Terms and Conditions
ON THE FUZE
Please find below our Terms links:
Website 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.
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.
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.
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.
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.
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.
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.
Agency Terms of Service and Conditions
1.1 ON THE FUZE (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 ON THE FUZE and the signature party of the Statement of Work (hereinafter: Client) referred to jointly as parties and individually as party. These Terms, together with accompanying SOW, represents 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 ON THE FUZE and the Client.
2. Subscription services fees, refunds, and cancelations
2.1 You agree to pay the fees, in such amount and for such billing frequency as specified during registration, in full before any obligation of ON THE FUZE to perform under this Agreement. You further agree that, upon registering for the services, you authorize ON THE FUZE to charge your method of payment (e.g. credit card) for the fee on each anniversary of your registration date, based upon your billing frequency (e.g. monthly, quarterly, annually).
2.2 Payment of the fees shall be in such amounts and at such times as set forth by ON THE FUZE through information provided to you and as authorized through the sign-up and registration process. Your account and access to the services provided via the Site may be suspended in the event of non-payment of applicable fees. You represent and warrant to ON THE FUZE that such payment information is accurate and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
2.3 To cancel your subscription, ON THE FUZE requires the following notice.
- All Agency White label clients (Silver or Lite) require a 7-day notice before the next billing cycle.
- All Agency White label clients (Gold, Platinum, or Partner Tier) require a 30-day notice before the next billing cycle.
- All HubSpot Done For You Monthly Support clients require a 30-day notice before the next billing cycle.
2.4 Otherwise, you will be billed for the following cycle. You must submit a cancellation request to your Project Manager or Strategist to cancel. We do not accept phone calls for cancellation requests.
2.5 Upon cancellation, you will continue to have access to the ON THE FUZE service through the end of the billing cycle.
2.6 All work in progress will halt, regardless of status, once the billing period has ended. All onboarding and setup fees are non-refundable.
2.7 There are no refunds for partial subscription plans under any circumstance, including cancellations and unused time or points on a plan.
2.8 Upon cancellation, you will have access to our service for the length of your current billing cycle. ON THE FUZE may change its fees occasionally without any advance notice required. Promotions, upgrades, and adjustments to existing plans are non-refundable.
2.9 You, the client, are responsible for using ON THE FUZE after payment.
3. Subscription contracts and cancelation
3.1 Agency White Label Subscriptions
All Agency White Label clients commit to a minimum 3-month period (6 months for Platinum) before being able to cancel. Once the period has been completed, the subscription will resume to a standard month-to-month contract with a 7-day notice (Silver, Starter, Lite, and Lite+ Tiers) or 30-day notice (Gold, Platinum, and Partner Tiers) before the next billing cycle. Otherwise, you will be billed for the following cycle.
3.2 HubSpot Done For You Support Subscriptions
HubSpot Done For You Support clients are on a month-to-month contract, requiring a 30-day notice to cancel before the next billing cycle. Otherwise, you will be billed for the following cycle.
(Please see 2. SUBSCRIPTION SERVICES FEES, REFUNDS, and CANCELLATIONS)
4. Subscription work delivery output
4.1 All White Label and HubSpot Done For You Support clients work in Weekly (White Label) or Monthly (HubSpot Support) sprints. Each sprint has an assigned number of points of work to be delivered during the sprint.
4.2 We cannot guarantee all sprint points will be delivered because of complexity. However, we are always pushing to make our deliveries.
5. OTF Services (Project and Monthly)
5.1 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.
5.2 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.
5.3 The Client agrees that OTF Services need not be rendered at any specific location and may be rendered at any location selected by OTF.
5.4 OTF will provide support for the services via the client PM System and email 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 business day.
5.5 We do not offer any refund in case you want to cancel your use of the OTF Services.
5.6 There are no refunds once the OTF Services commence.
5.7 No guarantees of work. Please see 9. NO GAURANTEES OF WORK
6. Independent contractor
6.1 It is expressly agreed that in providing the Services under this Agreement, ON THE FUZE 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. ON THE FUZE may not act as agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any manner.
7. Proprietary rights
7.1 Client warrants and represents that the contents which are to be utilized by ON THE FUZE 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.
7.2 Client acknowledges that ON THE FUZE owns the work product specifically produced in conjunction with the performance of the Services until such time that ON THE FUZE has been paid in full for said Services. ON THE FUZE shall transfer the ownership of said work product to Client within thirty (30) days after receipt of all monies due and owing to ON THE FUZE under this Agreement. ON THE FUZE 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.
7.3 Client grants us the right to use your company name, logo, and information about your project to our website and other marketing communications.
7.4 During the term of this Agreement and for the duration of twenty-four (24) 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 ON THE FUZE employees, consultants or contractors, unless such approval is specifically granted in written form by the ON THE FUZE on a case-by-case basis.
8. Confidentiality and non-circumvent
8.1 Both Client and ON THE FUZE 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 ON THE FUZE or Client (collectively, “Confidential Information”).
8.2 Client and ON THE FUZE 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 ON THE FUZE 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 ON THE FUZE 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.
9. No guarantees of work
9.1 OTF will perform OTF Services in a diligent and professional manner, however, we can not guarantee all deliverables will be 100% error-free due to the nature of the technologies used and their complexities.
9.2 When we complete a project, you agree 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.
9.3 ON THE FUZE is not responsible or liable for any losses or expenses incurred from errors or omissions.
10. Representations and warranties
10.1 ON THE FUZE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. ON THE FUZE 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.
11. Limitation of liability
11.1 ON THE FUZE shall not be liable to Client for any loss incurred in the performance of its Services hereunder unless caused by ON THE FUZE’s willful and intentional misconduct. ON THE FUZE 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 ON THE FUZE 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, ON THE FUZE’s liability on any claim under this Agreement shall be limited to the dollar value of this Agreement.
11.2 ON THE FUZE 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.
12.1 Client agrees, at its sole cost and expense, to indemnify, defend and hold harmless ON THE FUZE from and against any damages, claims, suits, liabilities, costs, losses or expenses (including reasonable attorneys’ fees), of any kind or nature, by third parties against ON THE FUZE arising from the performance of ON THE FUZE ’s Services. ON THE FUZE reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Client under this provision and, in such event, Client agrees to fully cooperate with ON THE FUZE’s defense of such matter. ON THE FUZE ’s assumption of the defense and control of any such matters shall not abrogate any of Client’s obligations hereunder.
12.2 Client will indemnify and hold GSX PARIS GROUP PTY LTD, trading as ON THE FUZE harmless from any and all cost, expense, liability, or obligation that may arise, or be imposed on you, GSX PARIS GROUP PTY LTD, trading as ON THE FUZE, or the product which resulted from the GSX PARIS GROUP PTY LTD, trading as ON THE FUZE’s provision of the services under the Americans With Disabilities Act of 1990, as now in eect or hereafter amended, and all rules and regulations issued under that law (collectively referred to as the "ADA"). This indemnification shall include the defense of any action or proceeding (including the payment of attorney's fees and court costs) brought against GSX PARIS GROUP PTY LTD, trading as ON THE FUZE by the U.S. Department of Justice, the Equal Employment Opportunity Commission, or any individual or class of individuals, alleging violation or non-compliance with the ADA, and payment of any liability arising out of such actions or proceedings.
12.3 ON THE FUZE agrees, at its sole cost and expense, to indemnify, defend and hold harmless Client from and against any damages, claims, suits, liabilities, costs, losses or expenses (including reasonable attorneys’ fees), of any kind or nature, by third parties against Client arising from willful and intentional misconduct by ON THE FUZE outside the scope of ON THE FUZE's Services.
12.4 Client understands and agrees that the Client 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 us or our business airs, business prospects, or financial condition. Client further understands and agrees that the Client will not make any negative statement or review about us or our services, even if such statements or reviews are true at the time of their making, prior to providing ON THE FUZE with a reasonable option to resolve or amend the cause for the negative statement or review.
13. Governing law and choice of forum
13.1 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 ON THE FUZE 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.
13.2 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.