activities.

DISCLAIMER OF WARRANTIES

YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS AND SERVICES, CONTAINED WITHIN OR AVAILABLE THROUGH OUR SERVICE, IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. FABRIC AND ITS AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SERVICES (THE “FABRIC PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FABRIC PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES.

We do not warrant or make any representations that the Service will be error-free or uninterrupted, that defects will be corrected, or that our service will be free of viruses or other harmful components. The Fabric Parties are not responsible for any failure to access or use our Service or any failures caused by server errors, misdirected or redirected transmissions, failed internet or telephone connections, lost, interrupted or unavailable connections of any kind, miscommunications or failed transmissions of data, or any computer virus or other technical defect or error relating to our Service.

Some jurisdictions do not allow the disclaimer, exclusion or limitation of certain warranties, so some of the above disclaimers, exclusions and limitations may not apply to you. In those jurisdictions, the Fabric Parties’ liability will be limited to the fullest extent permitted by law.

LIMITATIONS ON LIABILITY

In no event will the Fabric Parties be liable to any person or entity whatsoever for any indirect, incidental, special, compensatory, consequential, or punitive damages, including but not limited to: (i) loss of goodwill, profits, business interruption, data or other intangible losses; (ii) your inability to use, unauthorized use of, performance or non-performance of our service; (iii) unauthorized access to or tampering with your personal information or transmissions; (iv) the provision or failure to provide any service; (v) errors or inaccuracies contained in our service or any materials or content obtained through our service; (vi) any transactions entered into through our service, (vii) any property damage including damage to your device or computer system caused by viruses or other harmful components during or on account of access to or use of our service, including any site to which the service provides hyperlinks; or (viii) damages otherwise arising out of your use of our service. These limitations of liability shall apply regardless of the form of action, whether based on contract, tort, negligence, strict liability or otherwise, even if any Fabric Party has been advised of the possibility of damages.  IN NO EVENT SHALL THE FABRIC PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC LICENSE OF THE SOFTWARE OR SERVICE TO WHICH THE LIABILITY IS RELATED. TO THE EXTENT THE LAWS OF YOUR JURISDICTION DO NOT PERMIT SUCH A LIMITATION OF LIABILITY WITH RESPECT TO THE SOFTWARE OR SERVICE, YOU AGREE THAT FABRIC DISCLAIMS ALL LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

INDEMNIFICATION

You agree to indemnify and hold harmless the Fabric Parties from and against all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, resulting from your breach of any provision of this Agreement or otherwise arising in any way out of your use of our Service. You agree to cooperate fully with the Fabric Parties in asserting any available defenses in connection with a claim subject to indemnification by you under this Agreement.

MODIFICATION/TERMINATION OF THE SERVICES

We reserve the right, in our sole discretion, to modify, suspend, or terminate our Service, at any time for any reason with or without notice.

If your account is cancelled or terminated, you will no longer be authorized to use our Service, but you will still be bound by this Agreement, including the warranties made by you, and by the disclaimers and limitations of liability. Fabric shall not be liable to you or any third party for any modification, suspension or termination of our service or your access to our Service.

Except where otherwise provided, our Service is currently available without charge. We reserve the right to charge a fee for access to or use of our service in the future. We will notify you before we do so. Your access to or use of our Service before such time does not entitle you to access or use our Service without charge in the future.

EXTERNAL SITES

Our website or app may contain links to external third-party sites or services that we do not own or operate. This may include links from advertisers, sponsors and/or partners that may use our logo(s) as part of a co-branding or co-marketing agreement. We do not control or monitor, and are not responsible for, these third-party sites or services, including any privacy policies or practices governing such sites and services. We make no representations regarding, and are not liable for, the accuracy, completeness, timeliness or availability of any of the content, products or services displayed, distributed, or otherwise made available at these sites and services. If you access any third-party site or service, you do so at your own risk, and your use of that site or service is subject to its own terms of use and privacy policy, which you should review. The presence of a link to a third-party site or service does not mean that we endorse, sponsor, or recommend the third party or the content, products, or services contained on, or available through, such third-party site or service.

REFERRAL PROGRAMS

We may have features that allow you to spread the message about our service, including referral programs that permit you to submit information to us about other persons (each, a “Referred Person”). You may only refer persons with whom you have a personal relationship, and you are responsible for informing the Referred Person that communications may be sent to them from us on your behalf and for obtaining their prior consent to any such communication.

We reserve the right to limit the number of Referred Persons you can submit. You may not withdraw the contact information you provide for a Referred Person once it has been submitted. A Referred Person must be a permanent, legal resident of the continental United States, of legal age of majority in his/her jurisdiction of residence, and be able to register for, or use, our service. The contact information for a Referred Person must be valid and functioning in order for us to contact him or her about our service. We will not be responsible for validating the contact information you provide. We may elect NOT to communicate with any Referred Person for any reason.

We may send you a confirmation to inform you that the Referred Person has registered for an account. If you engage in improper behavior with respect to a referral program, as we determine in our sole discretion, we may discontinue providing our service to you. We may also offer incentives or rewards in connection with a referral program, and any such incentives or rewards shall be subject to the terms of such rewards program.  We may suspend or terminate any and all referral programs in our sole discretion.

VOTING/RATING FEATURES

If we provide any voting/rating features through our service, we may have instructions and limitations for submitting your votes/ratings. It is important that you follow those instructions. We reserve the right to disqualify any votes/ratings we receive from you in excess of any stated limitation. Also, in order to uphold the integrity of the vote/ratings, payment or other consideration in exchange for votes/ratings is prohibited. Votes/ratings generated by script, macro or other automated means or any other means intended to impact the integrity of the voting/rating process as determined by us may be void. We are not liable for incorrect/inaccurate voting/rating information or for any error, omission, interruption, deletion or delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, votes/ratings. We may modify, terminate, or suspend the voting/rating or void any vote/rating should a virus, bug, non-authorized human intervention, action of voter/rater, or other cause impair the administration, security, or fairness of the voting/rating. We may disqualify any individual we find to be violating this Agreement, tampering with the voting/rating process, or acting in an unsportsmanlike or improper manner and void all associated votes/ratings. Our decisions with respect to all aspects of any voting/rating element are final and binding.

LIMITED TO PERSONAL AND NON-COMMERCIAL USE

Our Service is for your personal and non-commercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products obtained from our services without our prior written consent.

THIRD-PARTY MERCHANTS

Our service may enable you to order and receive products, rewards, information or services from third-party merchants that are not affiliated with or controlled by Fabric. All matters concerning such products, information and services are solely between you and such merchants. We do not endorse, warrant, or guarantee such products, information, or services, and we are not liable for the accuracy, completeness, or usefulness of such information or the quality or availability of such products or services. We will not be a party to and are not responsible for monitoring any transaction between you and such third-party merchants, or for ensuring the confidentiality of your credit card information. Any charges or obligations you incur in your dealings with these third-party merchants are your sole responsibility.

ADVERTISEMENTS, SPONSORSHIPS, CO-PROMOTIONS AND OTHER PARTNERSHIPS

We may display or link to advertisements for the goods and services of a third party on or through our service, including in connection with co-promotions, sponsorships and other similar partnership arrangements. We do not endorse or warrant, and are not responsible for the safety, quality, accuracy, reliability, integrity or legality of, any such goods or services advertised, promoted or displayed through our site, app or service.

INTERNATIONAL USE/U.S. EXPORT CONTROLS

Accessing materials through our service by certain persons in certain countries may not be lawful, and we make no representation that materials provided through our service are appropriate or available for use in locations outside the United States. If you choose to access our service from outside the United States, you do so at your own risk.

The United States controls the export of any software downloadable from our service. No software or any other materials associated with our service may be downloaded, exported or re-exported to countries or persons prohibited under export control laws, or to anyone on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Deny Orders. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any such materials. By using and/or downloading any such materials from our service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited or are not a person or entity to which such export is prohibited.

CHANGES TO THIS AGREEMENT OR THE SERVICE

You agree and understand that this Agreement or the Service may be modified by Fabric at any time.

If you have created an account with us, we will attempt to inform you of any modifications to this Agreement or the Service that affect (a) your obligations to us or, (b) with respect to any paid elements of the Service that you are then receiving. We will attempt to inform you of such modifications either by sending you an email at the email address you provided as part of the registration process, or by a message to you at the time you log into the Service, or by such other method as we reasonably believe will reach you. If you do not agree with any such modifications, your sole remedy is the termination of your account, which you may request by either selecting that option within the Software (if available) or sending an email to the address set forth in this Agreement.  Cancellation of your subscription will take effect upon the end of the then-current subscription term, at which time you will no longer have access to the Service. Your continued use of the Service after receiving notice of any modifications indicates your acceptance of the modified Agreement or the modified Service.

If you have not registered and do not have an account, any modifications to this Agreement or the Service will be effective as to you upon Fabric's posting of the new terms and/or upon implementation of the new changes on the Service, and your continued use of the Service after any modifications indicates your acceptance of the modified Agreement or the modified Service.

Unless expressly stated otherwise by Fabric, any new features, new services, enhancements or modifications to the Service implemented after your initial access to the Service shall be subject to this Agreement.

CLAIMS AND ARBITRATION

You agree that the all disputes and claims arising out of, or relating to, this Agreement, the Service, your use of the Service (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or Fabric, shall be determined exclusively by final and binding arbitration. Provided however, that you agree that the terms of this paragraph do not apply to any breach or alleged breach of the ownership or license rights of Fabric or any of its licensors with respect to any Materials and/or Service, or your (or any third party's) misuse of the Materials and/or Service, and that, in the event of any such breach of alleged breach, Fabric and its licensors will be irreparably harmed and entitled to equitable and injunctive relief in addition to all other remedies provided by this Agreement or available at law. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators and conducted in San Francisco, California. You and Fabric also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. Except as expressly set forth above in this paragraph, you and Fabric may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate Fabric 's or any of it's licensor's intellectual property rights, or may cause continuing or irreparable harm to Fabric (including, but not limited to, any breach that may impact Fabric 's or it's licensors’ intellectual property rights, or a breach by reverse engineering), Fabric may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. To the fullest extent permitted by applicable law: no arbitration under this Agreement shall be joined to an arbitration involving any other current or former licensee of Fabric, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and Fabric); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and Fabric).

 GOVERNMENT END USERS

If the Service and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Service is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Agreement apply.

GENERAL

Entire Agreement. This Agreement constitutes the entire agreement between you and Fabric and governs your use of the Service, superseding any prior agreements between you and Fabric with respect to the Service. With respect to your use of other authorized Fabric services, affiliate services, affiliate devices or equipment, third-party content, or third-party software, you also may be subject to additional terms and conditions.

Remedies.  You understand and agree that any unauthorized use of the Service would result in irreparable injury to Fabric for which money damages would be inadequate, and in such event Fabric shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that Fabric may have under separate legal authority, including but not limited to, any claim for intellectual property infringement. To the extent permitted by law, you understand and agree that your termination of your use of the Service is your sole right and remedy with respect to any dispute with Fabric. You can terminate your use of the Service by delivering notice to support [at] Fabric.com. 

Assignment.  This Agreement is personal to you. You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, without Fabric’s prior written consent. Any attempted assignment by you shall be null and void. Fabric may assign its right and obligations under this Agreement at its sole discretion.

Choice of Law and Forum.  This Agreement and the relationship between you and Fabric shall be governed by the laws of the State of California without regard to its conflict of law provisions. The United Nations Convention of Contracts for the International Sale of Goods will not govern this Agreement, and is hereby expressly excluded. Except for claims or disputes to the extent arbitrated as provided above, you expressly agree that the state and federal courts located in San Francisco, California have exclusive jurisdiction over any claim or dispute with Fabric or relating in any way to your account or your use of the Service. Except for claims or disputes to the extent arbitrated as provided above, you further agree and expressly consent to personal jurisdiction over you in the federal and state courts located in San Francisco, California in connection with any such dispute including any claim involving Fabric or the Fabric affiliates.

Waiver and Severability of Terms. The failure of Fabric to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Remedies.  You understand and agree that any unauthorized use of the Service would result in irreparable injury to Fabric and/or the Fabric Affiliates for which money damages would be inadequate, and in such event Fabric and the Fabric Affiliates, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that Fabric and the Fabric Affiliates may have under separate legal authority, including but not limited to, any claim for intellectual property infringement.

Trademarks. Except as expressly set forth in this Agreement, all trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of Fabric and/or its affiliates and licensors. You may not copy, display or use any of these marks without prior written permission of the mark owner.

If you have any questions concerning this Agreement or our service, please contact Customer Service at support [at] tryfabric.com.

COPYRIGHT & TRADEMARK NOTICE

Use of Intellectual Property

Our Service, and all of its contents, including but not limited to text, photographs, graphics, video and audio material, software, Fabric and Fabric logos, titles, characters, names, and button icons (collectively “Intellectual Property”), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Intellectual Property is owned or controlled by Fabric or by other parties that have provided rights thereto to Fabric.

You agree that you will not reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, decompile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any Intellectual Property, information, software or products obtained from or through our service, in whole or in part, without our express written permission.

Any trademarks, service marks, product names and company names or logos appearing in any part of our service that are owned by Fabric, its affiliates, licensors, or suppliers may not be used without express permission from the respective owner.

Unless otherwise expressly permitted, websites may not hyperlink to any page beyond the homepage of our website, or frame our website, or any web page or material contained within our service, nor may any entity include a hyperlink to any aspect of our service in an email for commercial purposes, without our express written permission.

Copyright Infringement

We respect the intellectual property rights of third parties, and comply with the terms of the Digital Millennium Copyright Act (DMCA) regarding such rights. By submitting any User Materials to our service you are granting permission to have such User Materials posted on our website, our app and/or via any other of the media channels, and are representing that you are the rightful owner of the submitted material, and that no one else may claim rights to this material. It is our policy to (1) block access to or remove User Materials that we believe in good faith to be copyrighted material that has been illegally copied, displayed or distributed; and (2) remove and discontinue Services to repeat offenders.

Procedure for Making Claim of Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, please send written notification thereof, in accordance with the provisions of the Digital Millennium Copyright Act (the “Notification”), to our Designated Agent, who can be reached as follows:

By mail: Fabric, Inc. ATTN: Administrative Offices 148 Townsend San Francisco, CA. 94107 

Pursuant to 17 U.S.C. § 512(c), to be effective, the Notification should include the following:

               A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

               Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site is covered by a single notification, a representative list of such works at that site.

               Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

               Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address.

               A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

               A statement requesting that Fabric take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled);

               A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

This process only relates to reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process.