Terms and Conditions

1. Terms And Acceptance

By accessing and using this website (the “Site”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use between ON THE FUZE and you, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. You are prohibited from using or accessing this site if you do not agree with any of these terms. The materials contained in this website are protected by applicable copyright and trademark law.

This Site is controlled and operated by GSX PARIS GROUP PTY LTD, trading as ON THE FUZE. ON THE FUZE makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside Australia are responsible for compliance with all applicable laws.

2. Ip Ownership; use license

The material provided on this Site is protected by law, including, without limitation, Australian law. The copyright in all material provided on this Site is held by ON THE FUZE. Except as expressly permitted by ON THE FUZE, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means without the prior written permission of ON THE FUZE or the copyright owner.

Permission is granted to you to download and use the materials on this Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials.

You may not:

Modify or copy the materials;
Use the materials for any commercial purpose or for any public display (commercial or non-commercial);
Attempt to decompile or reverse engineer any software contained on ON THE FUZE’s website;
Remove any copyright or other proprietary notations from the materials;
Transfer the materials to another person or “mirror” the materials on any other server.

This permission shall automatically terminate if you violate any of these restrictions and may be terminated by ON THE FUZE at any time. Upon termination of your permission, you must destroy any downloaded materials in your possession, whether in electronic or printed format. ON THE FUZE reserves the right to terminate your account at any time for any reason.

The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in the applicable laws and regulations. Use of the Site by the Government constitutes acknowledgment of ON THE FUZE’s proprietary rights in them.

3. Disclaimer

The materials on on the fuze’s website are provided “as is”. ON THE FUZE makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, ON THE FUZE does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its internet website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall ON THE FUZE or its suppliers be liable for any damages (including, without limitation, negligence, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on ON THE FUZE internet site, even if ON THE FUZE or an ON THE FUZE authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. In no event shall the total liability of ON THE FUZE under this agreement exceed fifty dollars ($50), regardless of the cause of action, in tort, contract, or otherwise.

5. Revisions and Errata

The materials appearing on ON THE FUZE’s website could include technical, typographical, or photographic errors. ON THE FUZE does not warrant that any of the materials on its website are accurate, complete, or current. ON THE FUZE may change the materials on its website at any time without notice. ON THE FUZE does not, however, make any commitment to update the materials.

6. Links

ON THE FUZE has not reviewed all of the sites linked to its Internet website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by ON THE FUZE of the site. Use of any such linked website is at the user’s own risk.

7. Site terms of use modifications

ON THE FUZE may revise these terms of use for the Site at any time without notice. By using the Site, you are agreeing to be bound by the current version of these Terms and Conditions of Use.

8. Governing Law

Any claim relating to ON THE FUZE’s website shall be governed by the laws of the State of Queensland without regard to its conflict of law provisions.

9. Feedback

Any material, information, or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by ON THE FUZE or its affiliates for any purpose whatsoever, including developing, manufacturing, and marketing products. Notwithstanding the foregoing, all personally identifiable information provided to ON THE FUZE will be handled in accordance with ON THE FUZE’s privacy policy. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

10. Ownership, trademarks & provided assets

You own all deliverables we create during any month, paid in full. You will provide all content/copy to be used in campaigns. You agree that any materials provided are proofed and approved to be used in your campaigns and are not owned or trademarked by a different entity.

You are responsible that any materials provided can be legally used. We are not liable for the materials you provide as it pertains to license or trademark issues and you represent to ON THE FUZE that all materials provided do not infringe on the intellectual property rights of third parties.

You agree to indemnify, defend, and hold harmless ON THE FUZE and its affiliates, officers, members, managers, agents, successors, and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the services provided pursuant to the Site, and (iii) infringement of third party’s intellectual property rights or other proprietary rights.

11. Copyright

The material contained in this site is the copyright of ON THE FUZE and is protected by Australian and international copyright laws.

The site and the data in it are supplied solely for informational use. Apart from permitted uses under the Copyright Act 1968 (Cth), and, except for the temporary copy held in your computer’s cache and downloading for private use, no part of the material or data contained in this site may be reproduced, altered, transmitted or re-used for any purpose whatsoever without the written permission of ON THE FUZE.

1. Preamble

1.1 ON THE FUZE (hereinafter: "OTF") Agency Terms of Service Agreement (hereinafter: Terms) is made and entered into as of the date indicated in the Statement of Work (hereinafter: "SOW") by and between OTF and the signature party of the Statement of Work (hereinafter: Client) referred to jointly as parties and individually as party. These Terms, together with the accompanying SOW, represent the entire agreement between the parties (hereinafter: "Agreement"). Each party warrants and represents that it is duly authorized to enter into this Agreement. Execution of the SOW indicates Client’s agreement with the terms of service contained herein.

1.2 This Agreement does not interfere with any obligation or authorization provided in any other agreement concluded between OTF and the Client.

2. OTF Services

2.1 The Client hereby retains OTF to perform the services as set forth in the SOW, which represents an integral part of this Agreement (hereinafter: "OTF Services"). The OTF Services have been specially ordered and commissioned by the Client.

2.2 OTF will perform OTF Services in a diligent and professional manner and in accordance with the schedule, if any, set forth in the SOW. The proposed time frame and work delivery schedule set forth in the OTF Services shall be dependent upon Client’s cooperation, support, and availability. OTF shall not be bound by said proposed time frame and work delivery schedule in the absence of such cooperation, support, and availability from Client.

2.3 The Client agrees that OTF Services need not be rendered at any specific location and may be rendered at any location selected by OTF.

2.4 OTF will provide support for the services via the client Project Management System during the business hours of 9 am - 5 pm U.S. Central Time, Monday through Friday, excluding Colombian holidays. Support requests will be responded to within 1-2 business days.

2.5 We do not offer any refund in case you want to cancel your use of the OTF Services.

2.6 There are no refunds once the OTF Services commence.

2.7 No guarantees of work. Please see 6. NO GUARANTEES OF WORK

3. Independent contractor

3.1 It is expressly agreed that in providing the Services under this Agreement, OTF is acting as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. OTF may not act as agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any manner.

4. Proprietary rights

4.1 Client warrants and represents that the contents which are to be utilized by OTF pursuant to this Agreement do not, and shall not, infringe the intellectual property rights of any third party. Client shall be responsible for obtaining any and all third party clearances, permissions and licenses which are necessary for the performance of the Services.

4.2 Client acknowledges that OTF owns the work product specifically produced in conjunction with the performance of the Services until such time that OTF has been paid in full for said Services. OTF shall transfer the ownership of said work product to Client within thirty (30) days after receipt of all monies due and owing to OTF under this Agreement. OTF shall retain all intellectual property rights to any and all general work or code that is applicable to its other clients or was developed for previous clients or for re-use on future client engagements. This includes any works created in the course of this project that are not specified as works-for-hire in the SOW or are not developed exclusively for the Client.

4.3 Client grants OTF the right to use their company name, logo, and information about your project on our website and other marketing communications.

4.4 During the term of this Agreement and for the duration of twelve (12) months after the termination thereof, Client agrees not to solicit, negotiate, contract, or enter into any business transactions, agreements or undertakings, either directly or indirectly, with any past or present OTF employees, consultants or contractors, unless such approval is specifically granted in written form by the OTF on a case-by-case basis.

5. Confidentiality and non-circumvent

5.1 Both Client and OTF may have access to information, including, but not limited to, intellectual property (including, without limitation, any information relating to improvements, methods and processes, know-how, concepts, designs, ideas, prototypes, models, samples, formulations, trademarks, trade names, writings, notes, collectively, “Intellectual Property”), business information and plans, concepts and expressions, which are proprietary to and/or embody the substantial creative efforts of OTF or Client (collectively, “Confidential Information”).

5.2 Client and OTF agree to maintain the Confidential Information in strict confidence and to protect the Confidential Information in the same manner that either party protects its own proprietary and confidential information of like kind. Client and OTF agree not to use, disclose or permit any other person or entity access to the Confidential Information without the prior written consent of either party, and each shall be liable to the other for any such use, disclosure or access. As an exception to these obligations and not to be considered a breach of this Agreement, Client or OTF may disclose the Confidential Information solely as necessary to comply with a legal order or governmental regulation, provided that either party provides the other with sufficient prior notice and assistance to allow the other party to attempt to limit any such disclosure.

6. No guarantees of work

6.1 OTF will perform OTF Services in a diligent and professional manner, however, we cannot guarantee all deliverables will be 100% error-free due to the nature of the technologies used and their complexities.

6.2 When OTF completes a project, the Client agrees to review and proof all copies used, as well as to run through any campaigns, workflows, web pages, or processes implemented for any errors or omissions and notify our team if any changes/corrections are needed. We will do our best to rush any revisions to correct the mistakes.

6.3 OTF is not responsible or liable for any losses or expenses incurred from errors or omissions, except to the extent they are the result of will and intentional misconduct.

7. Representations and warranties

7.1 OTF MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. OTF DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL EXPRESS WARRANTIES EXCEPT THOSE EXPLICITLY MADE IN THIS AGREEMENT.

8. Limitation of liability

8.1 OTF shall not be liable to Client for any loss incurred in the performance of its Services hereunder unless caused by OTF’s willful and intentional misconduct. OTF shall not have any liability to Client, or to any third party, for any cause of action relating to this Agreement for any direct, indirect, incidental, consequential, special, punitive, exemplary, statutory or speculative damages based upon a claim of any type or nature including, without limitation, damages for lost profits, lost revenue, business interruption, loss of goodwill or the loss of data or information, even if OTF is notified in advance of the potential for any such damages and regardless of the form of action, whether in contract, tort (including negligence), warranty, strict or product liability or otherwise. Notwithstanding the above, OTF’s liability on any claim under this Agreement shall be limited to the dollar value of this Agreement.

8.2 OTF shall not be liable for any damages whatsoever arising out of or related to the use of, or inability to use, Client’s website or any other website linked to Client’s website. This waiver of liability applies to direct, indirect, incidental, consequential, special, punitive, exemplary, statutory or other damages anyone may suer, as well as damages for lost profits, lost revenue, business interruption, loss of goodwill or the loss of data or information, whether in contract, tort (including negligence), warranty, strict or product liability or otherwise.

9. Indemnity

9.1 Each Party hereto (“Indemnifying Party”) shall indemnify and hold harmless the other Party, its officers, shareholders, members, equity owners, directors, employees and agents (“Indemnified Parties”) from and against any claim, liability, damage, assessment, or expense (including expenses of investigation and defense, and reasonable attorney fees and expenses) (collectively, “Claims”) of any nature whatsoever sustained, suffered or incurred for or on account of, or arising from or in connection with any breach of any representation, warranty, or covenant of Indemnifying Party as set forth in this Agreement, or resulting from any act or omission of Indemnifying Party. Indemnified Party shall use commercially reasonable efforts to give Indemnifying Party prompt written notice of any such Claims and shall reasonably cooperate (at Indemnifying Party’s cost) with Indemnifying Party in, and shall give Indemnifying Party the right to control and direct, with counsel satisfactory to Indemnified Party, any investigation and preparation of the defense and settlement of any Claims. Indemnified Party may participate in Indemnifying Party’s defense of the Claim at its own expense. Indemnifying Party shall not settle any Claim without the prior written consent of Indemnified Party.

10. Non-disparagement

10.1 Client and OTF understand and agree that the either will not, in public or in private, make any false, disparaging, derogatory, or defamatory statement, online or otherwise, to any person or entity, including but not limited to any media outlet, industry group, financial institution or our current or former client, regarding the other’s business airs, business prospects, or financial condition. Client and OTF further understand and agree that the either will not make any negative statement or review about the other or their services, even if such statements or reviews are true at the time of their making, prior to providing the other with a reasonable option to resolve or amend the cause for the negative statement or review.

11. Governing law and choice of forum

11.1 This Agreement shall be governed by and construed under the laws of Australia, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in Australian residents. You agree that if you have any dispute with OTF you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the non- exclusive jurisdiction of the courts in Australia.

11.2 In the event that either party brings an action to enforce this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including its reasonable attorneys’ fees, incurred in connection with such an action.

Website Terms and Conditions