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EACH SERVICE TYPE IS GOVERNED BY ITS OWN TERMS AND CONDITIONS.  ANY CHANGES, ADDITIONS AND AMENDMENTS TO THE TERMS WILL BE POSTED BELOW.

IT IS YOUR RESPONSIBILITY TO KNOW THE TERMS REGARDING YOUR SERVICE.

TERMS OF USE 

Last updated December 31, 2016

AGREEMENT TO TERMS 

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Fusion Group USA, Inc. (“Company”, “we”, “us”, or “our”), concerning your access to and use of our website, a site we have developed, or a website that we have added modifications to, website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS 

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non­commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS 

By using the Site, you represent and warrant that:

(1) you have the legal capacity and you agree to comply with these Terms of Use;

(2) you are not a minor in the jurisdiction in which you reside;

(3) you will not access the Site through automated or non­human means, whether through a bot, script, or otherwise;

(4) you will not use the Site for any illegal or unauthorized purpose; and

(5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

SOFTWARE

We may include software for use in connection with our services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non­exclusive, revocable, personal, and non transferable license to use such software solely in connection with our services and in accordance with these Terms of Use. Any Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non infringement. You accept any and all risk arising out of use or performance of any Software. You may not reproduce or redistribute any software except in accordance with the EULA or these Terms of Use.

U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If ourservices are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202 3. In addition, DFARS 252.227 7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

PRODUCTS

We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

PURCHASES AND PAYMENT

We accept the following forms of payment:

Visa

Mastercard

American Express­ Discover

PayPal

CHECK

CASH

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change price at any time. All payments shall be in U.S. dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees,and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If Your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

RETURN/REFUNDS POLICY

All sales are final and no refund will be issued.

All refund, warranty and return policies are listed
http://fusiongroupusa.com/billing and supersede any contradictions listed within this general TOC document.

PROHIBITED ACTIVITIES 

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

  1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  3. Use a buying agent for purchasing agent to make purchases on the Site.
  4. Use the Site to advertise or offer to sell goods and services.
  5. Circumvent, disable, or otherwise interfere with security related features of theSite, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  6. Engage in unauthorized framing of or linking to the Site.
  7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  8. Make improper use of our support services or submit false reports of abuse or misconduct.
  9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  10. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  11. Attempt to impersonate another user or person or use the username of another user.
  12. Sell or otherwise transfer your profile.
  13. Use any information obtained from the Site in order to harass, abuse, or harm another person.
  14. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue generating endeavor or commercial enterprise.
  15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  18. Delete the copyright or other proprietary rights notice from any Content. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  19. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  20. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  21. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  22. Use the Site in a manner inconsistent with any applicable laws or regulations. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

USER GENERATED CONTRIBUTIONS 

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non­confidential and non­proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  4. Your Contributions are not false, inaccurate, or misleading.
  5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
  9. Your Contributions do not violate any applicable law, regulation, or rule.
  10. Your Contributions do not violate the privacy or publicity rights of any third party.
  11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  12. Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well­being of minors;
  13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE 

By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non­exclusive, transferable, royalty free, fully paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion,

(1) to edit, redact, or otherwise change any Contributions;

(2) to re­categorize any Contributions to place them in more appropriate locations on the Site; and

(3) to pre­screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

GUIDELINES FOR REVIEWS 

We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria:

(1) you should have firsthand experience with the person/entity being reviewed;

(2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;

(3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;

(4) your reviews should not contain references to illegal activity;

(5) you should not be affiliated with competitors if posting negative reviews;

(6) you should not make any conclusions as to the legality of conduct;

(7) you may not post any false or misleading statements; and

(8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non­exclusive, worldwide, royalty free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD PARTY WEBSITES AND CONTENT 

The Site may contain (or you may be sent via the Site) links to other websites (“Third-party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-party Content”). Such Third-party Websites and Third-party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-party Websites accessed through the Site or any Third-party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-party Websites or the Third-party Content. Inclusion of, linking to, or permitting the use or installation of any Third-party Websites or any Third-party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-party Websites or to use or install any Third-party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services.

Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-party Content or any contact with Third-party Websites.

SITE MANAGEMENT 

We reserve the right, but not the obligation, to:

(1) monitor the Site for violations of these Terms of Use;

(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;

(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;

(4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and

(5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY 

We care about data privacy and security. Please review our Privacy Policy:
https://fusiongroupusa.com/privacy­policy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

COPYRIGHT INFRINGEMENTS 

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us by sending a DMCA Compliance email to
dmcacompliance@fusiongroupusa.com. A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney before sending us a DMCA Take Down Notice.

TERM AND TERMINATION 

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. THIS DOES NOT RELIEVE YOU FROM ANY FINANCIAL OR CONTRACTUAL OBLIGATIONS TO US.

MODIFICATIONS AND INTERRUPTIONS 

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW 

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of Colorado applicable to agreements made and to be entirely performed within the State of Colorado, without regard to its conflict of law principles.

DISPUTE RESOLUTION 

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website
www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Mesa County, Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Mesa County, Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration 

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration:

(a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;

(b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and

(c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS­IS AND AS­ AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD­ PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $2,500.00 USD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

(1) your Contributions;

(2) use of the Site;

(3) breach of these Terms of Use;

(4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or

(6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

(7) Use of any system that is developed, recommended or co-branded / white labeled by us for use in your business or project

USER DATA 

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES 

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS 

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952­-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US 

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Fusion Group USA, Inc.

PO Box 2925 Grand Junction, CO 81502 United States

Phone: 888­954­9554
hello@fusiongroupusa.com

Fusion Group USA, Inc. billing, payment terms, finance charge, and return policies.

Fundamental Principles

Two fundamental principles on which the client-agency-medium financial relationship is based are: 1. That Fusion Group shall finance its own service, but not the advertising or products of our clients; and 2. That Fusion Group may be held liable for payment. Therefore, the following payment principles may apply.

Payment Terms and definitions

  1. Due Upon Receipt- Invoices must be prepaid according to the agreed upon terms before order will commence. We will not be held liable for production delays or deadlines resulting from no payment.
  2. COD – COD terms must be established with a major credit card guarantee on file, if you desire to pay by check we must receive payment upon delivery. If a check is not available upon delivery we will attempt to obtain funds by charging the credit card on file. If we are unsuccessful in obtaining funds your invoice will be assessed a 12% finance charge, compounded annually, or $25, whichever is greater, per Colorado Revised Statutes (§5-12-101).
  3. NET 15 or NET 30 – NET terms must be accompanied by a valid credit guarantee and will need to be approved by us in writing upon your company submitting a true and complete credit application. If a check has not been received by the due date we will attempt to obtain funds by charging the credit card on file. If we are unsuccessful in obtaining funds your invoice will be assessed a 12% finance charge, compounded annually, or $25, whichever is greater, per Colorado Revised Statutes (§5-12-101).

PLEASE NOTE – DUE TO THE NATURE OF OUR INDUSTRY,YOU WILL BE INVOICED UPON ORDER ACCEPTANCE, NOT ORDER DELIVERY.

Return Policies

  1.  No cash returns.
  2.  Customized orders are non-returnable and non-refundable.
  3.  If you the client approve a proof, that releases all liability from Fusion Group USA, Inc.
  4.  Reprints, returns, exchanges, and refunds are reserved solely at the discretion of Fusion Group USA, Inc. unless otherwise noted.

Collection, Service Termination and Cancellation Policies

  1. On payment plans that become past due, we will waive, at our sole discretion, the late fee a maximum of 2 times.  If a late fee is assessed and not waived, the payment rendered on the past due amount will pay the late and finance charges first then the principle amount due second.
  2. If a payment plan is more than 7 days past due, the payment plan, at our sole discretion, will immediately cancel and the full amount due on the original contract will become immediately due.  If this action occurs you will 30 days from the time the original payment became past due to pay the contract in full.  If the payment in full is not received by our office by close of the final day, your account will be referred to for immediate legal action, including: small claims court (if amount is $7,500 or less); district court ($7,501 and greater); 3rd party collection or any combination of the three.
  3. If your account becomes past due, we may, at our sole discretion, suspend services immediately.  If your service becomes suspended you may be assessed, at our sole discretion, a $69 reinstatement fee.

Cancellation Policy

All services, not bound by a payment plan require a minimum 30 day written cancellation, unless otherwise notated.  If there is not a 30 day notice prior to your next billing date you will be billed one final time, services will remain active until the paid billing period has surpassed.

Warranty Policy

In the event that a product produced by Fusion Group USA is found to have errors with print, layout or design; and the errors are at the sole fault of Fusion Group USA, the following timeline is to be implemented when discussing discounts for reprint:

100% within 7 days of delivery/pickup of product

50% within 14 days of delivery/pickup of product

20% within 30 days of delivery/pickup of product

0% after 31+ days of delivery/pickup of product

**If reorder exceeds a 15% discount, the client is required to return any incorrect product with no more than 25% of the incorrect or damaged product missing.

Manufacturer Defect

If a product is found to be defective by the fault of the product manufacturer, then the client has no more than 60 days from the date of delivery or pickup to bring the defect to the attention of Fusion Group USA in order for any type of reprint to be considered.

Installation Defect

Fusion Group USA, when requested by the client, will install materials such as Adhesive Vinyl, Window Perforations, and various Graphics. The installation is done at the discretion of the company installer and may depend on weather and the condition of the surface to be installed upon. If all necessary conditions are found to be satisfactory and all aftercare instructions are followed by the client, Fusion Group USA will warranty the install for no more than 30 days from the date of install.

**If the material is found to be tampered with by the client or if proper aftercare is not followed, the warranty is voided.

In the event that the client chooses to self-install any product provided by Fusion Group USA, there will be no warranty issued on the product or the install.

Damage Claims

In the event any product produced by Fusion Group USA is found to have visible damage, possibly incurred through shipping or delivery, it is the responsibility of the client to report the damage to Fusion Group USA no later than 72 hours from the time of delivery or pickup in order for any reprint to be considered.

Short Count

After receipt of any printed order, the client will have no longer than 72 hours from the time of delivery or pickup to bring to the attention of Fusion Group USA any discrepancies in the quantity received versus the quantity ordered.

Proofing Errors

When a printed order is requested and that particular order requires, at any time, the Fusion Group USA Graphics Department to adjust, manipulate, update, or revise any artwork associated with the print project, the client will receive, via the Client Portal, a copy of the artwork in a proof form. It is the responsibility of the client to review the proof and either approve as is, approve with changes, or decline the proof before the project is moved forward into production. If at any time the client approves a proof but then find errors in the artwork after the physical order is received, the following timeline will be followed when discussing discounts for reprint:

50% within 7 days of delivery/pickup of product

20% within 14 days of delivery/pickup of product

10% within 30 days of delivery/pickup of product

0% after 31+ days of delivery/pickup of product

**If reorder exceeds a 15% discount, the client is required to return any incorrect product with no more than 25% of the incorrect or damaged product missing.

Promotional Product Quality

When ordering any form of promotional products from Fusion Group USA, the client has access to multiple options for any product through the
fusionpromotional.com website. If at any time the client has questions or concerns about the quality of the product, it is their sole responsibility to request, through Fusion Group USA, a sample of the product. Fusion Group USA is not responsible to warranty promotional products if the client finds the overall quality to be less than satisfactory and no sample was requested prior to the order being placed.

1. TERMS & DEFINITIONS

  1. By accessing this web site and submitting payment for services, you are agreeing to be bound by these Terms and Conditions of Use and all contractual clauses contained herein, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using, purchasing services or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
  2. Agency or Agencies or Agent or Designer or Us or We – refers to Fusion Group USA, Inc, Fusion Group USA, Fusion Group, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors.
  3. Client or Customer or You or User or Owner – Refers to the company or person who has hired, retained, or employed Agency.
  4. Business Day – refers to a day that is not a Weekend, Holiday and is at least 24 hours long.
  5. Delivery – refers to the completion of a task.
  6. Fee or Retainer or subscription – refers to the monetary value in which you pay Agency for services or products.
  7. User content – refers to information or materials provided to Agency by Client.
  8. Site or website – refers to Agencies web properties.
  9. Terms and conditions or Service or Contract or agreement or any combination of those terms – refers to any agreement/contract between Client and Agency, drafted by Agency and Accepted by Client.

2. OUR RIGHTS

  1. Our Intellectual Property. We retain all rights to intellectual property underlying the Site, code, platform and creative that has not been supplied as a final closed design.
  2. User Content Review. We reserve the right to review any User Content, and to investigate any disputes related to that content.
  3. Backup: We assume no liability. Agency will make every reasonable effort to shield from data loss, including final Client assets or User Content, however we will not be liable in the event of such loss of User Content.
  4. Discretionary Right to Suspend or Terminate Account. We reserve the right to suspend or terminate the account of any Customer at any time for failure, or perceived failure, to comply with this Agreement, or for any other reason in our sole discretion.
  5. Right to Assume Our Defense. If you are required to indemnify us from any claim or loss, we reserve the right, at your expense, to assume the exclusive defense and control of such matter. We will use reasonable efforts to notify you of any such indemnifiable claim or loss upon becoming aware of it.
  6. Disclaimer. Except where prohibited by law, the Site is provided as-is and as available and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Site (A) will meet your requirements; (B) will be available on an uninterrupted, timely, secure, or error-free basis; or (C) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe; (D) reserves the right to amend, suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice.
  7. Permission is granted to temporarily download one copy of the materials (information or software) on Agency website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not: Modify or copy the materials; Use the materials for any commercial purpose, or for any public display (commercial or non-commercial); attempt to decompile or reverse engineer any software contained on Agencies web site; remove any copyright or other proprietary notations from the materials; transfer the materials to another person or “mirror” the materials on any other server. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Agency at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. DESIGN SCHEDULE

  • Preliminary Designs: up to 14 Business days from contract execution or acceptance of this agreement, initial payment and receipt of completed web questionnaire form, pending any special circumstances or additions.
  • Final Design & Working Code: up to 3-6 weeks from preliminary design approval. Our design time is based on our graphics department receiving all content, photos and information needed for the site and completion of the website content form, pending any special circumstances or additions. Please work with your account executive to ensure we can launch your site ahead of schedule,.
  • Company Intranet, Extranet, Apps, Plugins, and Business Software do not follow this production schedule and due to the nature of custom software may incur delays beyond our control. These applications will have an agreed production schedule based on the project details.

4. COPYRIGHT USAGE

  • The rights granted to Client are for the usage of the Final Design in its original form only. Client may not use the design concepts, created by Agency, for another design project with a competing service provider of Agency. All other rights to be negotiated separately, if applicable.
  • Client owns all design, content and images used on the website.  Client however, does not own or have right to any proprietary methods, custom code, WordPress platform, or any custom platform the agency has developed.
  • If the website developed is part of a combination service, such as Website + SEO or Website + Social, Client is not granted title to the Website.  However, client may cancel the secondary service (SEO or Social) and remain using the website so long as the client has a paid hosting service with Agency.
  • Copyright Usage: The rights granted to Client are for the usage of the Final Design in its original form only. Client may not use the design concepts, created by Agency, for another design project with a competing service provider of Agency. All other rights to be negotiated separately, if applicable. Agency owns the IP on all custom written software and may not be extended, resold, or manipulated without the expressed written consent of an authorized corporate officer.

5. SERVICE TERMS

  1. Reservation of Rights: All rights not expressly granted above are retained by Agency. Any use additional to that expressly granted above requires arrangement for payment of a separate fee.
  2. Revisions: Revisions to the initial proofs may be made only by Agency, at the Preliminary Design phase. Additional fees may be charged, at Agency, sole discretion, for revisions made after the initial design layouts and preliminary design revisions, and for additions to original project scope.  Once the proposed layout has been approved any layout changes, other than text content and photos, may incur additional fees.
  3. You may receive a PDF proof for layout purposes only.  If you approve the layout but have changes, you will not receive an additional proof, any requested changes will be made during the coding phase of your project.  This proof will contain a mix of dummy text (Lorem Ipsum), mock photos, wireframe and similar to display the potential layout.  We are looking primarily for an approval on the header and footer of the site during this stage.
  4. Payment Schedule:  First month payment -OR- payment schedule that is defined in the addendum section below upon execution of this agreement. Agency will bill client remaining installment balance(s) every 30 consecutive days after the first payment has been rendered, or if otherwise stated in writing as an addendum to this agreement.
  5. Any and all Websites that are hosted on Agencies servers will not have access to the plugin section of the website.  This requirement is to ensure malicious code is not deployed on Agency’s servers.  If a specific snippet, code, or plugin is required by Client, Agency will vet the supplied code/plugin complimentary prior to deployment.  Agency has no liability for any supplied 3rd party code.
  6. Payment Terms: A $25 monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client’s compliance with the terms of this agreement. Any returned checks or declined credit card charges will be assessed a returned fee of $35 plus any applicable late fees. All third party integrations and services are NOT included in this agreement, including support for those services, unless explicitly stated, and will be billed directly through that third party.  Agency WILL NOT contract with a 3rd party unless approved in writing by you. Agency will bill client a hosting and maintenance fee of $39.99 per month 12 months after execution of this agreement.  This fee includes management and maintenance for hosting, email, unlimited existing content editing services and any plugin/software license fees and updates that were used in the development of the site. A written cancelation must be received on, or before, the 1st of the month preceding the renewal date. The renewal date is the first of the month preceding this agreement. BY SIGNING THIS AGREEMENT YOU AGREE TO THIS CANCELATION TERM.  The hosting agreement will auto renew every 12 months and will be subject to a 12 month commitment for each renewal.  Agency will only cover the registration fees for plugins/software that were used by agency to build the website or program unless agency has informed client those registrations are in addition to the annual fee. If client chooses to cancel their hosting agreement, any and all licenses will cancel with the hosting and client will become responsible for all fees associated with any 3rd party plugin/software, should they desire to continue using the service.  A valid credit card must be placed on file for all website design projects that are subject to any monthly or annual recurring payments.  Client may pay by check, at Clients discretion, in lieu of paying by card, however, agency must receive the Clients check payment at least 1 business day before before the due date, if payment is not rendered the card on file will be authorized for that months payment.  Monthly and annual payments will be billed on or after the payment date at no additional advance notice to you.  You may request copies of paid invoices by sending those requests to invoices@fusiongroupusa.com.  You have 6 months from the time of this agreement to provide Agency with a completed website questionnaire and website content form so we may commence your website design project.  If after 6 months you have failed to provide us with the necessary information to complete the project you may be subject to additional fees and may be subject to any new pricing set forth.  If your account is referred to a collection agency a 35% collection fee or minimum of $200 will added to the total amount owed, whichever is greater, if legal action is necessary, and we prevail, there will be an additional 50% or $500 collection fee, whichever is greater, added to the total awarded.
  7. Cancellation of Contract: This agreement is not a recurring service agreement, with the exception of the hosting and editing, unless your selection was one that included recurring services, which those services are recurring for a minimum of 12 months, and therefore is non-cancelable and non-refundable. All payments must be made until termination of payment schedule. If you fail to complete the payment schedule, your payment plan will automatically cancel after 7 calendar days once your account becomes past due and your site will be suspended.  If your payment plan is terminated and site is suspended by Agency, you will be assessed a $99 site reinstatement fee and will have until the 30th day, after your account becomes past due, to remit payment in full for any outstanding charges. If at 30 days you are still in default your account will be immediately referred for legal action and/or collections.  Please work with your account executive should you experience any financial hardships that may lead you to default on payments, we will attempt to work with you to the best of our ability.
  8. Preliminary Works: Agency retains all rights in and to all Preliminary Designs. Client shall return all Preliminary Designs to Agency, if applicable within thirty (30) days of completion of the project and all rights in and to any Preliminary Designs shall remain the exclusive property of Agency.
  9. Permissions and Releases: The Client agrees to indemnify and hold Agency harmless against all claims, costs, and expenses, including attorney’s fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
  10. Guarantees and Warranties: Agency does not in any way guarantee increased traffic to your site, increase of revenue or profitability, increase of exposure, or anything that is not explicitly stated in this agreement. Agency will warranty all services that are contained within this scope of work and guarantees that all work will be performed and completed as stated. Agency will make every reasonable effort, in accordance to industry standards, to ensure the success of your website, however even with advanced SEO services, search engine placement is not guaranteed. Please see https://support.google.com/webmasters/answer/35291?hl=en to learn more about why we cannot guarantee placement.  According to an Ahref.com study, the average Top 10 ranking page is 2+ years old. And those that rank at position #1 are almost 3 years old and only 22% of pages that currently rank in the Top10 were created within 1 year.  This study selected 2 million pages that were crawled a year prior and Only 5.7% of all studied pages ranked in the Top10 search results within 1 year for at least 1 keyword. Looking into these 5.7% of “lucky” pages to see how quickly they got from nowhere to the Top 10, the majority of them managed to achieve that in approximately 61 to 182 days. In conclusion, the reason the 5.7% got to the Top 10 in less than a year is most likely hard work and great knowledge of SEO, not luck, so please consider realistic expectations as it relates to this project.
  11. Working with third parties: Agency will only accept requests from Client or Clients authorized employees, Agency will not perform any services requested by third parties.  Should Client require Agency to work directly with Clients suppliers, vendors, or any other third party, this will be in addition to the fees associated in this agreement.  All third party work, unless explicitly stated in this agreement will be billed at $89 per hour.
  12. Release of liability: By entering into this agreement, you hereby agree to release and hold harmless, Agency, its trustees, officers, servants, agents, volunteers and employees (hereafter referred to as the “Releases”) from and against any and all liabilities, losses, demands, or claims, that I and/or my company may sustain from this service.  You also waive the right to sue in a court of law for anything relating to this service or agreement that has not been a direct breach of this agreement and only after you bring any issue to the attention of Agency, in writing, and allow up to 7 business days to remedy those issues may you have the right to sue. You also agree to not publicly disparage Agency in anyway. Agency may, at anytime by providing a seven calendar day notice, cancel any hosting and editing packages. If Agency terminates Clients hosting, Agency will refund a prorated portion of unused hosting fees.  Agency reserves the right, at its sole discretion and without penalty, to cancel contract and refund any money paid within 30 days should Agency become aware of a pricing error, unauthorized addendum, or any additional errors that agency has been made aware of.
  13. Domain Name: Agency will only make record changes and offer complimentary support on domains we have in our GoDaddy account.  If you choose to remain the account holder all changes and updates will need to be performed by you or your IT company.  If you require Fusion Group USA’s assistance making changes or updating records, we will bill you $89 per hour with a 15 minute minimum fee.
  14. Email Hosting: Email hosting is included free of charge in your hosting package.  Fusion Group does not provide complimentary setup for email accounts.  Should you require assistance setting up email accounts on your devices or computers we will bill you a one time $99 set up fee for up to 5 devices.  We do provide detailed instructions on how to set up your accounts should you not want to pay for this service.
  15. Hosting and Editing Further Defined: After execution of this agreement Agency will include 12 months of our “Standard” hosting package complimentary.  Hosting will auto renew, with OR without advanced notice to you for an additional 12 months billed in monthly installments of $39.99 per month or $399 per year, payment at your discretion.  Each renewal term is a minimum 12 months.  Should you choose to upgrade to our “Full Service” hosting within the 1st year, this will cancel your current plan and commit to a new 12 month hosting agreement, Agency will bill you a pro rata difference to the end of its new term.  Should you choose to host the site with another provider, you will become immediately responsible for any and all updates, registrations, security, billing and support needed.  All sites built by Agency under standard rate published on  https://fusiongroupusa.com must be hosted on Fusion Group USA’s Servers.  If you would like the site export Agency will bill you $499 for standard sites and $129 per hour for enterprise sites to remove and redevelop any proprietary or licensed code/plugin before an export can be sent.  If Client hires Agency to develop a website property and has been provided a custom quotation indicating Client has right to a site export the previous statement does not apply.
  16. The following are our hosting packages defined:
    1. FULL SERVICE – $599 per year per month, all inclusive, Includes hosting, email, SSL, daily backups, unlimited full site editing and new page creation, training, support, and store management (if applicable). Agency will not create new graphic, text or art content or designs, we will only use what is provided to us.
    2. STANDARD SERVICE – $399 per year, Hosting, email, SSL, support and monthly backups included, complimentary limited site editing on existing content only. Support is limited to our electronic platforms only (live chat, support form, design change form, etc.) Phone and in person support is an additional fee.
    3. LIMITED HOSTING – $299 per year, Hosting, SSL, and support are included. Plugin/software registration, email and editing services will be billed in addition when client requests these services.
  17. Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and Client’s personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only in writing by Agency with a 30 day notice, except that the Client may authorize expenses or revisions orally, see https://fusiongroupusa.com/terms-and-conditions/#billing for our billing terms and conditions. Any modifications of this agreement that would cause the Client to receive less of service from Agency will be entitled to a partial refund for those items.  Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association.  A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of Colorado and courts of such state shall have exclusive jurisdiction and venue.

1. TERMS & DEFINITIONS

  1. By accessing this web site, you are agreeing to be bound by these Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
  2. Agency or Agencies or Agent or Designer or Us or We – refers to Fusion Group USA, Inc, Fusion Group USA, Fusion Group, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors.
  3. Client or Customer or You or User or Owner – Refers to the company or person who has hired, retained, or employed Agency.
  4. Business Day – refers to a day that is not a Weekend, Holiday and is at least 24 hours long.Delivery – refers to the completion of a task
  5. Fee or Retainer or subscription – refers to the monetary value in which you pay Agency for services or products
  6. User content – refers to information or materials provided to Agency by Client
  7. Site or web site – refers to Agencies web properties
  8. Terms and conditions or Service or Contract or agreement or any combination of those terms – refers to any agreement/contract between Client and Agency, drafted by Agency and Accepted by Client
  9. Social Media – refers to any social media platform (i.e. Facebook, Instagram, Twitter, etc.)

2. OUR RIGHTS

  1. Our Intellectual Property. We retain all rights to intellectual property underlying the Site, strategies and creative that has not been supplied as a final closed design.
  2. User Content Review. We reserve the right to review any User Content, and to investigate any disputes related to that content.
  3. Backup; We assume no liability. Agency will make every reasonable effort to shield from data loss, including final Client assets or User Content, however we will not be liable in the event of such loss of User Content.
  4. Discretionary Right to Suspend or Terminate Account. We reserve the right to suspend or terminate the account of any Customer at any time for failure, or perceived failure, to comply with this Agreement, or for any other reason in our sole discretion.
  5. Right to Assume Our Defense. If you are required to indemnify us from any claim or loss, we reserve the right, at your expense, to assume the exclusive defense and control of such matter. We will use reasonable efforts to notify you of any such indemnifiable claim or loss upon becoming aware of it.
  6. Disclaimer. Except where prohibited by law, the Site is provided as-is and as available and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Site (A) will meet your requirements; (B) will be available on an uninterrupted, timely, secure, or error-free basis; or (C) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe; (D) reserves the right to amend, suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice.
  7. Permission is granted to temporarily download one copy of the materials (information or software) on Agency website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not: Modify or copy the materials; Use the materials for any commercial purpose, or for any public display (commercial or non-commercial); attempt to decompile or reverse engineer any software contained on Agencies web site; remove any copyright or other proprietary notations from the materials; transfer the materials to another person or “mirror” the materials on any other server. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Agency at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. OWNERSHIP, TRADEMARKS & PROVIDED ASSETS

  1. You agree that any materials provided to are proofed and approved to be used in your designs and are not owned or trademarked by a different entity. You are responsible that any materials provided can be legally used in our designs. We are not liable for the materials you provide as it pertains to license or trademark issues. You do not have the right to reuse any Images obtained from Agency in any other mediums or files, unless those files are created under a paid subscription or package.Posting User Content that violates any copyright or other intellectual property rights is in express violation of this Agreement. If you believe your copyrighted work was submitted by a Customer to us without authorization, you may submit a DMCA takedown notice to us at dmcacompliance@fusiongroupusa.com. Only the copyright owner, or an agent authorized to act on the owner’s behalf, may submit such a notice.Agency and its licensors retain title to and ownership of all rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in and to the Services and Agency Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you are reserved to Agency and its licensors.We claim no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to Agency in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to Agency through the Services, you grant Agency a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sub-license) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed). You also acknowledge that the purpose of the Services is to access the services of Third Party Service Providers, and that as a result you are agreeing to grant to Agency any and all other rights you grant to applicable Third Party Service Providers.By posting any public media using the Agency Service, you agree that you are following the relevant terms and conditions of the Third Party Service Provider you are linking to.

4. SITE TERMS OF USE MODIFICATION

  1. You can review the most current version of this document at any time on this page. We reserve the right, at our sole discretion, to update, change or replace any part of these terms by posting updates and changes to our website, without any explicit notice to you. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Condition of Service constitutes acceptance of those changes.

5. COMPANY OBLIGATIONS AND WARRANTIES

Agency warrants that it will provide the Services as stipulated in the
service and pricing table using reasonable care and skill to conform in all material respects with the Client’s goals.

Agency shall use all reasonable endeavors to meet any performance dates specified in the contract but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. Agency shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide Agency with adequate delivery instructions or any other instructions relevant to the supply of the Services.

Agency shall have the right to make any changes to the Services which are necessary to comply with any applicable law.

Agency shall be entitled to use any subcontractors or other third party services, at Agency’s sole discretion for the execution of the Services provided. The Agency shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

6. THIRD PARTY LINKS

  1. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

7. REFUNDS

  1. We do not issue refunds, unless it is due to our breach of this agreement, provided you bring any breach to our attention and award us a 7 business day time to cure any breach.

8. OUTPUT FILES

  1. We will do our best to minimize any mistakes, however due to the nature of creative design and being human we cannot guarantee all files delivered will be 100% error free, we only proof your written content with a design program standard spell check tool. Upon file delivery, you agree to review and proof all files for any errors or omissions and notify our team if any changes/corrections are needed. Our Agency cannot be responsible or liable for any losses or expenses incurred from errors or omissions.

9. SAMPLE WORK

  1. We reserve the right to publish your work in our portfolio, social media or other communication efforts. If there is something you’d like us to remove for market confidentiality reasons, please let us know in your request.

10. SOCIAL MEDIA TERMS FURTHER DEFINED

  1. Agency has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilized for campaigns. Agency has no say with respect to the type of content that social media channels accept now or in the future.
  2. You acknowledge that Agency makes no warranty that the Social Media Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.
  3. Agency reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, Agency will refund your money for any services not yet rendered.
  4. Agency social media marketing account requires your valid email address and full name, you must then provide your legal full name, a valid email address, and any requested information in order to complete the account sign-up process.
  5. Agency warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

11. CONFIDENTIALITY

  1. We uphold confidentiality in all communication regarding your brand and business. We will only communicate to those who have been authorized on your account and will not share any information provided with anyone outside our organization.

12. ERRORS, INACCURACIES, OMISSIONS, REVISIONS, AND ERRATA

  1. The materials appearing on Agency web site could include technical, typographical, or photographic errors. Agency does not warrant that any of the materials on its web site(s) are accurate, complete, or current.We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated. It is your responsibility to confirm current terms and conditions, pricing, etc.

13. PROHIBITED USES

  1. In addition to other prohibitions as set forth in this agreement, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (medical or recreational marijuana materials are exempt from this provision) (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, company affiliation or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

14. DESIGN PROCESS

  1. All design requests and associated electronic files will be submitted via the design form on our website or via email, whichever is easier for you. In the majority of cases we will aim to deliver your design request within 2 to 3 business days, however, some requests make take longer, the time is not a guarantee.

15. DESIGN REVIEW

  1. You have the right to make any amount of changes you see necessary until you are 100% satisfied, we will work diligently to ensure you are 100% satisfied with the output of work, so long as it is within the scope of the service.

16. DESIGN SIGN OFF

  1. When you are satisfied that the work has been completed you will be required to approve the proof through our proofing system. Approvals MUST be completed via the proofing system, no email or verbal approvals will be accepted. If we do not receive an approval within 3 business days, we will consider the proof approved and will close the request. Should you wish to reopen the request, this will be considered a new request and not a revision.

17. DESIGN OWNERSHIP

  1. Under the terms of the social media service Agency is providing client, Agency retains all intellectual property rights on creative produced in accordance with this agreement, unless otherwise noted or paid for under a different service agreement. Client is permitted to use the items created while under a monthly service contract. Client is permitted to keep all creative created on their web and social properties after the termination. Client may not use, redistribute, recreate, or further use any creative produced in accordance with a social media contract after the contract has been terminated.

18. RECURRING PAYMENT

  1. This is a subscription based service, billed monthly in advance. When you sign up, you agree to Agency automatically deducting each month’s fee on, without notice to you, or around the same date as you signed up. If you wish to cancel at anytime, simply visit your account and cancel, ensuring at least 21 days from your monthly renewal date. We will cancel your subscription and confirm by email when this has been successfully canceled. If within the 21-days you will be billed one additional time, at which you will still have access to our services.

19. MODIFICATIONS TO THE SERVICE AND PRICES

  1. Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

20. ACCURACY OF BILLING AND ACCOUNT INFORMATION

  1. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

21. CLIENT SUBMISSION AND FEEDBACK

  1. Any material, information, or idea you transmit to or post on this site by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by Agency for any purpose Agency deems necessary, this includes developing, creating, manufacturing or replicating. All information submitted with personal or identifiable information will be respected as stated in our privacy policy.

22. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE

Agency has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “Act”) and avails itself of the protections under the Act. Agency reserves the right to remove any Visual Content or Communications that allegedly infringes another person’s copyright. Agency will terminate, in appropriate circumstances, Users who are repeat infringers of another person’s copyright. Notices to Agency regarding any alleged copyright infringement should be directed to Agency via email at:
dmcacompliance@fusiongroupusa.com.

Filing a DMCA Notice to Remove Copyright-Protected Content

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:

  • Your name, address, telephone number, and email address (if any);
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where on the Website the material that you claim is infringing may be found, sufficient for Agency to locate the material (e.g., the URL);
  • A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright Agency, its agent, or the law and is not a fair use;
  • A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
  • Your electronic or physical signature.

Filing a DMCA Counter-Notice to Restore Content Removed from the Website

If you believe that your material has been removed by mistake or misidentification, please provide Agency with a written counter-notification containing the following information:

  • Your name, address, telephone number, and email address (if any);
  • A description of the material that was removed and the location on the Website (e.g., the URL) where it previously appeared;
  • A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled because of mistake or misidentification;
  • 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 your address is outside of the United States, any judicial district in which Agency may be found, and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person; and Your electronic or physical signature.

23. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

  1. We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Fusion Group USA, Inc, Fusion Group USA, Fusion Group, Inc., assignees, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. The materials on Agencies web site are provided “as is”. Agency makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, or non-infringement of intellectual property or other violation of rights. Further, Agency does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

24. INDEMNIFICATION

  1. You agree to indemnify, defend and hold harmless Fusion Group USA, Inc, Fusion Group USA, Fusion Group, Inc.(Agency/Agencies) and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of this agreement or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

25. SEVERABILITY

  1. In the event that any provision of this agreement is determined to be unlawful by a court of law in competent jurisdiction, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.

26. TERMINATION

  1. These Terms and Condition of Service are effective unless and until terminated by either you or us. You may terminate this agreement at any time by notifying us that you no longer wish to use our Services by a 21-day written notice sent to us. If, by our judgement you fail, or we suspect you have failed, to comply with any or all terms set herein we may terminate this agreement at any time with or without advance notice. In the case of the Agency terminating this agreement due to your breach, you will remain responsible for all amounts owed, included if termination is within the 21-day cancellation window. We may deny, at the Agencies sole discretion, you access to our service or any part thereof.

27. ENTIRE AGREEMENT

  1. The failure of us to exercise or enforce any right or provision of these Terms of shall not constitute a waiver of such right or provision and all remaining enforceable remedies shall remain intact as originally intended. These Terms and Conditions of Service and any policies posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or agreements, communications and proposals, whether oral or written, between you and us; including, but not limited to, any prior versions of this document. Any uncertainties in the interpretation of these Terms of Service shall not be inferred against the drafting party.

28. GOVERNING LAW

  1. These Terms and Conditions of Service and any separate agreements provided to you by us shall be governed by and construed in accordance with the laws of the State of Colorado unless otherwise explicitly stated.

1.     Term.

  • Client is engaging the Company for the purpose of providing Digital Marketing
  • These service levels become effective on  and is sustained in a minimum non-cancelable term of 6 Months, and reverting to a month to month agreement thereafter with a mandatory 30 day cancellation policy
  • All services are on a pre-paid one month ahead of services rendered, subscription

2.      Definitions.

  • “Digital Marketing Service Agreement” refers to this Agreement.
  • “Cancellation” refers to the cessation of service by an End-Client or customer and not the termination of this
  • “Employee” refers to individuals that are in active employment contracts with either the Company or the Client. This excludes employees whose tenures precede the effectivity date of this agreement or individuals that are candidates for employment by either
  • “End-Client” shall refer to individuals, establishments, corporations, websites or any such legal entity that the Client subscribes to the Company’s

3.      Digital Marketing Services.

  • The Company shall provide consultations in favor of the Client in the development and execution of The Client’s services translating to work fulfillment.
  • The Company shall perform all of the Digital Marketing Services assigned to it in a timely and professional manner, herein after “response time”.
  • The Company, in consultation with The Client, will determine the methods, details and means of performing the work to be carried out for The Client.
  • In addition, The Client shall be entitled to exercise a broad general power of supervision and control over the results of work performed by The Company to ensure satisfactory performance through the intervention of a pre-assigned Account

4.     Confidentiality Agreement.

  • During the term of this Agreement, The Company agrees and understands that it may have access to documents, data, or other information, some or all of which may be confidential and/or privileged from disclosure whether or not labelled or identified as “Confidential.”
  • The Company shall hold the confidential and/or privileged information in confidence, and shall not use the same other than for the purposes of its business with The Client, and shall disclose it only to its officers, directors, or employees with a specific need to know the said confidential
  • The Company shall not disclose, publish or otherwise reveal any of the confidential and/or privileged information received from The Client to any other party whatsoever except with the specific prior written authorization of The Client.
  • Confidential and/or privileged information furnished in tangible form shall not be duplicated by The Company except for purposes of this Agreement. Upon the request of The Client, The Company shall return all confidential and/or privileged information received in written or tangible form, including copies or reproductions or other media containing such confidential and/or privileged information within five (5) days of such
  • This section shall survive notwithstanding the termination of this

5.     Consideration.

The Client shall pay The Company in accordance to:

  • The Client agrees to pay an amount set forth by The Company in consideration of The Company’s performance of the work.
  • Invoices/Payment. The Client agrees to pay Invoices on the due date indicated on the said Invoices.
  • The services may be cancelled at anytime by Client with a 30 day written notice after the minimum contracted amount of time has lapsed. Cancellation of this agreement do not waive any contracted billing time. If stated within this agreement, Client will be held liable for all future payments under this agreement, unless the Company has breeched this contract and has failed to cure such breech, see section 6. Cessation of work for end-clients may be requested at anytime by written 30 day notice.

6.     Termination.

This Agreement may be willfully terminated with a 30-day notice from either party. In  addition, this agreement may also terminate when any of the following occurs:

By either party:

  1. upon written notice to the other party of a material breach of this Agreement. Such termination notice shall be automatically effective thirty (30) days following the receipt thereof, unless the breach has been cured prior to the expiration of such thirty (30) days.
  2. By The Client: The Company’s persistent failure to review and/or act upon documented The Client and/or its clients’ complaints regarding The Company’s service;The Company’s persistent failure to meet such turnaround time as specified. Clients complaint must accompany a specific statement to include they intend to cancel, and must award the agency 30 days to cure any documented issue.
  3. By The Company:Material breach of this agreement pertaining but not limited to section 5 of this Agreement Material breach of this agreement as set forth in the exhibits The Client’s persistent failure to set proper client expectations regarding the nature of services Multiple violation of either party of section 8 of this agreement, with “Multiple” hereby defined as three (3) or more instances or a single violation of section Neither the expiration nor the termination of this Agreement shall relieve either Party from its obligations or rights accrued hereunder prior to its expiration.

7.     Mutual Non-Hire.

During the term of this Agreement and for a period of five (5) years after the termination of this Agreement, The Company and The Client agree not to:

  1. directly or indirectly, initiate employment discussions with, hire, attempt to recruit, solicit, induce, or use in any way the services of each other’s employees or contractors, solicit or encourage each other’s employees or contractors to terminate their employment or contract with their respective employers.
  2. solicit or encourage each other’s employees or contractors to accept employment with any business, corporation, partnership, association, agency or other person or entity with which the Parties may be associated.

8.     Non-Exclusivity.

The Client recognizes that The Company providing services under this Agreement does so non­ exclusively and that The Company may perform similar services for other persons, companies and organizations and this Agreement shall not prevent The Company from using such personnel for the performance of such similar services for such other persons. The Company likewise recognizes that The Client may engage other consultants to perform similar services from time to time,  and this Agreement shall not prevent The Client from using such consultants, for so long as it does not violate other statutes or attachments to this Agreement.

9.     Mediation and Arbitration.

  • All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this Agreement, including but not limited to the breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or The Parties agree to participate in the mediation in accordance with the mediation procedures of Colorado. Parties agree to share equally in the costs of the mediation.
  • All disputes not settled via Mediation or via good faith negotiations, as set out above shall be submitted to binding Arbitration under the rules of the applicable governing body of the American Arbitration Association, and the State of Colorado, with all expenses of Arbitration to be borne equally by the Parties in advance of the arbitration. In so agreeing, the Parties agree that the award of the arbitrator shall be final and binding upon them as  though rendered by a court of law and enforceable in any court having jurisdiction over the same.

10.     Warranties.

The agreement covers the pricing, volume and nature of work as defined in the attached exhibits. Both parties understand and mutually agree that due to the influence of changes to search engine algorithms, no warranties except for work volume fulfilment, quality and work originality are guaranteed by this agreement. See Exhibit A for detailed service and warranty information.

IMPERATIVE ON-PAGE:

In Order to facilitate the work of SEO, it is imperative that the Company be provided the credentials to web properties owned by the client, if not already under control of the Company or has been provided by the Company. In addition to this, On-Page recommendations must be implemented in the first 30 days of every Campaign. The company does not warrant the effectiveness or lack thereof of performance if the On-Page recommendations it sets forth in accordance with this agreement are not implemented or whole implementation is not facilitated.

ALGORITHM UPDATES:

SEO, Social Media, and Digital Marketing is an ever changing environment. We are a company that prides itself in A-B Testing all our proprietary processes before they are implemented on client sites. Despite our testing, the industry is heavily driven by  the algorithm developed by Google, Facebook and other technology companies. We do not warrant our work from negative performance that are driven by algorithm changes.

WARRANTIES ON HUMAN ERROR:

In order to retain a natural feel and behavior to our strategy, many of our activities are people-intervened, and therefore it is impossible to remove human error  from the process. We strongly commit to high Quality Standards and therefore set your expectations at a 1% human error rate. Should there be questions arising due to the quality or volume of work, we would be more than happy to correct the situation and address the error and complete the fulfillment. Your active participation and vigilance in monitoring the quality of work is not just appreciated, but integral to our mutual success.

GUARANTEES

Agency does not in any way guarantee increased traffic to your site, increase of revenue or profitability, increase of exposure, or anything that is not explicitly stated in this agreement. Agency will warranty all services that are contained within this scope of work and guarantees that all work will be performed and completed as stated. Agency will make every reasonable effort, in accordance to industry standards, to ensure the success of your website, however even with advanced SEO services, search engine placement is not guaranteed. Please see
https://support.google.com/webmasters/answer/35291?hl=en to learn more about why we cannot guarantee placement.  According to an A Href study, the average Top10 ranking page is 2+ years old. And those that rank at position #1 are almost 3 years old and only 22% of pages that currently rank in the Top10 were created within 1 year.  This study selected 2 million pages that were crawled a year prior and Only 5.7% of all studied pages ranked in the Top10 search results within 1 year for at least 1 keyword. Looking into these 5.7% of “lucky” pages to see how quickly they got from nowhere to the Top10, the majority of them managed to achieve that in approximately 61 to 182 days. In conclusion, the reason the 5.7% got to the Top10 in less than a year is most likely hard work and great knowledge of SEO, not luck, so please consider realistic expectations as it relates to this project.

WORKING WITH 3rd PARTIES

Agency will only accept requests from Client or Clients authorized employees, Agency will not perform any services requested by third parties.  Should Client require Agency to work directly with Clients suppliers, vendors, or any other third party, this will be in addition to the fees associated in this agreement.  All third party work, unless explicitly stated in this agreement will be billed at $89 per hour.

11.     Designation of Representatives

The Company and The Client shall each designate up to Three (3) representatives as the only designated persons who will send and accept all deliverables and receive and make all communications between The Company and The Client. Neither Party shall have any  obligation to consider for approval or respond to materials submitted other than through the designated persons. Each Party has the right to change its designated person upon two (2) days notice to the other.

12. Assignment.

This Agreement shall be binding upon the parties, their heirs, successors, assigns, and Client’s personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only in writing by Agency with a 30 day notice, except that the Client may authorize expenses or revisions orally, see
https://fusiongroupusa.com/billing for our billing terms and conditions. Any modifications of this agreement that would cause the Client to receive less of service from Agency will be entitled to a partial refund for those items.  Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association.  A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of Colorado and courts of such state shall have exclusive jurisdiction and venue.

By entering into this agreement, you hereby agree to release and hold harmless, Agency, its trustees, officers, servants, agents, volunteers and employees (hereafter referred to as the “Releasees”) from and against any and all liabilities, losses, demands, or claims, that I and/or my company may sustain from this service.  You also waive the right to sue in a court of law for anything relating to this service or agreement that has not been a direct breach of this agreement and only after you bring any issue to the attention of Agency, in writing, and allow up to 7 business days to remedy those issues may you have the right to sue. You also agree to not publicly disparage Agency in anyway. Agency may, at anytime by providing a seven calendar day notice, cancel any hosting and editing packages. If Agency terminates Clients hosting, Agency will refund a prorated portion of unused hosting fees.  Agency reserves the right, at its sole discretion and without penalty, to cancel contract and refund any money paid within 30 days should Agency become aware of a pricing error, unauthorized addendum, or any additional errors that agency has been made aware of.

13.  Contract Governed by Law.

This agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Colorado, to the exclusion of its rules on conflicts of laws. Both Parties agree that should their dispute reach the courts of law, the competent courts of Mesa County, Colorado shall have exclusive jurisdiction over the same.

14.  Construction of Agreement.

The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or clause shall be found unenforceable, it shall be severed and the remaining covenants  and clauses enforced in accordance with the tenor of the Agreement. In the event a competent court of law should determine not to enforce a covenant as written due to over breadth, the Parties specifically agree that said covenant shall be modified and enforced to the extent reasonable, whether said modifications are in time, territory, or scope of prohibited activities.

15. Contracting Parties.

The Company and its subsidiaries have agreed to their respective rights and  obligations regarding performance of the Digital Marketing Services to The Client. The parties acknowledge that:

  1. The Company or any subsidiary or branch of The Company may treat the Digital Marketing Services addressed to that entity, representative office or branch as having been addressed to the appropriate entity, or representative office or branch, by The Client; and
  2. delivery will be completed by The Company with the right to be paid in any geographic region in which it may deem appropriate.

16.  Entire Agreement.

This Entire Agreement expresses the full and complete understanding and agreement between the Parties with respect to the transactions contemplated herein and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral communications with respect to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by each of the parties to this Agreement. The signature and affirmation of agreement shall mean all statues conditions, inclusions and limitations set forth in this agreement and its attached annexes have been read, understood and accepted in good faith by both parties.

Parties or others, may be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement.