terms & conditions
Fuzey Terms of Service
These Terms were last updated on 25th of January, 2023.
These Fuzey Terms of Service (“Terms”) are a binding and enforceable agreement between you (“Client”) and Fuzey Limited (“Fuzey”/”us”/”we”). Fuzey is a UK limited company (ref 12993502) and our registered office address is 1 Vicarage Lane, Stratford, London, E15 4HF. If you have any questions about these Terms you can contact us on contact@getfuzey.com.
By using the Fuzey Platform Services you accept and agree to be bound by these Terms of Service. If you do not agree to these Terms, you may not use the Fuzey Platform. If you are using Fuzey on behalf of a company, organisation, or other entity, “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into these Terms and that, if the Client is an entity, that these Terms are entered into by an employee, agent, or other authorised representative with all necessary authority to bind that entity to this Agreement.
Changes to these terms
Fuzey may update these Terms at any time, in its sole discretion. Fuzey will notify you of changes to these Terms by posting the changes to the Fuzey website (www.getfuzey.com), by email, or through other communications. If you continue to use the Application after Fuzey posts updated Terms, you agree to be bound by those updated terms.
Definitions
“Client Data” means any data, information (including personal information), End User Data, content (including marketing and promotions), or other materials submitted, posted, transmitted, or otherwise provided by or on behalf of a Client, its service providers, or its End Users in connection with the Platform Services. For clarity, Client Data excludes in all cases the Platform Services themselves.
“End User” means an individual who interacts with Customer, its affiliates, or agents in connection with the Platform Services.
“End User Data” means personal information of your End Users that is included in your Client Data.
“End User Terms” means Client Privacy Policies and Terms and Conditions which apply to Client’s provision of services and processing of End User Data
"Law(s) and Regulation(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, CTIA Policies, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), EU and UK General Data Protection Regulations 2016 and EU and UK Privacy and Electronic Communication Regulations 2003. In addition Laws and Regulations include all relevant implementing rules, orders, and regulations of the European Union Member States Relevant Authorities, The UK Information Commissioner, Financial Conduct Authority and Prudential Regulation Authority and for Clients conducting business in the USA, Federal Trade Commission and Federal Communications Commission.
“ Platform Services” means the Fuzey website - www.getfuzey.com and all associated software, features, solutions, resources, documentation and integrations including messaging, reviews, calendar, payments and analytics.
By using the Fuzey Platform Services you accept and agree to be bound by these Terms of Service. If you do not agree to these Terms, you may not use the Fuzey Platform. If you are using Fuzey on behalf of a company, organisation, or other entity, “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into these Terms and that, if the Client is an entity, that these Terms are entered into by an employee, agent, or other authorised representative with all necessary authority to bind that entity to this Agreement.
Changes to these terms
Fuzey may update these Terms at any time, in its sole discretion. Fuzey will notify you of changes to these Terms by posting the changes to the Fuzey website (www.getfuzey.com), by email, or through other communications. If you continue to use the Application after Fuzey posts updated Terms, you agree to be bound by those updated terms.
Definitions
“Client Data” means any data, information (including personal information), End User Data, content (including marketing and promotions), or other materials submitted, posted, transmitted, or otherwise provided by or on behalf of a Client, its service providers, or its End Users in connection with the Platform Services. For clarity, Client Data excludes in all cases the Platform Services themselves.
“End User” means an individual who interacts with Customer, its affiliates, or agents in connection with the Platform Services.
“End User Data” means personal information of your End Users that is included in your Client Data.
“End User Terms” means Client Privacy Policies and Terms and Conditions which apply to Client’s provision of services and processing of End User Data
"Law(s) and Regulation(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, CTIA Policies, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), EU and UK General Data Protection Regulations 2016 and EU and UK Privacy and Electronic Communication Regulations 2003. In addition Laws and Regulations include all relevant implementing rules, orders, and regulations of the European Union Member States Relevant Authorities, The UK Information Commissioner, Financial Conduct Authority and Prudential Regulation Authority and for Clients conducting business in the USA, Federal Trade Commission and Federal Communications Commission.
“ Platform Services” means the Fuzey website - www.getfuzey.com and all associated software, features, solutions, resources, documentation and integrations including messaging, reviews, calendar, payments and analytics.
Use of the Fuzey Platform
Account Registration
Client must register for a Fuzey account and pay applicable Fees in order to access or receive the Platform Services. Account information must be accurate, current, and complete, and will be governed by Fuzey’s Privacy Policy as may be amended from time to time. Client agrees to keep its account information up to date so that Fuzey may send notices, statements, and other information by email or through Client’s account. By using or accessing the Fuzey Website, Client agrees and consents to Fuzey’s use of cookies in accordance with the terms of Fuzey’s Privacy Policy. Client is solely responsible for all use of its Fuzey account(s). Fuzey will not be liable for any loss or damage arising from unauthorized use of Client’s account(s).
Your Compliance with Applicable Laws
You will comply with all Applicable Laws, and the Fuzey Content Policy in connection with your use of the Platform Services,. You are solely responsible for:
(a) collecting and maintaining your Customer Data in accordance with Applicable Laws
(b) providing notice and obtaining consent from your End Users as required under Applicable Laws for your use of the Platform Services, including sending text messages
(c) ensuring that all marketing and promotional activities that you conduct through the Platform Services comply with applicable Laws and Regulations, CTIA Policies, and the Fuzey Content Policy, including the content of your messages and campaigns, and any contests, raffles, sweepstakes, or similar activities.
To the extent Fuzey provides advice, guidance, templates, or suggestions via the Fuzey Website or otherwise, the foregoing are provided solely for convenience and Fuzey does not assume any responsibility for your obligations under this Section. You remain solely responsible for your own compliance. You should confer with your own independent legal counsel to determine whether marketing activities and content are sufficient for your purposes and meet your obligations under applicable Laws and Regulations. If Fuzey reasonably determines that a Client may be in breach of this Section, Fuzey reserves the right to suspend Client access to the Fuzey Platform. In addition, the Client must promptly (and no later than within twenty-four (24) hours of receipt of notice) make available Client leadership for a meeting with Fuzey to discuss the issue.
(a) collecting and maintaining your Customer Data in accordance with Applicable Laws
(b) providing notice and obtaining consent from your End Users as required under Applicable Laws for your use of the Platform Services, including sending text messages
(c) ensuring that all marketing and promotional activities that you conduct through the Platform Services comply with applicable Laws and Regulations, CTIA Policies, and the Fuzey Content Policy, including the content of your messages and campaigns, and any contests, raffles, sweepstakes, or similar activities.
To the extent Fuzey provides advice, guidance, templates, or suggestions via the Fuzey Website or otherwise, the foregoing are provided solely for convenience and Fuzey does not assume any responsibility for your obligations under this Section. You remain solely responsible for your own compliance. You should confer with your own independent legal counsel to determine whether marketing activities and content are sufficient for your purposes and meet your obligations under applicable Laws and Regulations. If Fuzey reasonably determines that a Client may be in breach of this Section, Fuzey reserves the right to suspend Client access to the Fuzey Platform. In addition, the Client must promptly (and no later than within twenty-four (24) hours of receipt of notice) make available Client leadership for a meeting with Fuzey to discuss the issue.
End User Terms
At all times while you are using the Platform Services, you will be responsible for complying with any Law or Regulation requiring that you publicly post your End User Terms. In the same way you will be solely responsible for ensuring that all of your End Users agree to such End User Terms before interacting via the Platform Services. You will link to the End User Terms at each time and place in which you collect approval for your End Users to subscribe to text message marketing, and you will display those links in a style and manner that complies with applicable Laws and Regulations and any other reasonable requirements communicated by Fuzey.
You further accept full legal responsibility for your End User Terms and acknowledge that you have been advised to obtain independent legal counsel before implementing the End User Terms.
You further accept full legal responsibility for your End User Terms and acknowledge that you have been advised to obtain independent legal counsel before implementing the End User Terms.
Insurance
At all times while these Platform Terms are in effect, you will, at your own cost and expense, maintain an insurance policy of the type and in the minimum amounts reasonably necessary and appropriate for your use of the Fuzey Platform and associated activities with a reputable insurance carrier duly qualified in all relevant jurisdictions. Upon Fuzey’s request, you will provide a certificate of insurance. Clients operating in the USA acknowledge that the best practice for Clients is to obtain a policy with a coverage rider expressly providing for the coverage of TCPA claims and a “most favored jurisdiction” provision.
Third-Party Services and Integrations
You may not use the Platform Services in connection with a third-party integration unless it is officially supported by Fuzey, as described on the Fuzey Website. Please contact Fuzey support if you have questions about other third-party integrations. If you use the Platform Services in connection with a third-party service, whether through an integration offered by Fuzey or otherwise, you are solely responsible for your use of such third-party service, including any disclosure or other processing of your Client Data in connection with such third-party service. Any use of a third-party service is at your own risk. Fuzey will have no liability for your use of any third-party service in connection with the Platform Services, and disclaims all responsibility for the functionality, security, availability, and operation of any third-party service. You will provide advance written notice to Fuzey if you require assistance with suspending or terminating an integration between a third-party service and the Platform Services.
Updates to the Platform Services
Fuzey may, in its sole discretion, at any time, with or without notice, and without liability to you, make updates to the Platform Services, and change or discontinue the availability of some or all functionality of the Platform Services. Fuzey may provide notice of material changes to the Platform Services by posting to the Fuzey Website or by email. It is your responsibility to check the Fuzey Website periodically to be informed of any changes. Your continued use of the Platform Services following any update or change will be deemed your acceptance of such modifications.
Beta Features
Fuzey may, in its sole discretion, invite you to use pre-release or beta features that are not yet generally available. Access to such features may be conditioned upon additional terms and conditions. Any beta features will be considered Fuzey’s Confidential Information. Fuzey MAKES NO REPRESENTATIONS OR WARRANTIES THAT BETA FEATURES WILL FUNCTION, AND ANY USE OF BETA FEATURES WILL BE AT OUR OWN RISK.
General Restrictions
In connection with Customer’s use of the Platform Services Client will not, and will not authorise or encourage any third party to, directly or indirectly to:
- Violate applicable Laws and Regulations, CTIA Policies, or the Fuzey Content Policy;
- Operate, administrate, run, or distribute materials related to an illegal lottery or other promotion in violation of Applicable Laws regarding gambling, contests, sweepstakes, and gaming;
- Permit any End User under the age of 18 years old to use the Platform Services;
- Engage in any fraudulent, libellous, defamatory, scandalous, threatening, harassing, or stalking activity;
- Distribute spyware, adware, or other harmful programs;
- Sell, transfer, lease, sublicense, loan, distribute, or otherwise transfer to third parties the Platform Services or any portion thereof;
- Obscure, alter, or remove any notice of Intellectual Property Rights or other proprietary rights appearing on or contained in the Platform Services;
- Modify, alter, copy, adapt, translate, or create derivative works based on the Platform Services;
- “Frame” or “mirror” any content forming part of the Platform Services;
- Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or determine the source code of the Platform Services, except to the extent expressly permitted by applicable Laws and Regulations and then only upon advance written notice to Fuzey;
- Bypass, delete, or disable any copy protection mechanisms or security mechanisms of the Platform Services;
- Attempt to gain unauthorised access to, or disrupt the integrity, performance, or security of the Platform Services;
- Use or access to Platform Services to monitor the availability, performance, or functionality of the Platform Services, Fuzey’s other products or services, or any portion of the foregoing, or for any similar benchmarking purposes;
- Access the Platform Services to build a competitive product or service.
- Access the Platform Services to build a competitive product or service.
- Violate applicable Laws and Regulations, CTIA Policies, or the Fuzey Content Policy;
- Operate, administrate, run, or distribute materials related to an illegal lottery or other promotion in violation of Applicable Laws regarding gambling, contests, sweepstakes, and gaming;
- Permit any End User under the age of 18 years old to use the Platform Services;
- Engage in any fraudulent, libellous, defamatory, scandalous, threatening, harassing, or stalking activity;
- Distribute spyware, adware, or other harmful programs;
- Sell, transfer, lease, sublicense, loan, distribute, or otherwise transfer to third parties the Platform Services or any portion thereof;
- Obscure, alter, or remove any notice of Intellectual Property Rights or other proprietary rights appearing on or contained in the Platform Services;
- Modify, alter, copy, adapt, translate, or create derivative works based on the Platform Services;
- “Frame” or “mirror” any content forming part of the Platform Services;
- Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or determine the source code of the Platform Services, except to the extent expressly permitted by applicable Laws and Regulations and then only upon advance written notice to Fuzey;
- Bypass, delete, or disable any copy protection mechanisms or security mechanisms of the Platform Services;
- Attempt to gain unauthorised access to, or disrupt the integrity, performance, or security of the Platform Services;
- Use or access to Platform Services to monitor the availability, performance, or functionality of the Platform Services, Fuzey’s other products or services, or any portion of the foregoing, or for any similar benchmarking purposes;
- Access the Platform Services to build a competitive product or service.
- Access the Platform Services to build a competitive product or service.
Usage Information
The Platform Services may automatically collect information about your usage of the Platform Services. You agree that Fuzey may use information about your usage of the Platform Services internally for any purpose, including to improve its products and services. You agree that Fuzey may use aggregated or de identified information about your usage of the Platform Services in our marketing and promotional materials, provided that such information cannot reasonably be used to identify you or any End User.
Software License
Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to the Fuzey Platform are held by the Fuzey and/or its licensors.
Subject to Clients’ compliance with and notwithstanding any divergent provision of these Terms, Fuzey merely grants Users a revocable, non-exclusive, non-sublicensable and non-transferable licence to use the software and/or any other technical means embedded in the Fuzey Platform within the scope and for the purposes of these Terms and associated Platform Services.
This licence does not grant Clients any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the sole property of Fuzey or its licensors’.
All rights and licence grants to Clients shall immediately terminate upon any breach of these Terms, termination or expiration of these Terms.
Subject to Clients’ compliance with and notwithstanding any divergent provision of these Terms, Fuzey merely grants Users a revocable, non-exclusive, non-sublicensable and non-transferable licence to use the software and/or any other technical means embedded in the Fuzey Platform within the scope and for the purposes of these Terms and associated Platform Services.
This licence does not grant Clients any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the sole property of Fuzey or its licensors’.
All rights and licence grants to Clients shall immediately terminate upon any breach of these Terms, termination or expiration of these Terms.
Data
Fuzey is a Data Processor
For the purpose of the EU and UK General Data Protection Regulations, Fuzey is a Data Processor of End User Data and never a Data Controller. Client will be the Data Controller. This means that we will only ever process personal data on behalf of the Client and in accordance with these Terms.
Data Transfer
We will only act on the Client’s documented instructions, unless required by law to act without such instructions. At all times Fuzey will ensure that people processing the data are subject to a duty of confidence. Fuzey will use subcontractors for the following processes:
- Cloud Based Hosting: Fuzey will use Amazon Web Services (“AWS”) and End User data will be processed in the UK, EEA and USA.
- Phone calls: Fuzey will use Twilio (“Twilio Inc”) and End User data will be processed in the UK, EEA and USA.
- SMS Messages: Fuzey will use Twilio (“Twilio Inc”) and End User data will be processed in the UK, EEA and USA.
- Fuzey’s use and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
Client agrees to Fuzey’s use of sub processors for these activities.
Where required we will support You in fulfilling End User’s data protection rights and will provide you with reasonable assistance in meeting your data protection obligations under the relevant Laws and Regulations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments.
We will delete or return all personal data to you at the point of Termination of these Terms and will delete existing personal data unless the law requires its storage. Where reasonable or required by law we will submit to audits and inspections.
- Cloud Based Hosting: Fuzey will use Amazon Web Services (“AWS”) and End User data will be processed in the UK, EEA and USA.
- Phone calls: Fuzey will use Twilio (“Twilio Inc”) and End User data will be processed in the UK, EEA and USA.
- SMS Messages: Fuzey will use Twilio (“Twilio Inc”) and End User data will be processed in the UK, EEA and USA.
- Fuzey’s use and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
Client agrees to Fuzey’s use of sub processors for these activities.
Where required we will support You in fulfilling End User’s data protection rights and will provide you with reasonable assistance in meeting your data protection obligations under the relevant Laws and Regulations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments.
We will delete or return all personal data to you at the point of Termination of these Terms and will delete existing personal data unless the law requires its storage. Where reasonable or required by law we will submit to audits and inspections.
Data Security
Fuzey agrees to maintain physical, technical, and organisational measures designed, in its discretion, to secure its systems from unauthorised access, use, or disclosure.
Fees
Fees
Unless otherwise specified on the Fuzey website, the Platform Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges. Client agrees to pay to Fuzey the fees for the Subscription to the Platform Services and any additional fees (if applicable), all as ……... .Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
Payment of Fees
Subscription Fees are non-refundable and non-creditable. If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorises Fuzey to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Fuzey terminate your Subscription in accordance with Section x. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Fuzey be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Fuzey will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Fuzey will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
Taxes
Fuzey’s Fees are exclusive of all taxes and regulatory fees, and Client must pay any applicable taxes regulatory fees, or levies, whether domestic or foreign, other than taxes based on the income of Fuzey. Client will make tax and regulatory fee payments to Fuzey to the extent amounts are included on Fuzey’s invoices.
Fee Increase
Fuzey reserves the right to determine the applicable Fees for any Services. While Fuzey will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Fuzey may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term.
Warranties and Limitation of Liability
THE PLATFORM SERVICES AND END USER TERMS ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FUZEY WILL HAVE NO LIABILITY FOR YOUR LOST REVENUES OR PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM SERVICES OR THE END USER TERMS PROVIDED OR HOSTED BY FUZEY, OR OTHERWISE IN CONNECTION WITH THESE PLATFORM TERMS, EVEN IF FUZEY HAS BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A LIMITED REMEDY SET FORTH THESE PLATFORM TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FUZEY’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE PLATFORM SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.
Third-Party Disputes
Fuzey has no responsibility for any dispute between a Customer and its End Users. Fuzey will have no liability for any damages of any kind, under any theory of law, that relate to a Customer’s relationship with its End Users, even if Fuzey has been advised of the possibility of such damages.
Indemnification
The Client agrees to defend, indemnify and hold Fuzey and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from:
- Client’s use of and access to the Service, including any data or content transmitted or received by User;
- Client’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
- Client’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
- Client’s violation of any Law or Regulation;
- Any content that is submitted from Client’s account, including third party access with Client’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
- Client’s willful misconduct; or statutory provision by Client or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.
- Client’s use of and access to the Service, including any data or content transmitted or received by User;
- Client’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
- Client’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
- Client’s violation of any Law or Regulation;
- Any content that is submitted from Client’s account, including third party access with Client’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
- Client’s willful misconduct; or statutory provision by Client or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.
Termination
Notice
Either party may terminate this Agreement for convenience by providing the other party with at least thirty (30) days prior written notice. Notwithstanding the preceding sentence, if there are any Subscriptions(s) in effect, this Agreement will not terminate until all such Subscriptions(s) have expired or have been terminated in accordance with the terms therein.
Material Breach
Either party may terminate this Agreement (including all Subscriptions) and Platform Services that are in effect) in the event the other party commits any material breach of these Terms and fails to remedy such breach within fifteen (10) days of the date of written notice of such breach. For the avoidance of doubt, a breach of the Fuzey Content Policy will be considered a material breach of this Agreement. If Fuzey terminates this Agreement because of your material breach, then Fuzey will also close your accounts.
Insolvency
Subject to applicable Law and Regulations, either party may terminate these Ter,s immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.
Survival
Upon termination of these Terms, this Section and the terms of the following Sections will survive: Use of the Fuzey Platform, Fees and Payment Terms, Warranties Limitation of Liability and Indemnification.
General
Governing Law and Dispute Resolution
In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure.These terms will be governed by and interpreted according to the laws of England and Wales. Any action arising out of this Agreement will be instituted in the Courts of London, England, United Kingdom.
Force Majeure
No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of these Terms to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event will take all reasonable actions to minimise the consequences of any such event.
Entire Agreement
This Agreement (including all exhibits and attachments hereto) will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Fuzey, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in these Terms.
Appendix 1: Fuzey Content Policy
You may not use the Fuzey Platform, services, or website to solicit, display, store, process, send, transmit, or otherwise promote SHAFT Content (sex, hate, alcohol, firearms, tobacco).“Sex” includes adult or otherwise indecent, profane, inappropriate, pornographic, or obscene content.“Hate” includes content that: (a) incites hatred against, promotes discrimination of, or disparages individuals or groups based on age, disability, ethnicity, sex, gender identity and expression, sexual orientation, nationality, race, immigration status, religion, medical condition, veteran status, or any other category recognized under applicable laws or reasonably determined by Postscript, (b) depicts violence or endorsements of violence against individuals or groups, (c) has the purpose of harassment or stalking, or any communications from groups deemed to be spreading hate or misinformation, or (d) is libelous, defamatory, profane, or otherwise malicious or harmful speech. “Alcohol” includes non-alcoholic drinks that resemble alcohol and beverages for which an individual is underage in the relevant jurisdiction“Firearms” includes non-cooking knives, tasers, stun guns, swords, pepper spray, toy weapons that closely imitate the appearance of weapons and other weapons.“Tobacco” includes all vaping products.
We reserve the right to remove, delete, block or rectify such content at our own discretion and to, without prior notice, deny uploading access to Fuzey Platform: if any complaint based on such content is receivedIf any SHAFT content is suspected or identified if a notice of infringement of intellectual property rights is received upon order of a public authority or where we are made aware that the content, while being accessible via the Fuzey Platform, may represent a risk for End Users, third parties and/or the availability of the Fuzey Platform. The removal, deletion, blocking or rectification of content shall not entitle You or any Client that has provided such content or that are liable for it, to any claims for compensation, damages or reimbursement. You agree to hold Fuzey harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through the Fuzey Platform.
We reserve the right to remove, delete, block or rectify such content at our own discretion and to, without prior notice, deny uploading access to Fuzey Platform: if any complaint based on such content is receivedIf any SHAFT content is suspected or identified if a notice of infringement of intellectual property rights is received upon order of a public authority or where we are made aware that the content, while being accessible via the Fuzey Platform, may represent a risk for End Users, third parties and/or the availability of the Fuzey Platform. The removal, deletion, blocking or rectification of content shall not entitle You or any Client that has provided such content or that are liable for it, to any claims for compensation, damages or reimbursement. You agree to hold Fuzey harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through the Fuzey Platform.
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