Terms of Use | iograft

Last updated June 7, 2022

FABRICA SOFTWARE, LLC
TERMS OF USE

Fabrica Software, LLC, a Delaware limited liability company registered in California, ("Fabrica" or "us") owns and operates www.iograft.com (the "Website") and makes available software called iograft which is a downloadable node-based processing framework and visual programming tool for workflow automation, through its desktop application, and related software services, referred together as the "Services". You (the "User" or "you"), the individual accessing the Website or using the Services, or the company, or other legal entity on behalf of which such individual is accessing the Website or using the Services, shall use the Website and the Services subject to these terms (the “Terms of Use”).

The Website and Services are the property of Fabrica and our licensors. By accessing our Website or using any Services, or submitting or viewing content, you are agreeing to be bound by the Terms of Use. If you do not agree, do not use any of the Services.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE WEBSITE OR SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

DEFINED TERMS

The capitalized terms that are defined in the body of the Terms of Use are defined terms. We use them to avoid repeating the same language again, and to make sure that the use of these terms is consistent and used in the proper context throughout the Terms of Use.

ACCEPTANCE

This is a legal agreement (the "Agreement") between User and Fabrica for use of the Website and any of the offered Services. This Agreement applies to you, whether personally or on behalf of the company or other legal entity for which you are acting, whether you access our Website or use any Services. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between User and Fabrica is intended or created by this Agreement.

Your use of the Website or Services indicates your explicit consent that the personal information you have provided through the Website or Services is subject to our Privacy Policy (the "Privacy Policy"), the terms of which are incorporated herein by reference https://iograft.com/privacy. Please review our Privacy Policy to understand our practices.

Further, you acknowledge that you are 13 years of age or older, and, if under the age of 18, are using this Website under the active supervision of a parent, legal guardian, or other responsible adult.

If you access the Website from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Website, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

The information accessed through our Website is not intended for viewing or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, individuals who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

RIGHT TO REFUSE

We retain the right to refuse any and all current or future use of the Website or Services, for any reason at any time. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access and/or refuse to provide the access to the Website or Services to you if you breach any of these Terms of Use, we are unable to verify or authenticate any information you provide to us to create your account, or if we believe that your actions are impermissible, inappropriate or may create liability for us.

Fabrica further reserves the right to seek all remedies available by law and in equity for any violation of these Terms of Use. Any rights not expressly granted herein are reserved by Fabrica.

MODIFICATIONS

We reserve the right to change, modify, or remove the contents of the Website or Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Website or Services.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Website or Services at any time or for any reason without notice to you.

AVAILABILITY

We cannot guarantee the Website or Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Website or Services, resulting in interruptions, delays, or errors.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Website or Services during any downtime or discontinuance of the Website or Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Website to supply any corrections, updates, or releases in connection therewith.

SOFTWARE

Any software ("Software") that is part of the Services, and that is made available to download by or through this Website is the copyrighted work of Fabrica. Use of the software may be governed by the terms of an end user license agreement or other agreement applicable to the software (the “License Agreement”). You may not install any software that is accompanied by or includes a License Agreement unless you have agreed to the applicable License Agreement terms. The software is made available for downloading solely for use by authorized users in accordance with the License Agreement and these Terms of Use.

Acceptable use

You will access and use Software only in compliance with all applicable laws. Except as expressly authorized or permitted by Fabrica, as a User, you agree not to:

reproduce, modify, adapt, translate, port or create derivative works of all or any portion of any software;
share, publish, rent or lease any Software, or provide any Software as a stand-alone offering for others to use;
access or use any Software on or through the internet (other than as made available by Fabrica through the internet), any wide-area network (WAN) or any other non-local network; on or through any virtual private network (VPN); or on or through any application virtualization technology, remoting virtualization technology, web-hosting, timesharing, software as a service, platform as a service, infrastructure as a service, cloud or other web-based, hosted or similar service.

COMPLIANCE WITH LAW

Each party agrees to comply with all applicable laws, rules and regulations in connection with its activities under the applicable License Agreement. You warrant that your use and possession of the Software is and will continue to be in accordance with all applicable laws and regulations. In particular but without limitation, you acknowledge and agree that it may be necessary under applicable law for you to inform and/or obtain consent from individuals before you intercept, access, monitor, log, store, transfer, export, block access to, and/or delete their communications. You are solely responsible for compliance with such laws.

Without limiting the foregoing, you acknowledge and agree that you are solely responsible for ensuring that the Software is used, accessed, disclosed and/or transported only in accordance with Sanctions and Export Control Laws. For purposes of this Agreement, “Sanctions and Export Control Laws” means any law, regulation, statute, prohibition, or similar measure applicable to the Software and/or to either party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures, including, but not limited to, those administered and enforced by the European Union, the United Kingdom, and the United States, each of which shall be considered applicable to the Software.

Without limiting the foregoing, you acknowledge and agree that the Software, including object code, source code, technology, and technical data, is subject to United States export control laws, including the U.S. Export Administration Regulations (“EAR”), and may be subject to export or import regulations in other countries. You agree to comply strictly with the EAR and acknowledge that you have the responsibility to obtain any licenses required for the export, re-export, transfer or import of the Software. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export, re-export, transfer, or use the Software.

By accessing or using the Software, you are agreeing to the foregoing and you are representing and warranting that neither the User, nor any of its directors, officers, employees, shareholders, nor any agents, representatives or other persons acting on behalf of the User is a person, or if 50% or more owned or otherwise controlled by, or acting on behalf of, a person that is (i) identified on any U.S. Restricted Person List or any other comparable list of persons subject to trade restrictions and/or sanctions imposed or administered by a governmental authority in any applicable jurisdiction; or (ii) organized, incorporated, established, located, resident in, or a citizen, national, or the government, including any political subdivision, agency or instrumentality thereof, of Cuba, Iran, North Korea, Syria, or the Crimea region, or any other country or region embargoed or subject to substantial trade restrictions by a governmental authority in any applicable jurisdiction. For purposes of this representation, the term “U.S. Restricted Person List” means: (i) the list of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders list, and the Sectoral Sanctions Identifications List maintained by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury; (ii) the Denied Persons, Entity, and Unverified lists maintained by the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce under the Export Administration Regulations; (iii) the Debarred list maintained by the U.S. Department of State; and (iv) persons identified by the U.S. Department of State as subject to sanctions by the U.S. Government for engaging in activities related to proliferation, terrorism, Iran, or Russia.

You must not upload or otherwise provide Fabrica with any content or materials that constitute classified information under the U.S. Department of Defense’s National Industrial Security Program or that are subject to the International Traffic in Arms Regulations (“ITAR”) or its foreign counterparts. You must not upload or otherwise provide Fabrica with any content or materials that cannot legally be transferred from your location to the United States or from the United States to your location. You must not use the Software to make your content or any other content or materials available to any country, entity, or other party that cannot lawfully receive them under U.S. and/or other applicable law.

You agree that Fabrica shall have no obligation to provide any updates, upgrades or services related to the Software where Fabrica believes the provision of such updates, upgrades or services could violate Sanctions and Export Control Laws.

Each party warrants that in entering into this Agreement neither the party nor any of its officers, employees, agents, representatives, contractors, intermediaries or any other person or entity acting on its behalf has taken or will take any action, directly or indirectly, that contravenes (i) the United Kingdom Bribery Act 2010, or (ii) the United States Foreign Corrupt Practices Act 1977, or (iii) any other applicable anti-bribery laws or regulations anywhere in the world.

ANY BREACH OR SUSPECTED BREACH OF THIS CLAUSE BY USER SHALL BE A MATERIAL BREACH INCAPABLE OF REMEDY AND ENTITLES FABRICA TO TERMINATE THIS AGREEMENT IMMEDIATELY WITH OR WITHOUT NOTICE TO USER. In addition, User agrees (to the extent permitted by applicable law, and without waiver of User’s constitutional, statutory, or other immunities, if any) to indemnify and hold Fabrica harmless from and against any claim, proceeding, loss, liability, cost or damage suffered or incurred by Fabrica resulting from or related to User’s violation of this Clause.

ACCOUNT FOR SOFTWARE SERVICES

Account Registration

To use our Services, you may be required to register by signing up for an account on our Website. If so, you will be required to fill in a form and provide us with your full name and email address, and create a password, all of which shall be governed by our Privacy Policy.

Once you submit this information, the name and email data will be shared with our partner Cryptlex for the purposes of generating a license which is needed to use the Services. Fabrica maintains an individual user account using Firebase which contains first name, last name, email address, and Cryptlex user id.

Account Management

Thereafter, you can access your account information and manage your licenses and subscriptions by login through our Website. Your account area includes access to (a) view license keys, (b) download software, and (c) modify subscriptions (if any). You must ensure that you exit from your account at the end of each session.

You agree not to disclose or share your user credentials with any third party or use your user credentials for any unauthorized purpose. You are responsible for maintaining the confidentiality of your information and user credentials. You shall be responsible for all uses of your account, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your account or user credentials.

We strongly recommend that you change your password on a periodic basis and whenever you suspect that knowledge of the user credentials has been compromised. We assume no liability for any access to information that is accessed with your account information. You are solely responsible for protecting the privacy of your account and user credentials, and you agree to accept all responsibility for activities that occur under your account or user credentials.

ELIGIBILITY

By registering an account or providing your personal information to us (directly or indirectly), you represent and warrant that: (a) all information you submit is true, accurate, current, and complete; (b) you agree to comply with these Terms of Use; (c) you will not access the Website through automated or non-human means, whether through a bot, script or otherwise; (d) you will not use the Website for any illegal or unauthorized purpose; and (e) your use of the Website will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Website or Services (or any portion thereof).

You will neither use nor permit others to use the Services (a) for any unlawful, invasive, infringing, defamatory, fraudulent, or obscene purpose; (b) to create any virus, worm, Trojan horse, or harmful code; (c) for any illegal or unauthorized purpose; (d) to violate any federal, state, or local laws, including those to such areas as libel, slander, defamation, trade libel, product disparagement, harassment, invasion of privacy, tort, obscenity, indecency, and copyright or trademark infringement; or (e) to alter, steal, corrupt, disable, destroy, trespass, or violate any security or encryption of any computer file, database, or network.

SUBSCRIPTIONS

Although certain features of the Services may be available at no charge, other features or software may only be available via a subscription plan (the "Subscription"). A Subscription is needed when use of the Services is not through a Trial or Beta version of the Services, used for the purpose of evaluation and testing of the Services' capabilities. Subscriptions, if offered, give full access to all the Services' features as long as Subscription is active. If you purchase a Subscription, you must ensure all the information that you submit is true and accurate (including, without limitation, your credit/debit card number and expiration date, and other payment details).

Subscription Period

Your Subscription is for a fixed period of limited length, the length of which is indicated at the time of purchase and is reflected in your account area on our Website. Any Subscriptions you purchase will remain in effect and stay active for the initial subscription period, and thereafter will automatically renew, unless you cancel. When canceling, a Subscription will stay active until the end of the subscription period.

Subscription Fees

Subscription fees for Services are set forth on the Website. Fabrica may increase or modify fees for any of the Services by posting such changes to the Website and providing you with at least 30 days’ notice of any changes affecting existing Services you have already started using. Your continued use of such Services after the effective date of any such change means that you accept and agree to such changes, as applicable.

All sales are final and there shall be no refunds except as required by law or described herein. You agree to pay all amounts due for the Services as set forth in the Website and in accordance with these subscription terms and, if applicable, those of any payment processor. Fabrica may disable your access to any Services you have licensed or subscribed to in the event you fail to make all payments when due.

Subscription Cancellations or Refunds

Your Subscription is provided on a recurring subscription basis. You understand that, until you proactively cancel your Subscription, your Subscription will automatically renew. You can cancel your Subscription at any time in your account area on the Website or by contacting us via email. Note that your Subscription will remain active until the end of your current subscription period. Once your cancellation request has been processed by us, your account page will show the Subscription expiry date. We do not offer automatic refunds for any cancellation and determine them on a case by case basis. Hence, we cannot guarantee that upon cancellation you will receive a refund for the remaining time of your subscription period.

Subscription Termination

Upon expiration or termination of a Subscription for any reason, your rights with respect to the subscribed Services, will end. At that time, you will restrict access of all authorized users and uninstall any and all copies of materials related to such Subscription. In connection with the expiration or termination of a subscription, Fabrica may delete, without notice, any or all of your content. You are responsible for retaining and securing complete copies of your content at all times.

PROPRIETARY RIGHTS

All right, title, and interest in and to the Website or Services, and all material, videos, images, text or other Website content available on or through the Website (including, without limitation, text, graphics, logos, button icons, images, blog posts, audio clips and software), are and will remain our exclusive property and that of our licensors. The Website and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms of Use gives you a right to use our name or any of our trademarks, logos, domain names, software, and other distinctive brand features. You acknowledge that the ownership in any intellectual property rights (including, for the avoidance of doubt, patents, copyright, rights in databases and software, trademarks and trade names whether registered or unregistered and subsisting anywhere in the world) in the Website or Services belongs to us (or our permitted assigns or successors) or our third party licensors. Such intellectual property laws generally prohibit the unauthorized reproduction, distribution or exhibition of all text, photographic and graphic (art and electronic) images, music, sound samplings and other protected materials. The violation of applicable intellectual property laws may give rise to civil or criminal penalties.

LINKS TO OTHER WEBSITES

The Website or Services may reference or contain links to third-party or business partner websites that are not owned or controlled by us. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any third-party website and that you will act in accordance with those policies, in addition to your obligations under this Agreement. If you provide us with your payment information you are subject to the Privacy Policy of our payment processor. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third-party websites. In addition, we will not and cannot monitor, verify, censor or edit the content of any third-party site. By using the Website or Services, you expressly relieve and hold us harmless from any and all liability arising from your use of any third-party website.

FEEDBACK

We welcome but do not request your feedback, comments and suggestions concerning the Website or Services ("Feedback"). Nonetheless, if you provide us with any Feedback (including through any contact information available on the Website or public forums) concerning the Website or Services, you also grant us and our successors a worldwide, non-exclusive, royalty-free, perpetual and transferable license to use, copy, distribute, transmit, modify, prepare derivative works of such Feedback, in any media format and through any media channels, including incorporating such Feedback on the Website. If you have rights in the Feedback that cannot be licensed to us under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert those rights. You understand and agree that you are freely giving your Feedback, that we don’t have to use it, and that you will not be compensated in any way for your Feedback. You represent and warrant that you have rights in any Feedback that you provide to us sufficient to grant us and other affected parties the rights described above, including, without limitation, intellectual property rights or rights of publicity or privacy.

TERM AND TERMINATION

THESE TERMS SHALL REMAIN IN FULL FORCE AND EFFECT WHILE YOU USE THE WEBSITE OR THE SERVICES. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE/ SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF THE Website or Services OR DELETE YOUR ACCOUNT AND INFORMATION THAT YOU MAY HAVE PROVIDED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. Upon any breach by you of this Agreement, we may pursue, in our sole discretion, all of our legal remedies, including but not limited to termination of your account and your ability to access this Website or Services. You agree that any termination of your access to the Website or Services may be affected without prior notice, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and material in your account or bar any further access to such information or to the Website or Services. Further, you agree that we are not liable to you or any third party for any termination of your access to the Website or Services.

WARRANTY DISCLAIMERS

THE WEBSITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE OR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE OR SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS OR FUNCTIONALITY OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO OUR WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE.

Any statements about the Services including any statements about their pricing, functionality or performance, or other guidance or communications with you, that are not contained or referenced in these Terms of Use are for information purposes only, and do not constitute a warranty, representation, condition or other commitment. Without limitation as to the generality of the foregoing, Fabrica does not warrant or otherwise commit that (a) the Website or Services, or the access thereto or use thereof, will be available, uninterrupted, error-free, secure, accurate, reliable or complete, (b) the Website or Services will meet any particular performance or availability criteria, (c) user content will not be lost or damaged or (d) errors will be corrected or any particular support requests will be resolved to meet your needs.

LIMITATION OF LIABILITY

IN NO EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WILL FABRICA, OR OUR DIRECTORS, EMPLOYEES, OFFICERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOST SAVINGS, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID (IF ANY) BY YOU TO US FOR ANY SERVICES PROVIDED TO YOU DIRECTLY BY US.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights as limited by applicable law.

You acknowledge that any fees payable for the Services are based in part on and reflective of the disclaimers of warranties and limitations on liability in these Terms of Use and that such disclaimers and limitations are an essential element of the Agreement between You and Fabrica.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify us and our employees, officers, agents, or other partners, from and against any third party claim arising from or in any way related to your use of the Website or Services, including any liability or expense arising from all claims, losses, damages (actual or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature including physical or monetary harm or civil or criminal claims arising out of (1) your use of the Website or the Services; (2) breach of these Terms of Use and other policies; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Website or Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We shall use good faith efforts to provide you with written notice of such claim, suit or action. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (a) monitor the Website or Services for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) access to the Website or Services or any portion thereof; (d) in our sole discretion and without limitation, notice, or liability, to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

COMPLIANCE

To ensure compliance with the Agreement, you agree that within twenty (20) days from the date of Fabrica or its authorized representative’s request, you shall provide all pertinent records and information requested in order to verify that your installation and use of any and all Services is in compliance with the Agreement along with a signed verification that all such information is complete and correct. In the event you have impermissibly used any Services or have not paid the applicable fees for all Services you have used, you agree to immediately pay for such Services, upon Fabrica’s demand.

DISPUTE RESOLUTION AND ARBITRATION

You agree that any dispute, claim, or controversy between you and us arising in connection with or relating in any way to this Terms of Use or as a user of the Website or Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms of Use) will be determined by mandatory binding individual arbitration. Arbitration shall be held in accordance with the rules of the American Arbitration Association. Prior to initiating arbitration proceedings by either party, the aggrieved party shall provide a written claim notice (“Dispute Notice”) to the non-aggrieved party containing details of the dispute and relief sought. If such dispute is not resolved within (forty-five) 45 days of receipt of the Dispute Notice, the aggrieved party may initiate arbitration proceedings as mentioned above. Please note that acceptance of this Terms of Use constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. You may opt-out of arbitration within 30 days from the date that you consent to these Terms of Use by sending us an email at the email address provided at the end of these Terms of Use. This provision will survive termination of the Terms of Use.

CLASS ACTION WAIVER

Each party waives its right to arbitrate any claim or dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general. If you choose to pursue a dispute in court by opting out of arbitration provided herein, this class action waiver will not apply to you.

GOVERNING LAW

These Terms of Use will be governed by and construed in accordance with the laws of the State of California. By using the Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in northern California.

EXPORT REGULATIONS AND RESTRICTIONS

You acknowledge the Software is subject to the U.S. Export Administration Regulations (the “EAR”) and you agree to comply with the EAR. You will not export or re-export the Software, directly or indirectly, to:

any countries that are subject to US export restrictions;
any user who you know or have reason to know will utilize the Software in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, any unmanned space/air vehicle systems, and rockets for taking measurements; or
any user who has been prohibited from participating in the US export transactions by any federal agency of the US government.

By accessing or using the Software, you are agreeing to the foregoing and you are representing and warranting that (i) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) you are not listed on any United States government list of sanctioned, prohibited or restricted locations or parties (Office of Foreign Assets Control - Sanctions Programs and Information).

You must not upload or otherwise provide Fabrica with any content or materials that constitute classified information or that are subject to the International Traffic in Arms Regulations (“ITAR”) or its foreign counterparts. You must not upload or otherwise provide Fabrica with any content or materials that cannot legally be transferred from your location to the United States or from the United States to your location. You must not use the Software to make your content or any other content or materials available to any country, entity or other party that cannot legally receive them under U.S. and other applicable law.

YOUR RIGHTS AND RESPONSIBILITIES

You are responsible for providing accurate information to us about yourself, and to inform us if and when that information changes. We cannot be responsible for incomplete or inaccurate information. You agree that under no circumstances may you impersonate another individual or represent that you are any individual or entity different from your actual identity. We will restrict any users who knowingly impersonate others.

RULES OF CONDUCT

You may not access our Website or use our Services for any purpose other than that for which we make the Website or Services available, as a User, you agree not to:

circumvent, disable, or otherwise interfere with security-related features of the Website or Services, including enforcing limitations on the use of the Website or Services;
engage in unauthorized framing of or linking to the Website (that violate these Terms of Use), screen scraping or backend API use;
trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user credentials;
make improper use of our support services or submit false reports of abuse or misconduct;
engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
interfere with, disrupt, or create an undue burden on the Website or Services or the networks or services connected to the Website;
attempt to impersonate another user or person or use the username of another user;
sell or otherwise transfer your profile;
use any information obtained from the Website in order to harass, abuse, or harm another person;
use the Website or Services as part of any effort to compete with us;
use the data stored or features used in our Services for competitive activities;
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website or Services that is not already made public by us;
attempt to bypass any measures of the Website or Services designed to prevent or restrict access to any portion of the Website or Services;
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you;
delete, or attempt to delete, the copyright or other proprietary rights notice from any of our content;
upload or transmit or attempt to upload or transmit any content that is connected to race, national origin, gender, sexual preference, or physical handicap or any ponography;
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website or Services;
upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website or Services, or using or launching any unauthorized script or other software;
disparage, tarnish, or otherwise harm, in our opinion, us or our Services, and use our Services in a manner inconsistent with any applicable laws or regulations.

GENERAL PROVISIONS

When you provide information to us via our Website or Services or send emails to us, you are communicating with us electronically. By providing such information, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

If you are outside the United States, the laws of your country may be different from those of California and the United States in numerous respects. There is no practical way for us to monitor the laws of every country in detail. You accept sole responsibility for the legality of your actions under laws applying to you.

This Terms of Use is void where prohibited by law, and the right to access and use the Website or Services is revoked in such jurisdictions.

CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right, in our sole discretion, to change, modify, add or remove portions of this Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. The latest version of this Terms of Use supersedes any previous versions. Your continued use of the Website or Services following the posting of changes will mean that you accept and agree to the changes. If you do not agree to the new terms, in whole or in part, please stop using the Website or Services.

CONTACT US

If you have any questions about these Terms of Use, please contact us by email: contact@iograft.com or by visiting this page on our website: https://iograft.com/contact.

Please include your name and pertinent info in your inquiry.