Welcome to FABFAD.com, a service of CPrint Holdings, LLC, a Delaware limited liability company, and its affiliates (together, “FABFAD”).  FABFAD provides website features and other products and services to you when you visit or use FABFAD.com, use FABFAD’s services, use FABFAD applications for mobile, or use  tools or software provided by FABFAD in connection with any of the foregoing (collectively, “FABFAD’s Services”).  All of FABFAD’s Services are subject to the following terms and conditions.  Please read them carefully.

1.    USE OF FABFAD’S SERVICES & ACCEPTANCE OF TERMS

BY USING FABFAD.COM AND FABFAD’S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL THE TERMS AND CONDITIONS OF THESE TERMS OF USE (THE “TERMS”) AND AGREE TO BE LEGALLY BOUND BY THEM.

IF YOU DO NOT AGREE TO ALL THE TERMS, YOU MAY NOT USE OR ACCESS FABFAD’S SERVICES AND MUST DISCONTINUE USE OF FABFAD’S SERVICES, INCLUDING FABFAD.COM.

BY USING FABFAD.COM AND FABFAD’S SERVICES, YOU REPRESENT THAT YOU EITHER HAVE THE LEGAL CAPACITY TO ACCEPT AND AGREE TO THESE TERMS, OR THAT YOUR PARENT(S) OR LEGAL GUARDIAN(S) HAS CONSENTED TO YOUR USE OF FABFAD’S SERVICES AND ACCEPT AND AGREE TO THESE TERMS ON YOUR BEHALF.

2.    MODIFICATION TO TERMS

FABFAD reserves the right to update or modify the Terms at any time without notice, and you agree that FABFAD may do so.  If the modifications to the Terms constitute a material change in FABFAD’s good faith reasonable judgment, FABFAD will notify you via email or by posting a notice on FABFAD.com’s homepage.   

If you do not agree to any modification of these Terms, you must immediately stop using FABFAD’s Services. Your continued use of FABFAD’s Services after any modification to these Terms constitutes your acceptance of the amended Terms.  

If you ever have any questions about these Terms, please do not hesitate to contact us at support@fabfad.com.

3.    UPLOADING DESIGNS AND CONTENT; OWNERSHIP AND RIGHT TO USE

When you upload or post your designs, drawings, text, photographs, images or other content to FABFAD.com (your ‘Designs” or “Content”), you keep your copyright to your Content.  All Designs uploaded to FABFAD.com are deemed private.

By uploading Designs to FABFAD.com you represent and warrant that:

1. You are the lawful owner of such Designs.
2. You have all rights to use, reproduce, share, make public and distribute such Designs.
3. The Designs comply with all applicable federal, state, and local laws, regulations and ordinances.
4. The Designs do not violate any copyright, trademark, trade secret or other intellectual property right of any third party.
5. The Designs do not invade any individual’s right of privacy or celebrity.
6. The Designs are not unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically or otherwise objectionable.

You acknowledge and agree that you are responsible for the creation and compilation of your Content, and that neither FABFAD nor any other party assumes that responsibility, whether that party is involved with the production of any product or material incorporating such Content (including fabric) or otherwise.   

FABFAD’s production of any product depicting your Content, including but not limited to fabric, does not indicate that FABFAD accepts, approves of or endorses the Content, that the Content complies with applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.

You understand that FABFAD provides an automated web-based service and does not filter or examine Content uploaded to or published on FABFAD.com, and that FABFAD and its designees shall at all times have the right (but not the obligation) in their sole and absolute discretion to review, reject or remove any Content that is uploaded or available via FABFAD.com.

You hereby agree to waive any claims against FABFAD and its affiliates, contractors, agents, third party service providers and employees (collectively, “FABFAD’s Representatives”) for losses, damages and injuries which are based on or relate to Designs, communications or materials made available to or through FABFAD.com, or posted on FABFAD.com by other users and persons other than FABFAD or FABFAD’s Representatives.

4.    GRANT OF LICENSE TO CONTENT TO FABFAD

By submitting Content to FABFAD.com, you grant FABFAD a nonexclusive, worldwide, transferable license to create derivative works from, modify, copy, crop, sell, display and distribute the Content and fabrics created from or based on such Content as part of FABFAD’s Services.  

If you choose to make your Design public on FABFAD.com, you give FABFAD the right to display or print your Design, including photographic images of fabric made from that Design, for any reasonable business use, including use in materials used to help market FABFAD.com and FABFAD’s Services and users.  You acknowledge and agree that Internet search engines will also index public Designs and the information included in Public user profiles.

5.    ORDERS

You acknowledge that FABFAD may review the Designs submitted for any order placed through FABFAD.com for adherence to FABFAD’s guidelines and compliance with these Terms.

Without limiting the foregoing, FABFAD and its designees shall have the right to refuse to fulfill any order for any reason and to remove any Content that violates the Agreement or is otherwise found to be objectionable.  At our discretion we will remove Content and/or user accounts that violate our policies with respect to FABFAD.com. FABFAD reserves the right to amend the policies described above from time to time at its sole discretion.

6.    PRICING

Prices for products and services on FABFAD are described on FABFAD.com and are incorporated into these Terms by reference.  All prices are in US dollars.  Prices and products may change at FABFAD’s discretion at any time and for any reason, including availability of materials necessary to fulfill orders.  

If FABFAD determines any price information is inaccurate, FABFAD reserves the right to void any order made in reliance on an inaccurate price, and to correct or modify inaccurate charges for any order, including after shipment.

7.    SHIPPING

Title and risk of loss for all products ordered by you on FABFAD.com shall pass to you upon FABFAD’s delivery to the shipping carrier for shipment.  The shipping carrier shall be solely responsible for any damage, loss or destruction of products while in the custody of the shipping carrier.

You shall be responsible for payment of all shipping, insurance, customs charges and other transportation costs for shipment of products ordered by you through FABFAD.com, unless otherwise stated on FABFAD.com or agreed by FABFAD (such as through a limited time special offer).

8.    COPYRIGHT POLICY & PROCESS FOR ALLEGATION OF COPYRIGHT INFRINGEMENT

FABFAD respects the intellectual property rights of others and expects its users to do the same. FABFAD may terminate access to FABFAD’s Services (including accounts on FABFAD.com) for users and account holders whom it believes to be infringers at its sole discretion.

It is FABFAD’s policy to respond expeditiously to claims of infringement. FABFAD will promptly process and investigate notices of alleged copyright infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable laws.  

If you believe in good faith that your copyrighted material has been posted on FABFAD.com in violation of any applicable rights or licenses, and you want this material removed, you must provide FABFAD.com with a written communication that details the information listed in this section.

Please also note that under Section 512(f) of the Copyright Act any person who knowingly materially misrepresents that material or activity is infringing, may be subject to liability. You may wish to contact an attorney for legal assistance on this matter prior to submitting a notification.

To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright interest that is allegedly infringed.
2. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of alleged infringed copyrighted works.
3. 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, including a link or description of where the claimed infringing Content is located on FABFAD.com so that FABFAD is capable of finding and verifying its existence.
4. Contact information, including identification of the copyright owner, your name, address, telephone number, and email address.
5. 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.
6. A statement by you, made under penalty of perjury, that the information in the notice is accurate, and that the complaining party is authorized to act on behalf of the owner of the copyright interest that is allegedly infringed.

Send the written infringement notice and the materials above to our “Designated Agent” the following address:

Copyright Agent:

FABFAD.COM
1901 East 7th Place
Los Angeles, CA 90021
Attention: Legal Department
Phone: 213-488-0456
Email: legal@FABFAD.com

Upon FABFAD’s receipt of notices in substantial compliance with the DMCA and the requirements of this Section, FABFAD will use its reasonable efforts to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

9.    USER ACCOUNT & PASSWORD

If you register on FABFAD.com, you will create a FABFAD account and will need to provide a user name, password and valid email address. You may never use another person's account without permission of the account holder. When creating your  FABFAD account, you must provide true, accurate, current and complete information about yourself as prompted by the FABFAD.com registration form and maintain and promptly update your registration data to keep it true, accurate, current and complete.

You are solely responsible for maintaining the confidentiality of the password and account, and you are solely responsible for all activities that occur under or in connection with your password or account.

You agree to immediately notify FABFAD of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session.

FABFAD is not and shall not be liable in any manner for any losses caused by any unauthorized use of your account, or any claims of loss or damage arising from your failure to comply with these account and password requirements.  You may however be liable for any losses incurred by FABFAD or other parties due to any such unauthorized use or your failure to comply with these account and password requirements.

10.    USER DELETION OF DESIGNS OR USER ACCOUNTS

If you delete your FABFAD.com account, FABFAD may retain your personal information as long as is reasonably required to fulfill the purposes for which it was collected.  

If you choose to delete a Design from FABFAD, it will no longer be available or visible on FABFAD.com.  However, if a Design is used for an order and then deleted, we preserve a copy of that Design to fulfill the order.

Please be advised that FABFAD may retain copies of Designs, orders and use of FABFAD.com in its archives as required for backing up and protecting its database and website, and for FABFAD’s business records and evidentiary purposes.  

11.    FABFAD TERMINATION OF USER ACCOUNT

You agree that FABFAD, in its sole and absolute discretion, may at any time for any reason or no reason, may terminate your password, your FABFAD account (or any part thereof) or your use of FABFAD.com, and remove and discard any Content you may have uploaded or contributed to FABFAD.com.

FABFAD, in its sole and absolute discretion,  at any time for any reason or no reason, with or without notice, may modify any aspect of FABFAD.com and may terminate FABFAD.com in whole or in part and discontinue providing FABFAD’s Services. Further, you agree that FABFAD shall not be liable to you or any third-party for any termination of your access to FABFAD.com.

12.    CONSENT TO MONITORING

FABFAD reserves the right to monitor your use and activities on FABFAD.com, and you acknowledge and agree that FABFAD may (but is not required to) do so, and that FABFAD may disclose any such information, if and as FABFAD deems appropriate for purposes of ensuring your compliance with these Terms, applicable law, cooperating with legal authorities, and otherwise protecting FABFAD’s rights, property and interests.

13.    PRIVACY AND USE OF PERSONAL INFORMATION

Your privacy is very important to us at FABFAD.  We collect and store personal information when you register, move through FABFAD.com, and make purchases.  Visitors to this website should refer to our Privacy Policy for more detailed information about how FABFAD collects and uses personal information.  By using FABFAD.com and accepting these Terms, you expressly consent to FABFAD’s use of your personal information as described in FABFAD’s Privacy Policy, which is incorporated herein by reference.

FABFAD may set and access cookies to keep track of login status.  Please refer to your browser’s “Help” menu for how to change cookie preferences.

Notwithstanding the foregoing, you acknowledge and agree that FABFAD may preserve your Content and may also disclose your Content and information about your use of FABFAD’s Services, including your personal information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of FABFAD, its users and the public.

FABFAD may also disclose personal information as necessary to investigate or prevent violations of these Terms or suspected illegal activity, to trusted partners who work with us under confidentiality agreements, or to a company that acquires or merges with FABFAD.

14.    CONSENT TO ELECTRONIC COMMUNICATIONS

When you use FABFAD’s Services, or send emails to FABFAD, you are communicating with us electronically.  You consent to receive communications from FABFAD electronically. We will communicate with you by email or by posting notices on FABFAD.com or through FABFAD’s Services. You agree that all agreements, notices, disclosures and other communications that FABFAD provides to you electronically satisfy any legal requirement that such communications be in writing.

You further agree that any notices provided electronically by FABFAD are deemed to be given and received on the date any such electronic communication is transmitted. Please be aware that emails to you from FABFAD may be routed to your “Spam” or “Junk” folder.  It is your responsibility to check your “Spam” or “Junk”  folder and change your settings to allow emails from FABFAD.com if needed.

15.    LINKS TO OTHER WEBSITES

FABFAD may provide (and permit other parties to provide) links to other websites or resources.  Because, you acknowledge and agree that  FABFAD has no control of such websites and resources; FABFAD is not responsible for the availability of such websites or resources; and FABFAD does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources.  You further acknowledge and agree that FABFAD 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 use of or reliance on any such content, goods or services available on or through any such website or resource.

16.    USER’S WARRANTY OF NO INFRINGEMENT

YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE DESIGNS WHICH YOU USE ON FABFAD.COM AND THAT SUCH DESIGNS DO NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR ANY OTHER RIGHTS OR INTERESTS  OF ANY OTHER PERSON.   YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN ANY WAY RELATED TO OR ARISING FROM YOUR DESIGNS, INCLUDING THE OWNERSHIP,  INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE DESIGNS OR ANY PART OR COMPONENT OF THE DESIGNS.

17.    PROHIBITED CONDUCT

You acknowledge and agree that you are fully responsible and liable for your  use of FABFAD’s Services, including for any Content you access or transmit via FABFAD’s Services and material that results from your use of FABFAD’s Services, and that you shall bear all risks regarding use of FABFAD’s Services.  

You agree not to use FABFAD’s Services to engage in any prohibited conduct that violates any applicable law or regulation, the rights of FABFAD, or the rights of any third party.

USE OF FABFAD’S SERVICES FOR THE FOLLOWING ACTIVITIES IS STRICTLY PROHIBITED:

1. Harm to Minors.  Using FABFAD’s Services to harm, or attempt to harm, minors in any way.
2. Illegal Use.  Using FABFAD’s Services to transmit any material that, intentionally or unintentionally, violates any applicable local, state, national or international law, or any related rules or regulations.
3. Invasion of Privacy.  Using FABFAD’s Services for activities that invade another’s privacy.  
4. Intellectual Property Right Violations.  Using FABFAD’s Services to engage in any activity that infringes or misappropriates the intellectual property rights of others, including patents, copyrights, trademarks, service marks, trade secrets, or any other proprietary right of any third party.
5. Obscene or Indecent Speech or Materials.  Using FABFAD’s Services to advertise, solicit, transmit, store, post, display, or otherwise make available obscene or indecent images or other materials.  FABFAD shall fully cooperate with law enforcement if it becomes aware of any use of FABFAD’s Services in any connection with child pornography, the solicitation of sex with minors, or any other obscene or indecent use.
6. Harassment, Defamatory or Abusive Language.  Using FABFAD’s Services to transmit, post, upload, or otherwise making available defamatory, harassing, abusive, or threatening material or language that encourages bodily harm, destruction of property or harasses another.  
7. Hacking.  Using FABFAD’s Services to access illegally or without authorization computers, accounts, equipment or networks belonging to another party, or attempting to penetrate security measures of another system.  This includes any activity that may be used as a precursor to an attempted system penetration, including, but not limited to, port scans, stealth scans, or other information gathering activity.
8. Distribution of Internet Viruses, Trojan Horses, or Other Destructive Activities.  Using FABFAD’s Services to distribute information regarding the creation of and sending Internet viruses, worms, Trojan Horses, pinging, flooding, mail bombing, or denial of service attacks.  Using FABFAD’s Services for activities that disrupt the use of or interfere with the ability of others to effectively use FABFAD’s Services or any connected network, system, service, or equipment.
9. Facilitating a Violation of the Terms.  Using FABFAD’s Services to advertise, transmit, or otherwise make available any software product, product, or service that is designed to violate the Terms, which includes the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks, and piracy of software.  
10. Forgery or Impersonation.  Using FABFAD’s Services to forge or impersonate by adding, removing or modifying identifying network, message, or article header information in an effort to deceive, mislead, or mask the originator of the message, or attempting to impersonate any person by using forged headers or other identifying information.   
11. Unsolicited Commercial Email/Unsolicited Bulk Email.  Using FABFAD’s Services to transmit any unsolicited commercial email or unsolicited bulk email.  Activities that have the effect of facilitating unsolicited commercial email or unsolicited bulk email, whether or not that email is commercial in nature, are prohibited, including where email is generated by third-party software such as a virus or malware.  Using deliberately misleading headers in e-mails sent to multiple parties is strictly prohibited.  
12. Collection of Personal Data.  Using FABFAD’s Services to collect, or attempt to collect, personal information about third parties without their knowledge or consent.
13. Unauthorized Access.  Using FABFAD’s Services to access or attempt to access the accounts of others, or to penetrate or attempt to penetrate security measures of FABFAD or another person or entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in disruption of FABFAD’s Services or the corruption or loss of data.
14. Other Illegal Activities.  Using FABFAD’s Services in violation of applicable law and regulations related to illegal activity, including, but not limited to, advertising, transmitting, or otherwise making available Ponzi schemes, pyramid schemes, fraudulently charging credit cards, pirating software, or making fraudulent offers to sell or buy products, items, or services, or making unregistered sales of securities, securities fraud or “chain letters”.
15. Resale.  The sale, transfer, or rental of FABFAD’s Services to customers, clients or other third parties, either directly or as part of a service or product created for resale.

18.    FABFAD’S PROPRIETARY RIGHTS

You acknowledge and agree that all content included in or made available through FABFAD’s Services, such as  graphics, logos, button icons, images, text, digital downloads, and data compilations or other material contained or distributed on or through FABFAD.com by FABFAD is the property of FABFAD or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through FABFAD’s Services is the exclusive property of FABFAD and protected by U.S. and international copyright laws.   You may not use, reproduce or distribute any content on FABFAD.com without the prior written consent of the owner of such website content, except as permitted by law.

You also acknowledge and agree that all graphics, logos, page headers, button icons, scripts, and service names included in or made available through FABFAD’s Services are trademarks or trade dress of FABFAD in the U.S. and other countries. FABFAD’s trademarks and trade dress may not be used in connection with any product or service that is not FABFAD’s, in any manner that is likely to cause confusion among customers or users, or in any manner that disparages or discredits FABFAD. All other trademarks not owned by FABFAD that appear in FABFAD’s Services  are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by FABFAD.

You acknowledge and agree that FABFAD.com and any software used in connection with FABFAD.com (“FABFAD Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  All such FABFAD Software shall remain the properly of FABFAD and you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on FABFAD Software, in whole or in part.

19.    NO UNAUTHORIZED USE

Except as expressly stated in these Terms, you are not allowed to use, display or reproduce any part of the FABFAD.com website without FABFAD’s prior written consent and authorization and you are not granted any intellectual property rights in or to FABFAD.com website by implication, estoppel or any other legal theory.  All rights in and to FABFAD.com not expressly granted in these Terms are hereby expressly reserved and retained by FABFAD.

20.    FABFAD DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THIS WEBSITE AND THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FABFAD AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE CONTENT OR FABFAD’S SERVICES AND THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF FABFAD.COM, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY FABFAD, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT).  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FABFAD OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT (A) FABFAD’S SERVICES MAY NOT BE UNINTERRUPTED OR ERROR-FREE; (B) YOU MAY BE EXPOSED TO VIRUSES OR OTHER HARMFUL APPLICATIONS AND A VARIETY OF MATERIALS AND INFORMATION THAT MAY BE OFFENSIVE TO YOU THROUGH FABFAD’S SERVICES; (C) FABFAD DOES NOT GUARANTEE THE SECURITY OF FABFAD’S SERVICES; (D) BY USING FABFAD’S SERVICES, UNAUTHORIZED THIRD PARTIES MAY BE ABLE TO ACCESS YOUR COMPUTER OR FILES OR OTHERWISE MONITOR YOUR CONNECTION AND ACTIVITIES; AND (E) AVAILABILITY OF FABFAD’S SERVICES IS BASED ON THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SPECIFIED IN THESE TERMS OF USE, AND THE USE OF FABFAD’S SERVICES WOULD REQUIRE A SUBSTANTIAL CHARGE TO YOU IF ANY OF THE TERMS OF USE WERE UNENFORCEABLE.  

21.    FABFAD’S LIMITATION OF LIABILITY; TIME FOR COMMENCING ACTION

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL FABFAD, ITS OWNERS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL OR EXEMPLARY DAMAGES OR LOST PROFITS BASED ON CLAIMS ARISING OUT OF OR IN CONNECTION WITH USE OF FABFAD’S SERVICES (INCLUDING, BUT NOT LIMITED TO, PRODUCTS ORDERED THROUGH FABFAD.COM, UNAUTHORIZED ACCESS, DAMAGE, THEFT, CLAIMS FOR LOSS OF GOODWILL OR LOSS OF DATA, USE OF OR RELIANCE ON FABFAD’S SERVICES, STOPPAGE OF OTHER WORK, IMPAIRMENT OF OTHER ASSETS, OR DAMAGE CAUSED TO EQUIPMENT OR PROGRAMS FROM ANY VIRUS OR OTHER HARMFUL APPLICATION), REGARDLESS OF WHETHER FORESEEABLE OR UNFORESEEABLE, OR WHETHER SUCH ACTION OR CLAIM IS BROUGHT IN TORT, CONTRACT OR ANY OTHER BASIS.

IN THE EVENT THAT YOU OBJECT TO ANY OF THESE TERMS OR ARE DISSATISFIED WITH YOUR USE OF THE WEBSITE FABFAD.COM, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE YOUR USE OF THE WEBSITE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.   IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF FABFAD.COM OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR ACCRUES.  OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION SHALL BE PERMANENTLY AND FOREVER BARRED.

22.    RETURN POLICY.

We stand by our products. If you are not satisfied with your order, please visit our Return Policy (https://www.fabfad.com/pages/returns) webpage for more information.

23.    INDEMNITY

You agree to promptly and completely indemnify and hold harmless FABFAD, its owners, and its and their suppliers and licensors, officers, directors, employees, agents, affiliates and FABFAD’s Representatives from any claim, liability, loss, damage, cost, or expense (including, without limitation, all costs of defense, including reasonable attorneys’ fees, court costs, the costs of investigation and any appeal and damages) arising out of or in any way related to (a) your use and any actions taken by you in connection with your use of FABFAD’s Services (including FABFAD.com); (b) Content you submit, post to or transmit through FABFAD.com; (c) your connection to FABFAD.com ; and (d) any violation of any third party's rights or a violation of law or regulation, or any breach of these Terms.  Such indemnification shall not be construed to limit or exclude any other claims or remedies that FABFAD may assert under these Terms, by law or in equity, all of which are hereby expressly reserved.

24.    ARBITRATION OF CLAIMS

You agree to submit to binding arbitration in Los Angeles, California, any and all controversies or claims at any time arising out of or relating to your use of FABFAD’s Services (in each instance, a “Claim”).  FABFAD shall have the sole and absolute discretion to elect the arbitration service provider and applicable rules for such binding arbitration, and at its option, FABFAD may elect to first proceed with mediation with the mediation service provider and applicable rules of FABFAD’s choice.  Any arbitral or mediation award shall be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead.   Judgment upon the award may be entered in any court that has jurisdiction over the Claim.  Any additional costs, fees or expenses incurred in enforcing such an award shall be charged against the party that resists its enforcement.  Nothing in this Section or the Terms shall prevent FABFAD from seeking interim relief through the courts.

25.    GOVERNING LAW, JURISDICTION AND VENUE

These Terms and your use of FABFAD’s Services shall be governed by the laws of the State of California, without regard to conflicts of law principles.

YOU AND FABFAD HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY CALIFORNIA STATE OR FEDERAL COURT SITTING IN LOS ANGELES COUNTY OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS. YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION YOU MAY NOW OR HEREAFTER HAVE AS TO SUCH VENUE BEING AN INCONVENIENT FORUM.

26.    GENERAL

FABFAD shall have no liability for any failure or delay resulting from any condition beyond the reasonable control of FABFAD, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.

These Terms shall not be construed as creating a partnership, joint venture, agency relationship or granting a franchise between FABFAD and any other party.  If any term or provision of these Terms or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, in whole or in part, the remainder of these Terms or the application of such provision to the persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each other provision of these Terms shall be valid and enforceable to the fullest extent permitted by law.  FABFAD’s Services are subject to existing law and legal process, and nothing contained in these Terms shall waive or impede FABFAD’s right to comply with law enforcement requests or requirements relating to your use of FABFAD’s Services or information provided to or gathered by FABFAD with respect to such use.

(Last Updated August 16, 2015)