Terms of Use

1.Introduction

These Terms of Use constitute an agreement (“Agreement”) between you and Fusion Analytics Software Development Partners LLC (the “Company”), the owner of the Site located at www.myfusioniq.com (the “Site”). Your use of the Site and/or any products or services provided on the Site (collectively the “Services”) constitutes your agreement, without limitation or qualification, to be bound by, and to comply with, this Agreement. This Agreement will continue until terminated by either party, or modified or amended as set forth in this document.

The Company reserves the right to revise and update these Terms from time to time. All changes are effective immediately when we post them and apply to all access to and use of this site thereafter. Your continued use of the Site after the time the changes are communicated will indicate your acceptance of those revised changes, so please check the Terms periodically for updates.

Depending on which Services you use, additional terms and policies (including a software and services license agreement (“License Agreement”), rules, guidelines and other similarly named documents) presented with those Services may apply (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services. We refer to the combination of these terms of use and any applicable Additional Terms collectively as these “Terms”.

You indicate your agreement to the License Agreement by clicking or tapping on a button indicating your acceptance, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

2.Use of Site and Services

2.1 Adult User.

You represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Services or the Site for any unlawful or abusive purpose or in any way that interferes with our ability to provide Services and/or the Site to our customers.

2.2 Proper Usage of Site

You shall not access, store, submit, solicit, distribute or transmit any viruses, or any material during the course of your use of the Services or the Site that:

     • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
     •  facilitates illegal activity;
     •  depicts sexually explicit images;
     •  promotes unlawful violence;
     •  is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
     •  is in a manner that is otherwise illegal or causes damage or injury to any person or property

We reserve the right, without liability or prejudice to our other rights to you, to disable our access to any material that breaches the provisions of this section.

3. Fees and Payments

3.1 Payment and Fees.

You agree to pay to the Company any fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

3.2 Subscriptions.

Some of our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

3.3 Taxes.

Unless otherwise stated, you are responsible for any taxes (other than our income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay the Company for the Services without any reduction for Taxes. If the Company is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide the Company with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.

3.4 Price Changes.

The Company may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current Subscription Term. The Company will provide you with reasonable prior written notice of any change in fees.

4. Privacy and Confidentiality

4.1 Privacy.

In the course of using the Services, you may submit content to the Company (including your Personal Data and the Personal Data of others) or third parties may submit content to you through the Services (“Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. The Company’s Privacy Policy, together with any Service-specific data use policies, privacy statements and privacy notices, detail how we treat your Content and Personal Data and we agree to adhere to those privacy policies. You in turn agree that the Company may use and share your Content in accordance with our privacy policies.

4.2 Confidentiality.

In the course of using the Services the Company will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our Privacy Policy and License Agreement). However, your Content is not regarded as confidential information if such Content: (a) is or becomes publicly known other than through any act or omission of us; (b) was in our lawful possession before the disclosure; (c) is lawfully disclosed to us by a third party without restriction on disclosure; (d) is independently developed by us; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

5. Ownership
The Services are licensed, not sold, to you for use solely subject to the terms and conditions of the Terms. The Services, and all worldwide Intellectual Property Rights, are and will remain the exclusive property of the Company or its licensors, if any. The License Agreement sets out further terms with respect to ownership of Content and derivative works. "Intellectual Property Rights" means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights.

You have no right, title or interest (whether by implication, estoppel, or otherwise) in or to the Services, the Site, information provided through use of the Site without entering into a License Agreement, or any intellectual property rights associated with the Services. The Company retains all rights, title and interest in and to any and all trademarks and logos of the Company displayed on or in the Services or this Site. You agree not to challenge or contest the Company’s rights to or ownership of, or otherwise attempt to assert any rights in, the Services.

6. Responses and Data
We may use the responses provided by you to surveys and other Services on the Site to create and provide new services, features or content, or to promote the Company’s products and services. We may also generate statistics based on the responses and may provide that information to our clients. When we do this, the data will be anonymous and individual users will not be identified or identifiable. You hereby grant the Company a royalty-free, transferable, worldwide license to use, reproduce, distribute, modify, adapt, create derivative works of, make publicly available, and otherwise exploit all responses and other information provided by you on the Site or any Service. This license continues even after you stop using the Services or the Site.

7. No Warranties

THE MATERIALS AND CONTENT CONTAINED IN THE SITE AND THE PRODUCTS ARE PROVIDED “AS IS.” THE COMPANY, THROUGH AND TOGETHER WITH ITS DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND AFFILIATED ENTITIES (COLLECTIVELY, THE “COMPANY AFFILIATES” AND EACH, A “COMPANY AFFILIATE”) MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT OR PRODUCTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

8. Limitation of Liability

IN NO EVENT SHALL THE COMPANY OR ANY COMPANY AFFILIATE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION REGARDLESS OF WHETHER ANY COMPANY AFFILIATE HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE PROVISION OF SERVICES BY THE COMPANY.

YOU AND THE COMPANY AGREE THAT THIS SECTION, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE COMPANY WOULD NOT PROVIDE THE SITE OR PRODUCTS TO YOU.

THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

9. Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE PRODUCTS OR THE SITE, OR (B) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE (TO THE EXTENT PERMISSABLE) ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF THE COMPANY OR ITS AFFILIATES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

10. Links to Other Materials

The sites linked to the Site, if any, are not necessarily under the control of the Company and the Company is not responsible for the content of any linked site. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk.

11.Governing Law; Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding conflicts of law rules and provisions. You agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a Massachusetts state or federal court sitting in Boston, Massachusetts, United States of America. You hereby waive any objection you may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.

12. General Information

We may change or modify this Agreement from time to time. You can review the most current version of this Agreement at any time on the Site.

We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of the Company (including the Site and operations) to a third party. You may not assign this Agreement without our prior written consent.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.

This Agreement, together with any Additional Terms constitutes the entire agreement between the Company and you with respect to your use of the Site, materials, content and Services, and it supersedes all prior or contemporaneous communications and proposals between the Company and you with respect to the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.