The Services are owned and operated by Fabric. You acknowledge and agree that, excluding content or materials that you provide, display, transmit, or link through the Services to Participants for purposes of using the Services, e.g., any questions, descriptions, third-party links, etc. that you provide as part of a Research Study (“Researcher Content”), Fabric and/or Fabric’s third-party service providers (“Providers”) own all right, title and interest in and to the Services and any material and information generated through the use of the Services, including: (a) all information, data, software, text, displays and visual interfaces, graphics, images, video, and audio, and all other elements of the Services, and the design, selection, and arrangement thereof; and (b) all intellectual property and other legal rights (including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights) therein. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without Fabric’s written consent. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or any access to or use of the Services. You agree and understand that Fabric is not obligated to provide you with access to the Services. You agree that all content provided to you through the Services is owned by Fabric, Providers and/or other third parties and that you will have no ownership rights in such content. For clarity, Fabric owns and retains all of its rights in Research Data.
B. License to Services.
Subject to your compliance with these Terms, Fabric hereby grants you a limited, personal, nonexclusive, non-transferable, non-sublicensable and revocable license to access and use the Services solely to conduct and administer Research Studies for yourself or on behalf of a client. By downloading or using the Services, you acknowledge that: (a) the Services are licensed, not sold to you; and (b) terms and fees, such as those from your mobile carrier, may apply to the use and operation of your device in connection with your use of the Services, and that you are solely responsible for any such third party terms and fees.
C. License to Research Data.
Subject to your compliance with these Terms and any other applicable legal or regulatory requirements, Fabric grants you a worldwide, non-exclusive, license under our right, title, and interest in both the Participant Content and the Research Data generated in connection with your Research Study to access, use, view, print, store, manipulate, analyze, and reformat solely for your or a client’s internal market research purposes. Such license shall be sublicensable to your affiliates and/or third parties solely to the extent necessary for them to provide services directly related to your or a client’s internal market research purposes. FOR THE AVOIDANCE OF DOUBT, OTHER THAN AS PERMITTED THROUGH THE INTENDED FUNCTIONALITY OF THE SERVICES, YOU ARE NOT GRANTED THE RIGHT TO USE THE PARTICIPANT CONTENT OR THE RESEARCH DATA TO CONTACT THE PARTICIPANT FOR ANY PURPOSE, OR TO PUBLISH OR TO PUBLICLY MAKE AVAILABLE THE PARTICIPANT CONTENT OR RESEARCH DATA.
You may not access or use or attempt to access or use the Services to take any action that could harm Fabric, our Providers, or any other third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws, including, without limitation:
- recording, copying, modifying, reproducing, republishing, posting, transmitting, selling, offering for sale, or redistributing any Participant Content or Research Data except as permitted under these Terms;
- impersonating any person or entity or otherwise misrepresent your affiliation or the origin of any materials that form part of your Research Study, or falsifying any information provided during registration of your account;
- engaging in unauthorized “crawling,” “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Services;
- taking any action that imposes an unreasonable or disproportionately large load on Fabric’s network or infrastructure;
- using any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services, including uploading or disseminating any virus, adware, spyware, worm, or other malicious code, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
- attempting to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
- distributing any unauthorized materials or advertise or promote goods or services through the Services without Fabric’s permission;
- engaging in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Fabric’s sole judgment, exposes Fabric or any of Fabric’s users, affiliates, or any other third party to any liability, damages, or detriment of any type, including causing damage to Fabric’s reputation; or
- assisting any person in doing any of the above.
You represent, warrant, and covenant that you will not submit any Researcher Content or administer any Research Studies, which:
- ask any questions that violate or promote, advocate, or assist in the violation of any local, state, national, or international law or regulation (including those related to personal data protection);
- provide, display, or transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
- exploit, harm, or attempt to exploit or harm minors in any way, such as exposing them to inappropriate content, impermissibly asking them for personal information, or otherwise;
- provide, display, or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
- provide, display, or transmit any material which infringes the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights);
- provide, display, or transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- stalk, harass, or harm another individual;
- impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
B. License to Researcher Content.
As between the parties, you continue to own any Researcher Content that you submit through the Services, but by submitting Researcher Content, you grant us a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to reproduce, reformat, distribute, publicly perform, publicly display, and otherwise use your Researcher Content (or any portion thereof) for purposes of (1) providing access and use of the Services under these Terms and (2) as necessary or useful for Fabric to enforce these Terms and exercise its rights under this Agreement. You further represent and warrant that you have obtained the consent of all individuals who are identifiable in your Researcher Content, or of the individual’s parent or legal guardian if the individual is under 18 years old, to include the individual’s likeness in your Researcher Content and for us to enjoy all of the rights and privileges that you grant to us under these Terms.
C. No Liability for Researcher Content
You understand and agree that Fabric is not responsible and has no liability for any of your Researcher Content. You will remain fully responsible for all of your Researcher Content. Nonetheless, Fabric may monitor, review, edit, remove, delete, or disable access to your Researcher Content at any time, without prior notice and in Fabric’s sole discretion, for any or no reason. Fabric reserves the right to take any action with respect to any Researcher Content that it deems necessary or appropriate in its sole discretion, including if Fabric believes that any Researcher Content violates these Terms or any applicable law, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Fabric. If you believe in good faith that removal of certain Researcher Content would amount to a complete denial, rather than a mere diminishment, of your ability to conduct certain Research Studies through the Services, your sole remedy is a pro-rated refund of any fees you have paid to use the Services for the affected Research Studies.
A. Technical Requirements.
You will need a high-speed Internet connection, speakers, a modern web browser, and the latest version Adobe Flash Player software to use the Services.
B. FABRIC DOES NOT SCREEN PARTICIPANTS OR THE INFORMATION PROVIDED BY PARTICIPANTS. AS A RESULT, WE HAVE NO CONTROL OVER AND ASSUME NO LIABILITY FOR THE QUALITY, SAFETY OR LEGALITY OF ANY OF THE INFORMATION PROVIDED, INCLUDING THE ANSWERS TO RESEARCH STUDY QUESTIONS.
C. No Additional Participant Terms.
All respondents in any Research Study are Participants, regardless of how they came to the Services, and must agree to Fabric’s Participant Terms of Service. While using the Services, you may not ask or attempt to ask Participants to agree to any terms in addition to the Participant Terms of Service without our prior written consent. Notwithstanding any purported acceptance, by any method or manner, of such terms by Participants, no additional terms will be legally binding on either Fabric or any Participants.
D. Disclosure of Information to Participants.
Fabric makes no guarantee that information disclosed by you to Participants though the Research Studies will be kept confidential by their Participants. As such, you acknowledge and agree that Fabric is not responsible for and assumes no liability for Participants’ disclosure of information disclosed to them during their participation in your Research Studies.
You are responsible for paying any applicable fees listed on the Services at the time of purchase (“Service Fees”). All fees are non-refundable, to the fullest extent under the law. Service Fees may be recurring. If such Service Fees are specified to be recurring on the Services, you agree that Fabric may charge such Service Fees on a periodic basis to the payment method you specify at the time of your initial purchase (your “Payment Method”). By using a Payment Method to pay Service Fees, you are expressly agreeing that Fabric is authorized to charge to the Payment Method the Service Fees and any other fees for additional services you may purchase, together with any applicable taxes. If the Payment Method is a credit card, you acknowledge that we may seek pre-authorization of your credit card account prior to your purchase to verify that the card is valid and has the necessary funds or credit to complete the purchase. You acknowledge and agree that any fees for the Services may increase at any time. Additional fees may apply for new features or additions to the Service that may be made available from time to time, in which case Fabric will provide you with notice in advance of charging the additional fees. In the event Fabric charges additional fees in connection with the Services, you will have an opportunity to review and accept the additional fees that you will be charged, prior to being charged. If you do not accept any such additional fees, Fabric may discontinue your access to the Services. You acknowledge and agree that Fabric may use third party payment processors to process Service Fees on our behalf, and that Fabric will not be held liable for any errors caused by such third party payment processors.
B. Participant Compensation.
You will be solely responsible for any compensation you agree to provide to any Participant for any Research Study. Unless specified otherwise in writing, Fabric shall charge to your Payment Method the compensation to be paid to Participants. Subsequently, Fabric will pay the Participants on your behalf. If you agreed to pay Participants directly and fail to do so, and then Fabric compensates the Participants on your behalf, you agree to reimburse Fabric an amount equal to one hundred percent (100%) of the undisputed Participants’ compensation, plus a fifteen percent (15%) handling fee. At all times, you shall act in good faith and engage in fair dealing with Participants, including by paying Participants (or reimbursing Fabric for) any undisputed compensation on a timely basis.
A. Discontinuation of Services.
Fabric reserves the right to permanently or temporarily amend or discontinue the Services at any time, in our sole discretion, without notice to you. To the fullest extent permitted under applicable law, Fabric will not be liable for any change to or any discontinuation of the Services, provided that if Fabric ceases to operate the Services and terminates your access to the Services accordingly, you will be entitled to a pro-rated refund of any prepaid fees that you have paid for use of the Service.
B. Termination for Convenience.
You may close your account and discontinue your participation in and access to the Services at any time. Fabric may immediately terminate these Terms with you and suspend or terminate your access to the Services for any or no reason at any time without notice, including but not limited to, if you fail to comply with any provision of these Terms or any other applicable law. Upon termination of your access to the Services, or termination of this contract, Fabric may at our option delete any data associated with your account. These Terms will remain in full force and effect notwithstanding any termination of your use of the Services.
A. Disclaimer of Warranties.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, AND VIDEO FILES) STORED BY YOU OR OTHERS ON THE SERVICES IS NOT GUARANTEED AND THAT WE WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE SERVICES OR ITS UNAVAILABILITY. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. WE MAKE NO WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTIES INCLUDING, WITHOUT LIMITATION PAYMENT PROCESSORS OR THE PARTICIPANTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE DO NOT REVIEW THE LEGITIMACY OF PARTICIPANTS OR THE PARTICIPANT CONTENT PROVIDED BY PARTICIPANTS. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF THE PARTICIPANT CONTENT, INCLUDING THE RESPONSES PROVIDED BY PARTICIPANTS, OR IN THE SCREENING OF PARTICIPANT CONTENT. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OF ANY PARTICIPANTS.
B. Limitations of Liability.
YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, GOODWILL, LOST PROFITS OR LOST DATA, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE) FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, RESULTING FROM YOUR USE OF THE SERVICES (OR ANY PERSON USING YOUR ACCOUNT) AND (B) AGGREGATE DAMAGES EXCEEDING THE AMOUNT PAID BY YOU TO FABRIC FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING SUCH LOSSES. 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 Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
C. Exclusions and Limitations.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that the Fabric may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Fabric’s liability will be the minimum permitted under such applicable law.
You agree to indemnify, defend, and hold us and our and our affiliates’ officers, directors, employees, consultants and agents harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) breach of these Terms or your use of the Services.
A. Exceptions to Arbitration Agreement.
Despite this arbitration agreement, both you and Fabric will still be able to: (a) bring an individual action in small claims court; (b) bring an individual action seeking injunctive relief in a court of law; (c) bring suit regarding intellectual property infringement; and (d) bring issues to the attention of federal, state, or local agencies, which may result in legal action.
B. Opt-Out of Arbitration Agreement.
You have the right to opt out of this agreement to arbitrate by contacting [email@example.com] within thirty (30) days of first accepting these Terms. In your request, please state that you decline the arbitration agreement in this Section, and provide your full name and the e-mail address you used to register for the Services. There is no penalty for opting out of this arbitration agreement.
C. Notice of Dispute.
In the event of a Dispute, you or Fabric must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution, including any relief sought (a “Notice of Dispute”). You must send any Notice of Dispute by certified U.S. Mail or Federal Express (signature required) to Fabric at 1501 Mariposa St, Suite 326, SF CA 94107, and also via e-mail to firstname.lastname@example.org. Fabric will send any Notice of Dispute to you by certified U.S. Mail or Federal Express (signature required) to your address if we have it, or otherwise to your e-mail address. You and Fabric will attempt to resolve any Dispute through informal negotiation within thirty (30) days from the date the Notice of Dispute is sent. After thirty (30) days, you or Fabric may commence arbitration.
D. Binding Arbitration and Governing Law.
To the fullest extent permitted under law, any arbitration between you and Fabric will be settled under the Federal Arbitration Act, and will administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules in effect at the time the Dispute is filed (the “AAA Rules”), as modified by these Terms. Information about AAA and the AAA Rules and filing process is available at http://www.adr.org/ or by contacting Fabric. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. INSTEAD, ALL DISPUTES WILL BE RESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE DECISION WILL BE FINAL EXCEPT FOR A LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT.
E. Class Action Waiver.
TO THE FULLEST EXTENT OF THE LAW, YOU AND FABRIC AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR FABRIC WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
F. Arbitration Procedures.
Any arbitration hearing will take place in San Francisco, California, in a location that you and Fabric agree upon. If your claim is for $10,000 or less, however, it is your choice whether the arbitration is conducted: (a) by an in-person hearing under the AAA Rules in the county (or parish) of your home address; (b) by a telephonic hearing, where the parties do not appear in person; or (c) by the submission of documents only, without an in-person or telephonic hearing. Regardless of how the arbitration is conducted, the arbitrator must issue a reasoned written description that explains the essential findings and conclusions on which the decision and any award are based. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. The parties must not disclose the amount of any settlement offer made by you or Fabric to the arbitrator during the arbitration, until the arbitrator has made a final decision and award, if any. If the arbitrator finds in your favor, Fabric will pay you the highest of: (a) the amount the arbitrator awards you, if any; (b) the last written settlement amount Fabric regarding the Dispute before the arbitrator’s final decision and award; or (c) $1,000.
G. Arbitration Fees.
Whoever files the arbitration pays the initial filing fee, unless your claim is for $10,000 or less, in which case Fabric will reimburse you for your payment of the initial filing fee. If your claim is for more than $10,000, the payment of any fees will be decided by the AAA Rules. At any time during the arbitration, the arbitrator may make rulings and resolve any disputes about the payment or reimbursement of fees or expenses; either party may also request a ruling on these issues within 14 days of the arbitrator’s ruling on the merits. If the arbitrator finds that the substance of your claim or your request for relief is frivolous or brought for an improper purpose (under the standard set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. If that happens, you agree to reimburse Fabric for any amounts previously disbursed that are otherwise your obligation to pay under the AAA Rules.
H. Filing Period.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE UNDER THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR IN AN ARBITRATION PROCEEDING. The one-year period begins when the events giving rise to the Dispute first occur. If a claim is not submitted within one year, it is permanently barred. This period can only be extended by the written consent of both parties. No statutes or provisions of law that would toll or otherwise affect the time in which a party may bring a claim shall operate to extend the period limited in this Section, and any such statutes and provisions are hereby waived, to the fullest extent permitted by law.
You have the right to reject any changes to this arbitration provision, except for a change to Fabric’s contact information. You may reject a change by sending us written notice within 30 days. This will result in your account on the Services being immediately terminated. Note that this arbitration provision, as it was prior to the rejected changes, will remain in effect.
If the waiver of class actions above is found unenforceable, or this entire section is found unenforceable, then this entire section will be null and void. If that happens, you and Fabric agree that the section below on exclusive jurisdiction and governing law will govern any Dispute.
A. Entire Agreement; Modifications; Waiver.
These Terms, together with any additional terms to which you agree when using the Services, constitute the entire and exclusive agreement between the parties regarding the Services, and supersedes any prior agreements. We may change these Terms from time to time without prior notice. The most recent version of these Terms will be posted at [https://www.fabric.is/user_terms]. Your continued use of the Services following any such changes will indicate your agreement to such changes. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
B. Governing Law.
These Terms shall be governed by, and construed and interpreted in accordance with, the laws of the State of California (without giving effect to conflict of law principles). To the extent a lawsuit or court proceeding is permitted under these Terms, you and Fabric agree that any dispute will be litigated in the state or federal courts located in San Francisco, California, and both of us submit to the personal and exclusive jurisdiction of those courts. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
You may not assign or transfer any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. We may assign, subcontract, or delegate these Terms or our rights or obligations under these Terms, in whole or in part, at any time, without notice. Subject to the foregoing, these Terms will be binding on each party’s permitted successors and assigns.
If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, you nevertheless agree that the arbitrator or court should endeavor to give effect to the your and our intentions as reflected in the provision, and that the other provisions of these Terms remain in full force and effect.