These User Terms (“Terms”) govern your use of the products and services provided by or on behalf of Elsker Inc. DBA Fuse (“Fuse”, “we”, “our” or “us”), including any content or information provided therewith (collectively, the “Services”).
These Terms may apply to you individually (“End User”), the business or other legal entity user you represent (“Business Entity”), or both. An End User may also be a customer of one or more Business Entities (such End User hereafter referred to as a “Customer” in their capacity as a customer of a Business Entity). If you are using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. If you are a Business Entity with a separate agreement with Fuse that governs your use of the Services, these Terms shall not apply and such other agreements shall control.
By accessing, registering for or using the Services, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.
1.1. Overview of Services. Fuse offers electronic payment and loan origination system services platform through Fuse’s application programming interfaces (“Fuse API”), and related technical, business and support services, each as may be modified or updated (together, the “Fuse Services”). An end user that has been enrolled by the Application is referred to as a “End User.” The Fuse Services allow you to manage your End Users’ and your own payments and origination experience on your platform, website, and/or application (each, an “Application”). The products and services that you provide through your Application, including the Fuse Services, are referred to herein as “Your Services”. It is your sole responsibility to clearly explain to your End Users the nature of Your Services and Fuse’s role in the provision of such services. Fuse may terminate or suspend these Terms and the Agreement or your access to the Fuse Services at any time in its reasonable discretion upon notice to you.
1.2. Establishing a Fuse Account. When you accept these Terms, you are creating an account assigned to you by Fuse. Depending on the Services you use, you may be asked to provide information such as your name, contact information, date of birth, and/or your social security number. Fuse may verify your registration information with a third-party verification service provider. We may also ask you to answer additional questions to help us verify your identity or provide additional information, such as a copy of your photo ID (e.g. driver’s license or passport). The information you provide will be used to determine if you are eligible to use the Services. Fuse may refuse to approve, or may terminate existing, registrations with or without cause or notice to the extent permitted by applicable law.
1.3. Third Party Providers. Fuse may have arranged for third party providers to provide products or services to you through the Services (“Third Party Providers”). In order to use these products or services, you may be required to agree to additional terms and conditions from those Third Party Providers, and may be subject to additional requirements of the Third Party Provider. By agreeing to these Terms or continuing to use the Services, you hereby agree to any Third Party Provider terms that apply to your use of such products/services and the Services, which may be updated from time to time. For avoidance of doubt, these Third Party Provider terms are between you and the applicable Third Party Provider, not Fuse.
1.4. No Endorsement. Fuse does not represent or endorse, and shall not be responsible for: (a) the reliability or performance of any Business Entity or Third Party Provider; (b) the safety, quality, accuracy, reliability, integrity or legality of any Business Entity’s or Third Party Provider’s products or services; or (c) the truth or accuracy of the description of any such products or services, or of any advice, opinion, offer, proposal, statement, data or other information (collectively, “TP Content”) displayed or distributed, purchased or paid through the Services. Fuse hereby disclaims any liability or responsibility for errors or omissions in any TP Content in the Services. Fuse reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any TP Content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms
To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to Fuse; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (vi) will not violate any rights of Fuse or a third party.
You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited.
3.1. Accuracy. By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.
3.3. Your Content. As between you and Fuse, you own the information, materials, photos, or other content (the “Content”) you provide Fuse under this Agreement. Any Content that you upload or otherwise provide to Fuse in connection with the Services may be used by Fuse in order to provide and promote the Services or Fuse’s business. Accordingly, you grant to Fuse, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display and otherwise use the Content. Such right to use such Content shall survive the termination of these Terms and termination of the Services. You authorize us to use, forward, or post your profile or related information on other sites and services. Additionally, if you are a Business Entity, you authorize us to use your corporate logo and corporate name, if applicable, for any promotional purposes (to opt-out, email us at firstname.lastname@example.org). Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and Fuse. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). Fuse may also remove or delete your Content from the Services at any time in its sole discretion.
3.4. Your Account. Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.
3.5. Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to Fuse (“Feedback”) to Fuse. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and Fuse shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from Fuse under any circumstances relating to such Feedback.
Subject to the terms and conditions herein, Fuse grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device, web browser or Fuse authorized website to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of Fuse. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and Fuse.
Furthermore, without the prior written approval of Fuse, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by Fuse are licensed, not sold. The Services, and all copies of the Services, are owned by Fuse or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. Fuse reserves all rights not expressly granted to you herein. You agree that you have no right to any Fuse trademark or service mark and may not use any such mark in any way unless expressly authorized by Fuse.
Making unauthorized copies or distribution of Services content or otherwise violating these Terms may result in the termination of your Fuse account, prohibition on use of the Services, and further legal action. Fuse reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms.
Fuse is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold Fuse harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services.
If you purchase any Services that we offer for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that Fuse and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; Fuse does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts.
Fuse may offer certain customers free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.
Failure to pay may result in the termination of your subscription. You may cancel or suspend your Paid Services by contacting Fuse at email@example.com. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason.
Paid Services may be subject to additional terms, in addition to these Terms, related to the provision of the Paid Service.
You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:
(a) using the Services for any fraudulent, unlawful, deceptive, or abusive purposes;
(b) using the Services in any manner intended to harm an End User, Fuse, or any third party;
(c) circumventing Fuse’s intended limitations for any feature of the Services as communicated to you by Fuse;
(d) using the Services in a manner inconsistent with any developer documentation, integration guidance, or other technical, policy, or other requirements communicated to you by Fuse or posted on Fuse’s website, each as may be updated from time to time;
(e) using the Services in violation of any guidance regarding restricted activities communicated to you by Fuse;
(f) facilitating transactions for a third party that is not your legitimate End User;
(g) making available or using the Services for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC);
(h) engaging in transactions related to or in furtherance of the following activities (“Prohibited Activities”):
(h.1) sale or purchase of illegal goods, including but not limited to stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety;
(h.2) marijuana-related businesses (including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational marijuana;
(h.3) illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi or pyramid schemes, and money laundering;
(h.4) adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services;
(h.5) debt collection, relief, or counseling;
(h.6) gun sellers and firearm or ammunition sales;
(h.7) unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations;
(h.8) white-label ATM services; and
(h.9) promotion of hate, violence, harassment, or abuse.
(i) attempting any of the foregoing
The terms of this Section and Schedule 1 apply solely to Business Entities. The Services allow you to manage your End Users’ and your own payments and origination experience on your platform, website, and/or application (each, an “Application”). The products and services that you provide through your Application, including the Services, are referred to herein as “Your Services”. It is your sole responsibility to clearly explain to your End Users the nature of Your Services and Fuse’s role in the provision of such services. Fuse may terminate or suspend these Terms and the Agreement or your access to the Services at any time in its reasonable discretion upon notice to you.
Fuse may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that Fuse in its reasonable discretion believes violates the letter or spirit of any of these Terms. If Fuse denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid.
Fuse may at any time choose to suspend indefinitely or terminate the Services for any purpose. In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, Fuse reserves the right to delete all of your Content, data, and other information stored on Fuse’ servers. Fuse will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by Fuse pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, Fuse will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.
You may terminate these Terms by terminating your use of the Services and any related account. Fuse may terminate these Terms or suspend your use or access of the Services at any time upon written notice to you. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay Fuse any amounts owed to Fuse.
You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to Fuse any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. Fuse shall not be liable for any unauthorized use of payment accounts.
Actual service coverage, speeds, locations and quality may vary. Fuse will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. FUSE DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. FUSE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, FUSE’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
UNDER NO CIRCUMSTANCES WILL FUSE, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“FUSE PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
A FUSE PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID FUSE FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.
SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE FUSE PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY FUSE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE SECTION ABOVE WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
You agree to defend, indemnify and hold the Fuse Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any rights of another; or (iv) your use of the Services. Fuse reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.
Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
You acknowledge and agree that Fuse may provide notices and other disclosures to you electronically by posting such notices or other disclosures on Fuse’s website or by emailing it to you at any email address provided to Fuse by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.
We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the website page hosting these Terms. As your next visit to or use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you visit or use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account.
Your use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies.
We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive or buy while using the Services. We may, but do not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users. We are not a publisher of third-party content accessed through the Services and are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Service.
These Terms, along with any rules, guidelines, or policies published on the Fuse homepage constitute the entire agreement between Fuse and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you shall be effective unless acknowledged in writing by Fuse. Notwithstanding the foregoing, Fuse reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. These Terms shall be governed by, and construed in accordance with, the laws of the state of Delaware, without reference to its choice of law rules. Subject to the arbitration provisions above, the exclusive venue for any action arising out of or in connection with this agreement shall be in Wilmington, Delaware. The parties each hereby consent to the jurisdiction and venue in Wilmington, Delaware and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that Fuse shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of Fuse. Fuse’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Fuse may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to Fuse, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Fuse. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and Fuse, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by this Agreement.
If you have any questions, complaints, or claims, you may contact Fuse at firstname.lastname@example.org
1.1 Bank Account Verification
An End User may link their US state or federally-chartered bank or credit union account (“Bank Account”) to your Application for the purpose of using the Services. Fuse may require that you verify the ownership of the Bank Account in a commercially reasonable manner. If you do not use the Bank Account verification methodology provided by Fuse, you must receive Fuse’s approval prior to using your own verification methodology. You agree to cooperate with Fuse’s review of your Bank Account verification methodology, including the provision of any documentation regarding your method that Fuse reasonably requests. Prior to changing your Bank Account verification methodology after it has already received approval by Fuse, you must notify Fuse at email@example.com and receive Fuse’s approval of the proposed changes.
1.2. Your Agreement with End Users
You must have a written agreement with End Users (“Your Terms”) in order to provide the Services to them. Your Terms must be: (a) presented to your End Users via online disclosure, (b) accepted electronically, (c) and be accepted in an auditable manner that complies with federal electronic signature laws. Your Terms must allow you to comply with all requirements of the Agreement and these Terms. Fuse has no liability to End Users for any of Your Services, including any goods or services that may be sold through your Application. If your Application allows End Users to buy or sell goods or services, you must publish a refund policy and enforce compliance with that policy. You are responsible for enforcing End Users’ compliance with Your Terms. You must also take commercially reasonable steps to ensure that End User activities using the Services do not violate any Applicable Law or the Terms. Notify Fuse immediately if you detect illegal, fraudulent, deceptive, or otherwise suspicious activity associated with an End User at firstname.lastname@example.org.
1.3. Origination Authorization from End Users
Prior to initiating any payment for an End User, you must capture the End User’s authorization to allow Fuse, as your payments service provider, to originate funds transfers according to the End User’s instructions as provided via your Application. All such authorizations must be obtained in accordance with Applicable Law and applicable payment network requirements (e.g. NACHA rules, card network rules, etc.).
1.4. Express Consent from End Users
You must obtain an End User’s express consent prior to conducting any activity for and/or on behalf of the End User in connection with the Services, including but not limited to: (a) collecting any End User personal data; (b) sharing End User with data with Fuse for the purpose of enabling the Services, including the provisioning and support of an End User, if applicable, (c) using any End User personal data for a purpose not previously disclosed or for which the End User has withdrawn consent; (d) conducting any activity for which the End User has not given you express consent or for which the End User has withdrawn consent; or (e) attempting any of the above.
1.5. Notifications for End Users
You are solely responsible for sending all necessary notifications to End Users related to their use of the Services, including payment activity notifications, as applicable.
1.6. Clear Disclosures to End Users
You are required to provide clear and easily understood disclosures to End Users regarding their use of the Services, including, but not limited to:
(a) Funding Source. If your Application allows an End User to choose different funding sources or create a hierarchy of funding sources for sending or receiving funds, you must clearly disclose the funding source or hierarchy of funding sources for any given transfer before the End User authorizes the transfer;
(b) Fees. Any fees charged in your Application must be appropriately disclosed to End Users prior to the fees being charged. Fees and payment terms must be clearly communicated to End Users and you must obtain the End User’s express consent prior to charging the End User any fees.
(c) Purchase Terms. If your Application allows an End User to buy goods or services, your Application must clearly identify and disclose the goods or services being purchased, the purchase price, any taxes or fees, and the payment schedule, if any. If your Application allows peer to peer payments, your Application should include a memo field for noting the purpose of the payment.
(d) Transfer Times. Subject to any delays caused by financial institutions independent of the Fuse platform or delays due to fraud or compliance reviews initiated by Fuse, transfers will normally process within 4 banking days, however, transfer times are not guaranteed in any way. You are responsible for clearly disclosing these transfer times to an End User prior to payment initiation, as applicable.
(e) Recurring Payments. If your Application allows a non-business End User (an individual) to authorize one or more recurring payments, you must: (i) clearly disclose the payment amount(s), payment schedule, and any relevant payment terms to the End User; (ii) clearly disclose to the End User that the End User has the right to receive advance notice of the amount and date of each payment that will occur in the future at least 10 days before the payment is initiated, or you may offer the End User the option to receive advance notice only for payments that exceed a specified range; (iii) clearly disclose the funding source for the payment or the series of payments or give the End User the opportunity to choose the funding source before each payment is initiated; (iv) obtain the End User’s express consent for the payment(s) after disclosing all items set out above in (i) through (iii); (v) provide the advance payment notice(s) to the End User set out above in (ii); (vi) clearly disclose and provide a readily accessible method for the End User to cancel one or more payments; and (vii) comply with any cancellation request submitted under (vi).
1.7. End User Support
You are solely responsible for providing support for Your Services to End Users and, if applicable, for any goods or services that are sold via your Application. You must clearly disclose your End User support policy and publish your End User support contact information in an easily accessible manner within any Application through which you offer Your Services.
1.8. Dispute Resolution for End Users
You are responsible for resolving all End User disputes related to Your Services (“End User Disputes”), including any End User Dispute communicated by an End User to Fuse. Fuse has no obligation, nor any liability associated with your End User Dispute resolution policies and procedures. You agree to provide Fuse with any requested information regarding the status and/or resolution of an End User Dispute. Fuse has the right but no obligation to provide support to an End User that contacts Fuse regarding an End User Dispute, and in such event, you must promptly (not to exceed 2 business days from request) provide Fuse with any information Fuse reasonably requests for the purposes of assisting the End User.
1.9. Accuracy of End User Data Provided to Fuse
You are solely responsible for providing accurate and complete End User data as required or requested by Fuse for the purposes of providing you the Services. In particular, you must ensure that End Users are properly identified and classified as personal or business End Users. Business End Users may not conduct any transactions for personal, family, or household purposes. Fuse may require you to collect and provide additional information to enable the Services for an End User and you agree to provide such information. You must use commercially reasonable efforts to verify that any End User data that you provide to Fuse is accurate and complete
1.10. Transaction and End User Risk Management
You understand and agree that Fuse may decline, restrict, or otherwise limit any transaction and/or the ability of an End User to use the Services in accordance with Fuse’s risk management policies, which may be amended from time to time. It is your sole responsibility to verify the identity and legitimacy of your End Users, their activities, and their transactions using commercially reasonable methods. Fuse reserves the right to restrict, suspend or terminate an End User at any time if: (a) Fuse determines that the End User’s activities violate the Fuse Terms, any other applicable Fuse agreement or policy, or any Applicable Laws; (b) Fuse reasonably determines that the risk associated with the End User or the End User’s activities poses unacceptable risk to Fuse and/or its users; (c) you do not provide Fuse with all End User information as required or requested by Fuse; or (d) for any other reason, in Fuse’s sole discretion. If Fuse suspends or restricts an End User, Fuse will use reasonable efforts to provide timely notice to you. Such notice may occur after the suspension or restriction has occurred. Fuse may also, in its reasonable discretion, contact any End User for Fuse’s fraud investigation and/or risk management purposes. If Fuse contacts an End User for such purposes, Fuse will notify you to the extent permissible under Applicable Law.
1.11. End User Eligibility
End Users must be residents of the United States. You agree that you will not enroll or attempt to enroll an End User that does not meet these criteria and that you will use appropriate measures, technical, operational and otherwise, to do so.
1.12. Required Disclosures for End Users
1.13. Other Required Disclosures
1.14. Termination of an End User
You understand and agree that Fuse may require you to terminate an End User’s ability to use Fuse if Fuse deems the End User inactive or dormant, or for any other reason specified in this Agreement. You acknowledge that if an End User owes you funds, your only recourse to recover those funds may be outside of the Fuse network.
1.15. Fuse Relationship with End User
You acknowledge and agree that Fuse may have independent relationships with End Users even if such End Users originate through you. In the event an End User signs up with Fuse for services with Fuse and authorizes Fuse to retain and use such End User’s information and data, then you acknowledge and agree that Fuse may use and retain such End User data and information (even if provided originally by or through you) in accordance with its agreement with such End User and, notwithstanding anything to the contrary in this Agreement, to the extent permitted by law, Fuse may continue to retain, store and otherwise use such End User data as authorized by such End User, including following termination or expiration of this Agreement.
1.16.Transaction Reversal and Your Liability
You are solely responsible for you and your End Users’ payment activity initiated using the Services, including, without limitation, any fraudulent activity. Fuse has no obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by you or your End Users may: (a) be reversed in accordance with Fuse or its Financial Institution Partners’ risk management policies, (b) be reversed in accordance with Applicable Law, including without limitation, by ACH return as defined under the NACHA Rules, (c) fail due to your error or End User error, (d) fail due to the provision of inaccurate information by you or your End User; or (e) be cancelled or rejected by an End User or the End User’s financial institution (each, a “Reversal”). Except for any Reversal made in error by Fuse, you are liable to Fuse and its Financial Institution Partners for any and all losses caused by Reversals and any other End User activity, whether or not authorized by you or the End User, including unauthorized or erroneous activity initiated by you, your End Users, or your Application, whether through misconduct, negligence, error, or otherwise. You authorize Fuse and its Financial Institution Partners to recover any such amounts due to Fuse and/or its Financial Institution Partners by (x) debiting your specified bank account(s); (y) request immediate payment from you, and, if payment is not received timely, engage in collection efforts; and (z) pursue any rights or remedies available under any of your agreements with Fuse for failure to pay amounts owed to Fuse, including, without limitation, termination for non-payment. In the event that your Application has an unacceptable number or rate of Reversals, Fuse reserves the right to immediately restrict or suspend your use of the Services, including by terminating the Agreement. “Financial Institution Partner(s)” means Fuse’s third-party service providers and partners providing financial or related services in connection with the Services.
1.17. Transaction Limits
You understand and agree that Fuse may, in its sole discretion, impose limits on the transactions that you may submit, including but not limited to, limits on the maximum dollar value of one or more transactions and/or limits on the volume of your transactions over a period of time. Any such limits will be communicated to you in writing by Fuse. Nothing in this provision will be deemed to limit Fuse’s right to decline any transaction that you submit in accordance with Fuse’s other rights under this Agreement.
1.18. Routine Business Operations Reviews
Fuse may request, and you agree to provide, information about your business, operations, funds flows, and/or integration with the Services. Fuse reserves the right to reassess your eligibility for the Services at any time. Fuse may immediately suspend or terminate the provision of any of the Services in its reasonable discretion, including in the event that Fuse determines, in our sole discretion, and based on any of the review processes described in these Terms, that you have become ineligible for any of the Services.
2.2. Use of Data
You must obtain your End Users’ express consent to use their data for the purposes of providing Your Services, including the Services, to them. You understand and agree that you may only use data that you receive via the Services in accordance with the Agreement, these Terms and Applicable Law. You are prohibited from selling, transferring, sub-licensing, and/or assigning any interest in any data that you access or receive via the Fuse APIs and the Services. You acknowledge that you are solely responsible for your use of any End User data.
2.3. Data Security
Each party is responsible for the security of all data in its possession or control and for its compliance with Applicable Law in connection with its data handling and management practices. Each party is responsible for maintaining commercially reasonable data security controls to protect and secure data from unauthorized use, access, or disclosure. You agree to provide Fuse with any evidence to demonstrate your compliance with this section upon request by Fuse. You agree that Fuse may terminate your use of the Services in its sole discretion if Fuse determines that you or your application pose an unacceptable security risk to Fuse, its platform, or its users.
Fuse may audit, examine and otherwise monitor your compliance with the Agreement, these Terms and you agree to cooperate fully with any such audit. Within 30 days of notice from Fuse, you will provide to Fuse or its third party auditor (either, a “Fuse Auditor”) access to and assistance with: documents, records, reports, or other data, information, or materials compiled, maintained, or otherwise available to the extent related to your compliance with the Agreement and these Terms which is not prohibited from disclosure by Applicable Law. If a Fuse Auditor determines that you are not in compliance with this Agreement, you will take appropriate action to remedy the non-compliance and will provide Fuse with evidence of the steps taken to achieve compliance with the time frame agreed upon by the parties.