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Fusion Terms and Conditions

Date: February 2nd, 2023 PARTIES FAEM Group LLC DBA Fusion (the “Company”) located at PO Box 3221, Bay City OR 97107, United States of America and Signed Up Company (the “Client”). Mutually hereinafter referred to as the Parties. RECITALS WHEREAS, The Client desires to enter into an non-exclusive, non-transferrable, agreement to obtain access to the Services with respect to The Clients’ certain of its information technology needs; AND, The Company wishes to provide access to said Services to The Client, subject to; this Agreement and the schedules attached hereto; the Company’s standard terms and conditions, and The Client’s acceptance of The Company’s Privacy Policy that will allow The Client to; utilize Fusion’s software features as detailed within this Agreement and attached Schedules. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions In this Agreement unless inconsistent with the context or otherwise specified the following definitions will apply: “Business Hours: Monday through Friday during the period of 08:00 to 17:00 Pacific Standard Time, excluding national holidays. “Effective Date”: The date of this Agreement. “Commercially Reasonable”: An action that would be deemed reasonable for commercial use given all other factors in a specified situation, derived from a reasonably competent individual not in distress. “Error”: Any failure of the Software Applications to substantially conform to the specifications. “Error Correction”: A software modification or addition that, when made or added to the Software Applications, establishes material conformity to the specifications. “Services”: In reference to Schedule 1, and in accordance with mutually approved Statement of Work orders. “Service Level Agreement”: The Company’s commitment to the level of service the Company will provide to the Services are defined and detailed in Schedule 3. “Submissions”: Any and all input of data including but not limited to text, images, videos, or signatures. “Software Applications”: The systems, applications and computer programs of the Company detailed in Schedule 1, and all releases and versions thereof. “Transaction”: Whether sold for money; claimed for free; issued by the Client; issued by a rep; imported by file upload; or uploaded via the Fusion API, a Transaction includes: an approved booth request submission, an approved sponsorship request submission, a ticket issued; a guest list registration; a membership list registration; a ticket transferred; a transaction refunded; a product sold via the online shop; a credit voucher sold online; a credit voucher sold via the cashless application; a product purchased via the cashless application; or a refund processed via the cashless application. 2. Term and Termination 2.1. The Agreement shall take effect on the Effective Date and shall remain in force pursuant to The Agreement for thirty six (36) months (The ‘Initial Period’); 2.2. The Agreement shall be continued for up to twenty four (24) month periods (The “Renewal Term”) and will continue in force until otherwise terminated in accordance with clause 2.4, 2.5, and 2.6. 2.3. During the term of this Agreement the Client on behalf of itself and any associated entity appoints The Company as the sole and exclusive provider of the Software Applications and agrees that it will NOT enter into any other agreement or arrangement that would contravene or otherwise infringe on the Company’s exclusive rights to provide the Software Applications as contained in this Agreement. 2.4 Either party may terminate this Agreement at the end of the Initial Period by giving at least ninety (90) days’ prior written notice to the other party. 2.5 Either party may terminate this Agreement at the end of any subsequent Renewal Term or Follow On periods by giving at least ninety (90) days' prior written notice to the other party. 2.6 Either party may terminate this Agreement forthwith on giving notice in writing to the other party if: 2.6.1 Either party commits any material breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within thirty (30) days after the receipt of a request in writing from the other party to do so, to remedy the breach. 3. Payment and Service Fees 3.1 The Client will pay The Company the then-applicable fees outlined in Schedule 2 or Statement of Work, as applicable, in accordance with the terms set forth therein, including, for the avoidance of doubt, any fees incurred through The Client’s use of the Software Applications, exceeding Schedule 1 or 2. 3.2 All Service Charges, unless otherwise explicitly noted in writing, are displayed in $USD. Service Charges payable under this Agreement are exclusive of applicable taxes, which shall be payable by the Client at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice. 3.3 Unpaid amounts are subject to a finance charge of 4% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, plus all expenses of collection. In addition to any other remedies available, The Company may suspend Services in the event of payment delinquency. 3.4 In addition to the Fees, if applicable, The Client shall reimburse The Company for reasonable out-of-pocket expenses incurred by The Company in connection with performing the Services or in response to subpoena requests derived from The Clients account . 3.5 If The Client believes that The Company has billed The Client incorrectly, The Client must contact The Company no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to The Company’s support department or the applicable Success Manager. 4. Terms Of Use 4.1 The Client's obligations 4.1.1 Use the software as agreed upon, in accordance with The Company’s Terms and Conditions, This Agreement, Schedules, and Privacy Policy; 4.1.2 Make Equipment (if applicable) accessible to the Company's support staff where reasonably requested by The Company to do so, such request to be made in good time and in writing (including by e-mail); 4.1.3 Provide notice of intention to change hardware or operating system or data-feeds where changes affect or are reasonably likely to affect the Services; 4.1.4 All users are individually responsible for the accurate compliance of all Federal, State, and Local taxes. The Company makes no claim to monitor, track or enforce Federal, State and Local taxes nor will be held liable for any form of non-compliance by users. 4.1.5 Unless otherwise agreed upon in writing, The Company uses Stripe for all payment processing. The Company makes no affirmation to be a payment processing company. All refunds are the sole responsibility of the user, The Company makes no claim to be held liable to issuing refunds. Please visit 4.1.6 The Client is granted a non-exclusive, non-transferable, revocable license to access and use the Software strictly in accordance with this agreement and The Company’s Terms and Conditions. As a condition of your use of the Software, you warrant to The Company that you will not use the Software for any purpose that is unlawful or prohibited by this Agreement. The Client may not use the Software in any manner which could damage, disable, overburden, or impair the Software or interfere with any other party's use and enjoyment of the Software. The client may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Software. 4.2 International Users 4.2.1 The Service is controlled, operated, and administered by The Company from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use The Company Content accessed through any webpage or application in any country or in any manner prohibited by any applicable laws, restrictions or regulations. 4.3 Error Correction 4.3.1 If the Client discovers that the Software Applications fails to perform in accordance with the specifications detailed in Schedules 1 & 2 then the Client shall, as soon as possible after such discovery, notify the Company in writing of the defect or error in question and provide the Company (so far as the Client is able) with a documented example of such defect or error. The Company shall acknowledge receipt of said notice within the terms specified in Schedule 3 the Service Level Agreement. 4.3.2 The Company shall thereafter use all reasonable endeavors to correct promptly such defect or error until full restoration of function is provided as provided for in the Service Level Agreement detailed in Schedule 3 – SLA. 4.4 Warranty 4.4.1 The Company represents and warrants that it will perform the Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, The Client warrants that (i) The Client owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii) the provision and use of Customer Data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any The Client’s privacy policy, terms of-use or other agreement to which The Client is a party or any law or regulation to which The Client is subject to; and (iii) no Customer Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy. 4.4.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF WORK, THE COMPANY DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF THE CLIENT ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN THE COMPANY AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 4.4.3 Changes to Terms: The Company reserves the right, in its sole discretion, to change the Terms under which The Company (or any subsequent Company product(s)) is offered. The most current version of the Terms will supersede all previous versions. The Company encourages The Client to periodically review the Terms to stay informed of The Company’s updates. 4.5. Indemnification and Insurance 4.5.1 You agree to indemnify, defend and hold harmless Fusion, its officers, directors, employees, agents, and third parties, for any losses, costs, liabilities, and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Fusion reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Fusion in asserting any available defenses. 4.5.2 The Client should hold a business insurance certificate in their respective place of business that will hold harmless and indemnify The Company, their employees, agents, contractors, and partners. 4.6 Liability 4.6.1 THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SOFTWARE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. THE COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SOFTWARE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS'' WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 4.6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SOFTWARE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND PROVIDE WRITTEN NOTICE TO THE COMPANY. 4.6.3 The Company does not exclude liability for death or personal injury resulting from the Company’s negligence. 4.7 Confidentiality 4.7.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of The Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of The Client includes nonpublic data provided by The Client to The Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Proprietary Information does not include any information after 3 years following disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law. 4.7.2 The obligations of confidentiality in this clause shall not be affected by the expiry or termination of this Contract. 4.7.3 Remedies for Breach of Obligation of Confidentiality: The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. 4.8 Intellectual Property Rights 4.8.1 All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Software, is the property of The Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. The Client agrees to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. 4.8.2 The Client will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Software. The Company content is not for resale. The Client’s use of the Software does not entitle The Client to make any unauthorized use of any protected content, and in particular, The Client will not delete or alter any proprietary rights or attribution notices in any content. The Client will use protected content solely for The Client’s personal use, and will make no other use of the content without the express written permission of The Company and the copyright owner. The Client agrees that The Client does not acquire any ownership rights in any protected content. The Company does not grant The Client any licenses, express or implied, to the intellectual property of The Company or The Company’s licensors except as expressly authorized by this Agreement. 4.8.3 The Client shall promptly inform the Company of any actual, suspected or threatened infringement of Intellectual Property Rights or other proprietary right of the Company of which the Client becomes aware. The Client will promptly assist the Company (at the Company's own expense) in taking all steps the Company considers necessary to enforce or defend the Company's rights, from time to time. 4.8.4 The Company does not claim ownership of the materials The Client provides to the Software (including feedback and suggestions) or post, upload, input or submit to any Company Site or The Company’s associated services (collectively "Submissions"). 4.8.5 However, by posting, uploading, inputting, providing or submitting The Clients’ Submission you are granting The Company, our affiliated companies and necessary sublicensees permission to use The Clients’ Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat The Clients’ Submission; and to publish The Clients’ name in connection with The Clients' Submission pursuant to The Company’s Privacy Policy. 4.8.6 No compensation will be paid with respect to the use of The Clients Submission, as provided herein. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in The Company's sole discretion. 4.8.7 The Company reserves the right to use any posting, upload, input, or name for marketing purposes with or without the written consent of the user. By posting, uploading, inputting, providing or submitting The Clients’ Submission you warrant and represent that you own or otherwise control all of the rights to the Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions. 4.9 Data Protection and Security 4.9.1 The Company will at all times during the term of this contract comply with its Privacy Policy. 4.9.2 The Client will be able to connect The Clients Fusion account to third-party accounts. By connecting The Clients Fusion account to The Clients third party account, The Client acknowledges and agrees that The Client is consenting to the continuous release of information about The Client to others (in accordance with The Clients privacy settings on those third-party sites). If The Client does not want information about The Client to be shared in this manner, do not use this feature. 4.9.3 Whereas data derived and publicly displayed on any Fusion Software application shall be subject and treated as public information; subject where applicable to Fusion’s Privacy Policy. 5. Interpretation 5.1 In this Agreement unless the context otherwise requires: 5.1.1 words implying any gender include every gender; 5.1.2 words importing the singular number include the plural number and vice versa; 5.1.3 words importing persons include firms, companies and corporations and vice versa; 5.1.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement; 5.1.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule; 5.1.6 the headings to the clauses, schedules and paragraphs of this Agreement will not affect the interpretation; 5.1.7 The other party has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or 5.1.8 The other party ceases, or threatens to cease, to carry on business. 5.2 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 5.3 Any provision of this Agreement, which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, shall remain in full force and effect. 5.4 On termination of this Agreement for any reason, each party shall as soon as where reasonably practicable: 5.4.1 return, destroy or permanently erase (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information or data provided to it by the other party containing, reflecting, incorporating or based on confidential information belonging to the other party; 5.4.2 return all of the other party's equipment and materials. Until these are returned or repossessed, the party in possession shall be solely responsible for their safe-keeping. 5.5 If the Company terminates this Agreement pursuant to clauses 2.0 inclusive, then the Client shall not be entitled to any refund of any fee that has been paid. 6. Agency 6.1 The Client agrees that no joint venture, partnership, employment, or agency relationship exists between The Client and The Company as a result of this agreement or use of the Software. The Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of The Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Software or information provided to or gathered by The Company with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. 7. Amendments 7.1 This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties to this Agreement. 8. Assignment 8.1 This Agreement is personal to the parties and, subject to clause 7.2 below, neither this Agreement nor any rights, licenses or obligations under it, may be assigned by either party without the prior written approval of the other party. 8.2 Notwithstanding the foregoing, either party may assign this Agreement to any acquirer of all, or of substantially all, of such party's equity securities, assets or business relating to the subject matter of this Agreement, or to any entity controlled by, that controls, or is under common control with, a party to this Agreement. Any attempted assignment in violation of this clause will be void and without effect. 9. Entire agreement 9.1 Unless otherwise specified herein, this agreement constitutes the entire agreement between The Client and The Company with respect to the Software and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between The Client and The Company with respect to the Software. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English. 9.2 Any quotation, Statement Of Work (SOW) and Purchase Order will refer to this Agreement, except otherwise stated and agreed in writing by any party. 10. Notices 10.1 All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email) and be addressed according to information provided on an Agreement or Statement of Work. All notices, consents and other communications between the parties under this agreement will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section. 11. Schedules 11.1 The provisions of Schedules 1,2, and 3 shall form part of this Agreement as if set out here. 12. Subcontracting 12.1 The Company may perform any or all of its obligations under this Agreement through agents or subcontractors, provided that the Company shall remain liable for such performance and shall indemnify the Client against any loss or damage suffered by the Client arising from any act or omission of such agents or subcontractors. 13. Governing Law and Dispute Resolution 13.1 Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than one (1) month, either party may terminate this Agreement by written notice to the other party. 13.2 Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both The Client and The Company agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. 13.3 In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in the State of Oregon. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions. 13.4 This Agreement and all matters arising from it shall be governed by and construed in accordance with the laws of The United States of America in the State of Oregon. 13.5 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. SCHEDULE 2 - SERVICE CHARGES All Fees to be reviewed and agreed with the Client; subject to annual inflationary increases not to exceed 5% and actual level of Service consumed. 1. Service Fees All Fees are payable by bank transfer or check in USD ($). Fusion will invoice monthly based on usage on qualifying services. FREE/COMP TICKETS: $1 Ticketing Fees: To be mutually agreed upon Equipment Purchase Pricing will be calculated as follows but is subject to change until order is placed EXCLUDING shipping, handling, and applicable tax: To be mutually agreed upon SCHEDULE 3 – SERVICE LEVEL AGREEMENT The Company uses Amazon Web Services (“AWS”) to host and process data as detailed below. 1. Communication The Company offers two communication points. Email ([email protected]) 2. Data Protection The Company’s gateway uses HTTPS. All data is backed up daily by Amazon Web Services - details on data protection in place can be found here: 3. Data Storage Data will be stored but not limited to the following countries: The United States of America, EU, and Ireland. 4. Performance Availability objective = 99% 24 x 7 x 365 The Services will be available at a targeted 99% of the time over any given month, except for planned downtime. Planned downtime excluding emergencies normally takes place outside core daytime and evening hours. Any planned downtime outside of this parameter will be notified in advance to the Client. 5. Incident Management The Company will provide support to the Client based in accordance with the Clients Plan (Self Service vs. Enterprise). Below the Company has outlined it’s 4 Severity Levels, Description, Expected Response Time, and Expected Correction Time. The below information shall be used in it’s sole purpose as a reference outline, not to be used as a contractually binding article. The Company reserves the right at its sole discretion to assign Severity Levels in accordance with their commercially reasonable opinion. Severity Level Description Expected Response Time Expected Correction Time Level 1 (Urgent) A critical level event that makes the system in-operable, in-accessible, or otherwise critically not working. 1 Hour 2 Hours Level 2 (High) A high level event that highly impacts the useability of a non-core feature such as a user not being able to add products to their profile or adding additional users. 4 Hours (Monday - Friday 0800 - 1700 PST) 48 Hours Level 3 (Medium) A moderate event that impacts a non-critical feature that has a work around such as sending a document or editing text. 24 Hours (Monday - Friday 0800 - 1700 PST) Next Scheduled Release Level 4 (Low) A minor event such as spelling errors or errors that do not meaningfully impact useability. 7 Days (Monday - Friday 0800 - 1700 PST) Next Scheduled Release 6. Emergency Instances In some instances such as but not limited to Level 1 and 2 Incidents emergency changes must be made outside the Company’s normal release schedule. In such instances approval must be obtained by the Company’s Chief Technology Officer. 7. Support Staffing The Company prides itself on Exceptional Support and where commercially reasonable will maintain an adequate staffing level for support and service. 8. Training Training is available via the Company’s Knowledge Center for Self Service Clients, unless otherwise agreed upon in writing and approved by the Company Enterprise Clients will have training available via the Company’s Knowledge Center and a Train the Trainer session, in intervals mutually agreed upon in writing. It shall be the Client’s responsibility to manufacture all training articles and/or user guides pursuant to training the Clients users. 9. Exclusions The following Service Level Exclusions shall be considered a Relief Event: Third-party elements that the Company cannot reasonably control; Acts beyond the Company’s reasonable control, including but not limited to, other activities directed by the Client, natural disasters, changes resulting from government, political, or other regulatory actions, strikes or labor disputes, acts of civil disobedience, acts of war, acts against parties (including carriers and other vendors, and other force majeure items; The Client’s lack of availability within a Commercially Reasonable matter to respond to incidents which require participation for resolution. SCHEDULE 4 – Equipment Rental IN CONSIDERATION OF the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Owner (Fusion) leases the Equipment to the Hirer (The Client), and the Hirer leases the Equipment from the Owner on the following terms: 1 Definitions 1.1 The following definitions are used but not otherwise defined in this Agreement: "Equipment" means: Equipment mutually agreed upon 1.2 "Total Loss" means any loss or damage that is not repairable or that would cost more to repair than the market value of the Equipment. 2 Lease 2.1 The Owner agrees to lease the Equipment to the Hirer, and the Hirer agrees to lease the Equipment from the Owner in accordance with the terms set out in this Agreement. 3 Use of Equipment 3.1 The Hirer will use the Equipment in a good and careful manner and will comply with all of the manufacturer's and Owner’s instructions and recommendations in respect of the use of the Equipment and will comply with any applicable laws and regulations including, but not limited to, environmental and copyright law. 3.2 The Hirer will use the Equipment for the purpose for which it was designed and not for any other purpose. 3.3Unless the Hirer obtains the prior written consent of the Owner, the Hirer will not alter, modify or attach anything to the Equipment. 4 Repair and Maintenance of Equipment 4.1 If the Equipment is not in good repair, appearance, and condition when it is returned to the Owner, the Owner may make such repairs or may cause such repairs to be made as are necessary to put the Equipment in a state of good repair, appearance and condition. The Owner will make the said repairs within a reasonable time of taking possession of the Equipment and will give the Hirer written notice of and invoices for the repairs. Upon receipt of such invoices, the Hirer will immediately reimburse the Owner for the actual expense of those repairs. 5 Warranties 5.1 The Equipment will be in good working order and good condition upon delivery. 6 Loss and Damage 6.1 To the extent permitted by law, the Hirer will be responsible for risk of loss, theft, damage or destruction to the Equipment from any and every cause. 6.2If the Equipment is lost or damaged, the Hirer will continue paying Rent, will provide the Owner with prompt written notice of such loss or damage 6.3 In the event of Total Loss of the Equipment, the Hirer will provide the Owner with prompt written notice of such loss and will pay to the Owner all unpaid Rent for the Term plus the Replacement Value of the Equipment. 7 Ownership, Right to Lease and Quiet Enjoyment 7.1 The Equipment is the property of the Owner and will remain the property of the Owner. 7.2 The Hirer will not encumber the Equipment or allow the Equipment to be encumbered or pledge the Equipment as security in any manner. 7.3 The Owner warrants that the Owner has the right to lease the Equipment according to the terms in this Agreement. 7.4 The Owner warrants that as long as no Event of Default has occurred, the Owner will not disturb the Hirer's quiet and peaceful possession of the Equipment or the Hirer's unrestricted use of the Equipment for the purpose for which the Equipment was designed. Indemnity 7.5 The Hirer will indemnify and hold harmless the Owner against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including all legal fees and costs, arising out of or related to the Hirer's use of the Equipment. 8 Default 8.1 The occurrence of any one or more of the following events will constitute an event of default ("Event of Default") under this Agreement: The Hirer fails to pay any amount provided for in this Agreement when such amount is due or otherwise breaches the Hirer's obligations under this Agreement. The Hirer becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the bankruptcy law of the United States of America or another competent jurisdiction. 9 Remedies 9.1 On the occurrence of an Event of Default, the Owner will be entitled to pursue any one or more of the following remedies (the "Remedies"): Declare the entire amount of the Rent for the Term immediately due and payable without notice or demand to the Hirer. Apply the Deposit toward any amount owing to the Owner. Commence legal proceedings to recover the Rent and other obligations incurred before and after the Event of Default. Take possession of the Equipment, without demand or notice, wherever the same may be located, without any court order or other process of law. The Hirer waives any and all damage occasioned by such taking of possession. Terminate this Agreement immediately upon written notice to the Hirer. Pursue any other remedy available in law or equity. 10 Entire Agreement 10.1 This Agreement will constitute the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of this Agreement will not be binding on either Party except to the extent incorporated in this Agreement. 11 Payment 11.1 All dollar amounts in this agreement refer to United States Dollars, and all payments required to be paid under this Agreement will be paid in United States Dollars prior to the shipment of the devices unless the Parties agree otherwise. 12 Interpretation 12.1 Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 13 Governing Law 13.1 This Agreement will be construed in accordance with and governed by the laws of the United States of America specifically the State of Oregon and the Parties submit to the exclusive jurisdiction of the State of Oregon courts. 14 Severability 14.1 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by both Parties subsequent to the expungement of the invalid provision. 15 General Terms 15.1 Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected. 16 Notice to Hirer 16.1 NOTICE TO THE HIRER: This is a lease. You are not buying the Equipment. Do not sign this Agreement before you read it.

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