Fusion™ Workflow Suites General Terms

Last updated: June 4, 2025

This Master Customer Agreement (“Agreement”) is made on ________ between The Fusion Syndicate, an Oregon Limited Liability Company (“TFS”), and _______________________ a[n] ___________ _________________ (“Customer”). This Agreement consists of this Master Customer Agreement, any Statement(s) of Work, and all Offerings provided by TFS to Customer. TFS and Customer may each be referred to as a “Party” and together, the “Parties”.

DEFINITIONS
“TFS Materials” means all materials, including software, tools, know-how, utilities, methodologies, inventions or innovations of any kind and/or information that TFS may create, conceive, develop, use or reduce to practice, alone or jointly with others, in the course of, or as a result of, performing Services, including any modifications or improvements to such materials.
“Confidential Information” means any non-public information that is designated “confidential” or that a reasonable person should understand is confidential. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; or (3) can be shown to have been independently developed by the receiving party.
“Customer Data” means any information, in any form, format or media (including paper, electronic and other records), provided by Customer that TFS may operate on, where such operation is on the Customer’s behalf as part of providing Offerings.
“Deliverables” means the written work product to be delivered to TFS as set forth in an agreed upon Statement of Work.
“End User” means the individuals authorized by a Customer to access and use the Products and Hosted Services.
“Feedback” means any input, analysis, advice, criticism, suggestions, or other information regarding the quality, reliability, performance, features, functionality, operations, plans, or roadmaps of the products, services, or business plans provided by Customer to TFS.
“Hosted Service” means software, applications, information technology infrastructure components and/or functions access by Customer from TFS via the Internet.
“Intellectual Property (IP)” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
“Offering(s)” means all Products, Hosted Services, and Professional Services offered by TFS under this Agreement.
“Personal Information” means (a) any information relating to an identified or identifiable natural person; or (b) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the processing of information about an identified or identifiable person.
“Product(s)” means the software provided by TFS under the terms of this Agreement, including without limitation runtime code that is delivered for the functionality of a Hosted Service.
“Professional Services” means the services described in a Statement of Work.
PRODUCTS AND HOSTED SERVICES
Offerings are licensed and not sold. Upon TFS’s acceptance of an order and subject to Customer’s compliance with this Agreement, TFS grants Customer a nonexclusive and limited license to use the Products ordered as provided in this Agreement. These licenses are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.
License Duration. Hosted Services and some Products are licensed on a subscription basis for the period of time specified in the Order. Subscriptions expire in accordance with the terms of the Order. The Subscription term for Hosted Services that are billed in arrears based on usage is the same as the billing period unless otherwise specified in the Product Order.
End Users. Customer will control access to, and use of, the Products and Hosted Services by End Users and ensure that only the authorized number of End Users are permitted to access and use the Products and Hosted Services. Customer is responsible for any use of the Products or Hosted Services by an End User that does not comply with this Agreement.
Customer may order Offerings for use by its wholly owned subsidiaries and affiliates (“Affiliates”). If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against TFS. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement.
Reservation of Rights. TFS reserves all rights not expressly granted in this Agreement. Products and Services Deliverables are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement TFS patents or other TFS intellectual property in the device itself or in any other software or devices.
Acceptable Use and Restrictions. As a condition of this Agreement, Customer must not (and is not licensed to except as expressly permitted by law or in the Offering documentation):

reverse engineer, decompile, or disassemble any Product, Hosted Service, or Deliverable, including prompts, models, training or knowledge documents, or other components thereof or attempt to do so (except where applicable law permits despite this limitation);
not to probe, scan, or test the functionality of any Product, Hosted Service, or Deliverable, including prompts, models, or other components thereof in an attempt to access or derive its prompts, models, or other underlying components;
install or use non-TFS software or technology in any way that would subject TFS’s intellectual property or technology to any other license terms, restrictions, or liability;

work around any technical limitations in a Product, Hosted Service, or Deliverable or any restrictions in Offering documentation;
rent, lease, loan, export, or sell access to the Offerings or Materials to any third party, or sign up for the Services on behalf of a third party;
interfere with, disrupt, alter, or modify the Offerings or any part thereof, or create an undue burden on the Hosted Services or the networks (including TFS’s partners’ networks) or services connected to the Hosted Services;
access or use the Services in a manner that violates or is intended to circumvent restrictions set forth in the Agreement, including without limitation sharing passwords between End Users when an Offering is provided on a per-seat basis;
Use the Offerings in a manner that violates the law or rights of individuals;
process or collect personal or business credit card information; or
use the Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 without TFS’s written consent.

A failure to comply with this Acceptable Use and Restrictions policy may result in the immediate termination of the Offering without refund.

PROFESSIONAL SERVICES
1. Statement(s) of Work. Statement(s) of Work will be used to process Customer purchases of Professional Services and Deliverables. Each Statement of Work incorporates the terms and conditions of this Agreement and will be attached to and incorporated into this Agreement. The Parties may elect at any time to modify a Statement of Work by written amendment or change order. Any such modification must be signed by each Party’s duly authorized representative.
2. Performance of Professional Services. Upon TFS’s acceptance of each Statement of Work and subject to Customer’s compliance with this Agreement, TFS will perform the Professional Services ordered as provided in this Agreement and the applicable Statement of Work.
3. Professional Services. TFS agrees to use commercially reasonable efforts to perform the Professional Services listed in the Statement of Work. Customer acknowledges and agrees that the performance of the Professional Services do not guaranty results and/or outcomes.
4. Upon full payment by Customer, TFS agrees to grant to Customer a limited irrevocable license to use, reproduce and create derivative works from the Deliverables solely for its internal business purposes, as well as for auditors, counsel or requesting governmental or regulatory bodies. Customer acknowledges and agrees that such license expressly excludes any TFS IP included in the Deliverables.
BETA TESTING AND FEEDBACK

Offerings provided to Customers that are labeled as “PREVIEW” or “BETA” or “EVAL” are provided for the additional consideration of Customer to:

Use reasonable efforts to test the features and capabilities of the Software.
Keep accurate written records of all tests performed and their results.
Promptly report to TFS any errors or bugs observed in the Offerings.
Participate in regular meetings with TFS to provide feedback on the Offerings, including the features, functionality, errors, and suggested improvements.
Provide Feedback, which shall become the Confidential Information and Intellectual Property of TFS upon its disclosure to TFS.

PRICING AND PAYMENT
1. TFS will provide the Offerings in in accordance with the Order form. Customer may purchase Offerings through the issuance of a purchase order or directly via invoicing from TFS. Purchase Orders, even if accepted, will not modify, amend, or change any of the terms of this Agreement in accordance with Section 10.d.
2. Pricing and payment terms are provided in the Order.All invoices are to be paid within 30 days of the date listed on the invoice. Unpaid invoices will accrue interest at the maximum amount permitted by law.
3. Audit Right. Upon TFS’s request and at TFS’s expense, TFS or its designees may audit Contractor’s written records relating to the payment under this Agreement. Customer shall promptly provide TFS or its designee with access to such records and any supporting documentation as may be reasonably requested by TFS or its designee. If any audit reveals that Customer has underpaid TFS, TFS shall notify Customer of the amount of such discrepancy and Customer shall promptly pay TFS the amount. If any such audit reveals a payment discrepancy to TFS greater than $1,000, Contractor will reimburse TFS for the reasonable costs of the audit.
INTELLECTUAL PROPERTY
1. As between TFS and Customer, Customer owns all right, title, and interests to any and all output generated through Customer’s use of the Product(s) and/or Hosted Service(s). Intellectual Property made, developed or created by TFS or Customer prior to the effective date of this Contract shall continue to be owned exclusively by TFS or Customer, respectively. Notwithstanding the foregoing, Customer acknowledges that TFS may use TFS IP to provide services hereunder, and that Customer may obtain access to certain TFS IP as a result of TFS’s performance of its obligations under this Contract, and Customer agrees that TFS IP is and shall remain the sole and exclusive property of TFS and that TFS shall retain all right, title and interest in and to the TFS IP and all derivative works thereof. Customer specifically waives all right, title and interest, including copyright, in such TFS IP.
2. Reservation of Rights. Except as provided in this Agreement, Customer obtains no other rights in TFS Intellectual Property, and TFS expressly reserves their rights.
DATA PROCESSING AND PROTECTION
TFS will process Customer Data and Personal Data as provided in this Agreement and the Privacy Notice provided at https://thefusionsyndicate.com/privacy-policy/, which is incorporated by reference. Before providing Personal Data to TFS, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and data protection laws.
To the extent that Customer provides Personal Data to TFS for processing from data subjects present in the UK or EU, Customer acknowledges and agrees that it has taken all necessary steps to comply with applicable laws for the transfer of such Personal Data to TFS in the United States and grants TFS permission to process such Personal Data in accordance with this Agreement.
TFS has implemented and maintains appropriate technical and organizational measures to ensure a level of security appropriate for the risk, considering the state of the art, cost of implementation and the nature, scope, context, and purposes of its processing of Personal Data and the risks that such processing poses to the rights and freedoms of natural persons.
CONFIDENTIALITY

This Agreement is governed by the NDA between Customer and TFS. If no NDA is effective as of the Effective Date of this Agreement, the following terms shall apply:

Protection of Confidential Information. Each Party will take reasonable steps to protect the other’s Confidential Information and will use the other Party’s Confidential Information only for purposes provided in this Agreement. Neither Party will disclose Confidential Information to third parties, except to its employees, contractors, advisors, and consultants (“Representatives”), and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each Party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other Party.
Disclosure required by law. A Party may disclose the other’s Confidential Information if required by law, but only after it notifies the other Party (if legally permissible) to enable the other Party to seek a protective order.
These obligations apply until such time as the disclosing Party makes the Confidential Information available without any restrictions of confidentiality

TERM AND TERMINATION
This Agreement is effective until terminated by a Party, as described below.
Termination without cause. Either Party may terminate this Agreement without cause on 60 days’ notice. Termination without cause will not affect Customer’s perpetual licenses. Licenses granted on a subscription basis and access to Hosted Services and Professional Services will continue for the remainder of the then-current subscription period(s) or Statement of Work term, subject to the terms of this Agreement.
Termination for cause. Without limiting other remedies it may have, either Party may terminate this Agreement on 30 days’ notice for material breach if the other Party fails to cure the breach within the 30-day notice period. Upon such termination, the following will apply:

All licenses granted under this Agreement will terminate immediately except for fully paid, perpetual licenses.
All amounts due under any unpaid invoices shall become due and payable immediately. For Subscriptions billed in arrears based on usage, Customer must pay for all unpaid usage as of the termination date immediately upon receipt of an invoice.
If TFS is in breach, Customer will receive a credit for any Subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.
Customer must pay for all Professional Services provided as of the termination date immediately upon receipt of an invoice.

During any period of material breach by Customer, TFS may suspend a Subscription or Statement of Work without terminating this Agreement. TFS will give Customer 30 days’ notice before such suspension unless TFS reasonably believes immediate suspension is required to prevent unauthorized access to Customer Data or to ensure the ongoing confidentiality, integrity, availability, or resilience of TFS’s systems and services.
Termination to comply with laws. TFS may modify or discontinue offering a Product or Professional Service and/or terminate a Subscription or Statement of Work for that Offering in any country or jurisdiction where there is any current or future government requirement or obligation that

subjects TFS to any regulation or requirement that is not generally applicable to businesses operating there;
presents a hardship for TFS to continue offering the Offering without modification; or
causes TFS to believe this Agreement or the Offering may conflict with any such requirement or obligation. If TFS terminates a Subscription or Statement of Work under this provision, Customer will receive, as its sole remedy, a refund for any amount paid in advance for any period after termination. Customer will pay for all services provided or used before termination.

GENERAL TERMS

TFS hereby represents and warrants to Customer that Professional Services will be provided in a professional manner pursuant to industry standards for the same or similar services. SUCH LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TFS EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

In the event of a breach of the warranty set forth in this Section, TFS’s sole obligation will be to re-perform that portion of the Services that did not comply with the warranty; provided, however, that Customer notifies TFS of any such breach within thirty (30) days of delivery of the Professional Service at issue. If after using commercially reasonable efforts TFS is unable to furnish the Professional Service that comply with the above warranty, Customer will be entitled to a refund of the fees paid to TFS for that portion of the Professional Services that did not comply with the warranty. Except to the extent of TFS’s indemnification obligations under this Agreement, the foregoing represents Customer’s sole and exclusive remedy for any breach of warranty under this Agreement.

Limits of Liability

EXCEPT FOR ANY DAMAGES ARISING PURSUANT TO SECTIONS 8 (CONFIDENTIALITY), 10.A (WARRANTIES), AND 10.C (INDEMNITY), NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES AND/OR PRODUCTS SUPPLIED UNDER THIS AGREEMENT, EVEN IF THE PARTIES HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. TFS’S CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR SALE OF THE PRODUCTS OR SERVICES, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO [TFS] BY CUSTOMER UNDER THE APPLICABLE ORDERS OR STATEMENTS OF WORK IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including without limitation the economic terms, would be substantially different.

Customer agrees to indemnify, defend, and hold TFS, it affiliates, and personnel harmless from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to your use of the Offerings or any violation of this Agreement.
This Agreement may not be changed except by an amendment explicitly designated to modify this Agreement signed by an authorized representative of each party. Modification, changes, amendments, or addendums included in a purchase order, invoice payment, or other purchasing documentation are expressly rejected in favor of the terms in this Agreement, regardless of whether the order associated with such document is fulfilled.
Independent contractors. The parties are independent contractors. Customer and TFS each may develop products independently without using the other’s Confidential Information.
Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the products and services of others.
Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights TFS may have under this Agreement to receive payment and enforce Customer’s payment obligations, and all assignees may further assign such rights without further consent. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.
If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.
All notices must be in writing. Notices to TFS must be sent to the address of its principal place of business or registered agent on file with the state. TFS may provide Customer with information and notices electronically, including via email, through a portal for an Hosted Service, or through a web site that TFS identifies. Notice is given as of the date it is made available by TFS.
Applicable law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon and federal laws of the United States. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.
Dispute resolution. When bringing any action arising under this Agreement, the parties agree to the following exclusive venues:

If TFS brings the action, the venue will be where Customer has its headquarters.
If Customer brings the action against TFS, the venue will be the state or federal courts in Multnomah County, State of Oregon, USA.
The parties consent to personal jurisdiction in the agreed venues. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.
1. TFS Affiliates and subcontractors. TFS may perform its obligations under this Agreement through its Affiliates and use subcontractors to provide certain services. TFS remains responsible for their performance.
2. Government procurement rules. If Customer is a government entity or is otherwise subject to government procurement requirements, Customer represents and warrants that (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.
3. Compliance with Laws. Products and Services Deliverables may be subject to U.S. and other countries’ export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products and Services Deliverables, including, without limitation, trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) (“Trade Laws”). Customer will not take any action that causes TFS to violate U.S. or other applicable Trade Laws. TFS may suspend or terminate this Agreement to the extent that TFS reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws.
4. Entire Agreement. All schedules, exhibits, attachments and rules referenced in this Agreement are incorporated by reference and made part of the Agreement. These documents constitute the entire agreement between the Parties concerning the subject matter of the Agreement. The Agreement supersedes all prior representations among Parties or oral or written agreements between the Parties concerning the same subject matter.