Fabriik Terms & Conditions

These Terms and Conditions (“Agreement”) are entered between you (“User”) with Fabriik Exchange, LLC, a Delaware limited liability company and whose registered office address is 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801 (“Fabriik”) and governs your use of the Services as described below.

PART 1 – DEFINED TERMS & CONDUCTING BUSINESS WITH FABRIIK

1. DEFINITIONS

Whenever used in this Agreement, unless inconsistent with the subject matter or context, the following terms shall have the following meanings:

1.1. “Authorized User” means an individual or entity as may be designated by the Customer and identified in writing to Fabriik to have authority to act on the Customer’s behalf. Fabriik shall be permitted to rely upon such notice without any duty to determine the validity or propriety either of such status or appointment or of any instrument purporting to effectuate or document such status or appointment. An Authorized User shall be deemed to have accepted and agreed to the terms and conditions set forth under this Agreement.
1.2. “Customer” means a User, including Authorized Users, that use any of the Services offered by Fabriik.
1.3. “Contribution” means content uploaded by the Customer to the Online System, where applicable.
1.4. “Digital Assets” means type of assets which can only and exclusively be transmitted by means of blockchain technology, including but not limited to NFTs, digital coins and digital tokens and any other type of digital mediums of exchange, such as BTC, BSV, ETH, etc., to the full and absolute exempt of securities of any kind.
1.5. “Digital Asset Network” means the computer network that governs the transfer of applicable Digital Asset.
1.6. “Fabriik” means the Fabriik Group of related companies, including parent, subsidiaries, and affiliates, including, without limitation, entities existing now or in the future that own, are owned by, or are in common ownership with the relevant entity.
1.7. “Fabriik Intellectual Property” means all copyright, trademarks, service marks, trade secrets, registered and unregistered design rights, and all other intellectual property rights that are the exclusive property of Fabriik.
1.8. “Fork” means when a Digital Asset Network’s existing code is changed, and an old version remains on the network while the new network is created.
1.9. “Loss” or “Losses” means direct and consequential financial losses, damages, costs, judgments, penalties, fines, expenses, legal and accounting fees and expenses, costs of investigation, settlements, court costs, and other expenses of litigation, as well as fees and expenses and losses not related to litigation or legal process and lost profits.
1.10. “NFT” means non-fungible token which is a digital file stored on a digital ledger (commonly known as blockchain) that certifies a unique Digital Asset and the ownership of such asset.
1.11. “Online System” means all Fabriik websites, including but not limited to: www.Fabriik.com, and any secure Internet or cloud-based electronic system or platform, which allows users to access Fabriik Services, as described in Part 2 of this Agreement, through an interface or protocol or application program interface, including any proprietary Fabriik application program interface product and service related to such proprietary application program interface.
1.12. “Online System Access Method” means a unique user identification and unique password for each Customer required to access the Online System.
1.13. “Order” means a request by a Customer to Fabriik to provide certain Services.
1.14. “Party” or “Parties” mean individually or collectively, the User or Customer, and Fabriik.
1.15. “Personal Information” means any information about an identifiable individual, other than an individual’s business contact information when collected, used, or disclosed for the purposes of enabling the individual to be contacted in relation to their business responsibilities.
1.16. “Recipient” means any payee so designated by Customer.
1.17. “Regulations” means any applicable statute or regulation applicable to the transaction.
1.18. “Restricted Locations” means jurisdictions where Digital Asset transactions are explicitly prohibited.
1.19. “Service” or “Services” means the provision of self-custodial services offered via the Fabriik, which may include one or more third-party integrations and other services that may be offered by Fabriik from time to time.
1.20. “Settlement” means the total amount, including the cost of acquisition and any fees and charges, Customer owes to Fabriik.
1.21. “Termination Event” means, subject to the Regulations, if Customer:
1.21.1. fails to deliver to Fabriik payment or communicates to Fabriik an intent not to provide Payment in relation to any Order;
1.21.2. disputes the validity or existence of an Order;
1.21.3. defaults, or communicates its intent to default, on any of its obligations described in this Agreement including any of the representations or warranties set out in this Agreement or elsewhere;
1.21.4. is or is reasonably likely in Fabriik’s opinion to become Insolvent;
1.21.5. receives notice of, or becomes subject to a regulatory or enforcement action or investigation which, in the reasonable judgment of Fabriik, will materially impair the terms of this Agreement, the expected economic value of this Agreement, or the business reputation of Fabriik;
1.21.6. is in material breach of this Agreement or any terms of an Order;
1.21.7. places an Order reasonably deemed by Fabriik, to represent a regulatory, compliance, or business risk; or
1.21.8. is, or is suspected of, regulatory non-compliance or breach of any laws or regulations.
1.22. “Third-Party Content” means the content provided by third parties, including without limitation, links to web pages of such parties, which may be represented on the Website and other services.
1.23. “Third-Party Service” means any platform or network in which Digital Assets belong to you or where you are the beneficial owner of Digital Assets; or any website or platform which we redirect you to; and this platform or website is maintained by a third-party outside of the Services, including, but not limited to third-party accounts.

2. DOING BUSINESS WITH FABRIIK

2.1. Agreement. By signing up for a Fabriik account to use the Services on any of our Online System, User agrees that they have read, understand, and accept all terms and conditions contained in this Agreement including our Privacy Policy, Cookie Policy, General Risk Disclosure, and other related policies, as may be added and amended from time to time.
2.2. Eligibility. To be eligible to use Fabriik, Users must be at least eighteen (18) years old and be able to form legally binding contracts. If a User is using our Services on behalf of a legal entity, the respective representations and warranties in this Agreement shall apply. A User can only use our Services if permitted under the laws of your jurisdiction. Notwithstanding the above eligibility requirements, Fabriik reserves the right to refuse access or use of its Services in accordance with this Agreement.
2.3. Verification Procedures and Limits. As a regulated financial service company, Fabriik is obligated to comply with certain KYC/AML laws in the jurisdictions in which we operate. Accordingly, Fabriik must collect and verify information on its Users to protect Fabriik and the greater community from fraudulent actors. There may be limits on certain transactions based on the identifying information and/or proof of identification you provide to Fabriik. Enhanced due diligence on Users may be required depending on the Services being offered.
2.4. Execution of Order. Any Order received from Customer will be acted upon on a commercially reasonable efforts basis only. There is no guarantee by Fabriik that an Order can or will be filled or that instructions provided can or will be acted upon. For example, Fabriik may reject any Order if:
2.4.1. Fabriik determines, in good faith and in its sole discretion, that such Order was not authorized by Customer;
2.4.2. Fabriik determines, in its sole discretion, that the Order may be contrary to law, contrary to prudent business practices, outside Fabriik’s risk profile, or would require Fabriik to exceed the facility granted to Customer, as applicable;
2.4.3. Customer is Insolvent or in default of the Agreement or Fabriik determines, in its sole discretion, that it may not receive payment from Customer in Settlement of the related Order; or
2.4.4. the Order is unclear, incorrect, incomplete, or unsatisfactory to Fabriik for any reason.
2.5. Reliance on Instruction. Fabriik is hereby authorized by Customer to accept, act, and rely upon any instruction that Fabriik reasonably believes to have been made by, or on behalf of Customer. Fabriik and its representatives are not liable for any Losses Customer may suffer as a result of the misconduct of any person purporting to act on behalf of Customer.
2.6. No Advice. Customer represents that each Order entered into by Customer will be based upon Customer’s judgement and that Customer is not relying on any communication of Fabriik or its representatives as investment advice, as a recommendation to enter into an Order, or as an assurance of expected results. Customer acknowledges that Fabriik is not acting as a fiduciary or advisor to Customer in respect of any Order. For the avoidance of doubt, Customer will obtain any necessary independent legal, tax, financial and other advice in relation to any Order and before accepting this Agreement. Fabriik makes no representation, warranty, or guarantee as to the performance, returns, loss, or risks in connection with any Order. No representative of Fabriik may waive or vary any of Fabriik’s rights as set out in this Agreement nor may they accept any liability on Fabriik’s behalf.
2.7. Information Sources. Market information may, from time to time, be provided to the Customer through Fabriik. This information may be obtained from various information providers through sources believed to be reliable. Fabriik does not guarantee the timeliness, sequence, accuracy, completeness, or fitness for a particular purpose of any market information provided through Fabriik. Such information may include opinions and recommendations of individuals or organizations and Customer understands that Fabriik may not endorse such recommendations or opinions and that Fabriik is not providing any investment, tax, accounting, or legal advice to Customer by including or making available such market information.
2.8. Orders Binding. An Order becomes binding on Customer upon receipt by Fabriik and creates an obligation on Customer to settle the Order. Any Losses in connection with Customer’s failure to settle an Order are the sole responsibility of Customer. All Orders shall be subject to all restrictions or limitations, direct or indirect, which are imposed by Fabriik’s charter, articles of incorporation, or bylaws; all applicable federal and state laws and regulations; the rules, regulations, customs and usages of any exchange, market or clearing house where the Order is executed; Fabriik’s policies and practices; and this Agreement.
2.9. Means of Processing Orders. Fabriik may use whatever intermediary banks, payment systems or methods Fabriik deems commercially reasonable and appropriate for processing an Order. Customer agrees to be bound by applicable law, regulations, clearing house rules or other rules or procedures of any funds transfer or communications system that is used. While Fabriik will make every commercially reasonable effort to ensure the timely fulfillment of each Order, Fabriik is not responsible for the speed and timing of payment processing by financial institutions or systems beyond the control of Fabriik. Fabriik is not responsible for any errors or omissions or for any actions that may be taken or not taken, or fees that may be deducted, by any intermediary or correspondent financial institution or by the Recipient’s financial institution in association with any Order, including any cancellation or rejection.
2.10. Cancellation and Correction.
2.10.1. Once Fabriik accepts an Order, Customer may not cancel the Order and is liable for all amounts owed as result. If Customer otherwise wishes to amend an Order, Fabriik shall use commercially reasonable efforts only to do so. There is no assurance that Fabriik will be able to cancel or amend an Order.
2.10.2. Customer acknowledges that Fabriik cannot reverse a Digital Asset Order which has been broadcast to a Digital Asset Network, and losses due to fraudulent or accidental transactions are not recoverable.

PART 2 – SERVICES

3. FABRIIK WALLET

3.1. Fabriik Wallet is a self-custodial wallet. At no point will Fabriik ever take custody or control over Digital Assets stored in Customer’s Fabriik Wallet account.
3.2. Wallet Creation. When Customer creates a Fabriik Wallet account, the wallet software generates a cryptographic mnemonic that Customer uses to access their Fabriik Wallet account. Customer is solely responsible for storing, outside of the Services, a backup of any wallet account, mnemonic, private key, or transaction information that they maintain in their Fabriik wallet. If Customer does not maintain a backup of their Fabriik Wallet data, they will not be able to access Digital Assets previously accessed using their wallet in the event that Fabriik discontinue or no longer offer some or all of the Services or may otherwise lose access to Digital Assets. Fabriik is not responsible for maintaining this data on Customer’s behalf.
3.3. Account Content. Customer understands that their content (not including credit card or banking information), may be transferred and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
3.4. Any Digital Assets transaction created with Fabriik Wallet must be confirmed and recorded in the digital assets’ ledger associated with the relevant Digital Asset Network.
3.5. Fabriik has no control over any Digital Assets Network and therefore cannot and does not ensure that any transaction details Customer submits via the Services will be confirmed on the relevant Digital Asset Network. Customer agrees and understands that the transaction details they submit via the Services may not be completed, or may be substantially delayed, by the Digital Asset Network used to process the transaction. Fabriik does not guarantee that the wallet can transfer title or right in any Digital Assets or make any warranties whatsoever with regard to title.
3.6. Transaction Modification. Once transaction details have been submitted to a Digital Asset Network, Fabriik cannot assist Customer to cancel or otherwise modify the transaction or transaction details. Fabriik has no control over any Digital Asset Network and does not have the ability to facilitate any cancellation or modification requests.
3.6.1. Forks. In the event of a Fork, Fabriik may not be able to support activity related to Customer’s Digital Assets. Customer agrees and understands that, in the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. Fabriik is not responsible for any loss incurred by Customer in whole or in part, directly or indirectly, by a Fork.
3.6.2. Pin. Fabriik does not receive or store Customer’s wallet pin, nor any keys, or mnemonic. Fabriik cannot assist Customer with wallet pin retrieval. Customer is solely responsible for remembering, storing, and protecting their wallet pin and mnemonic. Any Digital Assets Customer has associated with such wallet may become inaccessible if they do not know or protect their wallet pin. Any third-party with knowledge of one or more of Customer’s credentials (including, without limitation, a mnemonic, a backup phrase, secret words, wallet identifier or pin) can dispose of Digital Assets in their wallet. When Customer creates a Fabriik Wallet, they must: (i) create a strong pin that they do not use for any other website or online service; (ii) provide accurate and truthful information; (iii) protect and keep secret all credentials for the wallet; (iv) protect access to their device and wallet; (v) promptly notify Fabriik if they discover or otherwise suspect any security breaches related to their wallet; and (vi) use the backup functionality provided through the wallet and safeguard their backup files. Customer agrees to take responsibility for all activities that occur under their wallet and accept all risks of any authorized or unauthorized access to their wallet, to the maximum extent permitted by law.
3.6.3. Fees. Fabriik may charge Customer a fee for using the wallet, receiving, sending, or controlling Digital Assets. Network fees (including, without limitation “miner’s fees”) required to use a Digital Asset Network may apply to a transaction. Customer is solely responsible for paying any such fee and Fabriik will neither advance nor fund such a fee on Customer’s behalf, nor be responsible for any excess or insufficient fee calculation.

3.6.4. AML & KYC Procedure. Fabriik reserves the right to perform any AML/KYC procedure on Customer, Authorized Users, addresses and particular transactions of Digital Assets as may be required by law or at its sole discretion.
3.6.5. Order Refusal. Fabriik may, in its sole discretion, limit or cancel quantities purchased per person, per household or per Order. These restrictions may include Orders placed by or under the same Customer’s account, the same credit card, and/or Orders that use the same billing and/or shipping address. Fabriik reserves the right to limit or prohibit orders that, in their sole judgment, appear to be placed by dealers, resellers or distributors.
3.6.6. Site Products & Services. Certain products or Services may be available exclusively online through the Fabriik Wallet. These products or services may have limited quantities and are subject to return or exchange only according to their policies. Fabriik reserves the right, but are not obligated, to limit the sales of products or Services to any person, geographic region, or jurisdiction. Fabriik may exercise this right on a case-by-case basis and reserve the right to limit the quantities or discontinue any products or Services that are offered. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of Fabriik. Any offer for any product or Service made on this site is void where prohibited.

PART 3 – GENERAL TERMS

4. DIGITAL ASSET DISCLAIMER

4.1. By using the Services, Customer understands that there are substantial risks associated with the purchase, sale and use of Digital Assets through Fabriik, and Customer is agreeing to familiarize itself and assume all such risks, including, but not limited to:
4.1.1. the funds, Digital Assets, or value in Customer’s account are not insured in any way by Fabriik or any governmental authority;
4.1.2. the value of the Digital Assets Customer acquires through the Services are attached to Customer’s Digital Asset wallets that are accessible only with Customer’s private key. If Customer loses its private key, Customer’s Digital Assets will be unrecoverable and Fabriik will not assist Customer in recovering Digital Assets from any Digital Asset wallets without Customer’s private key;
4.1.3. price and liquidity of Digital Assets has been, and maybe, subject to large fluctuations on any given day and Customer may lose any and all value in Customer’s Digital Assets at any time;
4.1.4. some Digital Asset exchanges have been subject to cyberattacks and other technical issues that have resulted in the loss or theft of Digital Assets to their users and there is a risk that a similar cyberattack could affect the Services and result in the theft or loss of Customer’s Digital Assets for which Customer cannot recover;
4.1.5. Digital Assets are not part of a central bank that can take corrective measures to protect the value of Digital Assets in a crisis;
4.1.6. changes to applicable law may adversely affect the use, transfer, exchange or value of Customer’s Digital Assets and such changes may be sudden and without notice;
4.1.7. Digital Assets are not legal tender and are not backed by a government; and
4.1.8. Digital Assets have value from the continued willingness of market participants to use Digital Assets, thus Digital Assets are susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular Digital Asset if the market for such Digital Asset disappears.

5. FEES AND TAXES

5.1. Customer understands that Fabriik will charge certain fees for the Services, as set forth in specific detail in Service terms in Part 2 of this Agreement and, on some occasions, via a fee schedule made available to Customer. Customer agrees and acknowledges the relevant fee for the Service before placing an Order. All fees payable under this Agreement are exclusive of any legally applicable value added tax or similar sales or turnover tax in any relevant jurisdiction. Fees are subject to change without notice. The Fees are non-refundable, and Fabriik reserves the right to adjust its fees or to institute news fees at any time.
5.2. To the extent that Fabriik does not collect any applicable taxes, but it is later determined that taxes were collectible by Fabriik, Customer shall pay such applicable taxes to Fabriik upon notice of the applicable taxes. Fabriik is not liable for any taxes that Customer is legally obligated to pay, in any jurisdiction, which is incurred or arise in connection with or related to Customer’s business activities (under this Agreement or otherwise), and all such taxes will be the financial responsibility of Customer. Customer understands that Fabriik may be required to disclose Customer’s account information to tax authorities in any country or pursuant to a court order at any time.
5.3. Customer is also responsible for determining if any income or earnings from a particular investment result in unrelated business taxable income that is subject to unrelated business income tax pursuant to the Regulations.
5.4. Tax Sheltering. Fabriik is not responsible for determining or investigating whether a particular Order or transaction constitutes an abusive tax shelter scheme or transaction. Customer acknowledges and understands that a determination regarding whether a prohibited transaction or an abusive tax shelter scheme or transaction has or would occur depends upon the facts and circumstances that surround a particular investment transaction. The parties acknowledge and agree that the responsibility for filing any forms or disclosing any information to the government with respect to any prohibited transactions or abusive tax shelter schemes or transactions resides entirely with Customer.

6. ERRORS AND DISCREPANCIES

6.1. Customer must promptly review each report or advisory communication regarding Orders or transaction history sent by Fabriik and promptly notify Fabriik of any error, discrepancy, irregularity, or unauthorized activity. Customer may not assert any claim against Fabriik or its representatives in connection with any errors, discrepancies, or irregularities if Customer did not exercise reasonable care in examining any such communication which reflected such errors, discrepancies or irregularities, or if Customer did not notify Fabriik in writing and in a reasonably prompt manner that Customer disputes any information contained in, or missing from, any communication. Customer shall provide Fabriik with all information necessary for Fabriik to investigate the error, discrepancy, or irregularity.
6.2. If Fabriik makes a payment to Customer in error, Customer shall be deemed to hold such funds or Digital Assets in trust for Fabriik and return such funds or Digital Assets forthwith to Fabriik upon demand. If Customer makes a payment to Fabriik in error, Fabriik shall be deemed to hold such funds or Digital Assets in trust for Customer and return such funds or Digital Assets forthwith to Customer upon demand.
6.3. Customer acknowledges that any technical issues arising from the misuse of the Services, including but not limited to entering a wrong address both when indicating the Recipient address or when sending their Digital Assets to Fabriik, and other types of user mistakes may not be resolved by Fabriik’s technical department.
6.4. Conclusive Evidence. For the avoidance of doubt, Fabriik shall be entitled to rely on its own record of any information or data relating to Customer as conclusive evidence of the fact against that Customer for all purposes save for manifest error.

7. FABRIIK ONLINE SYSTEM

7.1. Online System License. If Customer uses the Online System Customer agrees to abide by this Agreement. In consideration of Customer’s agreement to be so bound, Customer shall be granted, for so long as the Agreement remains in effect, a non-exclusive, non-transferable, and non-sublicensable license to use the Online System for the sole purpose of facilitating Customer’s use of Services.
7.2. Online System Content. The content on the Online System is provided for general information only. It is not intended to be treated as any advice on which Customer should rely. Customer must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Online System. Although Fabriik makes reasonable efforts to update the information on the Online System, Fabriik makes no representations, warranties, or guarantees, whether express or implied, that the content on the Online System is accurate, complete or current.
7.3. User Generated Content. The Online System may include information and materials uploaded by other users of the Site, including use of bulletin boards and chat rooms, as applicable. This information and these materials have not been verified or approved by Fabriik. The views expressed by other users on the Online System do not represent Fabriik’s views or values.
7.4. Uploading Content to Online System: When Customer makes a Contribution to the Online System, or makes contact with other users of the Online System, Customer must comply with the content standards set out below:
7.4.1. A Contribution must: (i) be accurate (where it states facts); (ii) be genuinely held (where it states opinions); and (iii) comply with the laws applicable in any country from which it is posted.
7.4.2. A Contribution must not:
7.4.2.1. be defamatory of any person;
7.4.2.2. be deceiving, obscene, offensive, hateful or inflammatory;
7.4.2.3. promote violence, illegal activity, and/or discrimination;
7.4.2.4. infringe any copyright, database right, or trademark of any other person;
7.4.2.5. breach any legal duty owed to a third-party, such as a contractual duty or a duty of confidence;
7.4.2.6. be in contempt of court;
7.4.2.7. be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
7.4.2.8. be likely to harass, upset, embarrass, alarm or annoy any other person;
7.4.2.9. impersonate any person, or misrepresent your identity or affiliation with any person;
7.4.2.10. give the impression that the Contribution emanates from Fabriik, if this is not the case;
7.4.2.11. advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
7.4.2.12. contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducements to the commission, preparation or instigation of acts of terrorism; or
7.4.2.13. contain any advertising or promote any services or web links to other sites.
7.5. Customer warrants that any Contribution made shall comply with the above-listed standards and acknowledges that Customer will be liable to Fabriik and indemnify Fabriik for any breach of this warranty. This means Customer will be responsible for any loss or damage Fabriik suffers as a result of Customer’s breach of warranty.
7.6. Any Contribution to the Online System will be considered non-confidential and non-proprietary. Customer retains all ownership rights in the content but grants to Fabriik (and other users of the Online System) a limited license to use, store and copy that content and to distribute and make it available to third parties. Fabriik also has the right to remove any Contribution Customer makes on the Online System at their sole discretion.
7.7. Customer agrees that the Online System is and shall remain the exclusive property of Fabriik. Accordingly, Customer represents, warrants, and covenants that it shall not:
7.7.1.1. distribute or disclose the Online System, or any component of it, or permit use of the Online System by, any third-party;
7.7.1.2. decompile, disassemble, reverse engineer, or otherwise attempt to derive or discern the source code or internal workings of the Online System except to the extent that any reduction of software in the Online System to human readable form (whether by reverse engineering, de-compilation or disassembly) is necessary for the purposes of integrating the operation of the Online System with the operation of other software or systems used by Customer;
7.7.1.3. use the Online System for any purpose that is illegal or prohibited under the Agreement;
7.7.1.4. use any automated means or interface to access the Services or extract other users’ information;
7.7.1.5. use the Online System to communicate with other users or for any commercial purpose;
7.7.1.6. use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from using the Services, or that could damage, disable, overburden, or impair the functioning of the Services;
7.7.1.7. use or attempt to use another user’s Online System Access Method without their permission;
7.7.1.8. upload viruses or other malicious code that otherwise compromises the security of the Services;
7.7.1.9. attempt to circumvent any content-filtering techniques Fabriik uses, or attempt to access areas or features of the Services that Customer is not authorized to access;
7.7.1.10. establish a link to the Online System that suggests in any way any form of association or Fabriik’s approval or endorsement;
7.7.1.11. probe, scan, or test the vulnerability of the Services, or any related system or network; or
7.7.1.12. encourage or promote any activity that violates the Agreement.
7.8. Fabriik shall indemnify and hold Customer harmless of any damages and costs awarded by a court of competent jurisdiction against Customer, which relate directly to a finding by such court that Customer’s use of the Online System in accordance with the Agreement infringed any copyright, patent, trade secret or other intellectual property right of a third-party; provided, however, Customer must agree to allow Fabriik, to the extent it chooses, to defend and direct all activities relating to the defense and/or settlement of any such third-party claim. Customer must provide Fabriik with prompt notice of any actual or potential third-party claim.

8. ONLINE SYSTEM SECURITY

8.1. Use of Online System. In order to use some Service platforms of the Online System, Customer will be required to create an electronic account. Customer may have full or limited access to the Online System, in Fabriik’s sole discretion. If Customer wishes Fabriik to terminate access to the Online System, Customer agrees to issue such request in writing, to be confirmed by Fabriik in writing. Without limiting this Section, until such time as Fabriik’s confirms Customer’s access has been terminated, Customer will remain responsible for any Orders placed and other activity using the Online System.
8.2. Access. Fabriik may provide Customer with a username and temporary password to access the Online System. It is the sole responsibility of Customer to safeguard the security of its password, and Customer agrees that it will change the temporary password to a unique password promptly upon issuance, and periodically change the password thereafter to ensure security. Customer expressly acknowledges and agrees that such use is made in accordance with this Agreement and any additional user agreement or manual provided by Fabriik, including maintaining any minimum operating and Internet browser requirements. Fabriik may suspend, limit or terminate a Customer’s access to the Online System, without notice, at any time to (i) reflect changes in law, (ii) meet new regulatory requirements, (iii) perform essential technological or security upgrades or (iv) where Customer breaches the obligations set out in this Agreement or as a result of Customer’s wrongful or improper use of the Services.
8.3. Customer’s Responsibility for Use of Online System. Customer is solely responsible for all activity on Customer’s electronic account, and each agrees to notify Fabriik immediately upon becoming aware of any unauthorized use of Customer’s electronic account. Fabriik’s responsibility for any losses incurred by reason of any use, whether authorized or unauthorized will be limited as set out in Section 19, and Customer agrees to repay Fabriik in respect of any losses, charges or expenses Fabriik may incur as a direct result of the use of Customer’s electronic account. Customer must take all reasonable steps to keep any personalized security features utilized in connection with keeping their account safe. Nothing in this clause shall limit Fabriik’s liability in accordance with Section 19.
8.4. Electronic Communications from Fabriik. Customer acknowledges and agrees that the Online System may include certain communications from Fabriik or its partners, such as service announcements and administrative messages, and that these communications are considered part of the Online System and Customer may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the Services, including any new service, shall be subject to the Agreement.
8.5. Online System Provided “As Is”. The Online System, and all other related Services, are provided “as is” with no representations, warranties, or conditions of any kind, either express or implied. Fabriik shall have no responsibility for transmission errors occurring outside the scope of the proprietary Online System, nor for faulty or unreliable Internet connections or website downtime. All disclaimers, limitation of liability and indemnity terms set forth in the Agreement shall apply fully to Customer’s use of the Online System, as well as any other means of accessing such Services.
8.6. Multi-Factor Authentication (“MFA”) Service. Fabriik may utilize an MFA service to safeguard Customer access to the Online System. The MFA service will require Customer to provide certain contact information to Fabriik. Customer authorizes Fabriik to transmit a unique authentication identifier to the contact information provided by Customer. Customer shall be solely responsible for any third-party fees incurred by Customer, including, but not limited to those assessed by telecommunication service providers, as a result of the use of the MFA service.
8.7. Security of the Online System Access Method. The confidentiality and security of the Online System Access Methods will always be the sole responsibility of Customer. Customer hereby acknowledges that:
8.7.1. Customer agrees that there are inherent risks of using online services such as the Online System if the security of the Online System Access Methods is not strictly maintained.
8.7.2. Customer shall make reasonable efforts to:
8.7.2.1. take appropriate security measures to protect their devices and computer systems;
8.7.2.2. protect the Online System Access Methods, personal details and other confidential data;
8.7.2.3. use unique Online System Access Methods for different websites, applications, or services. Online System Access Methods should not be based on common or typical passwords or password routines, and/or personal information; and
8.7.2.4. implement security protocols and policies, and install or acquire security products and protections including up-to-date anti-virus, anti-spyware, firewall software and operating systems on devices and computers, removal of file and print sharing options, regular and frequent back up of critical data; encryption technology, terminating online sessions when complete, clearance of browser cache after each log in; prohibition on software and programs of unknown origin; prohibition on using websites that have not been reviewed for security and veracity, and prohibition on use a computer or a device which is not owned or authorized for use by Customer or which is on a public network to access the Online System.
8.7.3. Changes. Fabriik may modify, or discontinue, the Online System at any time or change its domain. Fabriik shall use reasonable endeavors to give Customer reasonable notice of any such modification or discontinuance

9. INTELLECTUAL PROPERTY

9.1. Intellectual Property Rights. All copyright, trademarks, service marks, trade secrets, registered and unregistered design rights and all other intellectual property and other rights in and to the Fabriik Intellectual Property, shall always remain the sole and exclusive property of Fabriik and, where applicable, its licensors. Customer shall have no right or interest in Fabriik Intellectual Property or other rights, except the right to access and use the Service as provided for in the Agreement. All rights not expressly granted to Customer are reserved by Fabriik.
9.2. Customer shall not use the Fabriik name for any purpose without the prior written consent of Fabriik, including but not limited to, in any advertisement, publication, or offering material.
9.3. Feedback. In the event Customer uploads or shares any feedback, suggestion, idea, or other information or material with Fabriik, Customer automatically grants Fabriik an unlimited and unrestricted worldwide license to use this content without any cost. This content shall become part of the public domain so long as it remains on Fabriik’s Online System and Services. Customer agrees that this content can be used by Fabriik for marketing or any other purposes at Fabriik’s sole discretion.
9.4. Customer will immediately report any apparent malfunction or breach of security of which Customer becomes aware or experiences with the Services.

10. THIRD-PARTY CONTENT AND SERVICES

10.1. Customer may be charged fees by the third-party service provider. Fabriik is not responsible for any third-party service fees. Customer is solely responsible for their use of the third-party service and agrees to comply with all terms and conditions applicable to any third-party service.
10.2. While using Fabriik’s Services, Customer may view Third-Party Content. Fabriik does not control, endorse, or adopt (unless otherwise expressly stated by Fabriik) any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, Customer’s business dealings or correspondence with such third parties is solely between Customer and the third parties. Fabriik is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and Customer understands that their use of Third-Party Content, and interactions with third parties, is at their own risk.
10.3. By using Fabriik’s Services, Customer agrees to Wyre Payments, Inc. User Agreement and Privacy Policy.

11. FORCE MAJEURE

11.1. Force Majeure. In the event that Fabriik or its representatives are unable to provide the Services due to abnormal and unforeseeable circumstances beyond Fabriik’s or its representatives’ control the consequence of which would have been unavoidable despite all efforts to the contrary, including but not limited to government acts, wars, acts of terrorism, cybercrimes, strikes, riots, other civil disturbances, legal process, health epidemic or pandemic, electronic failure or mechanical failure, Fabriik and its representatives shall have no liability for direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of profits or expenses, arising in connection with any Order entered into with Customer pursuant to the Agreement, any CFD or any Confirmation.

12. TERM, SUSPENSION, AND TERMINATION

12.1. Subject to the Regulations, Customer may terminate the Agreement at any time without notice by deactivating or canceling User’s Fabriik account and transferring all digital assets accordingly. User undertakes to pay any outstanding amounts owed to Fabriik as the case may be, and any pending transactions shall be canceled with immediate effect.
12.2. Fabriik may terminate the Agreement upon the occurrence of a Termination Event. In all other circumstances, Fabriik may terminate this Agreement with 30 days’ notice to Customer.
12.3. This Agreement has no fixed term.
12.4. In the event of termination, all debts, and obligations that Customer owes Fabriik shall become immediately due and payable. Customer agrees that Fabriik may take any action it is entitled to take under the Agreement or under applicable law, including to set off the whole or any part of any amount owing to Customer against any or all amounts payable by Customer to Fabriik.
12.5. In the event of termination, all obligations and rights of a continuing nature shall survive termination of the Agreement.
13. DEATH OF ACCOUNT HOLDER
13.1. Death. In the event Fabriik receives legal documentation confirming the death of a User, or other information leading us to believe User has died, Customer’s Fabriik account will be frozen, and no transactions may be completed until:
13.1.1. A designated fiduciary has opened a new Fabriik account, and the entirety of the User’s Fabriik account has been transferred to such new account; or
13.1.2. Fabriik is in receipt of satisfactory evidence that User is not deceased.
13.2. Designation of Fiduciary. Fabriik reserves the right to treat as your fiduciary, any person entitled to inherit your Fabriik account, upon receipt and review of documentation we, in our sole discretion, deem necessary including but not limited to a will, or court order having competent jurisdiction over Customer’s estate. Notwithstanding, there is no obligation on the part of Fabriik to take any action relating to an account of a deceased unless provided for in this Agreement.

14. REPRESENTATIONS AND WARRANTIES

14.1. Customer represents, warrants, and covenants, where applicable, that:
14.1.1. All statements contained in the Agreement, and any other information contained in documentation submitted in support of the Agreement, are true and correct and that Customer will notify Fabriik immediately if any of such information is no longer true.
14.1.2. If Customer is a non-individual, Customer (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) it has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Orders contemplated.
14.1.3. Customer is not subject to any financial sanctions, embargoes or other restrictive measures imposed by any governmental authority in any jurisdiction in which the Services are available.
14.1.4. They are NOT in, under the control of, or a national or resident of any Restricted Locations or a national the State of New York (US). Fabriik does not operate in Restricted Locations. Fabriik maintains the right to select the markets and jurisdictions to operate in and may restrict or deny its Services to certain countries at any time.
14.1.5. That they are at least 18 years old or of other legal age, according to Customer’s relevant jurisdiction.
14.1.6. Customer is responsible for ensuring the accuracy and completeness of instructions in respect of every Order.
14.1.7. Customer has initiated each Order solely based on its analysis and/or third-party advice and has not received or relied upon any advice from Fabriik with respect to the suitability or appropriateness of such Order for Customer.
14.1.8. Customer shall maintain security systems, procedures, and controls to prevent and detect the theft of funds; forged, fraudulent and unauthorized instructions and electronic transfer of funds by anyone who is not Customer; losses due to fraud or unauthorized access to the Services by anyone who is not Customer.
14.1.9. Customer shall make its own arrangements to provide the equipment and software it needs to meet its desired levels of service, security, and reliability. Equipment includes computer systems and telecommunication devices. All purchase, installation and maintenance costs will be at Customer’s expense. Fabriik may, if it chooses, specify security procedures for a Service, which Customer must follow.
14.1.10. Customer shall keep any keys, access codes, security devices and verification procedures safe and confidential, and change them at least as often as the Services terms specify.
14.2. Limitation on Services.
14.2.1. Customer confirms that all Orders will be placed pursuant to and in accordance with the Agreement.
14.2.2. Customer agrees not to:
14.2.2.1. use the Services to make payments for any illegal purpose;
14.2.2.2. use any robot, spider, crawler, scraper or other automated means or interface not provided by Fabriik to access the Services or to extract data;
14.2.2.3. attempt to circumvent any content filtering techniques Fabriik employs, or attempt to access any service or area of our Services that you are not authorized to access;
14.2.2.4. develop any third-party applications that interact with Fabriik’s Services without prior written consent; and
14.2.2.5. encourage or induce any third-party to engage in any of the activities prohibited under this Section.
14.2.3. Customer acknowledges that any Order accepted by Fabriik will be binding upon and enforceable against Customer and does not violate the terms of any other agreement to which Customer is bound.
14.3. Consent to Credit Check. Customer authorizes Fabriik to take all commercially reasonable measures to confirm correctness of Customer information and to assess Customer’s ability to meet its obligations to Fabriik. Reasonable measures include but are not limited to periodically requesting and obtaining Customer credit and financial information, from credit bureau and other sources of such information as may be relevant to assess Customer’s credit risk and creditworthiness.

15. LEGAL AND REGULATORY COMPLIANCE

15.1. Order Processing. Customer understands, acknowledges, and agrees that all Orders, wherever originated, may be processed by Fabriik, an entity that may be located outside the country of Customer. As such, all Orders, wherever originated, will be processed in accordance with the laws and regulations of the jurisdiction where the transaction is being processed, including but not limited to, those laws and regulations relating to anti-money laundering, anti-terrorism financing, and foreign asset control.
15.2. Freezing or Blocking Transactions. In certain circumstances, Fabriik may be obliged to freeze or block an Order to comply with applicable laws. Freezing or blocking can arise for a number of reasons, including as a result of the account monitoring that Fabriik conducts as required by relevant laws or where the name of a sender or Recipient of an Order matches a name on a relevant government list of prohibited persons or where the Order is being sent to a country that has been subjected to relevant government asset control or sanctions. If this occurs, Fabriik and its representatives are not liable to Customer for any resulting Losses whatsoever and Customer agrees to indemnify Fabriik and its representatives to the extent that Fabriik and its representatives incur any Losses in connection with the freezing or blocking of Customer’s account.
15.3. Refusal or Delay of Services. Fabriik may refuse or delay the provision of Services, at its sole discretion, if Fabriik reasonably determines that doing so is necessary to avoid or mitigate Losses to Fabriik; to comply with Fabriik policies; to adhere to laws or regulations; if an Order is not or does not appear to be related to Customer’s stated purpose of its use of Services, or to reduce risk to Fabriik. This includes, but is not limited to, events where Fabriik reasonably suspects that the Service is being used or accessed to perpetrate financial fraud or exploitation, including without limitation, money laundering, terrorist financing, and identity fraud, even if Customer has authorized use of the Service.
15.4. Disclosure. Customer understands that Fabriik takes measures to ensure that it is not participating or assisting in money laundering or terrorist financing. Customer agrees that Fabriik, in its sole discretion, may disclose any Order related information including but not limited to confidential information of Customer or information about a Recipient in order to satisfy Fabriik’s legal obligations under applicable law, including, but not limited to, anti- money laundering, trade and economic sanctions laws and/or regulations, or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any governmental agency, body or department that exercises regulatory or supervisory authority with respect to Fabriik’s operations, where such disclosure is made to satisfy governmental audit or examination requirements or as part of information required to be submitted to such governmental entities in the ordinary course of business.
15.5. Additional Information. Upon request, Customer agrees to provide any additional information that Fabriik may need, including with respect to Customer, third-party payers, or payees to satisfy its ongoing legal and regulatory obligations. Failure or delay in providing additional information may result in a delay or failure to provide Services. In addition, Customer authorizes Fabriik to make any inquiries it may deem necessary or appropriate in accordance with applicable law, including, without limitation, inquiries into Customer’s solvency or credit history, to assess Customer’s suitability for a business relationship with Fabriik as well as ongoing maintenance of that relationship.
15.6. No offer of Securities: Fabriik takes all possible measures to integrate and exchange Digital Assets and other types of digital mediums of exchange only that cannot be classified as a security by the competent national authorities. The responsibility for the fact that the Digital Asset cannot be treated as a security lies with the owner of the Digital Asset. Fabriik reserves the right at its sole discretion to prohibit and discontinue any Order where Fabriik has knowledge of any risk or speculation that such Digital Asset would be treated as a security by the relevant national authorities. Fabriik refers to industry best practices in determining whether Digital Assets are treated as a security or not. For the avoidance of any doubt, the provisions of this clause shall not constitute or be deemed or construed to constitute any form of warranty and/or investment, financial, legal or any other professional advice, that a Digital Asset made available through Fabriik’s Services is not a security.

16. USE OF INFORMATION, PRIVACY AND DISCLOSURE

16.1. Personal Data. Fabriik shall collect, use, and disclose Personal Information received from Customer and shall endeavor to comply with all applicable foreign, federal, and state data protection laws, as well as all other applicable regulations and directives as the case may be. The policy applied to processing data is set out in our Privacy Policy available on Fabriik’s website.
16.2. Fabriik may transfer personal data to affiliates in countries other than the country in which the information was originally collected or created.
16.3. Customer shall indemnify Fabriik and its representatives and hold Fabriik and its representatives harmless from and against any Losses resulting from Fabriik’s non-compliance with applicable privacy and data governance laws which are a direct consequence of the actions or omissions of Customer.
16.4. Without limiting the foregoing, Fabriik shall not be liable for any losses or damages incurred as a result of any information submitted to it through this website or any contact e-mail thereof or for its transmission of information to any person or entity as a result of a request for such transmission reasonably.
16.5. Disclosure. Customer agrees to never share the details of their Order, including, but not limited to, where applicable, their Fabriik ID, the transaction hash, Recipient address, and/or e-mail related to a Fabriik account, with anyone except Fabriik representatives. Fabriik will not request specific information about any Fabriik accounts, transactions or other personally identifiable data from Customer unless: (i) the information is requested to help complete an Order initiated by Customer; (ii) the information is requested to efficiently process your enquiry; or (iii) it is legally required e.g., in connection with Fabriik’s AML/KYC procedure.
16.6. New Products and Services. Under a valid consent, Fabriik may contact Customer, by telephone, mail, or other means, with information about the products and services available that Fabriik believes may be of interest to Customer.

17. LIMITATION OF LIABILITY; INDEMNITY

17.1. Nothing in this Agreement shall limit or exclude a Customer’s statutory rights.
17.2. Fabriik will have no liability to Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity in each case whether direct or indirect.
17.3. Fabriik strives to protect Customer and its Authorized Users from fraudulent and scam activities in the sphere of Digital Assets. It is possible, that some Digital Assets are purposed for unlawful seizure of the property or are construed as a fraud, scam, or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. Fabriik cooperates with law enforcement agencies and other competent authorities to determine and disclose such Digital Assets. Fabriik reserves the right to prohibit and discontinue any of their Services with such Digital Asset at Fabriik’s sole discretion, without any prior notice to Customer and without publication of the reason for such decision, whenever this comes to Fabriik’s knowledge.
17.4. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL FABRIIK AND ITS REPRESENTATIVES BE LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR LOST REVENUE, PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF FABRIIK OR ITS REPRESENTATIVES HAVE BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE AS A RESULT OF OR ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES OR IN ANY WAY CONNECTED TO THE AGREEMENT. THE PARTIES AGREE THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, WITHOUT WHICH FABRIIK WOULD NOT HAVE ENTERED INTO THE AGREEMENT. THE LIMITATIONS OF LIABILITY STATED IN THE AGREEMENT SHALL HAVE EFFECT TO THE EXTENT PERMITTED BY APPLICABLE LAW.
17.5. Fabriik’s Liability. Without prejudice to the above, if Fabriik fails to comply with these terms, it is responsible for loss or damage Customer suffers that is a foreseeable result of breach by Fabriik of this Agreement or failure to use reasonable care and skill. Fabriik and its representatives are not responsible for any loss or damage that is not foreseeable. Fabriik does not exclude or limit in any way its liability where it would be unlawful to do so. This includes liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; or for breach of a Customer’s legal rights in relation to this Agreement.
17.6. Indemnity. Customer will repay Fabriik and its representatives any and all claims, losses, and expenses that arises directly out of (i) any actual or alleged breach of Customer’s representations, warranties, or obligations set forth in this Agreement; (ii) Customer’s wrongful or improper use of the Services; (iii) Customer’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) Customer’s violation of any law, rule, or regulation of any country; and (iv) a breach by Customer of Section 10 and 11 which results in any other party’s use of the Services or access to the Online System through any Customer’s Online System Access Method. This clause will survive the termination of this Agreement.

18. COMMUNICATION AND NOTICES

18.1. Customer agrees and consents to receive electronically, all communications, agreements, documents, notices, and disclosures provided by Fabriik in connection with any Fabriik Service (“Communications”). Such Communications shall be provided to Users via the Online System.
18.2. All such communications will be considered to have been provided in accordance with the terms of this Agreement. Customer agrees that it is Customer’s responsibility to access all such communications.
18.3. All electronic communications will be deemed to be received on the day the electronic communication is sent, if a business day, and if not a business day, on the next Business Day after the date on which the electronic communication is sent.
18.4. Customer must inform Fabriik immediately in writing of any change of address, delivery information, Customer financial institution or designated account(s), or its bank/financial institution from which Fabriik has been granted the authority to initiate electronic debits. Any changes directed by a notice will be taken into effect by Fabriik within five (5) days after Fabriik’s receipt of such notice. If Customer has failed to inform Fabriik of any change in address or contact information in accordance with this clause or has otherwise provided incorrect address or contact information and Fabriik is unable to deliver any Communications due to such failure or the provision of incorrect address or contact information, Customer is in breach of this Agreement and Fabriik will have no further obligation to seek out correct contact information to continue to attempt to deliver. Fabriik is not responsible for Customer’s failure to receive any Communications if sent in accordance with contact information as provided by Customer.
18.5. Where Customer communicates via electronic mail with Fabriik, Customer agrees to bear the risk that such electronic mail may be corrupted, modified, incomplete, hacked, compromised or be undelivered with or without notice to the sender or receiver. Customer agrees to bear the risk of these events and agrees to hold Fabriik harmless from acting or failing to act on any electronic communications purporting to be sent by Customer.

19. DISPUTE RESOLUTION

19.1. The Parties will use their best efforts to resolve any disputes arising hereunder without formal litigation. If a dispute arises out of, or in connection with, this Agreement or the performance, validity, or enforceability of it and the Parties do not resolve some or all disputes through normal internal discussions, then the Parties shall follow the procedure set out in this clause:
19.1.1. At the first instance, the matter in dispute will be escalated to the most senior officer within each Party; and
19.1.2. At the second instance, if the Parties do not resolve some or all issues in dispute within thirty (30) calendar days after the first day that the matter has been escalated at the first instance, then the Parties agree to attempt to resolve the dispute through mediation, in accordance with the Terms of Mediation set out in this Agreement.
19.2. The Parties agree that the representatives selected to participate at all instances in the dispute resolution process will have the authority required to settle the dispute, whether by virtue of the authority of their office or by virtue of delegated authority.
19.3. Any discussions between the Parties at the first and second instances shall be regarded as “without prejudice” for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the negotiations.
19.4. No Party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated, or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
19.5. The Parties agree that this Section shall not prevent Fabriik from seeking payment for unsettled Orders. Should recovery not be successful, the parties shall subsequently attorn to the process set out in the following Section, Terms of Mediation.

20. TERMS OF MEDIATION

20.1. Notice.
20.1.1. If a dispute arises and the Parties do not resolve some or all of that dispute through first instance and second instance negotiations, as set out above, then the Parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. To initiate the mediation either Party may promptly submit to the other Party a notice of intent to mediate. A copy of the notice should be sent to CEDR.
20.1.2. This notice shall be in writing and shall specify the issues in dispute.
20.1.3. The general notice provisions of this Agreement apply equally to the documents referred to in this Section.
20.2. Selection of Mediator. The mediator can be chosen by joint agreement of the Parties, or if unable to agree within fourteen (14) calendar days of the date of delivery of the notice of intent to mediate or if the Parties agree, by the CEDR.
20.3. Schedule. The Parties shall jointly select a date for the mediation that is no later than ninety (90) calendar days from the date of the notice of intent to mediate.
20.4. Location. The mediation shall be held in the State of California, or such other location as the Parties agree.
20.5. Exchange of information. The Parties agree to an exchange of all information upon which they intend to rely in any oral or written presentation during the mediation. This exchange shall be complete no later than fourteen (14) calendar days prior to the date set for the mediation.
20.6. Costs. The Parties agree that they will each be responsible for their own costs of mediation, including travel. Fees and expenses of the mediator and all administrative costs of the mediation, if any, shall be shared equally by the Parties.
20.7. Confidentiality. Any discussions between the Parties during the mediation shall be regarded “without prejudice” for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their representatives unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the mediation.
20.8. The mediator is free to caucus with the Parties individually, as the mediator sees fit to improve the chances of a mediated settlement. Any confidential information revealed to the mediator by one Party during such caucusing may only be disclosed to the other Party with the former Party’s express permission.
20.9. Prohibition against Future Assistance. It is agreed that the mediator will neither represent nor testify on behalf of any of the Parties in any subsequent legal or administrative proceeding between the Parties or where they are opposed in interest. It is further agreed that the personal notes and written opinions of the mediator made in relation to this mediation are confidential and may not be used in any subsequent proceeding between the Parties.
20.10. Termination. The mediation may be terminated by any means described in the CEDR Model Mediation Procedure.
20.11. Mediator’s Report. If no agreement is reached or is reached on some issues only, the mediator shall promptly provide a report to the Parties stating that no agreement was reached on some or all outstanding issues.
20.12. Other Proceedings. No Party may commence any court proceedings in relation to any Dispute arising out of this Agreement until it has attempted to settle the Dispute by mediation and either the mediation has terminated, or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

21. GENERAL TERMS AND CONDITIONS.

24.1 Third Parties. The Agreement is not intended to, and shall not, confer upon anyone other than the Parties and their lawful successors nor assigns any legal or equitable rights, benefits, claims, or remedies of any nature.
24.2 No Waiver. Fabriik’s failure to exercise any of its rights under the Agreement shall not be deemed a waiver of such rights or remedies later.
24.3 Severability. If any provision of this Agreement shall be held to be unenforceable by a court of competent jurisdiction, the remainder of the provisions shall remain in effect and shall be binding upon the Parties.
24.4 Governing Law; Jurisdiction. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, without regard to principles of conflict of laws. Unless otherwise provided for in this Agreement, each Party submits to the exclusive jurisdiction of the applicable state or federal court located in the State of California in connection with any disputes arising out of or relating to use of the Services or a breach of this Agreement.
24.5 Assignment. Customer shall not assign the Agreement nor any rights or obligations hereunder without Fabriik’s written consent. If Fabriik provides its written consent to any assignment of the Agreement, the Agreement shall be binding upon the successors, heirs, and assigns of Customer. Fabriik shall be permitted to consolidate or amalgamate with, or merge with or into, any other institution and any reference in this Agreement to Fabriik shall be construed as a reference to the successor entity. Customer’s obligations in respect of any account will not be affected by any takeover, absorption, or merger by or of Fabriik, nor will it be in any way affected by any change in the name or constitution of Fabriik or any successor, assignee, or transferee.
24.6 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations, and discussions between the parties, whether oral or written. The terms of this Agreement may not be changed, modified, or supplemented except by an instrument in writing agreed upon by both Parties.
24.7 Changes to Agreement. Fabriik reserves the right, in its sole discretion to change, amend, or otherwise modify this Agreement (“Revised Agreement”) at any time upon written notice to Customer. Any changes, amendments, or modifications so conveyed to Customer shall be effective from the date such change, amendment, or modification, unless otherwise stated. User’s continued use of the Services after the said notice has been provided constitutes acceptance of the Revised Agreement. If User does not agree with any such change, amendment, or modification, User shall terminate use of the Services and close the account.

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