Fusion92 | Core CMS Terms of Use

Core CMS Terms of use

LAST MODIFIED: April 14, 2025

This Terms of Use Agreement is a legally binding agreement between you and Virtual Marketing, LLC dba Fusion92 (“Fusion92”) and governs your access to the Fusion92 platform and your rights to use the Fusion92 Core CMS Field Web Platform (“Fusion92 Core CMS”, “Core CMS”, “Fusion92 platform”). Please carefully review this Terms of Use Agreement, as it contains important legal rights, obligations and limitations.

These Terms of Use address: (1) your access and permissible uses of the Fusion92 platform, (2) prohibited actions on the Fusion92 platform, (3) your payment obligations and for services you engage Fusion92 to perform, (4) how these Terms of Use and your access to the website can be suspended or terminated, and (5) Fusion92’s obligations to you.

1.Introduction

1.1. Our Purpose

Fusion92 (“us”, “our” or “we”) offers our customers (“User(s)”) the ability to create and market a custom website on an intuitive and user-friendly platform to make managing and promoting their businesses and content online easy and stress-free. The customizable online and mobile websites and functionalities, and platforms created by each User are collectively referred to herein as “User Platform(s)”.

1.2. Legal Agreement

These Fusion92 Core CMS Terms of Use (“Terms of Use”), together with such additional terms which specifically apply to some of our services and features as presented on the Fusion92 Core CMS website(s), which you order (“Core CMS Website”, and collectively – the “Core CMS Terms”), set forth the entire terms and conditions applicable to you, as a User, and your Authorized Users (as defined below) accessing and using the Core CMS Website, User Platforms and any other services, applications and features offered by us with respect thereto, except where we explicitly state otherwise (together with the Core CMS Website and User Platforms, “Core CMS Services” or “Services”). For the avoidance of doubt, Services do not include services, applications, features, content or components that were built, developed, connected or offered by any third parties at the direction of the Affiliated Client, even if presented on the Core CMS Website or made available on your User Platform. In addition to these Terms of Use, you acknowledge and agree that your access and use of the User Platform is subject to your agreement with the specific Fusion92 client to which you are affiliated or otherwise in a contractual relationship (“Affiliated Client”).[1]

By clicking “I accept” below, you signify and affirm your informed consent to these Terms of Use and any other Core CMS Terms applicable to your use of any Core CMS Services. If you do not agree to the Core CMS Terms, you must immediately cease all access and use of the Core CMS Services.

Any reference to “days” in this Terms of Use shall mean calendar days, unless otherwise expressly stated.

2.User Platform Access

2.1 Right of Access to User Platform

Your right to use and access the User Platform is subject to your continued relationship with the Affiliated Client and such Affiliated Client’s use and access policies that may be provided to you by the Affiliated Client from time to time. Fusion92 shall defer to Affiliated Client’s instructions and directives regarding User Platform access that are not in conflict with the Terms of Use, and in no event shall Fusion92 be responsible for Affiliated Client’s decisions related to your access to the User Platform. You acknowledge that termination of your affiliation or other business relationship with the Affiliated Client may affect your access or use to the User Platform. In the event your access through the Affiliated Client is suspended or terminated but you would like to maintain access to your User Platform, please contact Fusion92.

2.2 Access to Accounts; Roles and Permissions

Your access to the User Platform is available through either: (a) your account that you created with Fusion92 (“User Account”) or (b) Single Sign On (SSO) protocols utilized by the Affiliated Client to which your User Platform is affiliated. To the extent your access is available through SSO, you can access your User Platform by accessing your user account with the Affiliated Client (your “Client User Account”).

The roles and permissions related to your User Platform are solely determined by you or the Affiliated Client, as applicable. If you want your employees, contractors, or other third parties to be able to access your User Platform (as “Authorized Users”), if applicable, please (i) follow the processes established for administrators on the portal in the Fusion92 platform for the User Account or (ii) contact the Affiliated Client or follow the policies established by the Affiliated Client in order to grant such individuals or entities access to your User Platform for the Client User Account. You agree that you are solely responsible for ensuring that your Authorized Users abide by the Core CMS Terms applicable to the Core CMS Services as set forth in these Terms of Use. All activities that occur on your account will be deemed to have occurred on your behalf and in your name on the User Account or Client User Account, as applicable, and the User Platform, whether or not specifically authorized by you. Therefore, we strongly encourage you to (a) keep the log-in credentials of your User Account or Client User Account confidential, and (b) allow access to your User Account or Client User Account, only to people you trust - as you will be solely and fully responsible for all activities that occur under your User Accounts or Client User Account and User Platforms (including for any representations, warranties, and undertakings made therein), and for any damages, expenses or losses that may result from such activities. You must provide accurate and complete information when using Core CMS Services, including your own (or your company’s, as applicable) contact and billing details.

2.3 Ownership

For each User Platform, Fusion92 will consider the owner of such User Platform to be the person or entity listed in Fusion92’s records as the owner of the User Account or Client User Account for which the User Platform was created. For example, owners may be the insurance broker, franchise owner or co-op owner but would not be the Authorized Users permitted by such entity to have access to the User Platform.

In case of a dispute on User Platform ownership, we reserve the right to determine ownership to a User Account or Client User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such a determination, as we may deem in our sole discretion, we reserve the right to avoid doing so and to suspend a User Platform until the parties disputing such ownership reach a resolution, without Fusion92 having any liability to you or to any other party. We may request documentation (e.g., government-issued ID, a business license) that may assist us in determining ownership.

3. Your Obligations

3.1. You represent and warrant that:

You are at least thirteen years of age, or sixteen years of age if you are an individual within the European Union (EU), or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Core CMS Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Core CMS Terms;

You are not a resident of, and will not use or distribute the Core CMS Services to, any country or region subject to U.S. comprehensive country or regional embargos. You further confirm that you are not included on any sanctions list, including without limitation, the U.S. Specially Designated Nationals and Blocked Persons List, maintained by the U.S. (“SDN List”), or any other applicable sanctions list maintained by the EU, the UK or other, and that you are not owned 50 percent or more, directly or indirectly in the aggregate, by a sanctioned party and are not otherwise controlled by such a party. You further confirm that you will not use or distribute the Core CMS Services directly or indirectly to or for the benefit of a sanctioned party. You agree to indemnify Fusion92 against any and all losses, including monetary penalties and legal fees, that Fusion92 may suffer should you violate any of the forgoing confirmations regarding your non-sanctioned status;

Your country of residence or your company’s country of incorporation is the same as the country specified in the contact or billing address you provide us;

You understand that Fusion92 does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use of the Core CMS Services, or your compliance therewith;

Except for Affiliated Client IP (as defined below), you confirm you own or rightfully license all rights in and to any content uploaded, developed or provided by you, or imported, connected, copied or uploaded by Core CMS Services for you to your User Platform (“User Content”), including any designs, images, animations, videos, audio files, fonts, logos, code, algorithms, SPIs, APIs, databases, illustrations, compositions, artworks, interfaces, usernames, information you provide for the purpose of creating a subdomain name, text, literary works and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally access to, import, copy, use, connect, develop, publish, transfer or license such User Content by you and us or any of our affiliates;

You have (and will maintain) the full power, title, licenses, consents and authority to allow Core CMS Services to access any websites, web pages and other online services, for the purpose of importing, exporting, copying, displaying, uploading, publishing, transmitting and otherwise using your User Content;

The User Content is (and will continue to be) true, current, accurate, non-harmful, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, export, copy, possess, post, publish, transmit, display or otherwise use, in the country in which you or your Authorized Users reside, or for Fusion92 or your Authorized Users to access, import, export, copy, upload, publish, post, store, use or possess in connection with the Core CMS Services; and

You have obtained all consents and permissions required under all applicable laws, regarding the processing, storing, collection, posting, transmission and publication of any personal information or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.

In addition, except for Affiliated Client IP, you must ensure that User Content is legal and reliable, and that anything you do with it (or enable Fusion92 or your Authorized Users to do with it) is in compliance with all applicable law.

3.2. You undertake and agree to:

Fully comply with all applicable laws and any other contractual terms which govern your use of the Core CMS Services, and any related interaction or transaction, including those specific laws applicable to you or your Authorized Users in any of your geographical locations;

Be solely responsible and liable with respect to any of the uses of the Core CMS Services which occur under your User Account, Client User Account or User Platform(s), and for any of your User Content, including for any consequences of accessing, storing, collecting, importing, exporting, uploading, copying, using or publishing such User Content on or with respect to the Core CMS Services;

Regularly and independently save and backup any of your User Content and the information that is being processed by you regarding your User Platform, including with respect to Authorized Users and any applications features, services, or Third Party Services (as defined below) used, connected, presented or developed by you;

Allow Fusion92 to use in perpetuity, worldwide and free of charge, any version of your User Platform or User Content (or any part thereof) for any of Fusion92’s marketing and promotional activities, online and/or offline, , and you waive any claims against Fusion92 or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Platform with respect to such limited permitted uses; and

Defer to Fusion92’s commercially reasonable discretion as to the means, manner, and method for performing the Core CMS Services, including those regarding the hosting, transmission, publication and display of any User Platforms and/or User Content.

3.3. You agree and undertake not to:

Copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate (or attempt to migrate) the Core CMS Technology to another service provider, translate, compile, decompile or disassemble the Fusion92 platform, the Core CMS Technology, the Core CMS Services (or any part thereof), any Content or Intellectual Property (as defined below) offered by Fusion92, Affiliated Client or Third Party Services for use and display within User Platforms (“Licensed Content”) or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Fusion92’s (or Affiliated Client’s, if applicable) prior written and specific consent or as expressly permitted under the Core CMS Terms;

Submit, transmit or display any User Content, or use Licensed Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Fusion92, Affiliated Client or any third party, including any intellectual property rights, privacy rights, contractual or fiduciary rights, or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;

Use any illegal action to collect login data or passwords for other websites, third parties, software or services;

Phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;

Upload, insert, collect or otherwise make available within the Core CMS Website or the Core CMS Services (or any part thereof), any malicious, unlawful, defamatory or obscene Content;

Publish and/or make any use of the Core CMS Services or Licensed Content on any website, media, network or system other than those provided by Fusion92, and/or frame, “deep link”, “page scrape”, mirror or create a browser or border environment around any of the Core CMS Services, Licensed Content or User Platform (or any part thereof), except as expressly permitted by Fusion92, in advance and in writing;

Use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Core CMS Services (or its data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Core CMS Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Core CMS Services;

Act in a manner which might be perceived as damaging to Fusion92’s reputation and goodwill or which may bring Fusion92 into disrepute or harm;

Purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Fusion92, Core CMS or Fusion92 trademarks or service marks or variations and misspellings thereof;

Impersonate any person or entity or provide false information on the Core CMS Services or User Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Fusion92 or any Authorized Users;

Falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Fusion92 or any third party endorses you, your User Platform, your business, or any statement you make;

Reverse look-up, trace, or seek to trace another User of Core CMS Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Core CMS Services or User Platform without their express and informed consent;

Disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Core CMS Services, User Platform, the account of other Users, or any other systems or networks connected to the Core CMS Services, by hacking, password mining, or other illegitimate or prohibited means;

Probe, scan, or test the vulnerability of the Core CMS Services or any network connected to the Core CMS Services;

Upload to the Core CMS Services or User Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Core CMS Services or Fusion92’s systems or networks connected to the Core CMS Services, or otherwise interfere with or disrupt the operation of any of the Core CMS Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

Use any of the Core CMS Services and/or User Platform in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;

Utilize any of the Core CMS Services for storage and/or video streaming purposes, whether or not for main streaming purposes;

Access Core CMS Services, User Accounts, Client User Accounts, Licensed Content or User Content through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces and Affiliated Client instructions;

Sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content or Core CMS Services, except as expressly permitted by the Core CMS Terms;

Remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Core CMS Services and/or Licensed Content;

Violate, attempt to violate, or otherwise fail to comply with any of the Core CMS Terms or any laws or requirements applicable to your use of the Core CMS Services; or

Access or use the Core CMS Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.

You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your access to your User Platform or any Core CMS Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such access or Core CMS Services.

4. Content and Ownership

4.1. Affiliated Client Intellectual Property

In connection with Affiliated Client’s enterprise-wide branding applicable to Client User Accounts, Affiliated Client owns and is providing intellectual property pertaining to your User Platform and to any other materials created, developed, or connected to Core CMS Services by Affiliated Client, including any designs, images, animations, videos, audio files, pdfs, fonts, logos, illustrations, articles, blogs, compositions, artworks, code, algorithms, SPIs, APIs, databases, interfaces, text and literary works (collectively, “Affiliated Client IP”). You acknowledge and agree that the Affiliated Client owns all such Affiliated Client IP and may revoke your license or ability to use such Affiliated Client IP in its sole discretion.

4.2 Your Intellectual Property

As between Fusion92 and you, you shall own or license all intellectual property pertaining to your User Content and to any other materials created, developed, or connected to Core CMS Services by you, including any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, algorithms, SPIs, APIs, databases, interfaces, text and literary works. Fusion92 does not claim ownership rights on your User Content or to any of the other materials created, developed, or connected by you to the Core CMS Services. You know and agree that in order to provide the Core CMS Services to you and to maintain and improve the Core CMS Services (the “Purpose”) we will need to access, upload or copy User Content to the Fusion92 platform, including cloud services and CDN’s, to make display adjustments, to train our software tools, to duplicate for backup and perform any other technical actions and/or uses required to perform our services, as we deem fit. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to use your User Content for the Purpose.

4.3. Fusion92’s Intellectual Property

All rights, title and interest in and to the Core CMS Services, including any and all copyrightable materials or any other related content thereof which is or may be subject to any intellectual property rights under any applicable law including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Core CMS Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by or licensed to Fusion92.

Subject to your full compliance with the Core CMS Terms and timely payment of all applicable Fees (as defined herein), Fusion92 hereby grants you, upon accessing your User Platform and for as long as Fusion92 provides you with the Core CMS Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Core CMS Services and Licensed Content, for the purpose of generating and displaying your User Platform to visitors, solely as expressly permitted under the Core CMS Terms, and solely within the Core CMS Services.

The Core CMS Terms do not convey any right or interest in or to Fusion92’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the Core2.0 Terms constitutes an assignment or waiver of Fusion92’s Intellectual Property rights under any law. In addition to the above, certain fonts made available to you within the Core CMS Services, are licensed to Fusion92 by a third party provider, and are therefore subject to additional license terms of such provider, which are available for your review at https://developers.google.com/fonts/terms.

4.4. Feedback and Suggestions

If you provide us with any suggestions, comments or other feedback relating to the Core CMS Services, whether existing, suggested or contemplated, that is or may be subject to any intellectual property rights (“Feedback”), such Feedback shall be owned exclusively by Fusion92. You acknowledge and agree that Feedback may be used by Fusion92 to: (a) further develop, customize and improve the Core CMS Services, (b) provide ongoing assistance and technical support, (c) contact you with general or personalized Fusion92-related notices or interview requests based on such Feedback or otherwise, (d) facilitate, sponsor and offer certain promotions, and monitor performance, (e) create aggregated statistical data and other aggregated or inferred information, that Fusion92 may use to provide and improve its services, (f) enhance Fusion92 data security and fraud prevention capabilities, and (g) comply with any applicable laws and regulations. In addition, you(i) irrevocably assign to Fusion92 any right, title and interest you may have in such Feedback and (ii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.

5. Privacy

Certain parts of the Core CMS Services (including certain Third Party Services available therein, as further explained in Section 9 below) may require or involve the submission, collection or use of certain personally identifying or identifiable information. In particular and as a part of accessing or using the Core CMS Services, Fusion92 and such Third Party Services may collect, access and use certain data pertaining to Users, Authorized Users and visitors, including the activities or navigation undertaken by Users, Authorized Users and visitors through the Core CMS Services and/or User Platforms. We encourage you to read our Privacy Policy and each such Third Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices. Privacy Policy:https://fusion92core.com/privacy-policy

6. Service Fees

6.1. Payment Terms; Additional Paid Services

The use of certain Core CMS Services, including your User Platform Subscription (as defined below) may be subject to payment of particular fees, as determined by Fusion92 in its sole discretion (“Paid Services” and “Fees”, respectively), which are set forth on the Manage Subscription page of your My Settings.

Fusion92 will notify you of the Fees then in effect, and you need to pay Fusion92 directly for any Paid Services you purchase from Fusion92. Fees for the Paid Services must be paid in advance.

Fusion92 reserves the right to change its Fees at any time in its sole discretion. Fusion92 will provide 60 days notice regarding the change to you if such a change will affect your existing Paid Services.

If you received a discount or other promotional offer from Fusion92, Fusion92 shall have the right at the end of the applicable discounted period to renew your subscription to such Core CMS Service(s) at the full then-current applicable Fee, with providing notice.

All Fees shall be made in U.S. Dollars. To the extent permitted by law (and unless specified otherwise by Fusion92 in writing), all Fees are exclusive of all taxes, including value-added tax, sales tax, goods and services tax, levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all such applicable Taxes. If Fusion92 is obligated to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). Fusion92 is not responsible for any such additional fees or costs.

If you purchase Paid Services directly from Fusion92, then as part of registering or submitting information to receive Paid Services, you also authorize Fusion92 (either directly or through its affiliates, subsidiaries other third parties) to request and collect payment and service fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Fusion92 or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

6.2. Subscription Auto-Renewals

To best ensure that you do not experience any interruption or loss of services, certain Paid Services, such as your monthly subscription to your User Platform (“User Platform Subscription”) include an automatic renewal option.Therefore, unless you turn off the auto-renewal option as provided herein, such Paid Services will automatically renew upon the end of the applicable subscription period, which is set forth on your Manage Subscriptions page, for a renewal period equal in time to the original subscription period and, unless otherwise notified to you at least thirty (30) days in advance, by Fusion92 at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period) (“Renewing Paid Services”). For example, if the original subscription period for a Service is one month, each of its renewal periods (where applicable) will be for one month.

Accordingly, where applicable and as for Fees paid directly to Fusion92, you will be automatically charged the applicable Fees, before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect at a later time, or suspend or terminate your access to the User Platform, with 10 days notice.

By entering into Core CMS Terms and by purchasing a Renewing Paid Service, you acknowledge and agree that the Renewing Paid Service shall automatically renew in accordance with the above terms.

Unless Fusion92 or the Affiliated Client manages this function, you are responsible for renewing your domain name in accordance with the domain management and hosting provider, which may have automatic annual renewals.

Notwithstanding anything to the contrary, you are, and shall be, solely responsible to verify and ensure the successful renewal of the Core CMS Services you use (whether or not such Core CMS Services are subject to automatic subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any Core CMS Services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any Core CMS Services not being subject to automatic subscription renewals. You acknowledge and agree that you shall not have any claims against Fusion92 in relation to the discontinuation of any Core CMS Services or Third Party Services, for non-renewal.

6.3 Third Party Service Providers.

Fusion92 may engage third-party service providers to perform many of the services related to payment processing, including card processing, disbursements, currency exchange, identity verification, fraud analysis, and regulatory compliance. If Fusion92 receives notice that your activity violates a third party’s service agreement, we may terminate or suspend this Terms of Use and your access to your User Platform. Fusion92 will use all reasonable efforts to provide advance notice of such termination or suspension, an explanation of the cause of the termination or suspension, and whether a cure is applicable and, if curable, reasonable time to cure.

6.4. Chargebacks

A decline, chargeback or other rejection of a charge of any payable Fees due to Fusion92, on your User Account or Client User Account (“Chargeback”), will be considered a breach of your payment obligations hereunder, and your use of the Core CMS Services may be automatically terminated or suspended, provided that Fusion92 will use commercially reasonable efforts to provide a 24 hour notice of a termination or suspension. If a Chargeback is performed, your access to the User Platform may be blocked without the option to re-purchase or re-use it, and any data contained in such User Platform, including any domains, applications and Third Party Services may be subject to cancellation as described in Section 7.2 (below).

Your use of the Core CMS Services will not resume until you re-subscribe for any such Core CMS Services, and pay any applicable Fees in full, including any fees and expenses incurred by Fusion92 and/or any Third Party Services for each Chargeback received (including Fees for Core CMS Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

If you have any questions or concerns regarding a payment made by you to Fusion92, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent the Core CMS Services from being suspended or terminated and the access to your User Platform being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Core CMS Services purchased (and charged-back) by you. We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and received or made use of the Core CMS Services rendered thereafter.

7. Cancellation

7.1. Cancellation by User

You may discontinue to use and request to cancel your access to the User Platform via the Platform and/or any Core CMS Services at any time. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Core CMS Services (“Termination Date”) and your User Platform and associated User Account or Client User Account will be shut down on such date. For monthly subscriptions, if the Termination Date is on or before the 14th day after your monthly billing date, Fusion92 will refund you the pro rata amount of the Fees you paid for the remainder of the applicable monthly billing period. If the Termination Date is on or after the 15th day after your monthly billing date, you will not be entitled to and will not receive a refund for the remaining portion of the applicable monthly period. Cancelled annual subscriptions will be refunded pro rata based off the Termination Date for the calendar year.

Please note that as the cancellation process may take a few days, you should complete and submit your cancellation request at least fourteen days prior to the expiration of the then-current service period in order to avoid an automatic renewal and the associated charges. For more information about canceling the Paid Services you purchased from Fusion92, please call (855) 697-4832.

7.2. Cancellation by Fusion92

Failure to comply with any of the Core CMS Terms or to pay any Fee shall entitle Fusion92, among other things, to suspend (until full payment is made) or terminate your access to the User Platform (or certain features thereof), or suspend or terminate the provision of any related Core CMS Services (e.g., Paid Services) or Third Party Services to you; provided that Fusion92 will use commercially reasonable efforts to provide 10 days notice of suspension or termination for failure to pay fees via our portal. As applicable to Client User Accounts, you acknowledge and agree that your right to access the User Platform is subject to your continued relationship with the Affiliated Client and such Affiliated Client may instruct Fusion92 to suspend or terminate your access to the User Platform. Upon such event, and for monthly subscriptions, Fusion92 shall refund you the pro rata amount of the Fees you paid for your User Platform Subscription from such date of termination until the end of the then-current subscription period if such date of termination is on or before the 14th day after your monthly billing date. In the event your access is suspended or terminated on or after the 15th day after your monthly billing date, you will not be entitled and will not receive a refund for the remaining portion of the applicable monthly billing period. Cancelled annual subscriptions will be refunded pro rata based off the Termination Date for the annual billing period. In no event shall Fusion92 be responsible for any damages or losses you may incur due to the Affiliated Client’s decision to suspend or terminate your access to the User Platform.

7.3. Loss of Data, Content and Capacity

If your access to your User Platform is suspended or terminated or any Core CMS Services or Third Party Services related to your User Platform are canceled (whether at your request or at Fusion92’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Platform, including any User Content, Authorized User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). Fusion92 shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Platform, User Content or Authorized User data. Please also note that additional Fees may apply to re-activation of a User Platform or any Core CMS Services following their suspension or cancellation, as determined by Fusion92 in its sole discretion. Following the termination of your User Platform, Fusion92 reserves the right to delete all data in the normal course of operation. Data cannot be recovered once your User Platform is terminated. Fusion92 may, but shall not be obligated to, retain User Content or Authorized User Data in accordance with industry standards and its confidentiality obligations.

8. Video Services

As part of Core CMS Services delivered after the Effective Date, Fusion92 may provide video services for managing videos on User Platforms ( “Video Services”).Management of Video Services is not currently provided but if such Video Services are offered by Fusion92 at some future date, the Video Services will be subject to the terms hereof.

The use of the video services for your User Platform, may require that you obtain a license to use certain intellectual property from MPEG–LA (the “License”). It is your responsibility to determine whether your activity requires the License and to obtain the License. Information about the License can be obtained from MPEG LA L.L.C.

In addition to these obligations and those set forth in Section 13 of these Terms of Use, and without reference to any liability limitations, you shall fully indemnify, defend and hold harmless, Fusion92, its officers, directors, members, managers, shareholders, employees, affiliates and agents, , from any and all damages and costs, obligations, losses, liabilities debt and expenses (including attorneys’ fees), as accrued, that arise out of or are related to infringement or misuse of any Content, including any video content, and including any breach of, or failure to procure and maintain the applicable Licenses.

9. Third Party Services

The Core CMS Services enable you to engage, connect, further develop and procure certain third-party services, products and tools for enhancing your User Platform and your overall user experience, including domain registrars from which you may purchase a domain name for your User Account, third party applications and widgets offered via the Core CMS Website, third party Licensed Content, media distribution services, third party designers who may assist you with your User Platform, external databases, code packages and other relevant services (collectively, “Third Party Services”). As noted above, Client User Accounts are subject to the Affiliated Client’s instructions and directions, which may include prior written approval of Third Party Services.

You acknowledge and agree that, regardless of the manner in which such Third Party Services may be offered to you, whether bundled or integrated within certain Core CMS Services, offered separately by Fusion92 or persons certified or authorized by Fusion92, connected independently by you or otherwise offered anywhere on the Core CMS Services, Fusion92 acts solely as an intermediary platform between you and such Third Party Services, and does not in any way endorse any such Third Party Services, or is responsible or liable with respect thereto. Fusion92 will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third Party Services. You acknowledge that Third Party Services may require the payment of additional amounts to providers of such Third Party Services.

Any and all use of such Third Party Services shall be solely at your own risk and responsibility and may be subject to such legal and financial terms which govern such Third Party Services. You should review all such terms before engaging with any third party for Third Party Services.

If you use Third Party Services, tools, code, algorithms, databases, products, software or goods while using our Core CMS Services, you declare that you act in compliance with their applicable terms of use.

While we hope to avoid such instances (e.g., if an agent causes the Core CMS Services to error, run slow or otherwise be negatively impacted), Fusion92 may, at any time and at its sole discretion, suspend, disable access to or terminate your access to your User Platform or the Core CMS Services, any Third Party Services – whether or not incorporated with or made part of your User Platform(s) at such time – without any liability to you or to any Authorized Users provided however Fusion92 will use commercially reasonable efforts to advise you of the issue, reasonable details, and whether a remedy exists.

10. Misconduct and Copyrights

10.1. Misconduct and Abuse

When using Core CMS Services, you may be exposed to User Platforms, User Content or Third Party Services from a variety of sources outside of Fusion92’s control, which may be inaccurate, offensive, objectionable or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against Fusion92 with respect thereto.

If you believe a User or any Third Party Services acted inappropriately or otherwise misused any of the Core CMS Services, please immediately report such User or Third Party Service to us by emailing abuse@core.fusion92.com. You agree that your report shall not impose any responsibility or liability upon Fusion92, and that Fusion92 may consider such report and act upon it, refrain from taking any such action or require additional information or documents before doing so, at its sole discretion.

10.2. Copyrights

Fusion92 acts in accordance with its interpretation of the Digital Millennium Copyright Act (“DMCA”). If you believe that your work has been copied or was otherwise used in a way that constitutes copyright infringement, you may notify us of such infringement by emailing abuse@core.fusion92.com, or otherwise provide the following information in writing to our designated Copyright Agent: (a) the contact details of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Fusion92 to locate the material (including URL address); (d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (e) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.

Fusion92’s Copyright Agent can be reached at the following address:

Fusion92

222 Merchandise Mart Plaza Suite 2200, Chicago IL 60654

Attn: Copyright Agent

Telephone Number: 888.550.4864

E-mail: copyright@core.fusion92.com

If Fusion92 receives notice regarding a copyright infringement related to your User Platform or User Content, it may cancel your access to your User Platform or take down or remove any Content in its sole discretion, with or without prior notice to you. In such case, you may file a proper counter-notice in accordance with Section 512 of the DMCA, in which you must include: (a) your full name, address, phone number and physical or electronic signature; (b) identification of the material and its location before removal; (c) a statement under penalty of perjury that the material was removed by mistake or misidentification; (d) your consent to an appropriate judicial body; and (e) any other information required under the relevant provisions of the DMCA. Any notices filed pursuant to this Section 10 may be deemed accepted, applicable and compliant with the DMCA, or not, at Fusion92’s sole reasonable discretion. Fusion92reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein.

11. Disclaimer of Warranties

We provide the Core CMS Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. We specifically do not represent or warrant that the Core CMS Services or any part, feature or Content thereof (a) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your or your Authorized Users’ contemplated activities, devices, operating systems, browsers, software or tools or that they will remain as such at any time, or (b) comply with any laws applicable to you or your Authorized Users including in any jurisdiction in which you operate, or (c) will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any Third Party Services) mentioned on or made available via the Core CMS Services – so please be sure to verify those before using or otherwise engaging them.

Fusion92, in its sole discretion, may, but shall not be obligated to, screen, monitor and/or edit any User Platform and/or User Content, at any time and for any reason, with or without notice.

Notwithstanding anything to the contrary, in no circumstances may Fusion92 be considered as a “publisher” of any User Content or Affiliated Client IP, nor does Fusion92 in any way endorse any User Content or Affiliated Client IP, or assume any liability for any User Content or Affiliated Client IP uploaded, posted, published or made available by any User or any other party on or through the Core CMS Services. Further, Fusion92 shall have no liability for any loss, deletion or damage to User Content or Affiliated Client IP or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing or relying on any User Content or Affiliated Client IP. Furthermore, Fusion92 shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement or any other unlawful or infringing User Content you or any other party may encounter.

You acknowledge that there are risks in using the Core CMS Services or connecting or dealing with any Third Party Services through or in connection with Core CMS Services, and that Fusion92 cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and harm of any kind arising in connection with or resulting from such interactions. Such risks may include, among others, misrepresentation of information about or by Third Party Services or Licensed Content, breach of warranty or contract, violation of rights, and any consequent claims.

Fusion92 does not recommend the use of the Core CMS Services for hosting of personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.

Please note that certain Core CMS Services are currently offered in their BETA version, and undergoing BETA testing. In addition to the aforesaid, you understand and agree that certain Core CMS Services may still contain software bugs, suffer disruptions and not operate as intended or designated. Your use of the Core CMS Services at this BETA stage signifies your agreement to the above and to participate in such Core CMS Services’ BETA testing.

12. Limitation of Liability

To the fullest extent permitted by law in each applicable jurisdiction, Fusion92, its officers, directors, members, managers, shareholders, employees, affiliates and agents shall not be liable to you, your Authorized Users or your Authorized Users for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever or lost profits or lost revenues, including any damages resulting from (a) errors, mistakes, or inaccuracies of or in any content; (b) any personal injury or property damage related to your use of the Core CMS Services; (c) any unauthorized access to or use of our servers and/or any personal information or other information stored therein; (d) any interruption or cessation of transmission to or from the Core CMS Services; (e) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the Core CMS Services; (f) events beyond the reasonable control of Fusion92, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; or (g) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Core CMS Services.

You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Fusion92’s services to you, and such limitations will apply even if Fusion92 has been advised of the possibility of such liabilities.

IN NO EVENT SHALL FUSION92 AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO FUSION92 PURSUANT TO THESE TERMS OF USE IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.

13. Indemnity

You agree to defend, indemnify and hold harmless Fusion92, its officers, directors, members, managers, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (a) your violation of any term of these Terms of Use or any other Core CMS Terms; (b) your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from your User Platform or User Content or your use of the Core CMS Services, including Core CMS Services’ actions for your benefit; or (c) any other type of claim that your User Platform or User Content caused damage to a third party.

14. General

14.1. Changes & Updates

Fusion92 reserves the right to change, update, substitute or suspend any of the Core CMS Services (including the right to terminate, suspend or sunset any of the features thereof, or prices applicable thereto).

You agree that Fusion92 will not be liable to you or to any third party for any modification, suspension or discontinuance of those Core CMS Services (or materials, content or services created, developed or connected by you in connection with the Core CMS Services).

If any such changes involve the payment of additional or higher Fees, we will provide you with60 days notice regarding such additional or higher Fees prior to enabling such specific changes. If you fail or refuse to pay such additional or higher Fees, we may (at our sole discretion) suspend or terminate this Terms of Use and your access to the User Platform.

14.2. Governing Law & Jurisdiction; Class Action Waiver

You expressly acknowledge and agree that Fusion92 shall have the right to enforce these Terms of Use against you.

The Core CMS Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto or to the Core CMS Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the Core CMS Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the State of Illinois, without respect to its conflict of laws principles. Any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located in Chicago, Illinois. Subject to any applicable law, all disputes between you and Fusion92 shall only be resolved on an individual basis and you shall not have the right to bring any claim against Fusion92 as a plaintiff or a member of a class, consolidated or representative actions or any other legal proceedings conducted by a group or by representatives on behalf of others.

Notwithstanding anything to the contrary in this Section 14.2, if you are located in the United States of America, (a) the legal jurisdiction governing all aspects of the payment transaction contemplated herein between you and Fusion92 will be the State of Illinois, without respect to its conflict of laws principles, and (b) any and all claims and disputes related to such payment transaction contemplated herein shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located in Chicago, Illinois.

14.3. Notices

We may provide you with notices in any of the following methods: (a) via the Core CMS Services, including by a banner or pop-up within the Core CMS Website, User Platform; (b) by an e-mail, sent to the e-mail address you provided us; or (c) through any other means, including any phone number or physical address you provided us through your Client User Account. Fusion92’s notice to you will be deemed received and effective within twenty four hours after it was published or sent through any of the foregoing methods unless otherwise indicated in the notice.

14.4. Relationship

The Core CMS Terms, and your use of the Core CMS Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Fusion92 and you.

14.5. Entire Agreement

These Terms of Use, together with the Core CMS Terms and any other legal or fee notices provided to you by Fusion92, shall constitute the entire agreement between you and Fusion92 concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Fusion92 and you, including those made by or between any of our respective representatives, with respect to any of the Core CMS Services. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Fusion92 in entering into any of the Core CMS Terms.

14.6. Assignment

Fusion92 may assign its rights and obligations hereunder and transfer ownership rights and title in the Core CMS Services and Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Fusion92. Any attempted or actual assignment thereof without Fusion92’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section ‎14.6 shall not in itself grant you the right to cancel any Core CMS Services or Third Party Services then in effect.

14.7. Severability & Waivers

If any provision of the Core CMS Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No waiver of any breach or default of any of the Core CMS Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

14.8. Interpretation

Any heading, caption or section title contained herein, and any explanation or summary, is provided only for convenience, and in no way defines or explains any section or provision hereof, or legally binds any of us in any way.

These Terms of Use were written in English and may be translated into other languages for your convenience. If a translated (non-English) version of these Terms of Use conflicts in any way with their English version, the provisions of the English version shall prevail.

14.9. Customer Service Contact

To get in touch with our Customer Service - please send an email message to: support@core.fusion92.com

[1] For clarity, any access and use by an Affiliated Client and its personnel of the Fusion92 platform are governed by the agreement directly entered into between the Affiliated Client and Fusion92 and not these Terms of Use.

Fulfillment Policies

Refund Policy

The monthly subscription for Website Hosting covers the use of the Core CMS platform to provide the website builder, review features, and other website hosting management services. The Core CMS platform is in use for Website Hosting even if the website is not live.

The monthly subscription for Local Listings covers the use of the Core CMS platform to provide the managed Local Listings program services. The Core CMS platform is in use for Local Listings even if the Local Listing is not live.

If you cancel your monthly subscriptions for Website Hosting and Local Listings on or before the 14th day after your monthly billing date, Fusion92 will refund you the pro rata amount of the subscription charge for the remainder of the applicable monthly billing period. If the cancellation date is on or after the 15th day after your monthly billing date, you will not be entitled to and will not receive a refund for the remaining portion of the applicable monthly period. To request a refund for your paid services, please call the Fusion92 Helpdesk at (855) 697-4832.

If you cancel your annual Custom Domain subscription, you will not receive a refund. If you no longer intend to use the Custom Domain as part of the program, you may call (855) 697-4832 to request that the domain is transferred to you for management. You will be responsible to pay for any transfer fees required by your domain registrar or account.

Return Policy

The Website Hosting and Local Listing services are in use when the user has access to the Core CMS platform. The use of these services cannot be returned.

If you wish to no longer use the services, please follow the cancellation procedures and call the Fusion92 Helpdesk at (855) 697-4832.

Cancellation Policy

If you cancel your monthly subscriptions for Website Hosting and Local Listings on or before the 14th day after your monthly billing date, Fusion92 will refund you the pro rata amount of the subscription charge for the remainder of the applicable monthly billing period. If the cancellation date is on or after the 15th day after your monthly billing date, you will not be entitled to and will not receive a refund for the remaining portion of the applicable monthly period. To request a refund for your services, please call the Fusion92 Helpdesk at (855) 697-4832.