TERMS OF USE
YOU (“THE AUTHORISED USER”) ACKNOWLEDGE AND AGREE TO THE FUSE TERMS OF USE WHICH
CONSIST OF THE FUSE TERMS OF SERVICE AND ACCEPTABLE USE POLICY (“AUP”).
THE TERMS OF USE MAY BE UPDATED FROM TIME TO TIME BY FUSE WITH OR WITHOUT NOTICE
AND ARE AVAILABLE VIA www.fuseuniversal.com
DEFINITIONS:
“Account” means a Fuse account as defined in the Fuse User Guide and as issued to the Authorised
User under an Order or Demo Account.
“Confidential Information” means any and all information or materials in any form or medium
(whether written, oral, visual or electronic) including all technical documentation and business
information, and all information and materials identified by Fuse to be confidential or proprietary in
nature.
“Content” means any and all digital materials including, without limitation, text, images, logos,
artwork, graphics, pictures, advertisements, sound and any intellectual property contained in any
such materials uploaded or otherwise provided by, or viewed by, the Authorised User in connection
with the Services.
“Fuse” means, individually and collectively, Fuse Universal Ltd a company incorporated and
registered in England and Wales with company number 6636622 whose registered office is at 1
Curtain Road, London, EC2A 3LT. Fuse’s licensors, vendors, resellers, successors, and partners.
“Order” means a Partner or Customer Order Form.
“Services” means Licences, Products and Services provided to the Authorised User.
FUSE TERMS OF SERVICE
GRANT OF LICENCES
Provided the Authorised User complies at all times with the Fuse Terms of Use the Authorised User
shall be
provided with a non-exclusive, non-transferable, revocable, limited license, without right of
sublicense, to use the
Account for the term as defined by the Order or Demo Account .
The Authorised User hereby grants Fuse a worldwide, royalty-free, non-exclusive, transferable
(solely to
Fuse) licence to perform such acts with respect to the Content solely as are reasonable in connection
with
providing the Services including, without limitation, the right to: (i) deliver Content in accordance
with the
preferences set by the Authorised User; (ii) secure, encode, reproduce, host, cache, route, reformat,
analyse and
create algorithms and reports based on access to and use of the Content; (iii) use, exhibit, broadcast,
publish,
publicly display, publicly perform, distribute, promote, copy, store, and/or reproduce (in any form)
the Content on
or through the Services; and (iv) utilise Content to test Fuse’s internal technologies and processes.
SCOPE OF USE
The Authorised User is solely responsible for all matters arising out of or in connection with the
Content including,
without limitation, ensuring that the Content does not include Prohibited Content (as defined in the
AUP) and
does not violate any third party rights, as further described therein and elsewhere in these Terms of
Service.
Fuse has no obligation to pre-screen, edit, review, monitor or oversee Content submitted, uploaded,
distributed, retrieved, or viewed in connection with use of the Services, and assumes no
responsibility or liability relating thereto. The Authorised User is responsible for Content provided by
third parties that may contain errors or omissions, false or defamatory material, and/or material that
is offensive, indecent, objectionable, and/or infringing. Under no circumstances will Fuse be liable in
any way for Content, including, but not limited to, for any defamation, infringement, falsehoods,
errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of
the use or publication of any such content posted, delivered, emailed or otherwise transmitted via
the Services. The Authorised User acknowledges Fuse are not responsible for preventing or
identifying infringement of intellectual property rights or other violations associated with the
Content, and Fuse assume no responsibility for screening or monitoring for possible (i) infringement
or enforcing Authorised User rights or third party rights with respect to Content, (ii) unlawful,
inappropriate or unpermitted use, (iii) libel, falsehoods, errors or omissions contained in Content, or
(iv) noncompliance with governmental laws and/or regulations. For any infringement or suspected
infringement of intellectual property rights, the Authorised User should notify Fuse as soon as
practicably possible.
Any third party products, content, services or links displayed on or through the Services are not
referrals or endorsements of any product, service or provider; any and all such offerings are
displayed solely for convenience only. The Services may in some cases be permitted for use with
third party components or services that may be subject to their own, separate license agreements or
special pass-through terms, and the Authorised User assumes all risks and liabilities associated with
the use of any such third party offerings. For clarity, nothing in this clause diminishes Fuse’s
obligations to the Authorised User under these Terms of Service with respect to the Services
provided , but instead relates to any access and/or use of third party products and/or services that
the Authorised User uses in connection with the Services.
The Fuse Player contains software to track and capture user activity to assist Fuse in optimising the
Services and use of the Services. Use of the Player constitutes acceptance of this feature. If the
Authorised User enables syndication of Content on third party websites (which the Authorised User
may be permitted to do via Fuse), the Authorised User, and not Fuse, are solely responsible for
notifying each such third party website that Fuse may track information regarding the third party
users.
The Authorised User expressly acknowledges and agrees that Fuse may, but is not required to,
preserve Content and may also disclose Content if required to do so by law or in the good faith
believe that such preservation or disclosure is reasonable or necessary to: (i) comply with legal
process; (ii) enforce an Order or these Terms of Service; (iii) respond to claims that any Content
violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Fuse, its
users and/or the public. The Authorised User acknowledges and agrees that the technical processing
and transmission of the Services, including the Content, may involve (i) transmissions over various
networks; and/or (ii) changes to conform and adapt to technical requirements of connecting
networks or devices.
At Fuse’s discretion or that of the Partner or Customer, the Authorised User may receive a Demo
Account that may include limited access to test certain features and functionality of the Services
(“Demo Account”). Fuse is permitted to suspend or terminate the Demo Account at any time with or
without notice.
AUTOMATIC UPDATES/COMMUNICATION FEATURES
The Services automatically communicate with Fuse's servers to check for automatic general release
updates such as bug fixes, patches, enhanced functions, and/or security related patches for the
particular Services purchased under the Order(s). At no charge to the Customer, Fuse may require
the installation of software updates deemed reasonably necessary to address errors, bugs or other
performance issues in the Account (collectively, “Updates”). All Updates shall be deemed part of the
Services and subject to the same terms and conditions of these Terms of Service. Fuse may (but is
not required to) post notices from time to time on the Fuse website explaining Updates and provide
instructions associated with such Updates.
TERM AND TERMINATION
The term of a Demo Account shall be as determined by Fuse, its Partner, or Customer in its sole
discretion.
The term of an Account shall be defined in the Order.
TITLE AND OWNERSHIP
The Authorised User acknowledges that the Account and its component parts, and all copyright,
patent, trade secret, trademark and other intellectual and proprietary rights which now or hereafter
may exist therein, are owned by and remain the exclusive property of Fuse. The Authorised User
agrees that it will not use the Account or the Source Code except as expressly authorised in this
Agreement.
The Authorised User shall keep in strictest confidence all Confidential Information, as well as any
information which from the circumstances in which it is made available to the Authorised User in
good faith and good conscience ought to be treated as confidential or proprietary. Except as
otherwise expressly agreed in writing, the Authorised User may permit access to the Confidential
Information only to those employees who need access and solely for the purposes permitted by this
Agreement. The Authorised User shall take all reasonable steps to safeguard the Confidential
Information to ensure that no unauthorised persons have access to them and that no person
authorised to have access to them shall take any action with respect thereto other than as expressly
permitted herein. The Authorised User shall promptly report to Fuse the taking of any unauthorised
action with respect to Fuse of which the Authorised User becomes aware and shall take such further
steps as may reasonably be requested by Fuse to prevent such action.
The Authorised User shall not alter or remove any copyright, patent, trade secret, trademark or
other proprietary notices appearing on the Account and shall ensure that such notices are included
on all copies of the Account.
The provisions of this clause shall continue in force without limit in point of time, but the obligation
of confidentiality shall cease to apply to information which is or later becomes public knowledge
other than by breach of this clause.
WARRANTIES
The Authorised User represents and warrants that they are solely responsible and liable for: (i)
obtaining all necessary consents, permissions, licenses and waivers from copyright owners, artist(s),
actors, directors, performers, writers, producers, or any other individuals who appear in the Content
or the results and proceeds of whose services are utilised in the Content; (ii) obtaining any required
synchronisation and master use licenses from the owners of the musical compositions and sound
recordings embodied in the Content (or their designated representatives); (iii) any payments to any
trade unions and guilds, to the extent required under applicable collective bargaining agreements or
otherwise (e.g., residuals, re-use, rerun and other similar fees); (iv) obtaining public performance
licenses from public performance rights collection organizations; (v) complying with all laws, rules
and applicable regulations; (vi) any Prohibited Content; and (vii) abiding by these Terms of Service.
DISCLAIMER OF WARRANTIES
FUSE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY FOR YOUR
PURPOSES OF THE SERVICES, THAT THE USE OF THE SERVICES SHALL BE SECURE,
UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES SHALL FUNCTION PROPERLY IN
COMBINATION WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA.
FUSE DISCLAIMS ALL LIABILITY FOR CONTENT THE AUTHORISED USER MAY RETRIEVE BY OR
THROUGH THE SERVICES. THE SERVICES, AND ANY CONTENT PROVIDED BY FUSE THAT IS
RETRIEVED BY OR THROUGH THE SERVICES, ARE PROVIDED “AS IS" AND ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES MAY BE SUBJECT TO INTERRUPTION,
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS
AND ELECTRONIC COMMUNICATIONS AND FUSE ARE NOT RESPONSIBLE FOR ANY SUCH DELAYS,
MISDELIVERY, UNTIMELY DELIVERY, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING
FROM EVENTS BEYOND THEIR REASONABLE CONTROL. THE AUTHORISED USER UNDERSTANDS AND
AGREES THAT ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SERVICES IS DONE AT THEIR OWN DISCRETION AND RISK AND THAT THE
AUTHORISED USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO THEIR COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT OR OTHER
MATERIAL. THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
INDEMNIFICATION
The Authorised User shall defend, indemnify and hold harmless Fuse and their respective officers
and employees, in interest to the foregoing, from and against any and all third party claims,
damages, costs and expenses (including reasonable attorneys’ fees and litigation expenses) relating
to, arising out of, or in connection with the Content and/or the Authorised User’s use of the Services,
including but not limited to claims relating to, arising out of, or in connection with Prohibited
Activities, Prohibited Content, and/or breach of any of these Terms of Use, Demo Accounts, and/or
Order(s), including but not limited to any of the representations or warranties set forth in any of the
foregoing.
LIMITATION OF LIABILITY
THE AUTHORISED USER EXPRESSLY UNDERSTANDS AND AGREES THAT UNDER NO
CIRCUMSTANCES SHALL FUSE BE LIABLE TO THE AUTHORISED USER OR ITS USE OR MISUSE OF
AND/OR RELIANCE ON THE SERVICES OR THE CONTENT THE AUTHORISED USER RETRIEVES BY OR
THROUGH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO
EVENT SHALL FUSE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,
PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
GOODWILL, USE, DATA, OR OTHER INTANGIBLE OR OTHER PECUNIARY LOSS) ARISING OUT OF
THESE TERMS OF SERVICE OR THE USE OF OR INABILITY TO USE THE SERVICES OR RETRIEVE THE
CONTENT BY OR THROUGH THE SERVICES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, AND (II) THE AUTHORISED USER’S EXCLUSIVE REMEDY AND FUSE’S TOTAL
AGGREGATE LIABILITY FOR ALL CLAIMS COMBINED RELATING TO, ARISING OUT OF, IN CONNECTION
WITH, OR INCIDENTAL TO THE SERVICES, THE ORDER(S) AND/OR THESE TERMS OF SERVICE FOR
ANY REASON SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY THE AUTHORISED
USER UP TO THE GREATER OF THE FEES FOR USE OF THE SERVICES ACTUALLY PAID DIRECTLY TO
FUSE IN THE TWELVE MONTH PERIOD PRECEDING THE FIRST SUCH CLAIM OR ONE THOUSAND
POUNDS (£1,000.00). SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED
BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE
SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS BY REASON
OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR
RECEIVED THROUGH ANY LINKS PROVIDED IN OR THROUGH THE SERVICES. SUCH LIMITATION
SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, LOST PROFITS, OR LOST DATA. THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY LAW.
COMPLIANCE WITH LAWS; GOVERNMENT RESTRICTED RIGHTS
The Services are of U.K. origin. The Authorised User shall adhere to all applicable state, federal, local
and international laws and treaties in all jurisdictions in which the Authorised User uses the Services.
The Services are protected by copyright laws and international treaty provisions. The Authorised
User agrees not to export or re-export the Services, directly or indirectly, to any countries that are
subject to USA export restrictions. If the Services are licensed for use by the United States or in the
performance of a U.S. government prime Order or subcontract, The Authorised User agrees that the
Services are delivered as a “commercial item,” as that term is defined at 48 C.F.R. 2.101, and more
specifically shall be identified as “commercial computer software” and “commercial computer
software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the Services and related documentation
provided to U.S. Government end users is provisioned (a) only as a commercial end item and (b) with
only those rights as are granted to all other end users pursuant to the terms and conditions herein.
TRADEMARK INFORMATION; COPYRIGHTS
Fuse retains claim to all relevant copyrights associated with the Services.
GOVERNING LAW
You understand and agree that the Order(s), Demo Accounts, and these Terms of Use shall be
governed by English law.
ACCEPTABLE USE POLICY
YOUR ACCOUNT
REGISTRATION: Prior to using the Account Fuse may require certain information. The Authorised
User may edit this information according to the instructions detailed in the Privacy Policy. The
Authorised User is responsible for all activity occurring under their Account including, without
limitation, the confidentiality and use of user identification and passwords. Failure to provide all
required data to create an Account may prevent access to any or all Services, and failure to maintain
and up to date accurate information may be deemed a breach of this Acceptable Use Policy that may
result in suspension or termination of access to the Account. All Registration Data becomes the
exclusive property of the company that owns the relevant Account subdomain, its affiliates,
successors in interest, and subsidiaries. Fuse reserves the right to use and reuse all registration
subject to the Privacy Policy.
SECURITY: Access to the Account requires a secure, individual password. Passwords must be kept
secret and not shared with anyone, protecting it from unauthorised use. The Authorised User should
also log out at the end of each session. The Authorised User is responsible for all activities that occur
under the password. In the event of a suspected or actual breach of security related to the password
the Authorised User must notify Fuse immediately. Fuse is not liable for any loss or damage resulting
from a failure to keep an Account secure.
Termination/Suspension of Account: Fuse may immediately terminate or suspend access to the
Accounts or remove content based on conduct that gives Fuse a reasonable belief (which may be
based on information provided by third parties) that account activities involve any: (i) Prohibited
activities (described herein); (ii) violation of third party rights such as copyright, trademark or rights
of privacy or confidentiality; (iii) interference with service function; and/or (iv) unlawful conduct in
any domestic or foreign jurisdiction.
RESTRICTIONS ON FUSE SERVICE
Fuse services: The Authorised User may not:
1. sell, rent, lease, sublicense, assign, or otherwise transfer or distribute the Account to third parties
or otherwise exploit, use or access the Account (or any portion thereof) in any way not expressly
permitted in this policy;
2. modify, translate, reverse engineer, decompile, or disassemble the Account or alter any
accompanying documentation;
3. create derivative works based upon the Account;
4. alter, destroy or otherwise remove any proprietary notices, images or logos displayed, provided
on or embedded within the Account;
5. restrict or inhibit others use or enjoyment of the Account;
6. gain unauthorized access to other Accounts;
7. impersonate or otherwise misrepresent any person or entity, or make false or misleading
indications of origin or fact;
8. interfere with or disrupt the Services or Fuse’s servers or networks and those of its suppliers’ and
customers, or disobey any requirements, procedures, policies or regulations of networks connected
to the Services;
9. collect or store personally identifying information about other users for commercial or unlawful
purposes;
10. impersonate any person or entity, including, but not limited to Fuse;
11. undertake any activities that constitute or aid in software piracy, including but not limited to
making available tools that can be used for no purpose other than for "cracking" software or other
copyrighted Content; OR
12. engage in any action that could reasonably interfere with the functionality or integrity of the
Fuse. All of the foregoing prohibited activities set forth in this section are individually and collectively
referred to herein as “Prohibited Activities”.
Content Restrictions and Obligations: Nothing in this Acceptable Use Policy shall be construed to
grant, by implication, estoppel, or otherwise, any license or right to use any third party Content
accessed via the Services without the prior written permission of the content owner. Any and all
rights not expressly granted herein are reserved to Fuse. The Authorised User is solely responsible
for all matters arising out of or in connection with the Content including, without limitation,
compliance with all applicable laws, rules and regulations, and obtaining all third party consents and
other rights, approvals, licenses, consents, waivers, and other permissions necessary for the Services
to be utilised hereunder and Fuse is not responsible for the:
1. selection, acquisition, distribution and licensing of Content; OR
2. acquisition and payment of any third party licenses, rights clearances or other permissions
needed from unions, guilds or other entities to use Content in the manner approved by the
Authorised User.
Prohibited Circumvention of Ownership Rights: The Authorised User acknowledges that use is strictly
limited to the actions explicitly allowed within the Account. Except as permitted expressly by such
rights, the Authorised User may not copy, reproduce, modify, publish, transmit, transfer or sell,
maintain, retain, create derivative works from, distribute or re-distribute, perform, link, display or in
any way exploit any Content obtained through the Services where an explicit download button is not
shown, including, without limitation, by incorporating data and or Content from the Services into
any e-mail, search, catalogue, directory, or other "white pages" products or service, whether
browser-based, based on proprietary client-site applications, web-based, or otherwise. The
Authorised User understands, agrees and acknowledges that engaging in any of the aforementioned
conduct may constitute an unlawful act.
Prohibited Content: The Authorised User shall not use the Account to upload, download, post, email, transmit, transfer, distribute, display or link to Content that:
a. promotes illegal activity, or provides instructions for illegal activity;
b. exploits images or discloses personally identifiable information of children under eighteen (18)
years of age or otherwise harms minors in any way;
c. does not have the right to use for the purposes of the Services, or a right to transmit under any
law or regulation or under contractual or fiduciary relationships including but not limited to
inside information and confidential information learned or disclosed as part of employment or
agency relationships or pursuant to nondisclosure agreements;
d. is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar,
obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially,
sexually, ethnically or otherwise objectionable;
e. infringes the intellectual property or proprietary rights of any third party or contributes to
inducing or facilitating such infringement.;
f. directly or indirectly is used for "junk mail", "spam", "chain letters", "pyramid schemes", or any
other like form of solicitation;
g. contains any malicious or invasive software, or that could diminish the quality of, interfere with
the performance of, or impair the functionality of the Services; OR
h. contains advertising, offers for sale, or sells any item you are prohibited from advertising or
selling by any applicable local, state, national, or international law, including regulations having
the force of law, or advertising, offers for sale, or sales any of the following items: Any firearms,
explosives, or weapons; any food that is not packaged or does not comply with all laws
governing the sale of food to consumers by commercial merchants; any alcoholic beverages;
any tobacco products for human consumption, including, without limitation, cigarettes and
cigars, any items that are indecent or obscene, that are hateful or racially, sexually, ethnically
or otherwise objectionable, that contain child pornography, that are otherwise pornographic in
nature; any controlled substances or pharmaceuticals; any items that are counterfeit or stolen;
any dangerous items; any goods or services that do not, in fact, exist; any registered or
unregistered securities; any items that violate or infringe the rights of other parties; any items
that the Authorised User does not have the legal right to sell; any items where doing so through
the Account or Fuse would cause Fuse to violate any law.
All of the prohibited uses listed above are individually and collectively referred to herein as
“Prohibited
Content”.
Other Legal Restrictions: The Services may not be used to intentionally or unintentionally violate any
applicable national or international law. The Authorised User shall be responsible for ensuring that
use of the Services does not constitute a criminal offense, or give rise to civil liability regarding the
transmission of copyrighted, trademarked Content or personally identifiable information or
controlled technical data.
CONTACT FUSE
By e-mailing us: support@fuseuniversal.com / by calling: +44 (0)203 290 3310
By writing to: Fuse | 1 Curtain Road, London | EC2A 3LT