FabriqTerms of Service
LastUpdated: June 4, 2020
We are a career development platform that empowersinstitutions to help us serve students, alumni and employers for the purpose ofpersonal and professional development.
ThisTerms of Service (the “Terms”) applies to your use of Fabriq mobileapplications, the buildfabriq.com website, and any other associated Fabriq services(the “Services”). These Terms also govern your relationship with Parallel LLCdba Fabriq, a North Carolina limited liability company (“Fabriq,” “we,” “us,” or “our”).
Fabriqwill update these Terms over time, and the “Last Updated” date at the top ofthe Terms will list the last date we updated these Terms. In the event we makeminor changes that do not materially affect your rights, we will post theupdated Terms on the website. If we make a change that materially affects yourrights, we will notify you by email and through the Fabriq Services, and byrequiring you to review and accept updated Terms before continuing to use theServices.
Ifyou are a community organizer with a separate written agreement with Fabriqthat states that it supersedes these Terms (for example, if you are a CommunityCustomer), then to the extent there is any conflict between the documents, theprovisions in your other agreement applies.
IMPORTANT NOTICE: READTHESE TERMS CAREFULLY. THESE TERMS INCLUDE BINDING ARBITRATION AND A CLASSACTION WAIVER. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS IN THESE TERMS,PLEASE DO NOT USE THE SERVICES.
Ifyou are a member, you will need to create a member account (a “Member Account”)to use Fabriq.
Creatinga Member Account Associated with your Community Customer
You may create a Member Account if you are a student, alumnus,community professional, or guests at a Fabriq Community Customer (“Customer”). Customersuse Fabriq as a service provider to manage community, curate broadcasts, facilitatevideo calls and build community among students, alumni, Community Customer professionals,and employer Customers. When Community Customers sign-up for Fabriq, we oftendeploy a custom-branded mobile app. In these instances, you will access Fabriqthrough your community’s custom-branded mobile app. Community Customers may alsosend us personal information about their students so that Fabriq can provide theseservices.
Initially,your Community Customer will notify you with information about how to create orenable your Member Account. As you create your Member Account, and we confirmyour association with your Community Customer, we may pre-populate some informationfor your profile with information your Community Customer provides to Fabriq.After your Community Customer approves your Member Account, Fabriq willgenerate your member profile (“Member Profile”), which will be publicly viewablewithin Fabriq. In short, only if you opt-in by completing the onboardingprocess will you have a public Member Profile.
Pleasenote that Community Customers also have the ability to manually edit certainprofile fields about their members using Fabriq. We encourage you to reviewthis information for accuracy and completeness. Some of this information may belocked by your Community Customer and you cannot edit such information usingFabriq. If you believe any pre-populated information is incorrect, pleasecontact your Community Customer.
Wecount on you to truthfully provide the information necessary to create a MemberAccount, and you agree not to misrepresent any information about yourself increating or updating your Member Account.
Pleasekeep in mind the importance of keeping your Member Profile, as well as othercontent and communications with Fabriq, professional. You are responsible forall content you upload to Fabriq, and we prohibit content that is violent,discriminatory, threatening, pornographic, or otherwise sexually suggestive.You also agree not to harass, bully, abuse, intimidate, or impersonate otherpeople or entities. In general, you further agree to refrain from using theFabriq Services for any illegal or unauthorized purpose, including fraud,identity theft, copyright infringement, or spam.
Information from your Member Account becomes apublic Member Profile only when you opt-in by completing on-boarding and whenyour Community Customer approves your access. You can change your profileinformation at any time while your account is active by accessing and editingyour Member Account in the mobile app. This includes completely opting-out of participatingby deleting your Profile.
Ifyou are an Employer Customer, you will need to have an Employer Customeraccount (“Employer Customer Account”) to access Fabriq. Employer Customers areemployers that the Community Customer invites into the Fabriq CommunityCustomer platform.
Creating an EmployerCustomer Account Associated with a Community Customer
Youmay create your Employer Customer Account and gain access to a Fabriq CommunityCustomer upon the approval of each Community Customer.
EmployerCustomer Account Guidelines
Wecount on you to truthfully provide the information necessary to create an EmployerCustomer Account, and you agree not to misrepresent any information aboutyourself in creating or updating your Employer Customer Account.
CommunityCustomer Accounts have administrative access to all Fabriq Community Customerdata, including all Member Accounts and Employer Customer Accounts. Community CustomerAccounts are responsible for approving access to their Fabriq Community Customerplatform for their Member Accounts and Employer Customer Accounts.
Anycontent you submit belongs to you. Fabriq does not make any claim of ownershipof any Content that you post on the Services. When you submit your content onor through the Services, you grant to Fabriq a non-exclusive, transferable,sublicensable, worldwide, royalty-free license to use, copy, modify, publiclydisplay, publicly perform and distribute your content, but only in connectionwith operating and providing the Fabriq Services.
Youare solely responsible for your content. You represent and warrant that you ownyour content or that you have all rights necessary to grant us a license to useyour content as described in these Terms. You also represent and warrant toFabriq that your content, and the use and provision of your content on theServices will not: (a) infringe or violate a third party’s intellectualproperty rights such as patent, copyright, trademark, trade secret, moralrights, or rights of publicity or privacy; (b) violate, or encourage others toviolate, any applicable law or regulation or in any way would give rise topotential liability; (c) be fraudulent, false, misleading or deceptive; (d) bepornographic, obscene, vulgar, or otherwise offensive; (e) promotediscrimination, bigotry, racism, hatred, harassment or harm against anyindividuals or groups; (f) be violent or threatening or promote violence oractions that are threatening to any person or entity; or (g) promote illegal orharmful activities or substance abuse.
TheServices, including all Fabriq content, as well as the selection, arrangement,and composition of such information are proprietary property of Fabriq, itssuppliers, and licensors and are protected by United States and internationalintellectual property laws, including but not limited to trademark and copyrightlaws. You agree not to remove, alter, or obscure any copyright, trademark orproprietary rights notice incorporated in or accompanying the Services.
YOURLICENSE TO USE FABRIQ
Subjectto your compliance with these Terms, Fabriq hereby grants you, a personal,worldwide, royalty-free, revocable, non-exclusive, non-transferable, andnon-sublicensable right to access and use the Services solely for the intendeduse of the Services. You may not reverse engineer, decompile, disassemble, orotherwise attempt to derive the source code or architectural framework for theServices (except to the extent specifically permitted by applicable law). Youalso may not access, download, monitor, or copy any information or contentcontained on or in the Services through automated or artificial means(including, but not limited to, screen and database scraping, spiders, robots,crawlers, deep-link, or any similar or equivalent automatic or manual process),or in any way obtain or attempt to obtain any content or information throughany means that Fabriq does not intentionally make available through theServices.
LIMITS AND TERMINATION
Fabriqreserves the right to limit your use of the Services. Fabriq reserves the rightto restrict, suspend, or terminate your access, with notice, if Fabriq believesthat you may be in breach of these Terms. Fabriq may change any of its Servicesat any time without notice. We have no obligation to store, maintain, or providea copy of any content or information except as required by applicable law.
TheseTerms are effective until terminated by Fabriq, and Fabriq may terminate theseTerms, or suspend or terminate your access and use of the Services at any time,with or without cause, in Fabriq’s absolute discretion and without notice. Thefollowing provisions of this Agreement shall survive termination of your use oraccess to the Site: the sections concerning Disputes, Indemnification, BindingArbitration, Class Action Waiver, Limitation of Liability, and MiscellaneousTerms, and any other provision that by its terms is intended to survive youruse or access to the Site.
Third-Party Intellectual Property
Monitoringof the Site
Fabriq has no obligationto monitor the Site. However, you acknowledge and agree that Fabriq has theright to monitor the Services electronically from time to time and to discloseany information as necessary or appropriate to satisfy any law, regulation orother governmental request, to operate the Site, or to protect itself or otherusers of the Site.
This Site is not intendedfor distribution to, or use by, any person or entity in any jurisdiction orcountry where such distribution or use would be contrary to applicable law orregulation. By offering this Site and Content no distribution or solicitationis made by Fabriq to any person to use the Site or Content in jurisdictionswhere the provision of the Site and/or Content is prohibited by law.
GOVERNING LAW ANDDISPUTE RESOLUTION
Thelaws of the Commonwealth of Virginia will govern these Terms, as well as anyclaim that might arise between you and us, without regard to conflict of lawprovisions.
Thearbitration will be conducted by the American Arbitration Association (AAA)under its then-applicable rules, including (as appropriate) its SupplementaryProcedures for Consumer-Related Disputes. The AAA's rules are available at http://www.adr.org/.Payment of all filing, administration and arbitrator fees will be governed bythe AAA’s rules. The arbitration shall be conducted in the English language bya single, independent, and neutral arbitrator. For any hearing conducted in personas part of the arbitration, you agree that the hearing will be conducted inMecklenburg County, North Carolina. The decision of the arbitrator shall befinal and binding. Judgment on the arbitral award may be entered in any courtof competent jurisdiction.
Youmay decline this agreement to arbitrate so long as you contact us at firstname.lastname@example.org thirty (30) days of first accepting these Terms and stating that youdecline this arbitration agreement.
Class Action Waiver
ANYDISPUTE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. IN NO INSTANCE WILL ANYDISPUTE BE RESOLVED IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IN NOINSTANCE WILL ANY DISPUTE BE RESOLVED IN A CLASS ARBITRATION, CLASS ACTION,PRIVATE ATTORNEY GENERAL ACTION, OR OTHER CONSOLIDATED ARBITRATION. YOUR ACCESSAND CONTINUED USE OF THE SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THISWAIVER. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION,WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BEBROUGHT ONLY IN COURTS OF COMPETENT JURISDICTION LOCATED IN MECKLENBURG COUNTY,NORTH CAROLINA. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OFSUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUMNON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstandinganything to the contrary, you and Fabriq may seek injunctive relief and anyother equitable remedies from any court of competent jurisdiction to protectintellectual property rights, whether in aid of, pending or independently ofthe resolution of any Dispute pursuant to the arbitration procedures set forthabove.
DISCLAIMERS ANDLIMITATIONS OF LIABILITY
Fabriq Services “AS-IS”
Your access and use of the Fabriq Services iscompletely at your own risk. You acknowledge, understand, and agree that theServices are provided on an “AS-IS” and “AS AVAILABLE” basis. Without limitingthe foregoing, to the maximum extent permitted under applicable law, FABRIQDISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Nothingwill create any warranty not expressly made herein.
Limitation of Liability
YOUACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RISKARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHERFABRIQ NOR ANY OTHER PARTY INVOLVED IN THE SERVICES WILL BE LIABLE (WHETHERBASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY ORANY OTHER LEGAL THEORY, AND WHETHER OR NOT FABRIQ HAS BEEN INFORMED OF THEPOSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUNDTO HAVE FAILED OF ITS ESSENTIAL PURPOSE FOR: (A) ANY INCIDENTAL, SPECIAL,EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSSOF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C)THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL ORBODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESETERMS; (E) THE USE OF OR INABILITY TO USE THE SERVICES; OR (F) ANYCOMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OROTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OFTHE SERVICES.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF FABRIQAND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS AND SERVICES, ORFROM THE USE OF OR INABILITY TO USE THE SERVICES OR INTERACTIONS WITH ANY OTHERUSERS EXCEED ONE HUNDRED US DOLLARS ($100).
Youagree to release, defend, indemnify, and hold harmless Fabriq and itsaffiliates and subsidiaries, and their respective officers, directors,employees and agents, from and against any claims, liabilities, damages,losses, and expenses, including without limitation reasonable legal andaccounting fees, arising out of or in any way connected with your access to oruse of the Services or your violation of these Terms.
These Terms, and anyrights and license granted hereunder, may be transferred or assigned by either Partyonly with the other Party’s prior written consent, not to be unreasonablywithheld. Notwithstanding the foregoing, Company may assign this Agreement withthe Customer’s consent in connection with a corporation reorganization, sale,or other disposition of substantially all of the assets of the Company.
These Terms constitutethe entire agreement between you and Fabriq concerning the Services andsupersede all prior or contemporaneous communications of any kind between youand Fabriq with respect to the Services. If any provision of these Terms isheld by a court or other tribunal of competent jurisdiction to be invalid,void, or unenforceable, such provision shall be limited or eliminated to theminimum extent necessary and replaced with a valid provision that best embodiesthe intent of these Terms, and the remainder of these Terms shall remain infull force and effect.
No waiver of anyprovision of these Terms shall be deemed a further or continuing waiver of suchterm or any other term, and Fabriq’s failure to assert any right or provisionunder these Terms shall not constitute a waiver of such right or provision.
If you have questions about these Terms, please contactus by email at email@example.com.