1. Definitions.

1.1 Affiliates: all entities that directly or indirectly control, are controlled by, or are under common control with that entity, where “control” means ownership of or the right to control greater than 50% of the voting interests of such entity. Customer’s Affiliates are only those entities that exist on the date Customer first accepts these Terms.

1.2 Authorized Users: Customer’s employees and independent contractors, and the employees and independent contractors of Customer’s Affiliates, who are authorized by Customer to access and use the Service and Documentation.

1.3 Beta Features: features and functionality of the Service that are not yet commercially available which Customer may view, access or interact with during Customer’s Subscription Term.

1.4 Customer: means the legal entity that enters into an Ordering Document.

1.5 Customer Data: means any business data, information, or content provided, made available, or submitted by Customer into the Service.

1.6 Documentation: any documents made available to the Customer by Fuse from time to time that set out a description of the Service and/or the proper use and operation thereof.

1.7 Feedback: ideas, feedback, or suggestions of Customer related to the Service.

1.8 Ordering Document: any order form, statement of work, or similar document executed by Customer and Fuse that references the Services and/or these Terms.

1.9 Personal Data: any information relating to an identified or identifiable natural person.

1.10 Service: means the online services made available to Customer by Fuse, as described in an Ordering Document.

1.11 Subscription Term: means the time period specified in an Ordering Document that identifies the time period in which Customer may access and use the Service.

1.12 Fees: the fees payable by Customer to Fuse for usage of the Service during the Subscription Term, for implementation or other professional services, and for Support, if specified in the Ordering Document.

1.14 Third-Party Services: products, software, or services developed by an unrelated third party with which the Service may interoperate.

2. Use of Service.

2.1 Access and Use. Subject to all of the terms and conditions of these Terms, including payment of applicable Fees, Fuse hereby grants Customer: (i) the right to use and access the Service through its Authorized Users, solely for Customer's internal business operations; and (ii) a non-transferable, non-sublicensable, non-exclusive, revocable license to use the Documentation, solely for Customer’s internal business operations; each for the Subscription Term set out in the applicable Ordering Document, but each only in accordance with these Terms, the Documentation, and any additional limitations set forth on the applicable Ordering Document.

2.2 Authorized Users. Customer’s Authorized Users may access and use the Service and Documentation pursuant to these Terms, provided that:

    2.2.1 Each Authorized User shall keep Security Devices (as defined below) strictly confidential; and

    2.2.2 Customer shall be fully responsible for any use or misuse of the Service and Documentation by an Authorized User, and each Authorized User’s compliance with these Terms

2.3 Passkeys; Access Codes. Fuse will provide Customer with electronic passkeys, license keys, security devices, or other unique identifying codes through Google’s authentication process (“Security Devices”) that will allow an Authorized User to use the Service. Customer acknowledges that the Security Devices may include time-out features that will automatically prevent access to the Service at the end of the Subscription Term.  Customer will ensure that the Security Devices remain strictly confidential.

2.4 Open Source Components. The Service may contain software code and/or libraries that are made available to the public at no charge (“Open Source Components”). All Open Source Components are subject to the license terms provided with, and applicable, to, such Open Source Component. Customer will only use the Open Source Components in the manner permitted by the applicable license terms.

2.5 Beta Features. Fuse may, in its sole discretion, provide Customer with access to Beta Features during the Subscription Term. Customer’s use of the Beta Features is subject to these Terms. Beta Features are provided AS-IS, without warranty whatsoever. Customer’s use of the Beta Features is at Customer’s sole risk.

3. Restrictions.

3.1    Restrictions. Customer shall not, and shall not allow any Authorized User, or third party to:
    3.1.1    reverse engineer the Service, or any component thereof, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces in the Service by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then, only to the extent of such applicable law, and with prior written notice to Fuse);
    3.1.2    distribute, sell, sublicense, rent, or otherwise transfer the Service or any Security Devices;
    3.1.3    re-create, lease, or use the Service for time sharing, hosting, service provider, service bureau, or like purposes;
    3.1.4    in any way use the Service and/or Documentation to provide the Service to anyone other than an Authorized User;
    3.1.5    post, or introduce, any data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or into the Service, that causes or is designed to cause the Service or any other product to: (i) cease functioning, or to disrupt, disable, harm or otherwise impair the Service in any manner, including aesthetic disruptions or distortions; or (ii) to allow Customer or any other person in Customer’s control to use the Service to access, or damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operation of the Service or any other software, firmware, hardware, computer system, or network of Fuse or any third party;
    3.1.6    remove any product identification, proprietary, copyright, or other notices contained in, or on, the Service or Documentation;
    3.1.7    modify any part of the Service or Documentation, create a derivative work of any part of the Service or Documentation, or incorporate the Service into or with other software, except to the extent expressly authorized in writing by Fuse; or 
    3.1.8    publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Service from any source; or
    3.1.9    circumvent, disable, or attempt to disable or circumvent any Security Devices. 

3.2    Unauthorized Access. Customer shall prevent any unauthorized access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Fuse.

3.3    Suspension. Fuse reserves the right to temporarily suspend, or terminate, Customer’s or an Authorized User’s use of the Service at any time for the actual or suspected breach of these Terms, without incurring liability of any kind. 

4. Customer Data.

4.1    Processing of Personal Data.  The Service is not intended to process Personal Data; Customer acknowledges the same, and hereby agrees not to use the Service to process Personal Data.  If Customer, or an Authorized User, does input or provide Personal Data into the Service, Customer is responsible for using the Service and sending Personal Data to Fuse in compliance with all applicable data privacy laws.  

4.2    Deletion. Upon request by Customer, made within 30 days after: (i) termination of the applicable Subscription Term; (ii) the end of any trial period for Beta Features; or (iii) the effective date of termination of these Terms, Fuse will make Customer Data available to Customer for export or download. If Customer does not download or export the Customer Data within the thirty (30) day period, then Fuse will delete all Customer Data, except for any Customer Data that Fuse is required to retain pursuant to applicable law, which will be retained for the period of time required by applicable law.

4.3    Customer Data and Aggregate Data.   As between Fuse and Customer, Customer owns or has license to all rights, title, and interest in and to all of the Customer Data and has sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.   Customer hereby grants to Fuse and its Affiliates a non-exclusive, perpetual, worldwide, paid-up, and irrevocable license to use, process, manipulate and/or modify, copy, perform, compile and create derivative works from the Customer Data, solely to provide the Service/professional services, for its internal business purposes, for the analysis and improvement of the Service/professional services, or as may be legally required, while at all times treating Customer Data as Confidential Information.  All other data and information, including aggregated or deidentified data that is collected, transmitted, recorded, or accessed by or through the Service, and all data, reports, derivative works, compilations, modifications, and other materials created from or with use of such data will be, in each case, the sole and exclusive property of Fuse.  Customer hereby consents to the usage by Fuse of artificial intelligence and other machine-learning tools if it elects Services utilizing the same.

5. Implementation; Other Professional Services; Support.

5.1    Implementation.   Customer’s use of the Service will generally require implementation and configuration services to be provided by Fuse, as set forth and for the Fees set forth in the applicable Ordering Document. Implementation and configuration services depend on Customer’s ability to provide required information to Fuse in a timely manner. Customer’s failure to provide Fuse with required information will cause delays in implementation and launch of the Service, for which Customer is solely responsible. 

5.2    Other Professional Services. If Customer desires professional services other than implementation and configuration services, such professional services shall be set forth in an Ordering Document, at Fuse’s then-current hourly rates for professional services.  Fuse agrees to use commercially reasonable efforts to render the professional services by the delivery dates specified in the applicable Ordering Document, if any are specified. Customer agrees to provide Fuse with access to Customer Data, resources, personnel, equipment, or facilities and agrees to reasonably cooperate to the extent such access and/or cooperation is necessary for the performance of professional services.  Customer will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness, competence or consistency of Customer Data or its personnel.  To the extent that Customer does not provide the foregoing access and cooperation required for Fuse to perform the professional services or deliver the deliverables identified in an Ordering Document, Fuse will be excused from performance until such items/access are provided. 

5.3    Changes to Scope of Professional Services. Professional services, as specified in an Ordering Document, may only be amended via a mutually executed change order or amendment.

5.4    Acceptance of Professional Services and Deliverables. Fuse will be deemed to have delivered any professional services or deliverables identified in an Ordering Document on the date on which Fuse delivers the same that conform, in all material respects, to the specifications expressly set forth in an Ordering Document.  Customer shall be responsible for promptly testing and evaluating such professional services or deliverables.

5.5    Customer Data. Customer hereby grants Fuse a limited right to use any Customer Data, solely for the purpose of performing the professional services for Customer (and as otherwise set forth herein). Customer owns and will retain ownership (including all intellectual property rights) in and to the Customer Data.  

5.6    Deliverables. To the extent a deliverable includes software or other copyrightable material, Fuse hereby grants Customer a worldwide, royalty-free, non-exclusive, non- transferable license to use the deliverable, but only for Customer’s internal business purposes for the enhancement of its usage of the Services during the Subscription Term, and otherwise in accordance with restrictions set forth in this Agreement and the applicable Ordering Document. Fuse owns and will retain ownership (including all intellectual property rights) in and to all deliverables (excluding any Customer Data) and any modifications, improvements and derivative works thereof (including any such materials to the extent incorporating any Feedback). Even if listed or identified in an Ordering Document, neither the Service nor any component thereof will be considered a deliverable.

5.7    Technical Support. During the applicable Subscription Term, Fuse will provide Customer with its standard, technical and customer support through Fuse’s email-based technical support portal, during Fuse’s normal business hours.  Any additional support which is desired by Customer (premium, white-glove, etc.) shall be as set forth in the applicable Ordering Document, at Fuse’s then-current hourly rates for Support.

6. Third Party Services.

The Service may require the use of Third-Party Services that are subject to separate terms and conditions. Fuse does not provide Third Party Services under these Terms. Customer is solely responsible for obtaining, and maintaining all necessary rights to use and access such Third-Party Services, and for complying with all related terms and conditions. Customer’s failure to obtain, maintain, and comply with all required terms and conditions of the Third-Party Services may result in the failure of the Service to operate and/or conform to the Documentation, and is a material breach of these Terms.  

7. Ownership.

Notwithstanding anything to the contrary contained in these Terms or any Ordering Document, as between Fuse and Customer, Fuse retains all rights, title and interest in and to the Service and Documentation (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of all of the foregoing, (including any such materials to the extent incorporating any Feedback).  Customer acknowledges that it is obtaining only a limited right to use the Service and Documentation, and that irrespective of any use of the words “purchase,” “sale,” or like terms in these Terms or elsewhere, no ownership rights are being conveyed to Customer under these Terms or otherwise.  Customer acknowledges that Fuse is free to exploit, use, license and distribute, any Feedback provided to Fuse as it sees fit, without obligation of compensation or attribution. Except for the limited right to use and access the Service and Documentation as expressly set forth in these Terms, no other rights are granted to Customer with respect thereto.

8. Fees and Payment.

8.1    Fees. Customer will pay all Fees set forth in an Ordering Document at the times, and in the amounts set forth therein.  All Fees are non-refundable and will be paid in U.S. dollars. Unless otherwise stated in an Ordering Document, Fees are subject to increases upon written notice by Fuse of at least thirty (30) days for monthly services or at least thirty (30) days prior to the expiration of an annual Subscription Term for annual Services.  Unless otherwise stated in an Ordering Document, Fees for the Service shall be invoiced in advance.

8.2    Payment. Customer will pay all invoices within thirty (30) days of the invoice date unless otherwise specified in the applicable Ordering Document. Customer is responsible for all taxes, withholdings, duties and levies arising from Customer’s use of the Service, (excluding taxes based on the net income of Fuse).  Any late payments will be subject to interest equal to one- and one-half percent (1.5%) per month of the amount due or the maximum amount allowed by law, whichever is less.  Fuse shall be entitled to recover its collection costs and attorneys’ fees in the event that Customer does not may payments as set forth herein and as set forth in the applicable Ordering Document. In addition, Fuse may suspend performance of the Service, and Customer’s, and any Authorized User’s, access to the Service if Customer fails to make any payment when due. 

8.3    Invoice Disputes.  If Customer, in good faith, disputes the amounts payable in any invoice, then Customer must notify Fuse of any dispute over an invoice amount in writing within twenty (20) days of the invoice date or Customer’s right to dispute the invoice will be waived. 

9. Term and Termination.

9.1    Term. These Terms will commence on the earlier of the effective date of Customer’s first Ordering Document or the date that Customer clicks through its acceptance of these Terms, and will continue until terminated.  The applicable Subscription Term will be identified in the Ordering Document.  Unless otherwise stated in an Ordering Document, Customer’s Subscription Term will automatically renew for a time period equal to the initial Subscription Term at the rate set forth in the Ordering Document, subject to price increases as set forth in Section 8.1.   Monthly Subscription Terms may be terminated by either party upon thirty (30) days’ prior written notice.   Annual Subscription Terms may be terminated by either party upon at least thirty (30) days’ prior written notice before the expiration of the then-current annual Subscription Term.

9.2    Termination. Either party may terminate these Terms (including all related Subscription Terms and Ordering Documents), if the other party: (i) fails to cure any material breach of these Terms within thirty (30) days after written notice of such breach; or (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party, and such proceeding is not dismissed within sixty (60) days thereafter.  If a Customer breach is such that it cannot be cured, then Fuse will have the right to terminate these Terms, and all Subscription Terms, and Ordering Documents immediately. Termination of these Terms or any Ordering Document(s) by Fuse for Customer’s breach of these Terms is not an exclusive remedy. 

9.3    Effect of Termination. 
    9.3.1    Termination of these Terms, any Subscription Terms, or any Ordering Document by Fuse pursuant to Section 9.2 does not affect any sums due to Fuse.   All Fees and other charges will be due and payable immediately, including Fees that are due, or would have become due, for the remainder of the Subscription Term had there been no termination.
    9.3.2    Upon any termination of these Terms or of all Subscription Terms, Customer’s right to use the Service and Documentation will terminate and Customer shall return to Fuse all tangible portions of the Service (if any), including any Documentation provided by Fuse, within fourteen (14) days after termination. 
    9.3.3    Survival. Sections 1 (Definitions), 3 (Restrictions), 7 (Ownership), 8 (Fees and Payment), 9.3 (Effect of Termination), 10 (Fuse Limited Warranty and Disclaimer), 11 (Customer Warranties), 12 (Limitation of Remedies and Damages), 14 (Indemnification by Customer), 15 (Confidential Information), 17 (General) and any accrued obligation to pay fees, will survive any termination or expiration of these Terms, as will any term which, given its nature, is intended to survive. 

10. Fuse Limited Warranty and Disclaimer.

10.1    (a) Limited Warranty -- Service. The Service, in unmodified form, will operate substantially in accordance with the Documentation for a period of ninety (90) days following activation. If the Service fails to conform to the limited warranty provided in this Section, Customer will promptly notify Fuse, and Fuse will provide such fixes, error corrections, or other remedies to enable the Service to meet the foregoing warranty. The foregoing states Fuse’s sole obligation, and Customer’s sole remedy, for any breach of this Section 10.1.

The foregoing warranty does not apply: (i) to any modifications made to the Service by Customer, its Affiliate(s) or any third party; or (ii) to any non-conformance caused by, or due to changes in, Third Party Services; or (iii) to any non-conformance due to Customer’s failure to maintain current versions of Third-Party Services.

(b) Limited Warranty – Professional Services.  Fuse will perform any professional services in a professional and workmanlike manner.  Fuse will, at its sole discretion and as its sole liability and obligation to Customer for failure to provide professional services or deliverables meeting this warranty: (a) re-perform the non-conforming professional services; or (b) re-deliver the non-conforming deliverables at no additional cost to Customer, if notified of the non-conformity within fourteen (14) days of delivery of the applicable professional service or deliverable; or (c) terminate the applicable Ordering Document and refund the portion of Fees attributable to such non-conforming professional services or deliverables. 

10.2    Disclaimer. THIS SECTION 10 IS A LIMITED WARRANTY AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE SERVICE AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS.”   TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER FUSE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.   FUSE IS NOT RESPONSIBLE FOR THE OPERATION, AVAILABILITY OR FAILURE OF ANY THIRD-PARTY SERVICES, THIRD PARTY HARDWARE, THIRD PARTY SOFTWARE, SYSTEMS, INTERNET ACCESS, OR FACILITIES, INCLUDING WITHOUT LIMITATION, THOSE REQUIRED TO USE THE SERVICE.

11. Customer Warranties.

Customer warrants to Fuse as follows: (i) Customer has all rights and authority necessary to enter into these Terms and carry out its terms and conditions; and (ii) Customer will comply with all requirements and restrictions under these Terms, as well as all applicable laws, rules and regulations; and (iii) Customer has, and will, during the term of these Terms, maintain all licenses required for use of Third Party Services. 

12. Limitation of Remedies and Damages.

12.1    EXCEPT FOR FUSE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, FUSE WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.   

12.2    EXCEPT FOR: (I) FUSE’S INDEMNIFICATION OBLIGATIONS; OR (II) FUSE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL FUSE’S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE FEES PAID OR PAYABLE UNDER THESE TERMS IN THE TWELVE MONTHS PRECEDING THE DATE A CLAIM FIRST AROSE. 

12.3    SECTIONS 12.1 AND 12.2 WILL NOT APPLY WHERE PROHIBITED BY LAW. 

12.4    THE SERVICE IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT, MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS ACTIVITIES (“HIGH RISK ACTIVITIES”). FUSE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. CUSTOMER REPRESENTS AND WARRANTS THAT IT WILL NOT USE THE SERVICE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES, AND AGREES THAT FUSE WILL HAVE NO LIABILITY FOR USE OF THE SERVICE IN HIGH-RISK ACTIVITIES. CUSTOMER AGREES TO INDEMNIFY FUSE FOR ANY DAMAGES, LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.

13. Indemnification by Fuse.

13.1    Indemnity.  Subject to the exceptions in this Section 13, and Customer’s compliance with these Terms, Fuse will defend, or at its option settle, any third-party lawsuit or proceeding brought against Customer by a third party based upon a claim that the Service, as delivered, infringes the intellectual property rights of a third party (“Claim”). Customer will give Fuse prompt written notice of any Claim. Such notice will not diminish Fuse’s indemnity obligations hereunder unless and only to the extent that Fuse is materially and adversely affected by Customer’s failure or delay to give notice.  Fuse will solely control the defense or settlement of any Claim, and Customer will tender its defense of same to Fuse. Customer will fully cooperate with Fuse’s defense of such Claim. Fuse may, in its sole discretion, and at its option, either: (i) obtain for Customer the right to continue using the Service; or (ii) replace or modify the Service so that it is no longer subject to such Claim. If neither of the foregoing options is commercially practicable, Fuse may terminate the Ordering Document applicable to the allegedly infringing Service and the applicable Ordering Document.

13.2    Exceptions. Notwithstanding the foregoing, Fuse has no obligation to indemnify Customer if any portion of a Claim, is based upon, caused by (in whole or part) or relates to: (i) the combination of the Service with any product, software, service, process, or other item not provided by Fuse; (ii) the modification of any Service by a person other than Fuse; (iii) Customer’s breach of these Terms; (iv) Customer’s use of Service that is not the current version of the Service, if use of the current version of the Service avoids the alleged infringement; (v) use of the Service in a manner not contemplated by these Terms; (vi) Customer’s use of the Service after Fuse notifies it to discontinue that use; or (vii) Customer’s willful misconduct, fraud, or knowing or negligent acts in connection with these Terms.

13.3    THIS SECTION 13 STATES FUSE’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR THE INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

14. Indemnification by Customer.

Customer will defend, indemnify and hold Fuse harmless, from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party that arise out of, or relate in any way to: (i) Customer’s or its Authorized Users’ unauthorized use of the Service; or (ii) Customer’s or its Authorized Users’ violation of any law, regulation, or third party rights.

15. Confidentiality

15.1    Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under these Terms, whether orally or in writing, that is designated as confidential and, where the information is disclosed in written form, is marked as “confidential,” “proprietary” or with words of like meaning or which should reasonably be considered to be proprietary or confidential.  The Confidential Information of Fuse includes the Services, Documentation, and the Ordering Documents (including pricing).   

15.2    Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care).  The Receiving Party: (i) will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (ii) will limit access to the Disclosing Party’s Confidential Information to those of its and its Affiliates’ employees, contractors, financial advisors and legal advisors, who need that access for purposes consistent with these Terms, and who have signed confidentiality agreements with the Receiving Party containing protections substantially similar to those contained herein.   The Receiving Party will not remove any proprietary or confidential notice from any form of the Disclosing Party’s Confidential Information.

15.3    No License. The Disclosing Party retains all ownership rights in and to its Confidential Information. Except for the limited licenses granted herein, no other rights or licenses are granted to the Disclosing Party’s Confidential Information.

15.4    Exceptions. The following shall not be considered to be Confidential Information, when such information: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of, or access to, the Disclosing Party’s Confidential Information.  
15.5    Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, in Disclosing Party’s efforts to contest the compelled disclosure.  If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

16. Verification.

Upon Fuse’s written request, Customer will certify in signed writing that Customer’s use of the Service is in full compliance with these Terms (including any authorization limits described in an Ordering Document). Fuse may electronically verify Customer’s compliance with these Terms, either directly or using a third-party service.  Customer consents to such electronic verification.    In the event that any audit identifies that Customer’s usage of the Service exceeds its authorized usage set forth in an Ordering Document, or other restrictions contained in these Terms, then Customer will promptly pay Fuse the then-current list price applicable to Customer’s excess use of the Service.  

17. General.

17.1 Governing Law; Jurisdiction and Venue; Attorneys’ Fees and Costs. These Terms shall be governed by and construed under California law and applicable United States federal law, without reference to “conflict of laws” principles or provisions. The parties irrevocably submit to exclusive jurisdiction and venue in the Federal or State Courts located in Santa Clara County, CA for all disputes arising out of, or related in any way to, these Terms. The prevailing party in a litigation shall be entitled to recover its attorneys’ fees and costs.

17.2 Notices and Reports. Any notice given under these Terms will be in writing, and will be deemed to have been received: (i) when delivered personally; or (ii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one (1) day after having been sent by a commercial overnight carrier with written verification of receipt; or (iv) one day after electronic delivery after having been sent with confirmation of a read receipt. Either party may change its notice address by written notice to the other.

All notices related to or arising under these Terms will be addressed to Customer at the address set forth in the Ordering Documents, and to Fuse as follows: Fuse Inventory, Inc., Attn: Important Legal Notice, 3000 El Camino Real, Building 4 Suite 200, Palo Alto, CA 94306.

17.3 Waiver. The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.4 Official Language. The official language of these Terms and of any related documents is English. For purposes of interpretation, or in the event of a conflict between English and versions of these Terms or related documents in any other language, the English language version will control.

17.5 Independent Contractors. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party has the authority to bind the other or incur obligations on the other party’s behalf.

17.6 No Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Fuse’s prior written consent. Any purported assignment in contravention of the above prohibition shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

17.7 Entire Agreement. These Terms and all Ordering Documents, set forth the entire understanding of the parties regarding the subject matter hereof, and completely supersede and negate any other related prior or contemporaneous representations, understandings, or agreements. No terms and conditions appearing on purchase orders, order confirmations or similar documents employed by Customer will have any force or effect; such documents will be for administrative purposes only.

17.8 Amendments. All changes to these Terms must in in writing and signed by the authorized representatives of Customer and Fuse.

17.9 Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be illegal, invalid or unenforceable, then such illegal, invalid or unenforceable provision will be limited to the extent necessary to avoid such illegality, invalidity or unenforceability, while preserving the original intent of the provision. If limiting the illegal, invalid or unenforceable provision is not possible, then such provision will be stricken from these Terms, and the remaining provisions of these Terms will remain in full force and effect.

17.10 Compliance with Law. Both parties will comply with all applicable laws relating to the performance of these Terms.

17.11 Force Majeure. Except for payment obligations, neither party will be liable to the other for failure to perform its obligations to the extent caused by an event beyond the reasonable control of such party, including, without limitation, government regulations or orders, outbreak of a state of emergency, acts of god, war, warlike hostilities, civil commotion, riots, epidemics, fire, strikes, lockouts, or any other similar cause or causes, provided that the affected party promptly notifies the other of such occurrence and makes its best efforts to eliminate the effect thereof.

17.12 U.S. Government End-Users. The Service is commercial computer software. If the user of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, and/or Documentation of any kind, including technical data and manuals, is restricted by a license agreement or by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.

17.13 Export Compliance. Customer acknowledges that the Service may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer shall not, and shall not allow any third-party to, remove or export from the United States or allow the export, re-export or access of any part of the Service or Documentation, or any direct product thereof: (i) into or from (or to or by a national or resident of) any embargoed or terrorist-supporting country; (ii) to or by anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to or from any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Service is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.

17.14 Third Party Beneficiaries. There are no third-party beneficiaries of these Terms.

17.15 Captions and Headings. The captions and paragraph headings in these Terms are for convenience of reference only; they will not be deemed part of these Terms, nor used as an aid in its construction.