Terms & Conditions

FuseReview Terms and Conditions

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Use of FuseReview’s (“we,” “our,” “Agency,” or “us”) Website, https://www.fusereview.com, and its Services is subject to the present Terms and Conditions (“Agreement”). By navigating within the Website or clicking on any object on the Website, you agree to this Agreement. We reserve the right to modify the Agreement as needed, and we will make a reasonable effort to notify you of any changes that may affect you. You can review the Agreement at any time by clicking on the “Terms and Conditions” link at the bottom of this Website.

The purpose of this Agreement is to establish the terms and conditions governing the provision of automated review management, reputation enhancement, and marketing services by FuseReview to the Client. Any services rendered by us for the Client will be documented in writing, approved by both parties, and considered as an amendment to this Agreement. This includes all Statements of Work (SOWs) and Order Forms.

Services & Responsibilities

The Client agrees to provide FuseReview with the necessary information required for each SOW within the specified time frame. FuseReview will perform services according to the scope outlined in each agreed-upon SOW. In connection with the services provided by FuseReview ("Services"), the Client authorizes FuseReview to use their trade names, service names, and marks, ensuring that any relevant third-party licensing is properly secured.

Payment Terms & Invoicing

The Client shall make payments to FuseReview according to the terms specified in the relevant SOW. Any changes to the scope of Services must be agreed upon by both parties in writing, through an amended SOW. Such amendments must outline the changes, define the Services, and establish updated pricing and payment terms. FuseReview shall invoice the Client for the amounts owed for the rendered Services. Each invoice will include a detailed calculation of the total amount due and shall be treated as confidential information.

The Client must pay all invoices within seven (7) days of receipt. Any disputes regarding an invoice must be documented in writing and submitted to FuseReview within the same seven (7) day period, specifying the disputed amount and the reason for the dispute. Overdue amounts under this Agreement shall accrue interest at a rate of twenty percent (20%) per annum or the maximum rate permitted by law, whichever is lower.

Non-Refundable Payments

The Client acknowledges and agrees that all payments made to FuseReview are non-refundable unless otherwise stated in a specific SOW or as outlined under special terms agreed by both parties.

Method of Payment

The Client shall make all payments to FuseReview via cheque, credit card, ACH, or any other form of payment that FuseReview may permit. Payments made via credit or debit card are subject to a convenience fee, calculated based on the total net amount charged. In the case of ACH payments, no payment shall be considered complete until the electronic debit has been confirmed by FuseReview's banking institution.

Suspension of Services

If payment is not received within thirty (30) days, FuseReview may suspend services and withhold any deliverables, including access to any platforms, tools, or materials under FuseReview’s management, until the full payment is received. The Client will also be responsible for any collection costs, including legal fees, incurred by FuseReview in relation to overdue amounts.

Taxes

The Client agrees to pay and indemnify FuseReview and any service providers for all applicable taxes, including sales, use, excise, VAT, or similar fees, except for taxes related to the income of FuseReview. If such taxes are assessed during the course of an audit or governmental ruling, the Client shall bear responsibility for the amount due.

Proprietary Rights & Work Product

All proprietary rights to the Work Product developed during the performance of this Agreement belong to FuseReview. The term "Work Product" refers to all concepts, data, frameworks, designs, reports, and tools created in the course of fulfilling the Agreement. FuseReview retains proprietary rights in all code, graphics, and libraries used or developed for the Client, unless otherwise specified in writing.

However, the Client shall hold ownership of all content and materials provided to FuseReview ("Client Content"). FuseReview shall use this content solely for the purposes outlined in this Agreement. The Client grants FuseReview and its successors a non-exclusive license to use and display developed graphics and materials for promotional purposes, including demonstrations and case studies.

Confidentiality

Both FuseReview and the Client agree to keep all confidential information shared between them private. No party shall disclose confidential data to any third party without prior consent unless required for the performance of this Agreement. Both parties agree to exercise reasonable care in protecting their own and each other's confidential information.

Warranties & Limitation of Liability

FuseReview warrants that the Services provided will be rendered with commercially reasonable efforts. However, all other warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed. The Client acknowledges that FuseReview shall not be liable for any indirect, incidental, or consequential damages, including but not limited to lost profits, data loss, or business interruption. FuseReview's liability, under any circumstance, is limited to the amount paid by the Client under this Agreement.

Indemnification

The Client agrees to indemnify and hold FuseReview harmless from any liabilities, claims, or damages arising from the Client's breach of this Agreement, including unauthorized use of third-party content or intellectual property.

Termination

This Agreement will commence upon the execution of an Order Form and remain in effect unless terminated by either party. FuseReview reserves the right to terminate this Agreement with fifteen (15) days' written notice. Either party may terminate the Agreement for a material breach, with thirty (30) days' written notice to the breaching party. Upon termination, the Client shall pay all final invoices submitted by FuseReview in accordance with the terms of this Agreement. FuseReview reserves the right to retain ownership of all Work Product until all outstanding balances are settled.

Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond their control, such as acts of God, government actions, strikes, or other uncontrollable events. If a force majeure event extends beyond seventy-two (72) hours, either party may terminate this Agreement with written notice. Payment obligations for services already rendered shall remain unaffected.

Dispute Resolution & Governing Law

This Agreement shall be governed by the laws of the State of Delaware. Any disputes arising from the Agreement shall be adjudicated in the state courts of Delaware, and both parties agree to submit to this exclusive jurisdiction. In the event of a legal dispute, the prevailing party shall be entitled to recover reasonable legal fees and associated costs.

General Provisions

Both parties represent and warrant that they are properly organized and in good standing and have the authority to enter into this Agreement. All communications required under this Agreement must be made in writing and delivered by email or postal mail. The failure to enforce a provision does not waive the right to enforce it later.

Entire Agreement

This Agreement, along with any SOWs, Order Forms, and referenced addendums, constitutes the complete understanding between the parties concerning the subject matter. This Agreement supersedes all prior or related agreements unless otherwise specified. Any changes to this Agreement must be made in writing and agreed upon by both parties.