Terms of Service
Terms and Conditions Governing a Subscriber’s Use of the Fusus Website, and all Fusus Solutions and Services Provided via the Website, including but not limited to the FususRegistry, FususOne, and FususVault product offerings.
a. Subscribers to the Terms.
The following Terms of Service Agreement (the “Terms” or the “Agreement”) is a binding agreement between Fusus LLC (“Fusus”) and you, a user of the Fusus website (“Website”) and/or a Subscriber to the FususRegistry Community Camera Connectivity Solution (“Solution”), as identified in the FususRegistry Community Camera Connectivity Solution Subscription Agreement (“Subscription Agreement”) which You agree to, either as an individual of at least eighteen years of age, or as a corporate entity, or as an organizational entity, or as an associational entity, in accordance with your status and existence (“You” or“Subscriber”). These Terms govern Your use of the Fusus Website, the Solution,and all other solutions, services and networks owned or controlled by Fusus (all of which are included in the definition of “Content” provided in Section 1 below), which are provided to You via the Website. When You accessed this Website, and/or when You registered Your account on the Website (“Account”)and/or when You clicked the “AGREED” box on the Website login page, You acknowledged Your understanding of these Terms and Your voluntary consent to be bound by these Terms.
(1) Individual Subscribers.
If You are an individual, You hereby represent and warrant to Fusus that You are at least eighteen (18) years of age or and otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the Terms.
(2) Entity Subscribers.
If You are going to use the Solution on behalf of a business entity, corporate entity, organizational entity, or associational entity, You hereby represent to Fusus that You have the authority to bind that entity to these Terms as the Subscriber, and Your acceptance of these Terms will be treated as acceptance by that business, corporate, organizational, or associational entity as the Subscriber. In that event, You acknowledge and understand that “You” and “Your”will refer to that business, corporate, organizational, or associational entity as the Subscriber, which Subscriber is bound to these Terms, along with all officers, directors, employees, contractors, agents, or volunteers in and under Subscriber’s control and/or supervision, who are also bound to these Terms.
b. Updates to the Terms.
When using the Website, the Solution, and/or any other solutions and/or services provided by Fusus via the Website, You will be subject to any updates and revisions to these Terms. Fusus reserves the right, at Fusus’s sole discretion and without prior notice to You, to update, amend, change, modify,add, or remove portions of these Terms at any time by posting the updated Terms (“Updates”). Unless otherwise stated in writing by Fusus, all Updates shall be effective immediately upon posting on the Website, and Your continued use of the Fusus Website after the posting of any Updates to these Terms constitutes Your binding acceptance of such changes. You acknowledge and agree that it is Your responsibility to ensure that You are current and up-to-date in Your understanding of and compliance with these Terms, notwithstanding whether or not Fusus has posted any notice of Updates to these Terms on the Website, and you acknowledge, understand, and agree that You must periodically check these Terms for Updates. Additional posted policies, guidelines or rules applicable to specific services and features, may be posted from time to time(“Policies”). All such Policies are hereby incorporated by reference into these Terms. In the case of any inconsistency between these Terms and any other document that has been incorporated by reference herein, these Terms shall control.
A. Content Defined.
The Website contains the Solution and may contain other solutions and products and services, as well as a variety of materials and other items relating to the Solution and to Fusus’s other products and services, and similar items from our licensors and other third parties, including all layout, information, text,data, files, images, scripts, designs, graphics, button icons, instructions,illustrations, photographs, audio clips, music, sounds, pictures, videos,advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Website and of the Solution, and the compilation, assembly,and arrangement of the materials of the Website and any and all copyrightable material (including source and object code), trademarks, logos, trade names,service marks, company names, and trade identities of various parties,including those owned by Fusus and those owned by third parties and licensed to Fusus for use on the Website (collectively, “Trademarks”), and other forms of intellectual property included in the Website, in the Solution, and/or in any other product or solution or service provided by Fusus. All of the foregoing,including the Solution and any other solutions, products, and/or services provided by Fusus through the Website is defined and referred to collectively in these Terms as “Content”.
The Website (including any past, present, and future versions) and the Content are owned by Fusus or controlled by Fusus through licenses granted to Fusus by its licensors. All right, title, and interest in and to the Content available via the Website is the property of Fusus or of our licensors, and is protected by U.S. federal copyright, trademark, patent, and trade secrets laws and by other federal and state intellectual property, and unfair competition laws. In addition to Fusus’s copyright ownership of the Content, Fusus owns a copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website. “Intellectual Property Rights,” as used in these Terms,means any and all rights belonging to Fusus and existing under patent law,copyright law, semiconductor chip protection law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals,extensions and restorations thereof, now or hereafter in force and effect worldwide, in any intellectual property, which includes, but is not limited to, patentable inventions, ideas, and processes, trade secrets, trademarks, tradenames, copyrightable works, and any confidential information. As between You and Fusus, Fusus retains all its respective titles, interests, and ownership in the Website and the Content, and You understand and acknowledge that neither You nor any other Subscriber acquires any ownership in any Intellectual Property Rights regarding the Website or the Content under these Terms.
C. Limited License Granted to You.
Subject to Your strict and ongoing compliance with Your Subscription Agreement and with these Terms, Fusus grants You a limited, non-exclusive, revocable,non-assignable, and non-transferable license to use the Website and the Solution (the “Limited License”). The foregoing Limited License does not give You any ownership of, or any other intellectual property interest in, any Content (including, but not limited to, the Solution), and Fusus reserves the right to suspend or terminate, at any time and for any reason, Your Limited License without any advance notice to You, and without any liability. This Agreement and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Website. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom,or otherwise. All rights not expressly granted to You are reserved by Fusus. Any unauthorized use of any Content or the Website for any purpose is strictly prohibited.
D. Rights of Others.
In using the Website, You must respect the rights of others. Your unauthorized use of Content may violate rights owned by Fusus or its licensors, and/or Your unauthorized use of Content may violate copyright, trademark, privacy,publicity, communications, and other laws. If You make unauthorized use of Content owned by Fusus or its licensors or of materials owned by a third party,Your use may result in personal liability for You, as well as potential criminal liability.
2. SUBSCRIBER-GENERATED CONTENT: CONTENT YOU SUBMIT.
A. Your Ownership of Subscriber-Generated Content.
Fusus may provide a Subscriber the opportunity to post, upload, display,publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Website (collectively, “submit”) messages, text,illustrations, files, images, graphics, photos, comments, sounds, music,videos, information, content, ratings, reviews, data, questions, suggestions,personally identifiable information, or other information or materials created by a Subscriber (collectively, “Subscriber-Generated Content”). Subject to therights and license You grant to Fusus under these Terms (see below), You retain whatever legally cognizable right, title, and interest that You have in Your Subscriber-Generated Content. You understand and acknowledge that Fusus has no obligation to monitor or enforce Your intellectual property rights to Your Subscriber-Generated Content.
B. Your Subscriber-Generated Content Is Not Confidential.
You have the right to share Your Subscriber-Generated Content with other Subscribers to the Solution whom You select, in accordance with the available privacy settings in the Solution. Please be aware that even if You share Your Subscriber-Generated Content with a limited number of other Subscribers, Your Subscriber-Generated Content will not be private or confidential, and You do not have a right of privacy in regard to Your Subscriber-Generated Content. Fusus has no obligation to You in regard to Your Subscriber-Generated Content and no obligation to maintain Your Subscriber-Generated Content as confidential or private. Therefore, do not post and/or share as Subscriber-Generated Content any personally identifiable information such as names, addresses, telephone numbers, email addresses, credit card numbers, social security numbers, bank account numbers or other private information which relates to You or to another specific individual (hereinafter, “PII”). Under these Terms, You acknowledge that Your Subscriber-Generated Content is non-confidential. Further, You acknowledge that the Internet may be subject to breaches of security and that You are aware that submissions of Subscriber-Generated Content may not be secure, and You will therefore undertake to refrain from including any PII in Your Subscriber-Generated Content.
C. Your License to Fusus Regarding Your Subscriber-Generated Content.
You hereby grant to Fusus a non-exclusive, unrestricted, unconditional,unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate,make derivative works of, and otherwise exploit in any manner whatsoever, all or any portion of Your Subscriber-Generated Content for any purpose whatsoever,in all formats, on or through any media, software, formula, or medium now known or yet to be developed in the future, and with any technology or devices now known or yet to be developed in the future. Without limitation, the rights You are granting to Fusus include the right to:
(1) configure, host, index, cache, archive, store, digitize, compress,optimize, modify, reformat, edit, adapt, publish in searchable format, and combine Your Subscriber-Generated Content with other materials; remove such Subscriber-Generated Content and combine same with other materials; and(2) use any ideas, concepts, know-how, or techniques contained in Your Subscriber-Generated Content for any purposes whatsoever, including developing,manufacturing, and marketing products and/or services; and
(3) the right to manage and/or remove Your Subscriber-Generated Content from the Website at any time and for any reason in Fusus’s sole discretion;(4) the right to refrain from making any use of Your Subscriber-Generated Content.
In order to further effect the rights and license that You grant to Fusus to Your Subscriber-Generated Content, You hereby waive any moral rights (including right of attribution and right of preservation of the integrity of Your Subscriber-Generated Content) that You may have in any Subscriber-Generated Content, even if it is altered or changed by Fusus in a manner not agreeable to You. You understand that You will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section because, You understand and acknowledge, You are granting this license to Your Subscriber-Generated Content as a pre-condition to Your use of the Website.
Further, You understand and acknowledge that the license You are granting to Fusus is perpetual and will continue in full force and effect even if You remove Your Subscriber-Generated Content from the Website.
D. Fusus’s Exclusive Right to Manage All Subscriber-Generated Content.
Fusus may, but has no obligation to, review, monitor, display, post, store,maintain, accept, or otherwise make use of, any of Your Subscriber-Generated Content, and Fusus may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of Your Subscriber-Generated Content without notice to You and without any liability to You or any third party. Fusus reserves the right to treat Subscriber-Generated Content on the Website as content stored at the direction of Users for which Fusus will not exercise any control except to block or remove content that comes to Fusus's attention and is offensive, obscene, lewd, lascivious, salacious, violent, harassing,threatening, abusive, infringing, illegal or otherwise objectionable in Fusus’s sole discretion and judgment; or, to enforce the rights of third parties or the content restrictions set forth in other provisions of this Agreement, when notice of a violation comes to Fusus's attention. You understand and acknowledge that Fusus has no obligation to post, display, maintain, store,access, cache, or archive Your Subscriber-Generated Content for any period of time.
(1) You understand and acknowledge that when using the Solution, You will be exposed to Subscriber-Generated Content from a variety of other Subscribers,and that Fusus is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to any such Subscriber-Generated Content. You also understand and acknowledge that Fusus does not endorse any Subscriber-Generated Content or any opinion, recommendation, or advice expressed in Subscriber-Generated Content, that Fusus expressly disclaims any and all liability in connection with the Subscriber-Generated Content, and that, as emphasized in these Terms, Fusus has the unlimited right to take down or remove from the Website any Subscriber-Generated Content at any time and for any reason in its sole discretion. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SUBSCRIBER-GENERATED CONTENT THAT IS INACCURATE, OR THAT YOU BELIEVE IS OFFENSIVE, OBSCENE UNDER THE STANDARDS OF THE RELEVANT COMMUNITY, OR OTHERWISE OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST FUSUS WITH RESPECT TO ANY OBJECTION YOU MAY HAVE IN REGARD TO SUBSCRIBER-GENERATED CONTENT.
E. Fusus’s Enforcement Rights in Subscriber-Generated Content.
You grant Fusus the exclusive right to protect and enforce its licensed rights to Your Subscriber-Generated Content while it is posted on the Website,including the right to bring and control enforcement actions in Your name and on Your behalf at Fusus’s cost and expense. You hereby consent and irrevocably appoint Fusus as Your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest, for the enforcement of Fusus’s licensed rights to Your Subscriber-Generated Content.
F. Your Representations and Warranties and Your Indemnification Obligations for Your Subscriber-Generated Content.
Each time You submit any Subscriber-Generated Content, You represent and warrant the following:
(1) that You are the sole author and owner of the intellectual property and other rights to the Subscriber-Generated Content, or You have a lawful right to submit the Subscriber-Generated Content and grant Fusus the rights to it that You are granting by these Terms; and
(2) the Subscriber-Generated Content is accurate; and
(3) the Subscriber-Generated Content is not offensive, obscene, lewd,lascivious, salacious, violent, harassing, threatening, abusive, illegal,injurious, harmful to any other person, or otherwise objectionable; and(4) the Subscriber-Generated Content does not and will not infringe any intellectual property or other right of any third party; and
(5) the Subscriber-Generated Content will not violate this Agreement.
Accordingly, based on Your representations and warranties above, You understand, acknowledge, and agree that You shall indemnify and hold harmless Fusus,its officers, directors, employees, agents, and representatives from, and, at Your expense, shall defend Fusus against, any loss, damage or expense(including reasonable legal costs) that Fusus incurs or become liable for as a result of any breach by You of any of the representations and warranties You have made above in regard to Your Subscriber-Generated Content.
G. Fusus’s Right to Use Non-Personally Identifiable Data.
You understand, agree, and acknowledge that Fusus may aggregate non-personally identifiable information and demographic data regarding Subscribers and users of the Website, including You, and their activities in regard to the Website and the Content (“Data”). Fusus may use and retain this Data for any purpose,including improving or modifying the Website, without any compensation or royalty owed to You or any other User.
3. YOUR CONDUCT ON THE WEBSITE.
You hereby understand, acknowledge, and agree that You and any persons under Your control and/or supervision who access the Website and the Content through Your Account will not do any of the following: alter, modify, edit, amend,abridge, add to, delete from, adapt, repackage, or change any of the Content or the Website in whole or in part; and/or remove any notices of copyright, any watermarking, or any other proprietary notices or language referring to Fusus’s ownership of the Content and the Website; and/or copy, reproduce, publish,distribute, or redistribute any of the Content, in whole or in part, to any person who is not an authorized User of the Website; and/or use or attempt to use the Website or the Content to invade the privacy of any person in violation of applicable state laws; attempt to sell, resell, lend, lease, license, sublicense, assign, or otherwise transfer or attempt to transfer the Content,the Website, any rights granted under this Agreement, or any intellectual property rights owned by Fusus to any other person or entity; and/or provide any other person or entity access to the Website by means of Your username and/or Your password; and/or attempt to lend, lease, license, sublicense,transfer, assign, sell, or resell Your username(s) and password(s) to any other person or entity; and/or decompile, disassemble, translate or reverse engineer any portion of the Website or the Content, or otherwise discover or duplicate any technology, routines, computer software, algorithms, methods or underlying ideas or design or user interface techniques included in any portion of the Website or the Content; and/or monitor, gather, copy, or distribute such Content (except as may be a result of standard search engine or activity or use of a standard Internet browser) on the Website by using any robot, rover,“bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;and/or frame or use framing techniques to enclose any Content (including any images, text, or page layout) and display any Content within the frame on another website; and/or insert any code or product to manipulate Content in anyway that affects, adversely or otherwise any other User’s experience with the Website; and/or make or attempt to make any commercial use or exploitation of the Website or any of the Content; and/or circumvent, disable or otherwise interfere with the security features of the Website or the Content, or any features that prevent or restrict use or copying of any Content or enforce limitations on use of the Content; and/or collect or harvest any PII, including usernames and passwords, from the Website; and/or create multiple Accounts by manual or automated means or under false or fraudulent pretenses; and/or create or transmit unwanted electronic communications or “spam” to other Users of the Website; and/or transmit any viruses, worms, defects, Trojan horses or other code sequence or routines of a destructive nature on the Website; and/or use the Website or the Content to violate the security of any computer network, to crack passwords or security encryption codes, or to transfer or store illegal material; and/or use any metatags or any other “hidden text” utilizing any Fusus trademarks and/or use any device, software or routine that interferes with the proper working of the Website or the Content; and/or claim the Website or any of the Content as Your property, Your creation, or Your work of authorship, in whole or in part; and/or contest or dispute Fusus’s ownership of all intellectual property rights in the Website and the Content; and/or use the Content after the termination date of Your Account; and/or fail at any time to provide true, accurate, complete, and current Account registration data and information; and/or engage in any activities through or in connection with the Website that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, salacious, injurious, violent,threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Fusus; and/or use the Website and/or the Content, in whole or in part, in any manner not authorized by this Agreement.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ANY VIOLATION OF THE FOREGOING PROVISIONS BY YOU OR BY ANY PERSONS SUBJECT TO YOUR CONTROL AND/OR SUPERVISION WHO ACCESS THE WEBSITE PURSUANT TO YOUR ACCOUNT, MAY, IN FUSUS’S SOLE DISCRETION AND JUDGMENT, SUBJECT YOU TO THE IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT, AND MAY SUBJECT YOU TO CRIMINAL LIABILITY AND/OR LIABILITY FOR DAMAGES, COSTS, EXPENSES, OR FEES (INCLUDING ATTORNEY’S FEES) INCURRED BY FUSUS IN ENFORCING ITS RIGHTS AGAINST YOU UNDER THIS AGREEMENT.
4. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT.
A. DMCA Notice for Copyright Infringement.
Fusus will respond appropriately to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”), as set forth below. If You own a copyright in a work (or represent such a copyright owner)and believe that the copyright in that work has been infringed by an improper posting of it as part of Subscriber-Generated Content on the Website, then You may send us a written notice that includes all of the following:
(1) a subject line that says: “DMCA Copyright Infringement Notice”; and (2) a description of the copyrighted work that You claim has been infringed or,if multiple copyrighted works are covered by a single notification, a representative list of such works; and
(3) a description of the location of the infringing material on the Website;and
(4) Your full name, address, telephone number, and e-mail address; and (5) a statement by You that You have a good faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner; and
(6) a statement by You, made under penalty of perjury, that all the information in Your notice is accurate, and that You are the copyright owner (or, if You are not the copyright owner, then Your statement must indicate that You are authorized to act on the behalf of the owner); and,
(7) Your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), the characters“//s//” followed by Your full typed name, which will serve as Your electronic signature.
Fusus may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Fusus may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
Fusus will only respond to DMCA Notices that it receives by mail or e-mail at the addresses below:
ATTN: DMCA Notice
5550 Triangle Pky, Suite 385 Peachtree Corners, GA 30092
We may send the information that You provide in Your DMCA Notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting Fusus’s other rights, Fusus may, in appropriate circumstances,terminate a repeat infringer’s access to the Website and any other website owned or operated by Fusus.
B. DMCA Counter-Notification regarding Copyright Infringement.
If access on the Website to a work that You submitted to Fusus is disabled or the work is removed as a result of a DMCA Notice, and if You believe that the disabled access or removal is the result of mistake or misidentification, then You may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
(1) a subject line that says: “DMCA Counter-Notification”; and
(2) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared on the Website before it was removed or disabled; and
(3) a statement made under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
(4) Your full name, address, telephone number, e-mail address, and the username of Your Account; and
(5) a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the District of Georgia), and that You will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
(6) Your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), the characters“//s//” followed by Your full typed name, which will serve as Your electronic signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter-Notification.However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Website. You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
C. Reporting Infringement of Other Intellectual Property.
If You own intellectual property other than a copyright and believe that Your intellectual property has been infringed by an improper posting or distribution of it on the Website, then You may send Fusus a written notice to one of the addresses set forth in Section 4.A. above that includes all of the following:(1) a subject line that says: “Intellectual Property Infringement Notice”; and(2) a description of the intellectual property that You claim has been infringed, or a list of the intellectual property if multiple works have been infringed; and
(3) a description of the location of the infringing material on the Website;and
(4) Your full name, address, telephone number, and e-mail address; and(5) a statement by You that You have a good faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the owner; and
(6) a statement by You, made under penalty of perjury, that all the information in Your notice is accurate, and that You are the owner (or, if You are not the owner, then Your statement must indicate that You are authorized to act on the behalf of the owner); and,
(7) Your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), the characters“//s//” followed by Your full typed name, which will serve as Your electronic signature.
Fusus will act on such notices in its sole discretion. Any User of the Website that fails to respond satisfactorily to Fusus with regard to any such notice is subject to suspension or termination. We may send the information that You provide in Your notice to the person who provided the allegedly infringing material.
5. YOUR ACCOUNT AT FUSUS.
B. Usernames and Passwords.
If You register for any feature of the Website that requires a password and/or username, such as the Solution, then You will select Your own password at the time of registration (or we may send You an email notification with a randomly generated initial password) and You agree to the following:
(1) You will not use a username (or e-mail address) that is already being used by someone else, that may impersonate another person, that belongs to another person, that violates the intellectual property or other right of any person or entity, or that is offensive (Fusus may reject the use of any password,username, or email address for any reason in our sole discretion); and(2) You will provide accurate, current, and complete registration information about Yourself in connection with the registration process and, as permitted,to maintain and update it continuously and promptly to keep it accurate,current, and complete for as long as You use the features to which the registration relates; and
(3) You are solely responsible for all activities that occur on the Website under Your Account, password, and username, whether or not You authorize the activity (except to the extent that any activity occurs due to unauthorized use of Your password and username by another person or entity), and, accordingly,if You are an entity Subscriber, You are solely responsible for the actions of all persons subject to Your control and/or supervision who access the Website and the Content through Your subscription; and
(4) You are solely responsible for maintaining the confidentiality of Your password and for restricting access to Your computers, phones, pads, tablets,or other Internet Access Devices, so that unauthorized persons may not access any password protected portion of the Website using Your name, username, or password; and
(5) You will immediately notify Fusus of any unauthorized use of Your Account,password, or username, or any other breach of security; and
(6) You will not sell, transfer, or assign Your Account or any Account rights.
Fusus shall have no liability for any loss or damage (of any kind and under any legal theory) to You or any third party arising from Your inability or failure for any reason to comply with any of the foregoing security obligations.
C. Termination of Your Account.
If any information that You provide as part of Subscription Agreement or Your Account registration is false, inaccurate, outdated, incomplete, or violates these Terms, or any legal requirement or law, then Fusus may suspend or terminate Your Account in its sole discretion. Fusus also reserves the general right to terminate Your Account or suspend or otherwise deny You access to it or its benefits - all in our sole discretion, for any reason, and without notice to You and without any liability.
D. Website Access Charges.
Fusus reserves the right, upon reasonable notice, to charge for access to some or all of the Website, charge for access to premium functionality or Content on some or all of the Website, or require a subscription or registration to access some or all of the Website. Fusus further retains the right to change the terms and conditions for accessing the Website or portions of the Website; and the right to restrict access to the Website or portions of the Website, in whole or in part, based on any lawful eligibility requirements Fusus may elect to impose(e.g., geographic or demographic limitations). Fusus may modify, revalue, or make the registration free at its sole discretion without advance notice or liability.
E. Your Use of an Internet Access Device and Third-Party Components.
You understand and agree that Your use of any Internet Access Device and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by You to access the Website(“Third-Party Components”) are the sole and exclusive responsibility of You,including all costs of Your use of such Third-Party Components, and that Fusus has no responsibility for such third-party components, services, or Your relationships with such third parties. You agree that You shall at all times comply with the lawful terms and conditions of Your agreements with such third parties. Fusus does not represent or warrant that the Website and the Content are compatible with any specific third-party hardware or software or any other Third-Party Components. You are responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the Website.
F. Wireless Features.
The Website may offer certain features and services that are available to You via Your wireless Internet Access Device. These features and services may include the ability to access the Website’s features and upload content to the Website, receive messages from the Website, and download applications to Your wireless Internet Access Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by Your carrier to participate in Wireless Features. Fees and charges may appear on Your wireless bill or be deducted from Your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with Your carrier or wireless Internet Access Device. You should check with Your carrier to find out what plans are available and how much they cost.Contact Your carrier directly with questions regarding these issues. You understand and acknowledge that Fusus has no responsibility or liability for Your ability or inability to access or take advantage of any Wireless Features due to Your carrier, Your phone service plan, Your Internet Access Device, or any other Third Party Component.
G. Customer Service.
Fusus will respond to consumer service requests and other similar inquiries if properly communicated to Fusus.
6. YOUR GENERAL REPRESENTATIONS AND WARRANTIES.
You represent and warrant the following in respect of this Agreement:
A. You have the necessary authority to enter into this Agreement; and
B. If You are an individual, You are over the age of eighteen; and
C. You shall cooperate with all of the instructions, rules, and procedures that apply to Your Fusus Account;
D. You have provided and will continue to provide true, accurate, current, and complete Account registration information; and
E. You will respect and abide by all of Your obligations under this Agreement,and You will perform Your obligations under this Agreement diligently; and
F. If You are an entity Subscriber, You will monitor and closely supervise all of the persons under Your employment, including all officers, directors,employees, contractors, agents, and legal representatives who access the Website and the Content through Your subscription to ensure their compliance with these Terms, and You understand, acknowledge, and agree that You are entirely responsible for such compliance by all persons subject to Your control and/or supervision; and
G. You will comply with all laws and regulations applicable to this Agreement and to the Website and Content, include all laws regarding personal rights of privacy and publicity.
7. YOUR INDEMNIFICATION RESPONSIBILITIES.
You shall indemnify and hold harmless Fusus, its officers, directors,employees, agents, and representatives from, and, at Your expense, shall defend Fusus against, any loss, damage or expense (including reasonable legal costs)that Fusus incurs or become liable for as a result of any breach by You of any of the terms of this Agreement; any negligent, reckless or willful act or omission by You or Your agents; any failure by You to comply with applicable laws in performing under this Agreement; any misuse by You of the Website and/or the Content; or, any claim made against Fusus by any third party for which Fusus is not liable under this Agreement, and which arises as a consequence of Your use of the Website. You shall reimburse Fusus for its expenses under this Section as they are incurred. Fusus shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. You, in the defense of any such claim, action, or Proceeding (as defined below) arising under this Section shall not, except with the written consent of Fusus, enter into any settlement which adversely affects Fusus’s rights or which does not include, as an unconditional term, a release granted to Fusus of all liabilities in respect of such claim, action or proceeding.
Upon commencement of any Proceeding (as defined below), Your indemnification obligation shall be conducted in accordance with the following procedure:
A. Notification. Fusus shall promptly notify You upon commencement of a Proceeding for which Fusus intends to seek indemnification against Damages,and/or advancement of expenses from You. Failure to notify You will not relieve You from Your obligations, if any, to indemnify, and advance expenses of Fusus with regard to any liabilities incurred and expenses paid prior to such notification unless, and then only to the extent that You have been damaged by such delay in notification.
B. Assumption of Defense. You may, alone or jointly with any other indemnifying party, assume the defense of a Proceeding for which You received notice or otherwise, and shall promptly notify Fusus as to whether You will assume such defense. If You assume such defense, You will not be liable to Fusus for any expenses subsequently incurred by Fusus in connection with the defense of such Proceeding unless Fusus shall have reasonably concluded that there is a conflict of interest between You and Fusus in the conduct of the defense of the Proceeding, and such conclusion is supported by an opinion of counsel experienced in the defense of litigation against corporate directors and officers, which counsel and opinion shall be satisfactory to You and Your legal counsel.
C. Approval of Fusus’s Counsel. In the event You do not assume the defense of the Proceeding, Fusus may engage legal counsel to conduct such defense. In such event You shall have the right to approve the Fusus’s choice of counsel and the terms of engagement of such counsel, which approval shall not be unreasonably withheld. With respect to its approval, You may consider the following factors:whether Fusus is cooperating in the selection of counsel with You; the experience of such counsel in similar matters; the financial arrangements with such counsel; and, to the extent You have obtained insurance applicable to such Proceeding, whether such insurance company has consented to Fusus’s choice of counsel and the terms of engagement of such counsel.
D. Settlements. You shall not be liable to indemnify Fusus for any amounts paid in settlement of any Proceeding effected without Your prior written consent.You shall not settle any action or claim in any manner which would impose any non-indemnified penalty, limitation, expense or liability on Fusus without Fusus’s prior written consent. Neither You nor Fusus will unreasonably withhold consent to any proposed settlement.
E. Right to Counsel. With respect to any Proceeding as to which You have not assumed the defense, You may engage Your own counsel, at Your expense, to assist in the defense of such Proceeding. With respect to any Proceeding as to which You have assumed the defense, Fusus may engage its own counsel at its own expense to assist in the defense of the Proceeding.
F. Definitions. A “Proceeding” means any action, claim, suit, inquiry,investigation, court or administrative or arbitration proceeding brought by a party other than You against Fusus, or appeal taken from any of the foregoing,by or before any court, governmental authority, arbitrator or arbitration panel, whether pending or threatened. The term “Damages” means any costs,expenses, fines, judgments, settlements, penalties or other monetary amounts incurred in connection with a Proceeding.
8. NO OTHER WARRANTIES.
FUSUS’S REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE ONLY REPRESENTATIONS AND WARRANTIES PROVIDED BY FUSUS WITH RESPECT TO THE WEBSITE AND THE CONTENT, AND ANY OTHER SOLUTION, PRODUCT, OR SERVICE PROVIDED BY FUSUS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO THE EXPRESS WARRANTIES PROVIDED UNDER THE AGREEMENT, THE WEBSITE, THE CONTENT, AND ANY OTHER ITEMS OR SERVICES ARE PROVIDED ON AN “AS-IS,” AND “AS-AVAILABLE” BASIS. FUSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: ANY AND ALL IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY YOU OR ANY USER AS A RESULT OF PROVISION OR USE OF THE WEBSITE AND/OR THE CONTENT; AND ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION OF OR ACCESS TO THE WEBSITE AND CONTENT. FUSUS RESERVES THE RIGHT TO MODIFY AND OR REMOVE ANY PORTION OF THE SOLUTION AND/OR THE WEBSITE PRODUCTS SERVICES, INCLUDING ANY CONTENT, AT ANYTIME, WITH OR WITHOUT NOTICE. NO ORAL OR WRITTEN INFORMATION BY FUSUS OR ANY OTHER ENTITY OR PERSON SHALL CREATE ANY ADDITIONAL REPRESENTATION OR WARRANTY BY FUSUS. FUSUS DOES NOT REPRESENT, WARRANT, OR GUARANTY TO YOU OR ANY USER ANY PARTICULAR RESULTS TO BE ACHIEVED AS A RESULT OF YOUR USE OF THE WEBSITE, THE CONTENT, OR ANY SOLUTION OR SERVICES INCLUDED IN THE CONTENT. YOU UNDERSTAND AND ACKNOWLEDGE THAT FUSUS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTION YOU TAKE OR FAIL TO TAKE BASED ON YOUR USE OF THE WEBSITE AND/OR THE CONTENT,INCLUDING BUT NOT LIMITED TO YOUR USE OF THE SOLUTION. FUSUS IS NOT LIABLE FOR ANY DAMAGES THAT YOU OR ANOTHER USER MAY SUFFER ARISING OUT OF USE, DELAY IN PROVIDING, OR INABILITY TO USE, THE WEBSITE AND/OR THE CONTENT. FUSUS IS NOT LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF ANY OF YOUR SUBSCRIBER-GENERATED CONTENT OR YOUR REGISTRATION INFORMATION OR DATA.
9. WEBSITE DISCLAIMER.
FUSUS UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY INABILITY OF YOU OR OTHER USERS TO ACCESS THE WEBSITE. FUSUS PROVIDES ACCESS TO THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTY THAT THE WEBSITE WILL BE AVAILABLE OR FULLY OPERATIVE AT ANY TIME OR ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THE WEBSITE MAY CONTAIN ERRORS, GLITCHES, BUGS, OR OTHER DEFECTS, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF YOUR DISSATISFACTION WITH THE WEBSITE IS FOR YOU TO NOTIFY FUSUS ABOUT YOUR DISSATISFACTION, IN WHICH CASE FUSUS WILL REVIEW THE COMPLAINT WITH FUSUS’S SUBJECT MATTER EXPERTS, AND/OR YOU MAY STOP USING THE WEBSITE.
10. CONTENT DISCLAIMER.
ALTHOUGH FUSUS ATTEMPTS TO PROVIDE HIGH QUALITY CONTENT, FUSUS IS NOT RESPONSIBLE FOR ANY PERCEIVED FALSE, MISLEADING, INCOMPLETE, INACCURATE, OR OTHERWISE DEFECTIVE CONTENT. CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND FUSUS IS NOT RESPONSIBLE FOR ANY RELIANCE UPON CONTENT BY YOU, BY ANY PERSONS SUBJECT TO YOUR CONTROL AND/OR SUPERVISION WHO ACCESS THE WEBSITE AND THE CONTENT THROUGH YOUR SUBSCRIPTION, OR BY OTHER SUBSCRIBERS, OR BY ANY THIRD PARTY. THE CONTENT MAY CONTAIN SUBMISSIONS BY THIRD PARTIES THAT MAY BE PERCEIVED AS FALSE OR MISLEADING OR MAY BE PERCEIVED TO HAVE OTHER DEFECTS, AND FUSUS IS NOT RESPONSIBLE FOR SUCH SUBSCRIBER-GENERATED CONTENT. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF DISSATISFACTION WITH THE CONTENT IS FOR YOU TO NOTIFY FUSUS ABOUT YOUR PERCEPTIONS OF THE CONTENT, IN WHICH CASE FUSUS WILL REVIEW THE COMPLAINT(S)WITH SUBJECT MATTER EXPERTS, AND/OR YOU MAY STOP USING THE CONTENT.
11. LIMITATION OF LIABILITY FOR FUSUS.
IN NO EVENT WILL FUSUS’S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE CONTENT, THE WEBSITE, ANY SOLUTION OR SERVICES PROVIDED HEREUNDER,REGARDLESS OF THE CLAIM OR FORM OF ACTION, INCLUDE ANY INDIRECT, INCIDENTAL,SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS,UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF FUSUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. YOU UNDERSTAND AND ACKNOWLEDGE THAT FUSUS’S MAXIMUM AGGREGATE LIABILITY TO YOU UNDER OR RELATING TO THIS AGREEMENT UNDER THEORIES OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY,REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED AN AMOUNT, IN AGGREGATE,EQUAL TO THE FEES PAID BY YOU IN THE TWELVE MONTHS PRIOR TO WHEN THE DAMAGES FIRST AROSE. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR RELATIONS WITH OTHER SUBSCRIBERS, AND THAT FUSUS SHALL NOT BE LIABLE TO YOU OR ANY OTHER SUBSCRIBERS, UNDER ANY CIRCUMSTANCES, FOR ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER SUBSCRIBER OR USER OF THE WEBSITE AND/OR THE CONTENT.
12. GENERAL PROVISIONS.
A. Governing Law and Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Georgia. Disputes arising under this Agreement shall proceed through three levels of resolution, if necessary:negotiations between You and Fusus, mediation, and court proceedings. Any dispute which arises under this Agreement and cannot be resolved by good-faith negotiations between the parties may be submitted by either party for a required one-day mediation procedure in Peachtree Corners, Georgia before a neutral mediator chosen by the American Arbitration Association (“AAA”) and applying AAA procedural rules. If either party is unsatisfied with the resolution provided by the mediator, either party may file a claim in the appropriate state or federal court sitting in Peachtree Corners, Georgia, and You hereby consent and absolutely agree to the jurisdiction of state and federal courts sitting in Georgia esotainnfor resolving any disputes arising under this Agreement which cannot be resolved either by negotiations or by mediation between You and Fusus.
(1) Fusus’s Right to Injunctive Relief.
The dispute resolution provisions of this Agreement will not apply to any legal action taken by Fusus to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Website, any Content, Your Subscriber-Generated Content and/or Fusus's Intellectual Property Rights, Fusus's operations, and/or Fusus's products or services.
(2) Your Waiver of Injunctive or Equitable Relief.
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE WEBSITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT ORDER OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE WEBSITE, THE CONTENT, AND/OR ANY OTHER WEBSITE, CONTENT, SUBSCRIBER-GENERATED CONTENT, UNSOLICITED IDEAS AND MATERIALS, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY FUSUS (INCLUDING YOUR LICENSED SUBSCRIBER-GENERATED CONTENT) OR BY A LICENSOR OF FUSUS.
B. Severability and Interpretation.
If any provision of this Agreement, is for any reason deemed invalid, unlawful,void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement, which will remain in full force and effect. To the extent permitted by applicable law, You agree to waive, and You hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this Agreement,the word will be deemed to mean “including, without limitation.”
Whenever You communicate with Fusus electronically, such as via e-mail, You consent to receive communications from Fusus electronically. Please note that,except as set forth in the provisions of this Agreement regarding the DMCA, Fusus is not obligated to respond to inquiries that it receives. You agree that all agreements, notices, disclosures, and other communications that Fusus provides to You electronically satisfy any legal requirement that such communications be in writing.
D. Law Enforcement and Termination of Accounts or of the Website.
Fusus reserves the right, without any limitation, to investigate any suspected breaches of its Website security and/or Content security, to investigate any suspected breaches of this Agreement, to investigate any information obtained by Fusus in connection with reviewing law enforcement databases or complying with criminal laws, to involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, to prosecute violators of this Agreement, and to discontinue the Website, in whole or in part, or to suspend or terminate Your access to it, in whole or in part, including any Accounts or registrations, at any time, without notice, for any reason and without any obligation to You or to any third party. Any suspension or termination will not affect Your obligations to Fusus under this Agreement. Upon suspension or termination of Your access to the Website, or upon notice from Fusus, all rights granted to You under this Agreement will cease immediately, and You agree that You will immediately discontinue use of the Website. The provisions of this Agreement and any Additional Terms, which by their nature should survive Your suspension or termination will survive, including the rights and licenses You grant to Fusus in this User Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
Fusus may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any notice. This Agreement may not be assigned by You, and You may not delegate Your duties under these Terms,without the prior written consent of an officer of Fusus.
F. No Waiver.
Except as expressly set forth in this Agreement, no failure or delay by You or Fusus in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy.
G. No Partnership or Joint Venture.
Neither this Agreement, nor any terms and conditions contained herein shall be construed as creating a partnership, joint venture, franchise or agency relationship between You and Fusus.
H. Complete Agreement.
This Agreement contains Your entire understanding with Fusus with respect to the subject matter and supersedes any and all prior oral or written proposals or understanding.