Thank you for using Fusionware Web Applications. By accessing or using the Fusionware website, Fusionware mobile clients, Fusionware software or other applications provided through or in connection with this Service, you acknowledge that you have read, understand and agree to be bound by this Terms of Service Agreement (“Agreement”). Fusionware reserves the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement online and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”). BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services if You are a direct competitor of Fusionware, except with prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. Use of Service

Fusionware is a Service that facilitates Sales, Production, and Transportation Management for individuals who join a Fusionware network (“Network”). Networks have agreed upon pricing strategies and shall have one or more individuals (the “Network Administrators”) who are responsible for overseeing the use of, and monitoring the content posted to, such Network by Users, as appointed by owners of the Network (“Network Owners”). You will need to register with Fusionware and create a “Member” account. Your account gives you access to the Service. Network Administrators have certain administrative and managerial powers over their applicable Network and Users on the Site, including, without limitation, the ability to remove Users (and thus prohibit Users from using the Services), edit permission, and add Users. The Network Administrator is solely responsible to delete users who should no longer have access to the Network (e.g. who are employed by the company owning the Network). Authorized representatives of the Network Owner may request that Fusionware shut-down a Network and the Users’ access to the Service at any time.

2. Prohibited Use

You may use Fusionware only as a tool within your business or your organization and you shall not: (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) copy, distribute, or disclose any part of the Service in any medium; (iii) alter or modify the Service in any way without the prior written consent of Fusionware; (iv) reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Service; (v) interfere with, or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Service; (vi) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Service; (viii) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity, or misrepresent the source or content of information transmitted through the Service; (ix) use the Service or the Fusionware website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Fusionware website; (x) bypass the measures we may use to prevent or restrict access to the Service; (xi) use any robot, spider, scraper, script, or other automated technology to access the Service for any purpose without our express written permission; (xii) gain unauthorized access to the Service, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining; and (xiii) collect or harvest any personally identifiable information, including account names, from the Service.

3. Account Information and Data

3.1 User Accounts.

To use the Service, you will have to register and create an account (“User Account”). You may not use another User’s account without permission. When creating your account for the Service, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password), you agree to immediately notify Fusionware. You may be liable for the losses incurred by Fusionware or others due to any unauthorized useof your account.

3.2 Customer Communication and Notice.

By providing Fusionware your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by User Settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. You may not opt out of Service-related e-mails.

3.3 System Access.

You may choose to allow Fusionware to automatically retrieve data from your system(s) account on your behalf. You hereby represent and warrant that you have the permission, authority, and rights to allow Fusionware to so automatically access such system(s) and you hereby grant Fusionware permission to access your system(s) and retrieve information there from by indicating the same within your Service User Account. Fusionware disclaims any and all liability associated with accessing and retrieving information from your system(s) on your or your Subscribing Organization’s behalf.

3.4 Account Information.

You acknowledge and agree that Fusionware may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of this Agreement; (c) respond to claims that any information provided by you violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Fusionware, its users, or the public.

4. User Responsibilities

You are responsible for all activities occurring under your User Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You are solely responsible for your interactions with other Fusionware Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Fusionware shall have no liability for your interactions with other Users, or for any User’s action or inaction.

5. User Content

The Service allows Users to post feedback, comments, questions, data, and other information (“Content”). You are responsible for your Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service. You assign all intellectual property rights in the Content to the Network Owner (e.g. your employer if your employer has purchased the Network in which you participate) and acknowledge and agree that the Content are the property of the Network Owner. For unclaimed networks, all such User Content is owned by the User who posted it to the Service. In either case, Fusionware does not have, nor does it claim, any ownership rights in any User Content. You and the Network Owner grant Fusionware a license to use, display, distribute and exploit your Content solely to run the Network; provided, that Fusionware will use such Content as provided herein or in Fusionware privacy policy or as may be required by law. Users may delete their own Content from the Network, so long as they are a User of that Network unless prohibited by network administrators. Network Administrators may delete the Content of one or more Users in their Network. You represent and warrant that: (i) prior to assignment to the Network Owner, you own all intellectual property rights in all of the Content posted by you on or through this Site, and (ii) the posting of your Content on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content posted by you to or through this Site. When submitting Content to or otherwise using this Site and/or the Service, you agree not to, without limitation:

• • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• • Use racially, ethnically, or otherwise offensive language.
• • Discuss or incite illegal activity.
• • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• • Post anything that exploits children or minors or that depicts cruelty to animals.
• • Post any copyrighted or trademarked materials without the express permission from the owner.
• • Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
• • Use any robot, spider, scraper or other automated means to access the Site.
• • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• • Alter the opinions or comments posted by others on this Site.
• • Harvest any personally identifiable information.

This list of prohibitions provides examples and is not complete or exclusive. Fusionware and the Network Administrator reserve the right to (a) terminate your access to your account, your ability to post to this Site (or the Service) and (b) refuse, delete or remove any Content; with or without cause and with or without notice, for any reason, or for any action that Fusionware or the Network Administrator determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Service. Fusionware or Network Administrator may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Fusionware’s or Network Hosting Company’s discretion, Fusionware and/or Network Hosting Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

6. Confidentiality

6.1 Definition of Confidential Information.

As used herein, ” Confidential Information” means all confidential information disclosed by a party (” Disclosing Party”) to the other party (” Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

6.2 Protection of Confidential Information.

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

6.3 Protection of Your Data.

Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

6.4 Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. Intellectual Property Ownership

Except for your Content, the Site, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Fusionware Content”), and all intellectual property rights related thereto, are the exclusive property of Fusionware and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Fusionware Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

8. Term and Termination

This Agreement is effective until terminated. You agree that Fusionware, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Fusionware. In addition, Fusionware reserves the right to discontinue any aspect of the Service at any time, including the right to discontinue the display of any Information. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Fusionware will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Fusionware may have at law or in equity.

9. Modification of the Terms

Fusionware reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. You agree to review this Agreement periodically for changes. Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes. If any such revision is unacceptable to you, your only remedy is to terminate your Fusionware User Account. For any material changes to this Agreement, such amended terms will automatically be effective thirty days after they are initially posted on the Service.

10. Eligibility

The Service is not available to persons under 13 years of age or to any Users previously suspended or removed from the Service by Fusionware. Fusionware may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13. By clicking the “I Agree” button or by otherwise subscribing to or using the Service you represent that you are at least 13 years of age.

11. Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You understand that Internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide personal or sensitive information in order to use the Service, and that you provide any personal or sensitive information at your own risk.

12. Electronic Communication

You acknowledge that you are solely responsible for the use of electronic mail in connection with the Service. You represent and warrant that you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your use of the Service.

13. Indemnity

You agree to defend, indemnify and hold harmless Fusionware and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

14. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FUSIONWARE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

15. Limitation of Liability

FUSIONWARE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS, THIRD PARTY CONTENT OR CONTENT TO OR FROM THIS SITE. IN NO EVENT SHALL FUSIONWARE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF FUSIONWARE KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. The Service is controlled and operated from its facilities in the United States. Fusionware makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.

16. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Fusionware without restriction.

17. Governing Law.

This Agreement shall be governed by the internal substantive laws of the State of Idaho, without respect to its conflict of laws principles. Any claim or dispute between you and Fusionware that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Idaho.

18. Notification Procedures.

Fusionware may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Fusionware in our sole discretion. Fusionware reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.

19. Entire Agreement/Severability.

This Agreement, together with any other legal notices and agreements published by Fusionware via the Service, shall constitute the entire agreement between you and Fusionware concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

20. No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Fusionware’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.