Terms and Conditions

THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN FUSEBILL INC. (“FUSEBILL”) AND YOU WHICH GOVERNS USE BY YOU (AND YOUR END USERS) OF FUSEBILL’S MANAGED SUBSCRIPTION BILLING SOFTWARE SERVICE (THE “SERVICE”) WHICH IS MADE AVAILABLE VIA THE WEBSITE WWW.FUSEBILL.COM (THE “WEBSITE”).

THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICE SO YOU SHOULD READ IT CAREFULLY. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT: YOU ARE DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY; AND SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

All Pricing is in USD.

1. SCOPE OF AGREEMENT

The Service that FUSEBILL provides to You is subject to the following terms and conditions of use. FUSEBILL may modify this Agreement at any time by publishing a revised Agreement on the Website and/or sending information regarding the revised Agreement to the last email address on file with FUSEBILL.

(3) day notice period will constitute Your acceptance to be bound by the revised Agreement. You can find the latest version of this Agreement on the Website WWW.FUSEBILL.COM.

The revised Agreement will become effective on the third (3) day following such publication or provision to You, unless You expressly accept the revised Agreement earlier by clicking a box indicating your acceptance. Your express acceptance or Your continued use of the Service after the expiry of the third (3) day notice period will constitute Your acceptance to be bound by the revised Agreement. You can find the latest version of this Agreement on the Website WWW.FUSEBILL.COM.

YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE FUSEBILL WEBSITE TO OBTAIN TIMELY NOTICE OF ANY REVISED AGREEMENTS.

2. THE FUSEBILL SERVICE

2.1 How it Works.

FUSEBILL facilitates invoicing and directs your customers’ transaction payments to Your chosen payment gateway through our user interface or APIs. You are responsible for keeping Your customers’ information and data up to date and FUSEBILL will have no liability to You or Your customers for any issues arising as a result of your failure to ensure that content and information for the Service is accurate or up to date. For greater certainty, You acknowledge and agree that FUSEBILL is neither a payment gateway provider nor a bank, and FUSEBILL will not hold any funds on behalf of You or end users. FUSEBILL AND ITS PARENT(S), SUBSIDIARY(IES), AND AFFILIATE(S), OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, SUPPLIERS, RESELLERS AND/OR DISTRIBUTORS (COLLECTIVELY, THE “FUSEBILL RELATED PARTIES”) ARE NOT LIABLE TO YOU FOR ANY AMOUNTS DUE TO YOU IN RELATION TO ANY TRANSACTION CONDUCTED THROUGH THE PAYMENT GATEWAY.

2.2 Subscription Types.

2.2.1 Trial Subscription.

FUSEBILL offers a free trial of the Service for initial assessment. Please note that trial subscriptions automatically change status and become full subscriptions from the point of first live use of the Service to process a customer transaction or payment.

2.2.2 Full Subscription.

Unless otherwise specified, the Service can be purchased as monthly or annual subscriptions as further detailed in Section 5, PAYMENT TERMS, below.

2.3 Creating an Account.

Whether You wish to access and use the Service on a trial basis or a full subscription, You must register with FUSEBILL by providing the following basic information when creating an account (but not necessarily limited to): name, address, contact person, telephone number, email address.

2.4 Service Integration.

You may choose to integrate FUSEBILL with Your systems. Integration between systems may result in some loss or damage to data. You acknowledge and agree that FUSEBILL will not be responsible for any such loss or damage associated with any integration efforts.

3. SERVICE TERMS

3.1 Service Use Guidelines.

You are only permitted to use the Service as contemplated in this Agreement. You will not: (a) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Service (or any components of it); (b) circumvent any user limits or other use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service or its components; or (d) access the Service in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Service.

3.2 Access to Service Back-end.

You will be provided with login details enabling Service back-end which contains information, statistics and materials relating to Your customers’ transactions and registered details (the “Data”). You will have the ability to monitor in real time and print reports including billing statistics for Your customers. Please note that You are responsible for ensuring the security of your login details and FUSEBILL will in no event be liable to You or to any third party (including Your customers) for unauthorized use or access to the Data through Your user account. You will notify FUSEBILL promptly upon becoming aware of any such unauthorized access or use; and comply with all applicable local, state, provincial, federal and foreign laws in using the Service.

3.3 Data Protection and Storage of Data.

While your account is active, FUSEBILL will maintain the Data within Your FUSEBILL account. FUSEBILL will maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Data in its possession. You acknowledge that FUSEBILL may change its practices and limitations concerning storage of the Data, at any time and that notification of any such changes will be posted on the Website WWW.FUSEBILL.COM. You acknowledge and agree that this feature is provided as a convenience to You only and FUSEBILL and its Affiliates have no responsibility or liability whatsoever for the deletion, loss, disclosure of, or failure to store, any documents and/or other communications maintained or transmitted by the Service. You may retrieve and store copies of the Data at anytime for storage outside of FUSEBILL’s system, and may delete or purge Data from FUSEBILL’s system to remain in compliance with any storage limits. Transaction Data associated with deleted or purged Data may be retained by FUSEBILL indefinitely. Additional storage capacity is available, subject to periodic charges.

3.4 Lawful Purposes.

You will at any and all times meet Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Service in Your country. You will use the Service solely for lawful purposes. In this respect You may not, without limitation (i) use the Service to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete or damage the FUSEBILL system, (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system (including the FUSEBILL system) or Internet connection of FUSEBILL or any third party. YOU AGREE TO INDEMNIFY AND HOLD FUSEBILL AND THE FUSEBILL RELATED PARTIES HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, JUDGMENTS, EXPENSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES AND EXPENSES) ARISING OUT OF YOUR OR YOUR CUSTOMER’S USE OF THE SERVICE, YOUR VIOLATION OF THIS AGREEMENT, AND THE DELIVERY OF ANY OF YOUR MESSAGES AND DOCUMENTS USING THE SERVICE, OR THE INFRINGEMENT OF ANY TRADEMARK OR COPYRIGHT BY YOU.

3.5 Unsolicited information & Opt-Outs.

The Service may include the provision of communications on behalf of You to Your customers. It is Your responsibility to provide Your customers with the ability to opt-out of communications provided by FUSEBILL on Your behalf. It is also Your responsibility to inform FUSEBILL promptly if any of Your customers opt-out of receiving communications. Your failure to comply with these responsibilities is prohibited and is a material violation of this Agreement. FUSEBILL and the FUSEBILL Related Parties will have no liability whatsoever for any breach of this obligation by You.

4. PROPRIETARY RIGHTS

4.1 Exclusive Ownership.

Any and all intellectual property rights to or arising from the software and technology underlying the Service (including any copies, corrections, bug fixes, enhancements, modifictions or new versions thereof) (“FUSEBILL IP”) are and will remain the exclusive property of FUSEBILL and its licensors. Nothing in this Agreement intends to transfer any such IP rights to, or to vest any such intellectual property rights in You. You are only entitled to the limited use of the intellectual property rights granted to You in this Agreement. You may not copy, modify or reverse engineer any part of the Service owned by FUSEBILL or otherwise interfere with FUSEBILL IP. Any unauthorized use of FUSEBILL IP is a violation of this Agreement as well as a violation of intellectual property laws and treaties including, without limitation, copyright laws and trademark laws. All title and intellectual property rights in and to any third party content that is not contained in the Service, but may be accessed through use of the Service, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. You acknowledge and agree that only FUSEBILL will have the right to maintain, enhance or otherwise modify the Service and any parts thereof.

4.2 End User Data.

As between You and FUSEBILL, You own the Data. You hereby grant (and warrant that You have the right to grant) to FUSEBILL, its affiliates, employees, agents, subcontractors, suppliers, resellers and/or distributors, the right and license to access and use the Data to the extent necessary to perform the Service as contemplated by this Agreement.

4.3 Confidentiality; Privacy.

FUSEBILL is committed to respecting Your privacy and the confidentiality of Your personal data and that of Your customers. FUSEBILL holds personal information in accordance with the terms of its Privacy Policy which You should read carefully.

4.4 Suggestions.

FUSEBILL will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the Service (or other product offerings) any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Service.

5. PAYMENT TERMS

5.1 Charges.

5.1.1. Activation, Subscription and Usage Fees.

You agree to pay all activiation fees, subscription and usage fees, any administrative charges pursuant to Section 5.2 and, applicable, taxes (collectively, “Charges”) for Your use of the Service in the currency in which billed and according to the payment plan applicable to Your Service and in effect for Your country of residence.

5.1.2. Access.

Your access to and use of the Service is subject to Your payment of the Charges set out in the pricing plan selected by You during the registration process or as set out in a written quote (as applicable).

5.1.3. Timing of Charges for Full Subscription.

Activation fees are payable on registration. Subscription fees and applicable taxes, are payable, either monthly or annually (according to Your selection during the registration process), in advance. Usage fees are charged as and when such fees are incurred or by accumulating such fees (in FUSEBILL’s sole discretion) in accordance with applicable usage rates.

5.1.4. Failure to Use Account.

Failure to use Your account will not be deemed a basis for refusing to pay any Charges submitted by FUSEBILL in accordance with this Agreement.

5.1.5. Charges Applicable to Trial Subscription.

If You subscribed for Service pursuant to a trial subscription, Your activation fee and an initial subscription fee, either monthly or annually (according to Your selection during the registration process), will be PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT (meaning the amounts pre-authorized will not be considered available credit or debit funds in such account) and will be immediately charged to Your credit or debit card, without further authorization from You, upon the expiration of the free trial period, unless You provide prior written notice (in accordance with FUSEBILL’s verification procedures, as may be established by FUSEBILL from time to time in its sole discretion) that You have terminated this authorization. Such notice will not affect Charges submitted before FUSEBILL reasonably could act on Your notice.

5.1.6. Payment Terms.

Unless otherwise stated, all invoiced amounts are due upon receipt and are non-refundable.

5.1.7. Update Payment Information.

You will:
(i) Keep the billing, credit card and payment information You provide to FUSEBILL (including name, credit card number and expiry date, mailing address, email address and telephone number) accurate and up to date; otherwise, FUSEBILL may suspend the Service;
(ii) Promptly advise FUSEBILL if Your credit card information changes due to loss, theft, cancellation or otherwise and be responsible for any Charges submitted before FUSEBILL could reasonably act on Your notice; and
(iii) Be liable for Your failure to pay any Charges billed to You by FUSEBILL caused by Your failure to provide FUSEBILL with up to date billing information.

5.1.8 Invoice Inquiries.

If You have any questions regarding any Charges that have been applied to Your account, You must contact FUSEBILL Support at support@FUSEBILL.com within thirty (30) days of the charge date.

5.2 Processing Costs.

To offset its additional processing costs, FUSEBILL may bill You for administrative charges as set from time to time for administrative or account activities including: collection efforts due to non-payment or having a balance over Your credit limit (if applicable); returned or rejected payments. All administrative charges charged to You will be indicated to You on Your invoice or receipt and You will pay all such charges within thirty (30) days of the charge date.

5.3 Taxes.

All Charges are exclusive of value added (“VAT”), sales or other taxes, except as required by law. If You are a Canadian resident, You will be charged H.S.T, G.S.T. and/or P.S.T., as applicable. If you reside outside of Canada, Your place of residency will be deemed not be Canada unless FUSEBILL is notified otherwise. It is your responsibility to inform FUSEBILL if your residency changes and to provide a mailing address and proof of residency. Non-Canadian residents will be deemed not to have registered for G.S.T. unless FUSEBILL is notified otherwise.

5.4 Changes to the Service and Charges.

FUSEBILL may change the Service (or any aspect thereof) or Charges (including one-time Charges) at any time upon reasonable notice to You by posting the change on the Website WWW.FUSEBILL.COM, by sending notice via an email to the email address You provide on registration, by including a message on Your invoice, in writing, or by any other notice method likely to come to Your attention. If You do not accept the change, Your sole recourse is to terminate the Service. Your continued access to and use of the Service after the change has come into effect constitutes Your acceptance of the change and You acknowledge and agree that (i) You will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) You will continue to be responsible to pay for the Service unless You terminate in accordance with Section 6.2.

5.5 Service Renewal Charges.

Monthly or annual subscriptions will automatically renew and the relevant fees will be processed and charged to You unless You notify FUSEBILL [in writing] at least thirty (30) days in advance of the anniversary of a renewal period that You want to discontinue the Service.

5.6 Pre-authorized Payment.

By providing a credit card to FUSEBILL as part of your account set-up for Your monthly or annual pre-authorized payments, You authorize FUSEBILL to charge Your credit card for all outstanding Charges and outstanding account balances due under the Agreement, and this constitutes FUSEBILL’s good and sufficient authority for so doing. If Your pre-authorized payment fails, FUSEBILL may immediately deactivate Your account without notice to You and collect Fees owing using other collection mechanisms. You are solely responsible for all Charges incurred under Your account by You or third-parties.

6. TERM AND TERMINATION

6.1 Term.

This Agreement will be effective as of the date You register for the Service and will remain effective until terminated by either party as set forth below.

6.2 Termination by You.

If You are dissatisfied with the Service or any policy or practice of FUSEBILL in operating the Service, You may contact FUSEBILL at support@FUSEBILL.com to terminate the Service. Termination is effective immediately from the date You contact FUSEBILL (“Termination Date”). Termination of the Service will not entitle You to a refund for any amounts prepaid for the Service. You are responsible for downloading all Data prior to termination of the account.

6.3 Service Suspension or Termination by FUSEBILL.

Without limiting other remedies, FUSEBILL may limit, suspend or terminate this Agreement and Your use of the Service (and all FUSEBILL IP), prohibit access to the Website and delete Your user account and/or user ID, with immediate effect, if any outstanding invoice is more than 10 days past due, or if FUSEBILL thinks that You are (i) in breach of this Agreement, (ii) creating legal liabilities (actual or potential), (iii) acting inconsistently with respect to any FUSEBILL policies, (iv) engaging in fraudulent or illegal activities. FUSEBILL will effect such termination by providing notice to You in writing and/or by preventing Your access to Your account. FUSEBILL reserves the right to cancel user accounts that have been inactive for more than one (1) year.

6.4 Effect of Termination.

FUSEBILL and the FUSEBILL Related Parties will not be liable in respect of any damage caused by the termination of this Agreement. Upon termination of this Agreement, the Service (and access to FUSEBILL’s system) will terminate. Termination of this Agreement will not relieve You of any obligation to pay any accrued Charges and FUSEBILL will submit a final invoice in respect of unpaid Charges (if applicable). FUSEBILL will delete any personal information of Your customers/end users within 90 days of termination.

7. SUPPORT SERVICES

7.1 Service Levels.

FUSEBILL will use commercially reasonable efforts to keep the Service operational on a 24/7 basis except for (i) planned downtime or any unavailability caused by circumstances beyond FUSEBILL’s reasonable control including, but not limited to, Acts of God such as flood, fire, earthquakes, Internet service provider failures or delays or availability issues (including downtime or service outages) of Your payment gateway service provider.

7.2 Support Named Contacts.

FUSEBILL customer service and technical support are provided to FUSEBILL customers only. For the avoidance of doubt, You will be responsible for providing first line support to Your customers/end users. You must provide us with the name and contact information for a named contact(s) who will be the user(s) authorized to use the purchased Service and to access support services. The named contact(s) within the company or organization may be changed if necessary but must be entitled to make decisions on behalf of You or Your enterprise.

8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABLITY

8.1 NO WARRANTIES.

THE SERVICE IS PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE SERVICE. FUSEBILL DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, INTEGRITY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. FUSEBILL FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES FUSEBILL WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. IN PARTICULAR YOU ACKNOWLEDGE THAT, IN USING THE SERVICE, SENSITIVE CONFIDENTIAL AND/OR PROPRIETARY INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRACTRUCTURES WHICH FUSEBILL HAS NO CONTROL OVER AND FOR WHICH FUSEBILL WILL BEAR NO LIABILITY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING, BUT NOT LIMITED TO, MARKETING LITERATURE OR COLLATERAL OR STATEMENTS REGARDING PERFORMANCE OF THE SERVICE BY FUSEBILL WHICH IS NOT CONTAINED IN THIS SECTION WILL BE CONSIDERED TO BE A WARRANTY OR REPRESENTATION AND SHOULD NOT BE RELIED UPON AND IS NOT BINDING UPON FUSEBILL. FUSEBILL DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES.

8.2 LIMITATION OF LIABILITY

8.2.1.1

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER FUSEBILL NOR ANY FUSEBILL RELATED PARTIES WILL HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ENTITY, ARISING UNDER OR OUTSIDE THIS AGREEMENT AND/OR RELATED TO THE SERVICE PROVIDED TO YOU BY FUSEBILL (INCLUDING ANY FUSEBILL RELATED PARTIES), FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, BUSINESS OR SERVICE INTERRUPTION, REPLACEMENT OR RECOVERY COSTS, FAILURE OF THE INTERNE OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF FUSEBILL (INCLUDING ANY FUSEBILL RELATED PARTIES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.

8.2.1.2

IN THE EVENT APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS AND/OR SUCH EXCLUSIONS TO BE COMPLETELY DISCLAIMED, THESE LIMITATIONS AND/OR EXCLUSIONS WILL BE INTERPRETED AS NECESSARY TO GIVE FUSEBILL (INCLUDING THE FUSEBILL RELATED PARTIES) THE MAXIMUM BENEFIT OF ANY DISCLAIMER, LIMITATION AND/OR EXCLUSION AS PERMITTED BY APPLICABLE LAW.

8.2.1.3

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF FUSEBILL (INCLUDING THE FUSEBILL RELATED PARTIES), WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, TO YOU OR TO ANY OTHER PERSON OR ENTITY ARISING UNDER OR OUTSIDE THIS AGREEMENT AND/OR RELATED TO THE SERVICE PROVIDED TO YOU BY FUSEBILL (INCLUDING ANY FUSEBILL RELATED PARTIES) EXCEED THE FEES PAID BY YOU FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

8.3

THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY IN THIS SECTION 8 CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT, BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER FUSEBILL NOR ANY OF THE FUSEBILL RELATED PARTIES WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICE IS TO IMMEDIATELY CEASE USE OF THE SAME.

8.4

NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE ACTION ACCRUED, OR, IN THE EVENT A MANDATORY STATUTORY LIMITATION PERIOD IN EXCESS OF ONE YEAR APPLIES IN A PARTICULAR JURISDICTION, THE MINIMUM PERIOD ALLOWED BY LAW IN THAT JURISDICTION.

9. INDEMNIFICATION

9.1 Customer Indemnity.

YOU AGREE ON DEMAND TO INDEMNIFY, DEFEND AND HOLD FUSEBILL AND THE FUSEBILL RELATED PARTIES, HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE SERVICE OR ANY FUSEBILL IP.

10. MISCELLANEOUS

10.1 Entire Agreement.

The terms and conditions of this Agreement constitute the entire agreement between You and FUSEBILL with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

10.2 Severability.

Should any term or provision hereof be deemed invalid, void or un-enforceable either in its entirety or in a particular application, the remainder of this Agreement will remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement.

10.3 No Waiver.

If FUSEBILL does not take action against any breaches of this Agreement, it does not mean that it waives its right to enforce the same at a later time.

10.4 Assignment.

You may assign this Agreement provided You provide FUSEBILL with fifteen (15) business days prior written notice of any proposed assignment and financial information satisfactory to FUSEBILL, acting reasonably, confirming the proposed assignee’s creditworthiness.

10.5 Applicable Law and Venue.

This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of Your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of Ontario, Canada. Each party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement, except where required by law.

10.6 Survival.

The provisions of this Agreement which, by their nature extend beyond termination of the Agreement, will survive including, but not limited to, any exclusion or limitation of FUSEBILL’s (including the FUSEBILL Related Parties) liability specified in this Agreement and any indemnification by You.
Last revised: November 12, 2011