Last Updated: 12th February 2020

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. BY USING THIS WEBSITE, YOU (“YOU”) INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS WEBSITE OR USE ANY OF FABSURPLUS’S SERVICES.
 
Copyright and Trademark Information
Copyright © 2021 SDI FABSURPLUS LLC. All rights reserved.
The SDI Subscription Service (“Service”) provided by SDI FABSURPLUS, LLC (“FABSURPLUS”), and the information which it contains, such as text, graphics, images, data, reports, links, information obtained from FABSURPLUS's licensors, services and other material and Deliverables (as defined below) provided through this service are the property of FABSURPLUS, its affiliates and its licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.
 
All product names are trademarks or registered trademarks of their respective owners.
 

Rights to Use Service. Your right to use the  Service is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that You comply at all times with these Terms and Conditions and any separate agreement between You and FABSURPLUS, and subject to the limitations set forth herein, FABSURPLUS will provide You with the extent You subscribe or purchase the Service. You are responsible for obtaining any equipment and Internet service necessary to access the Service.
 
Deliverables; User Licenses. You will receive specific ordered report or other deliverable (“Deliverable”) If You choose to subscribe to FABSURPLUS’s Services on an ongoing basis, all Users will have access to the Service while You are in good standing... Except as expressly set forth in this Agreement or other written agreement between You and FABSURPLUS, no license or other right in or to the Website, Services or Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.
 
Fees. You shall pay all fees or charges to Your account with FABSURPLUS in accordance with the fees, charges, and billing terms in effect at the time You subscribe to the Service or that You order the applicable Content from the Service. You shall be responsible for any and all use, sales or other taxes arising from Your use of any Deliverables or Service provided by FABSURPLUS or its third party suppliers. Payments must be made according to these Terms and Conditions or any separate written agreement with FABSURPLUS.
 

Term. Your subscription to Services or access to paid Content shall commence on the date of payment of subscription and shall continue for the period of time for which You have subscribed to the Service, unless earlier terminated or extended pursuant hereto. If You choose to subscribe to our Service on an ongoing basis, these terms and conditions will renew automatically for successive periods of time equal to the duration of Your initial subscription or for such renewal period unless (1) either You or FABSURPLUS provide notice of termination more than thirty (30) days before the end of the then-applicable subscription term; or (2) for all other subscriptions, You or FABSURPLUS provide notice of termination before the end of the then-applicable subscription term. Either party may terminate a subscription Agreement for breach upon thirty (30) days prior written or e-mailed notice unless such breach is cured in that thirty (30) day period. You will have a perpetual license to use any Content You download during the Term, subject to the terms and conditions of Section 4.
 
Publicity. Unless otherwise agreed by FABSURPLUS, Your purchase of a Service constitutes granting the right to use Your name and Your company’s name and logo in FABSURPLUS’s on-line and/or printed marketing materials and/or in the Website, to disclose that You and/or Your company are a client of FABSURPLUS.
 
The Service Does Not Provide Commercial Advice
This Service and the Content are for informational purposes only. FABSURPLUS collects data from data providers all over the world; FABSURPLUS has not verified any such data or any Content on the Website and cannot and does not provide any assurances or warranties whatsoever regarding the accuracy or completeness of any such data or Content.
 
Use of Content
You may view, copy, download, and print Content, subject to the following conditions: (i) the Content may be used solely for Your internal informational purposes, and no part of the Service, or Content may be reproduced, transmitted or otherwise distributed in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose; and (ii) copyright, trademark and other proprietary notices may not be removed from any Content or other materials obtained from the Service.
 
You shall not: (a) modify, adapt or create derivative works based on the Service available from FABSURPLUS or the Website’s Content; (b) "frame" or "mirror" any Content or create Internet “links” to or from the Service; or (c) disassemble, reverse engineer, or decompile the Services provided via this Content, or access the Serice Content in order to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics.
 

The Service Content is protected by copyright under both United States and foreign laws. Title to the Content remains with FABSURPLUS or its licensors. Except as expressly set forth in these Terms and Conditions or other click through or written agreement between You and FABSURPLUS, no license or other right in or to this Service Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved. Any use of the Content not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice in the sole discretion of FABSURPLUS.
 
If You violate any of these Terms and Conditions, Your permission to use the Content automatically terminates and You must immediately destroy any copies You have made of any portion of the Content.
 
Limitation and Disclaiming of Liability
ALL CONTENT PROVIDED VIA THIS SERVICE IS PROVIDED "AS IS." SPECIFICALLY, BUT WITHOUT LIMITATION, FABSURPLUS DOES NOT WARRANT THAT: (i) THE INFORMATION ON THIS SERVICE, WHETHER CONTRIBUTED BY FABSURPLUS OR A THIRD PARTY, IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THIS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
 
UNDER NO CIRCUMSTANCES SHALL FABSURPLUS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THIS SERVICE OR THE INFORMATION CONTAINED ON THIS SERVICE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF FABSURPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
IN NO EVENT SHALL FABSURPLUS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED, IN THE AGGREGATE, THE GREATER OF (A) AMOUNTS PAID BY YOU TO FABSURPLUS FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM; OR (B) ONE U.S. DOLLAR ($1). THIS LIMITATION IS CUMULATIVE AND NOT PER CLAIM.
 

Links to Third-Party Web Sites
This Service may contain links to non-FABSURPLUS web sites. These links are provided to You as a convenience, and FABSURPLUS is not responsible for the content of any linked web site. Any non-FABSURPLUS web site accessed from this Service is independent from FABSURPLUS, and FABSURPLUS has no control over the content of that web site. In addition, a link to any non-FABSURPLUS web site does not imply that FABSURPLUS endorses or accepts any responsibility for the content or use of such web site.
 
No Third-Party Approvals or Implied Endorsements
Any third party which is the subject of profiles, reports or other information, provided by FABSURPLUS through this Service, likely has not approved or sponsored FABSURPLUS's provision of such information.  Further, in no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by FABSURPLUS of that third party or of any product or service provided by a third party.
 
Notice and Take Down Procedures; Copyright Agent
If You believe any materials accessible on or from this Service infringe Your copyright, You may request removal of those materials (or access thereto) by contacting FABSURPLUS’s copyright agent (identified below) and providing the following information:
 
a) Identification of the copyrighted work that You believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
 
b) Identification of the material that You believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
 
c) Your name, address, telephone number and (if available) e-mail address.
 
d) A statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law.
 
e) A statement that the information that You have supplied is accurate, and indicating that under penalty of perjury, You are the copyright owner or are authorized to act on the copyright owner's behalf.
 
f) A signature or the electronic equivalent from the copyright holder or authorized representative.
 
FABSURPLUS' agent for copyright issues relating to this Service is as follows:
 
SDI-Fabsurplus, LLC
1001 S Main Ste 3
Boerne TX 78006 USA
Ph+1-830-388-1071
Fx+1-830-331-9063
copyright@fabsurplus.com
 
In an effort to protect the rights of copyright owners, FABSURPLUS maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of this Website and Service who are repeat infringers.
 
Indemnity
You agree to indemnify, defend and hold harmless FABSURPLUS, its affiliates, officers, directors, employees, consultants, agents, representatives, licensors, and suppliers, from any and all claims, losses, liability, damages and/or costs (including reasonable attorneys’ fees and costs) arising out of or relating to (1) Your use of the Services and/or Content; (2) Your violation of these Terms and Conditions, including without limitation any representations and warranties hereunder and any agreements incorporated by reference; and/or (3) Your infringement, or infringement by any other user of Your account(s), of any intellectual property or other right of any person or entity.
 
Export and Sanctions Compliance
The laws of the United States of America prohibit the export of certain software and data to particular persons, territories and foreign states. You agree not to export, reexport, resell, or transfer any FABSURPLUS data or services in any manner that will violate any laws. Without limiting the foregoing, You agree that You are not a Restricted Party; that You will not export, reexport, resell, or transfer any FABSURPLUS data or services to any person or entity that is a Restricted Party; that You will implement and maintain reasonable and appropriate procedures for preventing unauthorized access to FABSURPLUS data or services; and that You will notify FABSURPLUS immediately upon learning that You or a user of the FABSURPLUS data or services provided to You under this Agreement becomes a Restricted Party.
 
For purposes of this Section, a “Restricted Party” is any person or entity that is (1) located or established in, organized under the laws of, or controlled by the government or by one or more nationals of Cuba, Iran, North Korea, Sudan, Syria, or any other country that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or designated as a country that is subject to a general prohibition on U.S. persons’ engaging in financial and/or export transactions; (2) on the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List; U.S. Department of the Treasury list of Specially Designated Nationals and Blocked Persons; or U.S. Department of State List of Debarred Parties; (3) part of, affiliated with, or controlled by or acting on behalf of any non-U.S. military organization; or (4) engaged in end use activities that are subject to restriction under U.S. export laws, including without limitation nuclear, missile, or chemical or biological weapon-related activities.
 
Anti-corruption Laws; Foreign Corrupt Practices Act
a) You represent, warrant and covenant to FABSURPLUS that You have not and will not, in connection with the data or services provided under this Agreement, make, promise or offer to make any payment or transfer of anything of value, directly or indirectly: (i) to any Government Official, or to any other person or entity, if such payment or transfer is intended to induce any official action by such Government Official; to obtain, retain or direct business to any person; to secure an improper advantage; or otherwise violate the Foreign Corrupt Practices Act any other law applicable to You.
 
b) You agree to notify FABSURPLUS immediately of the occurrence of the foregoing.
 
c) For purposes of this Section, a “Government Official” means any employee or officer of a government in any country, including any federal, regional or local department, agency, or enterprise owned or controlled by such government; any official or employee of a political party; any official or employee of a public international organization; any candidate for political officer; and any person acting in an official capacity for, or on behalf of, such a person.
 
Jurisdiction and Controversies
 
The Laws of the State of Texas, United States of America, shall govern this agreement. Any controversy or claim arising out of or relating to this Agreement, or the breech thereof, and which is not settled between the signatories themselves, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, with hearing to take place in Kendall County, Texas at a mutually agreed time and place. The prevailing party shall be entitled to recovery of all legal fees and charges.
 
If any part of these terms is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
 
FABSURPLUS may, at its sole discretion and without notice, revise these terms at any time by updating this posting.
 
Entire Agreement
These Terms and Conditions are the entire agreement between the parties relating to the subject matter herein, supersedes all previous communications, understandings and agreements (whether oral or written) and shall not be modified except in writing signed by both parties, in Your express acceptance of other terms in the course of Your use of this Service or by posting by FABSURPLUS of new Terms and Conditions from time to time; provided that, if You have an existing click through agreement or written agreement with FABSURPLUS regarding Services or Content, that existing click through agreement or written agreement shall continue in full force and effect without amendment by these Terms and Conditions.
 
Other Terms
These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
 
Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner.
 
You may not assign or transfer these Terms and Conditions without FABSURPLUS's prior written consent.
 
FABSURPLUS retains ownership of all intellectual property rights to its Content, technology, software, documentation and tools used in connection with the Website, Services, and/or Content.
 
Notices delivered under these Terms and Conditions must be given in writing and will be effective when received.
 
The headings and captions used in these Terms and Conditions are used for convenience only and are not to be considered in construing or interpreting these Terms and Conditions.
 
For Additional Information
If you have any questions about the rights and restrictions above, please contact Stephen Howe via e-mail at info@fabsurplus.com.
 
Copyright © 2021 SDI-Fabsurplus, LLC. All Rights Reserved.