Last updated: 6 September 2023
We may use third party products when providing our Products, including integrating such third party products into our Products (Third Party Products), subject to the following.
You indemnify us and our directors, officers, employees, affiliates, agents, contractors, principals, or licensors (our indemnified parties) from and against any Loss suffered or incurred by our indemnified parties as an indirect or direct result of your:
Account(s) means any account(s) set up by you or us through which you and your Users access and use the Products.
Change of Control means a change in the Control of the Customer where Control is acquired directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of Customer’s assets and/or voting equity shares are acquired by another entity or Customer is merged with or into another entity to form a new entity.
Confidential Information means confidential, proprietary and commercially sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:
but does not include information, which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.
Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.
Consumer Law means the provisions of Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Part XI or under a law of a State or Territory of Australia, or any similar laws which may apply to this agreement.
Control has the meaning given to that term in the Corporations Act 2001 (Cth).
Customer Content means Customer Data, as well as all content provided by you to Fusion or input by you, your Users, agents, nominees, and contractors into a Product in order for Fusion to provide the Products, including text, copy, images, data, graphics, or multimedia content.
Customer Data means all information, data, materials and Personal Information and other content that you provide to us and/or input into a Product.
Data Processing Agreement means Fusion’s "Data Processing Agreement", as updated from time to time by Fusion.
Fees means the fees payable for the Products, as set out in your Order Form and/or varied in accordance with these Subscription Terms.
Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority (including public health orders), which:
Guarantor means the guarantor of this agreement as set out in the Order Form.
Initial Term means the initial term you purchase the Products for, as set out in your Order Form.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
Losses means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.
Order Form means your order form issued by us and that sets out the details of your purchase of Products from us.
Non-Renewing Licence - is set out in the Order Form.
Payment Method means a nominated credit or debit card which we will debit, or an invoice which we will issue you, for the applicable Fees in accordance with the Payment Terms as set out in your Order Form.
Payment Term means the timing of payments for Fees set out in the Order Form, and which is always in advance (eg monthly, quarterly, biannually, or annually in advance). All invoices issued must be paid within 7 days of the date of the invoice. If you have otherwise nominated a credit or debit card, we will automatically charge the Fees to your card on the relevant due date.
Personal Information has the meaning given to in applicable Privacy Laws.
Privacy Laws means any laws, codes and regulations applicable to the collection, use, disclosure and/or processing of Personal Information under this agreement, including the Privacy Act 1988 (Cth) and and/or any other equivalent or similar legislation as applicable in any relevant jurisdiction.
Product(s) means Fusion products (eg AMS Pro, AM Service, TIP and AMS ME) and services (such as training services) as set out in your Order Form and/or otherwise added in accordance with clause 2.5.
Renewal Term is as set out in your Order Form.
Service Level Agreement means Fusion’s "Service Level Agreement", as updated from time to time by Fusion.
Service Levels means the support and service levels set out in the Service Level Agreement.
Subscription means the licence we give you, subject to your payment of the Fees, to use our Products during the Term.
Subscription Terms means these terms that govern your purchase of a Subscription to the Products and related services, which is incorporated into every Order Form.
Taxes has the meaning given to that term in clause 4.5.
Term means the Trial Period, Initial Term, and each applicable Renewal Term.
Third Party Products has the meaning given to that term in clause 8.
Users means your employees, agents, contractors, representatives, and any other persons, entities or other third parties who are authorised, enabled or instructed by you to access and use the Products on your behalf, whether or not they have been supplied with a user email address and password by you, or us at your request.