Terms & Conditions for Fuse Forge Services
Welcome to Fuse Forge. These Terms and Conditions ("Terms") govern your access to and use of services provided by Fuse Forge, including but not limited to Fusebox platform implementation, custom API development, enterprise system integration, data migration, cloud infrastructure management, technical support and maintenance, and legacy system modernization. By accessing or using our services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree with any part of these Terms, you may not use our services.
1. Acceptance of Terms
By engaging Fuse Forge for software development, integration, or related services, you signify your unreserved acceptance of these Terms. These Terms constitute a legally binding agreement between you and Fuse Forge.
2. Services Provided
Fuse Forge offers a comprehensive suite of software development and integration services, which may include the following:
- Fusebox platform implementation and customization.
- Custom API design, development, and integration.
- Enterprise system integration, including ERP, CRM, and other business applications.
- Data migration strategies and execution.
- Cloud infrastructure consultation and management.
- Ongoing technical support and maintenance for developed solutions.
- Legacy system modernization services.
Specific services, deliverables, timelines, and fees will be detailed in a separate Statement of Work (SOW) or project agreement.
3. Client Responsibilities
The client agrees to:
- Provide timely and accurate information, documentation, and access to necessary systems and personnel required for the performance of services by Fuse Forge.
- Appoint a primary contact person to ensure efficient communication and decision-making.
- Review and provide feedback or approvals on deliverables within the agreed-upon timelines.
- Ensure that all provided data and content comply with applicable laws and regulations and do not infringe on any third-party rights.
4. Intellectual Property
Unless otherwise specified in a SOW:
- Client IP: All intellectual property rights in any data, content, or materials provided by the client to Fuse Forge remain the property of the client.
- Fuse Forge IP: Fuse Forge retains all intellectual property rights in its pre-existing tools, methodologies, frameworks, and generic code components utilized in providing the services.
- Project Deliverables: Upon full payment for the services, the client shall own the intellectual property rights in the custom deliverables explicitly created for the client as part of the services, excluding any Fuse Forge IP incorporated therein. Fuse Forge grants the client a perpetual, non-exclusive, worldwide license to use such incorporated Fuse Forge IP for the operation of the deliverables.
5. Payment Terms
Payment terms, including invoicing schedules, currency, and accepted payment methods, will be detailed in the respective SOW or project agreement. Unless otherwise agreed:
- Invoices are due net 30 days from the invoice date.
- Overdue payments may be subject to interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
- Fuse Forge reserves the right to suspend services if payments are not received in a timely manner.
6. Confidentiality
Both parties agree to treat all non-public information exchanged during the course of the engagement as confidential. This includes, but is not limited to, business plans, technical specifications, proprietary technologies, and client data. Neither party shall disclose, reproduce, or use such confidential information for any purpose other than as necessary to fulfill its obligations under these Terms or an explicit SOW. Exceptions apply to information that is publicly known, independently developed, or required to be disclosed by law.
7. Warranties and Disclaimers
Fuse Forge warrants that its services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, FUSE FORGE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FUSE FORGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FUSE FORGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT FUSE FORGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FUSE FORGE'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO FUSE FORGE FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Termination
Either party may terminate a specific SOW or project agreement for material breach if the breach remains uncured for 30 days after receiving written notice of such breach from the non-breaching party.
Upon termination, the client shall pay for all services rendered and expenses incurred up to the date of termination. Provisions relating to intellectual property, confidentiality, warranties, limitation of liability, and governing law shall survive termination.
10. Governing Law and Jurisdiction
These Terms and any disputes arising out of or related thereto shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles. The parties agree that the exclusive jurisdiction for any dispute, claim, or controversy arising out of or relating to these Terms shall be the state and federal courts located in San Francisco, California.
11. Changes to Terms
Fuse Forge reserves the right to modify or replace these Terms at any time. We will provide notice of significant changes by posting the new Terms on our site or by notifying you directly. Your continued use of the services after any such changes constitutes your acceptance of the new Terms.
12. Contact Information
If you have any questions about these Terms, please contact us at:
Fuse Forge
315 Market Street, Suite 600,
San Francisco, CA, 94107, USA