Terms and Conditions
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TERMS AND CONDITIONSTASK321
Company: Fusion Engineering Group LLCService: TASK321Last Updated: Marzo 20, 2026Effective Date: Marzo 30, 2026
TASK321 SOFTWARE LICENSE
1.1 Grant of License
Subject to full and continuous compliance with these Terms, Fusion Engineering Group LLC (“Fusion”) grants the User a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferable and non-assignable license to access and use the software, applications, interfaces, modules, functions, documentation and components of TASK321 (collectively, the “TASK321 Software”), solely in executable or object code form, and exclusively for internal, legitimate and authorized commercial purposes related to the use of the Services in accordance with these Terms.
This license does not constitute a sale, assignment or transfer of ownership of the TASK321 Software, the Services or any related intellectual property rights. The User acquires only a restricted right of use, strictly under the terms set forth herein.
1.2 Absolute Restrictions
The User is expressly, absolutely and worldwide prohibited, directly or indirectly, by itself or through any third party, from:
copy, reproduce, clone, imitate, mirror, modify, adapt, translate, patch, improve, alter, or create derivative works of the TASK321 Software or any part of the Services;
disassembling, decompiling, reverse engineering, decrypting, deriving, extracting or attempting to discover the source code, structure, logic, architecture, algorithms, models, databases, protocols, interfaces, workflows, know-how or trade secrets of the TASK321 Software, except to the minimum extent expressly permitted by applicable mandatory law;
selling, reselling, sublicensing, leasing, renting, lending, distributing, assigning, transferring, commercially exploiting or making available to third parties the TASK321 Software, in whole or in part;
circumventing, breaching, disabling, interfering with or attempting to bypass any security mechanism, encryption, access control, technical limitation, license, authentication, DRM, key or protection measure implemented by Fusion or its providers;
using the TASK321 Software or any part of its structure, logic, interface, documentation, operation, outputs, datasets, prompts, workflows or architecture to develop, train, validate, improve, compare, offer or commercialize products or services that compete directly or indirectly with TASK321, Fusion or any affiliate;
using scrapers, spiders, crawlers, bots, automated agents or any other unauthorized mechanism to access, extract, collect, index, monitor or reuse data, content or functionalities of the TASK321 Software;
publishing, disclosing, sharing or using benchmarking results, comparative testing, performance analyses, technical tests, stress tests, security tests or functional evaluations of the TASK321 Software without prior written authorization from Fusion;
removing, concealing, altering or modifying copyright notices, trademarks, confidentiality legends, usage restrictions, disclaimers or any other indication of ownership or legal protection included in the TASK321 Software or the Services;
accessing or using the TASK321 Software in violation of applicable law, third-party rights or in any manner that may damage, degrade, interrupt, overload, compromise or endanger the TASK321 Software, the Services or Fusion’s infrastructure.
1.3 Authorized Users and Responsibility of the Account Holder
The license is granted exclusively to the User who accepts these Terms. Where the use of the TASK321 Software occurs within a business account, such use may only be carried out by employees, contractors or representatives duly authorized by the account holder and exclusively for internal purposes related to the legitimate operations of the User.
The account holder shall be fully and jointly responsible for all acts, omissions, access, configurations, instructions, content, automations and uses of the TASK321 Software carried out by any authorized user, subuser, employee, contractor or third party accessing through its credentials, permissions or account.
1.4 Ownership and Reservation of Rights
The TASK321 Software is licensed, not sold. Fusion, its affiliates and/or its licensors retain at all times and exclusively all rights, title and interest in and to the TASK321 Software, the Services and all related technology, documentation and materials, including, without limitation, copyrights, trademarks, trade names, trade secrets, patents, designs, databases, interfaces, architecture, know-how, improvements, developments, configurations, derivatives and any other intellectual or industrial property rights, whether registered or unregistered.
All rights not expressly granted to the User in these Terms are reserved by Fusion. Nothing in these Terms shall be interpreted as an assignment, implied license, exhaustion of rights, waiver or limitation of Fusion’s rights.
1.5 Suspension, Revocation and Automatic Termination of the License
Fusion may suspend, limit, restrict or revoke this license immediately, in whole or in part, without liability and without prior notice, if the User:
a. breaches these Terms;b. makes unauthorized use of the TASK321 Software;c. creates a legal, technical, operational, reputational, financial or security risk for Fusion, the Services or third parties;d. fails to pay outstanding fees or charges; ore. becomes subject to an investigation, governmental request, sanction, blocking or circumstance that, in Fusion’s reasonable judgment, justifies restricting access.
Suspension, cancellation or termination of the User’s account, for any reason, shall automatically result in the immediate termination of the license granted in this Section, without the need for prior notice or judicial decision.
1.6 Consequences of Unauthorized Use
Any use of the TASK321 Software outside the scope of this license shall constitute a material breach and a serious infringement of these Terms and of Fusion’s intellectual property rights. In such case, Fusion may, in addition to any other rights or remedies available:
a. immediately suspend or terminate the User’s access to the Services;b. require the immediate cessation of the infringing use;c. claim damages, lost profits, costs, expenses and reasonable attorneys’ fees;d. seek injunctive relief, restraining orders, seizure of digital evidence and any other urgent or equitable remedy available at law, without the need to post bond, to the maximum extent permitted by applicable law.
1.7 Updates, Technical Changes and Future Versions
Fusion may, at its sole discretion and at any time, update, modify, replace, improve, limit, suspend or discontinue the TASK321 Software, any of its functions, modules, integrations, interfaces or components, with or without prior notice, unless applicable law requires otherwise.
Unless Fusion expressly states otherwise in writing, any update, patch, correction, improvement, new version or additional functionality of the TASK321 Software shall automatically be subject to these Terms.
Fusion does not guarantee the availability of a specific version of the TASK321 Software nor the continuity of pre-existing functionalities, integrations, operational flows or compatibilities.
1.8 No Right to Access Code or Internal Materials
Nothing in these Terms shall require Fusion to provide the User with source code, internal documentation, architecture diagrams, models, prompts, internal workflows, proprietary configurations, administrative tools, datasets, technical records or any other material not expressly included within the contracted Services.
1.9 Survival
The usage restrictions, reservation of rights, intellectual property protections and remedies set forth in this Section shall survive the suspension, cancellation or termination of the account, the Services or these Terms for the maximum period permitted by applicable law.
2. RESTRICTIONS ON THE USE OF MATERIALS
The User may use the website, application, TASK321 Software, documentation, interfaces, content and Services only to the extent strictly necessary to legitimately access and use the Services within its authorized commercial activity and in accordance with these Terms.
Unless expressly authorized in advance and in writing by Fusion Engineering Group LLC (“Fusion”), the User is strictly prohibited, directly or indirectly, by itself or through third parties, from:
2.1 Credentials and Access
Transferring, sharing, disclosing, selling, assigning, publishing or making available to third parties its username, password, access token, API credentials, keys, sessions, access links, verification codes or any other authentication or authorization mechanism related to the Services.
2.2 Copying or Exploitation of Materials
Copying, reproducing, cloning, republishing, uploading, posting, transmitting, distributing, displaying, storing, mass downloading, exploiting or reusing, in whole or in part, any protected material forming part of the Services, including, without limitation, images, illustrations, designs, icons, photographs, videos, texts, code, documentation, interfaces, support materials, database architecture, visual structure, operational workflows, prompts, templates, configurations, functional logic and any other content or materials of Fusion.
2.3 Use Outside the Permitted Purpose
Modifying, adapting, translating, reorganizing, repackaging, altering or using the materials or content of the Services for a purpose other than that expressly intended by Fusion, or in a manner that violates copyrights, trademarks, trade secrets, confidentiality, contractual rights or any other rights of Fusion or third parties.
2.4 Use in Other Environments
Using, embedding, mirroring, replicating, displaying, hosting or exploiting any part of the materials or contents of the Services on another website, application, platform, public or private repository, SaaS environment, multi-user environment, shared system or network computing environment, except to the extent expressly permitted in these Terms or authorized in writing by Fusion.
2.5 Competitive Development
Developing, offering, assisting, training, improving or commercializing products or services that compete directly or indirectly with TASK321 using, copying, observing, extracting, leveraging or reproducing the know-how, interface, operational logic, architecture, user experience, documentation, commercial structure or any other distinctive or functional element of TASK321 or the Services.
2.6 Automated Extraction and Reuse
Using bots, scrapers, spiders, crawlers, extractors, automated agents, capture tools, data mining processes or any other automated or semi-automated mechanism to access, collect, index, copy, monitor, download, reuse or exploit data, materials or content of the Services without prior written authorization from Fusion, including, without limitation, the use of such data, materials, content, flows, interfaces, prompts, responses, structures or functionalities to train, feed, adjust, validate, improve or develop artificial intelligence models, automated systems or proprietary or third-party tools.
2.7 Removal of Ownership Notices
Removing, concealing, altering or modifying copyright notices, trademarks, ownership legends, usage restrictions, license terms, confidentiality notices, attributions or any other legal or technical indication included in the materials or content of the Services.
2.8 Infringing or Harmful Use
Using the materials or content of the Services in any manner that:
a. violates applicable law;b. infringes third-party rights;c. misleads as to the ownership, origin or affiliation of the materials;d. damages, degrades, interrupts, overloads or compromises the Services or Fusion’s infrastructure; ore. harms Fusion commercially, technically, reputationally or legally.
2.9 Trademarks and Distinctive Signs
All trademarks, service marks, trade names, logos, designs, product names, slogans, distinctive signs and other branding elements incorporated into the Services are the exclusive property of Fusion or its licensors. Nothing in these Terms grants the User any license or right to use such trademarks or distinctive signs except for the strictly necessary and incidental use required to use the Services in accordance with these Terms.
2.10 Measures for Breach
Any unauthorized use of the materials or contents of the Services shall constitute a material breach of these Terms and may result, at Fusion’s sole discretion, in the immediate suspension or termination of the User’s access, without prejudice to Fusion’s right to claim damages, lost profits, legal fees, injunctive relief, restraining orders, seizure of digital evidence and any other remedy available at law or in equity.
2.11. Mandatory Human Verification.
User acknowledges that outputs generated by artificial intelligence modules are technical assistance tools and do not constitute professional advice or certified engineering judgments. User is solely responsible for reviewing, verifying, and validating any outputs, calculations, or designs before implementation, holding Fusion harmless from any consequences arising from the application of such outputs.
3. TERMINATION
3.1 Termination by Fusion for Cause
Fusion Engineering Group LLC (“Fusion”) may, at its sole discretion, without the need to state additional cause, without prior notice and without the User having any right to compensation, indemnification or refund, suspend, limit or terminate the User’s account and/or access to the Services when:
a. the User breaches any provision of these Terms;b. the User engages in improper, unauthorized or fraudulent use of the Services;c. the User carries out illegal activities or activities contrary to applicable regulations;d. the User fails to comply with payment obligations;e. the User fails to comply with insurance requirements where applicable;f. the User’s use of the Services represents a legal, technical, operational, reputational or security risk for Fusion, other users or third parties; org. Fusion receives a request from a competent authority or detects circumstances that reasonably justify suspension or termination.
3.2 Termination for Convenience by Fusion
Fusion may terminate these Terms, in whole or in part, for convenience and without cause, by notifying the User at least thirty (30) days in advance via the email associated with the account.
In such case, the User shall not be entitled to reimbursement of amounts already paid unless applicable law provides otherwise.
3.3 Termination by the User
The User may cancel their account and terminate these Terms at any time through the mechanisms available on the platform or by submitting a request to support.
Termination shall not entitle the User to reimbursement of amounts paid unless mandatory legal provisions provide otherwise.
3.4 Effects of Termination
Upon termination for any reason:
a. the license to use the TASK321 Software shall immediately cease;b. the User shall stop using the Services;c. Fusion may suspend or delete access to the account and associated data;d. the User shall delete any Fusion material in its possession;e. all obligations that by their nature should survive shall remain in effect, including, without limitation: intellectual property, limitation of liability, indemnification, confidentiality, data use, dispute resolution and any other continuing obligation.
3.5 User Data
Following termination, Fusion may, at its sole discretion:
a. retain the User’s data for the period necessary to comply with legal, regulatory or contractual obligations;b. delete, anonymize or block access to such data after such period.
The User may request an export of their data within a reasonable period prior to deletion, subject to technical, legal or security limitations.
3.6 Preventive Suspension
Without prejudice to termination, Fusion may temporarily suspend the User’s access to the Services immediately and without prior notice where necessary to:
a. investigate potential breaches;b. prevent damage, fraud or unauthorized access;c. protect the security, integrity or operation of the Services; ord. comply with legal or regulatory requests.
3.7 No Liability
Fusion shall not be liable for any loss, damage, business interruption, loss of revenue, loss of data or any other consequence arising from the suspension or termination of access to the Services to the maximum extent permitted by applicable law.
3.8 Legal Remedies
Violation of these Terms may cause irreparable harm to Fusion. Accordingly, Fusion shall have the right to initiate legal action, including injunctive or equitable relief, without prejudice to claiming damages and any other remedy available under applicable law.
4. SERVICE SUSPENSION AND MAINTENANCE
4.1 Right of Operational Suspension
Fusion Engineering Group LLC (“Fusion”) reserves the right to suspend, interrupt, limit or modify temporarily or permanently access to the Services, or any part thereof, at any time and with or without prior notice, for operational, technical or commercial reasons, including, without limitation:
a. scheduled or corrective maintenance;b. updates, improvements or system changes;c. security incidents;d. technical failures, network interruptions or infrastructure issues;e. dependency on third-party services; orf. any other cause necessary for the operation, protection or evolution of the Services.
4.2 Scheduled Maintenance
Fusion may perform scheduled maintenance tasks that may involve interruptions or limitations in the Services. When reasonably possible, Fusion will make commercially reasonable efforts to notify such interruptions in advance.
4.3 Suspension for Breach or Risk
Fusion may immediately suspend, in whole or in part, the User’s access to the Services, including on a preventive basis and even upon a reasonable suspicion, without prior notice, when it determines, at its sole discretion, that:
a. the User has breached these Terms;b. the User’s use of the Services represents a risk to the security, stability or integrity of the platform;c. there are indications of fraud, abuse, misuse or illegal activity;d. the User has failed to comply with payment obligations; ore. such action is necessary to protect Fusion, other users or third parties.
4.4 Duration of Suspension
The suspension may remain in effect for as long as Fusion considers necessary to investigate, correct or mitigate the cause that originated it, or until it is resolved through the definitive termination of the account in accordance with Section 3.
4.5 Changes to the Services
Fusion may, at its sole discretion and at any time:
a. modify, update or remove functionalities;b. change features, interfaces or integrations;c. introduce new technical or commercial conditions;d. discontinue the Services in whole or in part.
Fusion does not guarantee the continuous availability of any specific functionality.
4.6 Dependence on Third Parties
The User acknowledges that the Services may depend on infrastructure, platforms or services of third parties. Fusion shall not be responsible for interruptions, failures or limitations resulting from such third parties.
4.7 Disclaimer of Liability
Fusion shall not be liable for any loss, damage, business interruption, loss of revenue, loss of data or any other consequence resulting from:
a. suspension or interruption of the Services;b. maintenance tasks;c. changes in functionalities;d. technical failures; ore. dependence on third-party services,
except where the law expressly prohibits such limitation.
5. WARRANTIES
5.1 “AS IS” and “AS AVAILABLE” Services
The Services, the TASK321 Software, the platform, applications, website, integrations, functionalities and all related content (collectively, the “Services”) are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind by Fusion Engineering Group LLC (“Fusion”).
5.2 Disclaimer of Warranties
Fusion expressly disclaims any kind of warranty, whether express, implied or statutory, including, without limitation:
a. merchantability;b. fitness for a particular purpose;c. uninterrupted or error-free operation;d. accuracy, reliability or timeliness of data;e. integration with third-party systems;f. absence of viruses, malware or other harmful components;g. non-infringement of third-party rights.
5.3 No Guarantee of Results
Fusion does not guarantee that:
the Services will satisfy the specific needs of the User or its clients;the Services will operate without interruptions, errors or delays;the results obtained through the use of the Services will be accurate, reliable or useful;any error or defect will be corrected;the Services will be continuously available;integrations with third parties will function correctly at all times.
the Services may experience outages, interruptions, total or partial unavailability, performance degradation, loss of connectivity, errors, delays or temporary or prolonged failures, whether due to internal causes, external causes, maintenance, third parties, infrastructure or any other technical or operational event.
5.4 Artificial Intelligence, Automations and Generated Responses
Where the Services include functionalities based on artificial intelligence, automations, automatic responses, quote generation, job assignment, automated messaging, integrations with communication platforms (including, without limitation, WhatsApp), or any type of automated processing of data or instructions:
a. results may be incorrect, incomplete, inaccurate, inconsistent, outdated, ambiguous or not suitable for the specific situation;b. responses may be inappropriate, erroneous, duplicated, out of context or contrary to the User’s instructions;c. errors may occur in calculations, quotes, estimated prices, times, assignments, availability, addresses, customer data or any other automatically generated content;d. failures, delays, interruptions, message loss, incorrect deliveries or partial or defective execution of automations may occur;e. results may be affected by incomplete data, configuration errors, integrations with third parties, changes in APIs or technical limitations;f. such results do not constitute professional, legal, financial, technical or commercial advice;g. they do not replace human review, validation or supervision;h. they may impact the relationship between the User and its clients, including errors in communication, pricing, timing or services offered.
The User acknowledges and agrees that:
i. the User is solely responsible for reviewing, validating and approving any result before using or communicating it to third parties;j. the User assumes full responsibility for the use of responses, automations or decisions based on such functionalities;k. Fusion does not guarantee the accuracy, reliability, availability, legality or usefulness of any generated result;l. Fusion shall not be liable for losses, claims, damages, commercial errors, conflicts with customers, economic losses or any other consequence, direct or indirect, arising from the use of these functionalities, as well as from the use of any other functionality of the Services, including those based on artificial intelligence, automations or integrations with third-party services, except where the law expressly prohibits such limitation.
5.5 Dependence on Third Parties
The Services may depend on infrastructure, software, APIs, platforms or providers of third parties. Fusion does not guarantee the availability, continuity or operation of such external services.
5.6 Use at the User’s Full and Sole Responsibility
The use of the Services is carried out at the User’s full and sole responsibility.
The User assumes all risks associated with the use of the TASK321 Software, including any commercial, operational or technical decision made based on the information or functionalities provided by the Services.
5.7 No Additional Warranties
No information, recommendation or communication, whether oral or written, provided by Fusion or through the Services shall create any warranty not expressly established in these Terms.
5.8 Downloaded Material
Any material, data or content obtained through the use of the Services shall be used at the User’s sole responsibility. Fusion shall not be responsible for damage to systems, loss of data or any consequence arising from its use.
5.9 Legal Scope
The disclaimers of warranties set forth in this Section shall apply in all cases except where the law expressly prohibits such exclusion.
6. LIMITATION OF LIABILITY
6.1 Exclusion of Damages
Fusion Engineering Group LLC (“Fusion”), its affiliates, directors, employees, agents, providers and licensors shall not be liable to the User or to third parties for any indirect, incidental, special, exemplary, punitive or consequential damages, including, without limitation:
a. loss of revenue, profits or business;b. loss of customers, contracts or business opportunities;c. loss, corruption or inaccuracy of data;d. interruption of commercial activity;e. reputational damage;f. costs of substitute services;g. business decisions made by the User;h. errors in quotes, communications or automations;i. conflicts with customers or third parties;j. any result arising from the use of artificial intelligence, automations or integrations with third parties.
6.2 Maximum Liability Cap
In all cases, the total, cumulative and maximum liability of Fusion, for any claim, action or demand arising out of or related to the Services, the TASK321 Software or these Terms, shall be limited to the lesser of the following amounts:
a. one hundred U.S. dollars (USD $100); orb. the total amount actually paid by the User to Fusion during the thirty (30) days immediately preceding the event giving rise to the claim.
This limit shall apply globally and cumulatively regardless of the number of claims, events or causes.
6.3 Basis of the Agreement
The User acknowledges and agrees that the limitations set forth in this Section constitute an essential part of the agreement between the parties and that Fusion would not have provided the Services without such limitations.
6.4 Scope of the Limitation
The limitations of liability set forth in this Section shall apply regardless of:
a. the nature of the action (contract, tort, negligence, strict liability or otherwise);b. whether or not Fusion was advised of the possibility of such damages;c. whether the damages were foreseeable or not;d. any failure of the essential purpose of any limited remedy.
6.5 Exclusion for User and Third-Party Control
Fusion shall not be liable for damages or losses arising from:
a. improper or unauthorized use of the Services by the User;b. errors, decisions or configurations made by the User;c. acts or omissions of employees, contractors or third parties of the User;d. failures, interruptions or decisions of third-party services;e. use of artificial intelligence, automations or external integrations;f. legal or contractual breaches by the User toward third parties.
6.6 Legal Applicability
The limitations of liability set forth in this Section shall apply to the extent permitted by applicable law.
7. INTELLECTUAL PROPERTY
7.1 Ownership
All TASK321 Software, the Services and any related element, including, without limitation, source and object code, database design, architecture, interfaces, user experience, documentation, functionalities, configurations, workflows, prompts, models, content, graphics, logos, trademarks, trade names, domains, designs and materials, as well as any improvement, modification or derivative development of the TASK321 Software or the Services, developed by or for Fusion Engineering Group LLC (“Fusion”), or based directly or substantially on its technology, as well as any feedback, comment, suggestion, recommendation, improvement idea or proposal submitted by the User regarding the TASK321 Software or the Services, shall be and remain the exclusive property of Fusion or its licensors.
Such elements are protected by intellectual property laws, copyright, trademarks, trade secrets and other applicable regulations.
7.2 Prohibition of Copying and Unauthorized Use
It is expressly prohibited for any person or entity, directly or indirectly, by itself or through third parties, to:
a. copy, clone, replicate, imitate, reproduce or recreate the TASK321 Software or any part of the Services;b. develop, offer or commercialize products or services similar to or competing with TASK321 based on the functioning, structure, interface, operational logic or user experience of TASK321;c. reuse, extract or commercially exploit any component, design, functionality or content of the Services;d. access or use the Services for the purpose of analyzing, replicating or extracting their internal functioning or logic.
7.3 Reverse Engineering and Derivatives
No person or entity may, directly or indirectly, decompile, disassemble, reverse engineer, decrypt, or attempt to obtain the source code, algorithms, models, structures, architecture or internal operation of the TASK321 Software, except in cases where the law expressly permits such activity and it cannot be contractually restricted.
7.4 Circumvention of Technical Measures
No person or entity may circumvent, disable, interfere with or manipulate security mechanisms, access controls, encryption, licensing, authentication or any other technical measure implemented by Fusion.
7.5 Reservation of Rights
Except for the limited license granted in these Terms, Fusion does not grant any additional express or implied rights over its intellectual property. All rights not granted are expressly reserved.
7.6 Monitoring and Enforcement
Fusion may monitor, audit or investigate the use of the Services in order to detect potential violations of this Section.
In case of breach, Fusion may initiate civil or criminal legal actions in any competent jurisdiction.
7.7 Injunctive Relief
It is acknowledged that violation of this Section may cause irreparable harm to Fusion. Accordingly, Fusion may seek injunctive relief, restraining orders or any other urgent remedy necessary to stop or prevent the infringement, without prejudice to claiming damages.
7.8 Digital Evidence
Fusion’s electronic records, including logs, access records, use of functionalities, account activity and any other technical data, may be used as valid evidence in any legal or administrative proceeding related to the use of the Services.
7.9 Cooperation
The User agrees to notify Fusion of any unauthorized use or infringement of intellectual property of which the User becomes aware and to reasonably cooperate in the protection of such rights.
8. USE OF TRADEMARKS FOR COMMERCIAL REFERENCES
8.1 Authorization to Use Trademarks
When the User uses the Services for commercial purposes or on behalf of a company (a “Business User”), the User grants Fusion Engineering Group LLC (“Fusion”) a limited, non-exclusive, worldwide, royalty-free and revocable license to use its name, trade name, trademark, logo and other distinctive signs (the “User Marks”) solely for the purpose of identifying the User as a customer or user of the Services in:
a. marketing materials;b. commercial presentations;c. Fusion’s website;d. customer listings;e. institutional or promotional communications.
8.2 Scope of the License
Fusion’s use of the User Marks shall be limited to reasonable informational and promotional purposes and shall not imply:
a. approval, sponsorship or specific endorsement by the User;b. a commercial association other than the relationship arising from the use of the Services;c. substantial alteration of the visual identity of the trademark.
8.3 Revocation
The User may revoke this authorization at any time by written notice to the contact address designated by Fusion.
Fusion shall make commercially reasonable efforts to cease using the User Marks in new publications or materials within a reasonable period after receiving such notice.
8.4 Use by the User
The User may not use Fusion’s trademarks, trade names, logos, distinctive signs, designs, slogans or other branding elements without prior express written authorization. In no event may the User use them in a manner that:
a. misleads regarding alleged representation, sponsorship, association, affiliation or endorsement by Fusion;b. is misleading, false or confusing to third parties;c. damages, dilutes, harms or negatively affects the reputation, image, goodwill or rights of Fusion; ord. violates these Terms or applicable law.
8.5 Limitation of Liability
Fusion shall not be responsible for the use of the User Marks under this authorization, provided that such use is carried out within the terms established in this Section.
9. INSURANCE REQUIREMENTS
9.1 Applicability
This Section shall apply exclusively to Users who use the Services for commercial purposes as service providers (“Business Users”), and only from the moment that Fusion Engineering Group LLC (“Fusion”) enables functionalities involving the assignment, intermediation, connection or facilitation of jobs, services or tasks between users (including, without limitation, a “job marketplace” or equivalent system).
Until such functionalities are activated, compliance with this Section shall not be mandatory. Fusion may notify the activation of this obligation through its usual communication channels.
9.2 Insurance Obligation
Once this Section becomes applicable, Business Users shall maintain, at their sole cost and during the entire duration of their account, insurance coverage appropriate to the nature of their activity, issued by insurers authorized in the relevant jurisdiction.
Fusion may require, at its sole discretion, that the Business User maintain one or more of the following coverages, with the minimum limits determined by Fusion at any given time:
Commercial General LiabilityProfessional Liability (Errors and Omissions)Workers’ Compensation Insurance (where applicable)Cyber LiabilityAny other coverage reasonably necessary according to the type of service
Fusion may modify the types of coverage and required limits at any time by notifying the User, without the need for additional consent.
9.3 Certificate of Insurance
Fusion may require the Business User to provide, within the indicated period, certificates of insurance (COI) demonstrating the validity and compliance of the required coverage, as well as periodic updates or renewals.
9.4 Notification of Changes
The Business User shall notify any cancellation, material modification, suspension or non-renewal of its insurance policies within a reasonable period after becoming aware of such circumstance.
9.5 Non-Compliance
Failure to comply with the obligations set forth in this Section shall entitle Fusion, at its sole discretion and without liability, to:
a. suspend access to the Services;b. limit or disable functionalities;c. prevent participation in job assignment systems;d. terminate the Business User’s account;
without entitlement to reimbursement of amounts paid.
9.6 Exclusive Responsibility of the User
The Business User is solely responsible for evaluating, obtaining and maintaining the insurance coverage necessary for its activities, as well as complying with any legal, contractual or regulatory obligation related to the services it provides.
Fusion does not act as an insurer, insurance intermediary or coverage advisor and assumes no responsibility for the existence, validity, sufficiency or adequacy of the policies contracted by the User.
9.7 Nature of the Relationship
Fusion does not act as an employer, contractor, subcontractor, agency, intermediary, representative or provider of the services offered by Business Users.
Fusion does not participate in the actual provision of services, does not control their execution, does not supervise their quality and does not guarantee their fulfillment.
All contractual, commercial or service relationships are established exclusively between the Business User and its clients.
9.8 Responsibility Toward Third Parties
The Business User shall be solely and exclusively responsible toward its clients and third parties for any damage, loss, breach, error, omission, injury, claim or dispute arising from the services it provides, regardless of the use of the TASK321 Services.
10. PRIVACY AND DATA PROTECTION
10.1 Incorporation of the Privacy Policy
The processing of personal data carried out by Fusion Engineering Group LLC (“Fusion”) in connection with the Services shall be governed by the current TASK321 Privacy Policy, which is incorporated into these Terms by reference and forms an integral part hereof. By accessing, registering for or using the Services, the User acknowledges that they have read and accepted such Privacy Policy.
10.2 Processing of Data by Fusion
The User acknowledges and agrees that Fusion may collect, access, store, organize, use, transmit, process, retain, anonymize, aggregate, back up and delete personal information, commercial information, technical data, metadata, usage logs, communications, configurations, files, content and other information related to the use of the Services to the extent necessary to:
a. provide, operate, administer, maintain, improve, protect and support the Services;b. authenticate users and manage accounts and permissions;c. process payments, subscriptions, renewals and charges;d. provide technical support, resolve incidents and respond to inquiries;e. prevent fraud, abuse, unauthorized access, security incidents and illegal activities;f. comply with legal, regulatory, judicial, tax, accounting and compliance obligations;g. audit, monitor and analyze performance, security, usage and operation of the platform;h. develop, train, test, improve and optimize functionalities, automations and tools of the Services, provided this is carried out in accordance with the Privacy Policy and applicable law.
10.3 Third-Party Data Uploaded by the User
When the User uploads, shares, synchronizes, imports, processes or allows the processing of personal data of third parties through the Services, including, without limitation, data of customers, employees, contractors, suppliers, contacts or any other person, the User represents, warrants and undertakes that:
a. the User has all necessary rights, permissions, consents, notices and legal bases for such processing;b. the User has complied and will comply with all applicable laws regarding privacy, data protection, communications, marketing, messaging and use of personal information;c. the User authorizes Fusion to process such data to the extent necessary to provide the Services to the User; andd. the User shall be solely responsible before third parties, authorities or any claimant for the legality of the collection, upload, use and processing of such data.
10.4 Role of Fusion
To the extent that the User uses the Services to upload or process personal data of third parties in the context of the User’s own commercial activity, Fusion shall act solely as the provider of the platform and, where applicable according to the applicable law and the nature of the processing, as a processor, service provider or equivalent role with respect to such data, and not as an independent controller of the purposes determined by the User.
The User shall remain, in all cases, the primary party responsible for defining the purpose, legal basis, scope, accuracy and legality of the processing of the data incorporated into the Services. Fusion shall not act as an independent controller of such data except to the extent that applicable law expressly requires such role for specific processing activities carried out by Fusion.
10.5 Security
Fusion may implement technical, administrative and organizational measures that it considers reasonable and appropriate to protect information processed through the Services against unauthorized access, loss, alteration, disclosure, destruction, abuse or misuse. Notwithstanding the foregoing, the User acknowledges that no system, network, storage, electronic transmission or third-party service is completely secure or infallible, and that Fusion does not guarantee absolute security, the total absence of incidents or invulnerability against attacks, failures, breaches or events beyond its reasonable control.
10.6 Transfer, Storage and Subprocessors
The User authorizes Fusion to host, transfer, back up, process and subcontract the processing of data with providers, subprocessors, affiliates, cloud infrastructure, support tools, messaging services, analytics, payments, automation, artificial intelligence and other third parties necessary for the provision of the Services, even where this involves national or international data transfers, always in accordance with the Privacy Policy and applicable law.
10.7 Retention and Deletion
Fusion may retain information for as long as reasonably necessary for the provision of the Services, internal operational purposes, backup, prevention of fraud and abuse, resolution of disputes, contractual compliance and compliance with legal, regulatory, tax, accounting or evidentiary obligations. After such period, Fusion may delete, block, anonymize or aggregate the information in accordance with its internal policies and applicable law.
10.8 Requests from Data Subjects and Authorities
Fusion may respond to, forward, reject or comply with requests for access, correction, deletion, restriction, portability or other requests related to personal data, as well as requests from administrative, regulatory, law enforcement or judicial authorities, when necessary or appropriate in accordance with applicable law, the Privacy Policy, the nature of the Service or the valid instructions of the User when applicable.
10.9 Aggregated, Anonymized and Statistical Data
Fusion may use, retain, disclose, commercialize, license, exploit and analyze aggregated, anonymized, de-identified, statistical, technical or usage data that does not reasonably identify the User or identified or identifiable natural persons, for commercial, analytical, statistical, operational, security, improvement, development, internal benchmarking, system training and any other legitimate purpose related to the Services.
10.10 Integrations, Messaging, AI and Third Parties
The User acknowledges that when using integrations with third-party services, messaging platforms, automation tools or functionalities based on artificial intelligence, data, content, instructions, messages, metadata, files and other information may be processed through third parties outside the control of Fusion. The User assumes responsibility for reviewing and accepting the terms, policies and conditions of such third parties and acknowledges that Fusion does not fully control their privacy practices, availability, security or data processing.
10.11 Additional Data Protection Agreements
Fusion may require, when it considers it necessary or when required by applicable law, the execution of additional data protection agreements, processing addenda, contractual clauses, privacy addenda or equivalent documentation as a condition for certain uses of the Services. The User’s refusal to execute such documentation, when required, may result in the limitation, suspension or termination of access to the Services or certain functionalities.
10.12 User Responsibility for Compliance
The User shall be solely responsible for complying with all legal, regulatory and contractual obligations applicable to the User regarding privacy, data protection, cookies, electronic communications, commercial messaging, consent, record retention, data subject rights, security and processing of personal information in relation to the use of the Services and the User’s commercial activities.
10.13 Precedence
In the event of conflict between this Section, the Privacy Policy and any additional processing or data protection agreement entered into between the parties, the document that specifically governs the matter shall prevail in the following order:(i) additional processing or data protection agreement, if any;(ii) Privacy Policy; and(iii) these Terms.
11. USER OBLIGATIONS
11.1 Proper Use
The User agrees to use the Services, the TASK321 Software, integrations, automations and any associated functionality lawfully, diligently, in accordance with these Terms and exclusively for legitimate purposes related to its authorized activity.
11.2 Account, Access and Security
The User shall:
a. maintain the confidentiality of credentials, passwords, tokens, keys, codes and other access mechanisms;b. restrict account access only to duly authorized persons;c. immediately notify Fusion Engineering Group LLC (“Fusion”) of any unauthorized access, misuse, loss of credentials, security incident or reasonable suspicion of account compromise;d. adopt reasonable security measures regarding devices, networks, systems and authorized users.
11.3 Responsibility for the Account
The User shall be fully and exclusively responsible for all activities carried out from the account or through its credentials, permissions, integrations, devices or authorized users, including acts, omissions, instructions, configurations, automations, messages, payments, data uploads and any other use of the Services carried out by employees, contractors, agents, subusers or third parties associated with the organization.
11.4 Accurate and Updated Information
The User must provide and maintain complete, accurate, truthful, lawful and updated information regarding identity, contact details, billing information, payment methods, account configuration and any information supplied through the Services.
11.5 Legal and Regulatory Compliance
The User shall be solely responsible for complying with all laws, regulations, licenses, permits, contractual obligations and standards applicable to its activities and to the use of the Services, including, without limitation, laws related to privacy, data protection, consumer protection, telecommunications, advertising, intellectual property, employment, security, messaging, payments, financial services, taxation and any other applicable regulations in the relevant jurisdictions.
11.6 Prohibited Uses
The User may not, directly or indirectly:
a. use the Services for unlawful, fraudulent, deceptive, abusive or otherwise prohibited purposes under these Terms;
b. upload, publish, transmit, import, process or distribute illegal, defamatory, harassing, discriminatory, obscene content or content that infringes third-party rights or violates applicable law;
c. send spam, unsolicited bulk messages, deceptive communications, phishing messages, impersonations, malicious content or unauthorized campaigns;
d. interfere with the integrity, stability, security, availability or performance of the Services or Fusion’s infrastructure;
e. attempt to access without authorization accounts, data, systems, networks, integrations or environments of Fusion or third parties;
f. introduce viruses, malware, trojans, worms, logic bombs or any other harmful component;
g. perform vulnerability testing, penetration testing, load testing, scraping, automated extraction or unauthorized analysis of the Services;
h. use the Services to develop, validate, train, improve or commercialize products or services that compete with TASK321;
i. use the Services in a manner that generates legal, technical, operational, reputational or financial risk for Fusion, other users or third parties;
j. circumvent technical controls, usage restrictions, validation flows or security measures implemented by Fusion or integrated third parties;
k. use the Services to facilitate, conceal or execute fraud, money laundering, tax evasion, unauthorized charges, manipulation of transactions, abuse of payment processors or any unlawful or deceptive financial activity;
l. use the Services to send communications, campaigns, messages, reminders, quotes, promotions or content to third parties without having the consents, permissions, notices or legal bases required by applicable law.
12. OWNERSHIP OF USER CONTENT AND LICENSE
12.1 Ownership of User Content
The User shall retain, to the extent legally applicable, ownership of the data, texts, images, files, messages, documents, configurations, instructions, content, materials, communications and other information that the User uploads, sends, publishes, synchronizes, stores, processes or displays through the Services (the “User Content”).
Nothing in these Terms shall be interpreted as an assignment of the general ownership of the User Content in favor of Fusion Engineering Group LLC (“Fusion”), except to the extent strictly necessary for the rights of use expressly granted in this Section.
12.2 License in Favor of Fusion
The User grants Fusion a worldwide, non-exclusive, royalty-free, sublicensable, transferable license, effective for as long as the User Content remains in the Services or is necessary for the purposes set forth in these Terms, to:
a. host, store, copy, reproduce, organize, convert, adapt, technically modify, transmit, communicate, display and process the User Content;b. operate, provide, perform, maintain, protect, support, improve and develop the Services;c. enable integrations, automations, messaging, technical processing, functionalities based on artificial intelligence and any other functionalities requested or activated by the User;d. prevent fraud, abuse, security incidents and unauthorized uses;e. perform backups, recovery, debugging, testing, audits, monitoring and quality control;f. comply with legal, regulatory, judicial, tax, accounting, security, evidentiary preservation and compliance obligations;g. generate aggregated, anonymized, de-identified, statistical, technical or operational data in accordance with these Terms and the Privacy Policy.
12.3 Technical Scope of the License
The license granted to Fusion includes the powers necessary to perform format conversions, indexing, compression, deduplication, caching, fragmentation, routing, technical enrichment, classification, transcoding, synchronization, backup, restoration and any other technical processing reasonably necessary for the operation of the Services.
12.4 User Representations
The User represents, warrants and undertakes that:
a. the User possesses all rights, licenses, permissions, authorizations, notices and legal bases necessary with respect to the User Content;b. the User Content and its use through the Services will not infringe third-party rights or applicable law;c. the User has the right to grant Fusion the license set forth in this Section;d. the User Content does not contain unlawful, fraudulent, infringing, malicious or prohibited material under these Terms.
12.5 Exclusive Responsibility of the User
The User shall be solely and exclusively responsible for the legality, accuracy, integrity, reliability, quality, lawfulness, use, disclosure and consequences of the User Content, as well as for any instruction, message, automation, response, file, campaign, quote, data or configuration originated or controlled by the User through the Services.
Fusion assumes no obligation to review, verify, monitor, correct or validate the User Content, and shall not be responsible for errors, omissions, loss, corruption, infringement, unlawfulness or damages arising therefrom.
12.6 Right of Removal, Blocking and Retention
Fusion may, at its sole discretion and without any obligation to do so, block, restrict, delete, unpublish, suspend the processing of or retain any User Content when Fusion reasonably considers that:
a. it infringes these Terms;b. it may generate liability for Fusion or third parties;c. it affects the security, integrity, availability or reputation of the Services;d. it is necessary to comply with a legal, regulatory or judicial obligation; ore. it is necessary to investigate fraud, abuse, claims, chargebacks, incidents or disputes.
12.7 Survival of the License
The license granted in this Section shall survive, even after the suspension, cancellation or termination of the account or of these Terms, to the extent reasonably necessary to:
a. retain backups and records;b. comply with legal or regulatory obligations;c. resolve disputes, investigations or claims;d. preserve evidence;e. complete ongoing technical or contractual processes;f. retain and use aggregated, anonymized or de-identified data that no longer reasonably identifies the User or identified or identifiable natural persons.
12.8 No Obligation of Return or Indefinite Retention
Unless mandatory law provides otherwise or Fusion expressly agrees otherwise in writing, Fusion shall not be required to retain indefinitely, return, export, recover or keep accessible the User Content after termination of the Services or of the account.
12.9 Aggregated and De-Identified Data
Nothing in this Section shall limit Fusion’s right to use, retain, analyze, exploit, license, disclose or commercialize aggregated, anonymized, de-identified, statistical, technical or operational data derived from the use of the Services, provided that such data does not reasonably identify the User or identified or identifiable natural persons. This is aligned with the use of aggregated and anonymized data contemplated for Fusion.
12.10 No Recognition of Editorial Obligation
Fusion acts as a provider of technological infrastructure and not as an editor, author, co-author, sponsor or approver of the User Content. The storage, transmission, processing or technical availability of the User Content through the Services shall not imply approval, validation or assumption of responsibility by Fusion.
13. LINKS, INTEGRATIONS AND THIRD-PARTY RESOURCES
13.1 Existence of Third Parties
The Services may contain, include, enable, link to, integrate with or depend on websites, applications, software, APIs, platforms, tools, infrastructure, content, messaging services, artificial intelligence services, payment processors, maps, cloud services, social networks, telephony, analytics, storage, geolocation, communications or other resources provided by third parties (the “Third-Party Services”).
13.2 Absence of Control
Fusion Engineering Group LLC (“Fusion”) does not control, operate, administer or assume responsibility for the Third-Party Services, their content, policies, availability, accuracy, legality, operation, security, continuity, changes, restrictions, automated decisions, outputs, charges, terms or practices.
13.3 Use at the User’s Own Risk and Account
All access to, use of, contracting of, connection to, configuration of or dependence upon Third-Party Services is carried out at the User’s sole risk and account.
The User shall be solely responsible for evaluating the suitability, security, legality, functionality and adequacy of such Third-Party Services for its operations, as well as for reviewing and accepting their terms, conditions, privacy policies, rules of use, limitations and fees.
13.4 No Warranties
Fusion does not guarantee that the Third-Party Services:
a. will be continuously or uninterruptedly available;b. will be compatible with TASK321 or with the User’s environment;c. will operate without errors, delays, blocks or changes;d. will maintain the same functionalities, APIs, integrations, prices or conditions;e. will satisfy the needs of the User or of the User’s customers.
13.5 Changes, Suspension or Termination by Third Parties
The User acknowledges that any Third-Party Service may be modified, restricted, suspended, interrupted or terminated at any time by its respective provider, with or without prior notice. Fusion shall not be responsible for losses, interruptions, errors, damages, claims, costs or consequences arising from such events.
13.6 Claims Against the Relevant Third Party
Any claim, dispute, chargeback, refund, blocking, suspension, error, breach, damage, loss, leak, improper charge or controversy related to a Third-Party Service shall be directed exclusively against the corresponding third-party provider and not against Fusion, unless a non-excludable legal obligation expressly provides otherwise.
13.7 Data and Content Shared with Third Parties
When the User enables an integration, link, automation or connection with a Third-Party Service, the User authorizes Fusion to transmit, receive, process, synchronize, expose or exchange with such third party the data, content, instructions, messages, files, metadata, configurations and other information necessary to operate that functionality, in accordance with the configuration chosen by the User, these Terms and the Privacy Policy.
The User shall be solely responsible for having the permissions, consents and legal bases necessary to share such information with third parties.
13.8 Limitation of Liability
Fusion shall not be responsible for any damage, loss, cost, claim, customer conflict, interruption, loss of data, operational error, charge, retention of funds, account suspension, undelivered message, erroneous output, API failure or any other consequence arising, in whole or in part, from:
a. the existence, use of or inability to use Third-Party Services;b. decisions, errors, policies or acts of third parties;c. technical or contractual dependencies on third parties;d. integration of TASK321 with external services; ore. changes, failures or interruptions in third-party services, APIs or platforms.
13.9 Right to Modify Integrations
Fusion may, at any time and at its sole discretion, add, remove, modify, limit, suspend, replace or discontinue any link, integration, dependency or compatibility with Third-Party Services, without generating liability toward the User.
13.10 No Endorsement or Association
The availability of links, integrations or references to third parties within the Services does not imply approval, sponsorship, recommendation, warranty, association or endorsement by Fusion with respect to such third parties, their products or their services.
14. NOTICES
14.1 Form of Notices
Any notice, request, legal communication, formal claim or any other communication that must or may be made pursuant to these Terms shall be made in writing.
Fusion Engineering Group LLC (“Fusion”) may validly provide notices to the User by any of the following means:
a. email sent to the primary address associated with the User’s account;b. notifications within the platform or within the application;c. messages or notices visible upon logging in or while using the Services;d. any other electronic means of contact reasonably associated with the User’s account.
14.2 Notices from the User to Fusion
Any formal notice from the User to Fusion must be sent in writing to the email address designated by Fusion for legal or contractual matters.
Unless Fusion designates another address in writing, such notices must be sent to: legal@fusionswfl.com.
14.3 Time of Receipt
Notices shall be deemed validly received:
a. at the time of personal delivery, if applicable;b. at the time of sending, in the case of a notice sent by email or other electronic means enabled by Fusion, unless there is reliable technical evidence of total impossibility of transmission;c. at the time of publication or making available within the platform, application or Services, in the case of notices, banners, in-app messages or notifications visible to the User.
14.4 Validity of Electronic Notices
The User expressly agrees that notices, warnings, requests, consents, contractual updates, reminders, confirmations, security alerts, operational communications and other electronic communications sent by Fusion shall have full legal validity, contractual effect and evidentiary force, and shall produce the same effects as a written communication on paper.
14.5 Obligation to Maintain Updated Contact Information
The User shall be solely responsible for keeping its contact information updated, active and operational, including email, telephone numbers and other means of communication associated with the account.
Fusion shall not be responsible for delays, non-receipt, loss of opportunities, breaches or any other consequence arising from incorrect, outdated, inaccessible or inactive contact information provided by the User.
14.6 Proof of Notice
Electronic records, sending logs, technical records, tickets, system logs, automatic acknowledgments, event logs, account histories and any other digital evidence maintained by Fusion may be used as valid and sufficient proof of the issuance, content, sending, receipt or making available of any notice or communication related to these Terms or to the Services.
14.7 Informal Communications
Support, operational, commercial or administrative communications between the parties that do not constitute formal legal notices may be made through any of the channels enabled by Fusion, including email, messaging, tickets, forms, in-app means or any other channel reasonably used for the operation of the Services.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 Governing Law
These Terms, the Privacy Policy, any additional agreement related to the Services, and any dispute, claim, controversy or cause of action arising out of or relating to the Services, the TASK321 Software, the User’s account, content, integrations, payments, automations, functionalities based on artificial intelligence or the relationship between the parties, shall be governed by and interpreted exclusively in accordance with the laws of the State of Florida, United States of America, without application of rules or principles of conflict of laws that could lead to the application of another legislation.
15.2 Exclusive Jurisdiction
Any action, lawsuit, claim, proceeding or controversy arising out of or relating to these Terms or to the Services must be initiated and conducted exclusively before the state or federal courts having jurisdiction in Sarasota County, Florida, United States of America.
The User irrevocably and unconditionally accepts such exclusive jurisdiction and venue.
15.3 Waiver of Forum Objections
The User waives, to the maximum extent legally permissible, any present or future objection regarding jurisdiction, venue, inconvenient forum, lack of convenience of the forum, lack of personal jurisdiction or any similar argument with respect to the courts indicated in this Section.
15.4 Injunctive and Provisional Relief
Nothing in these Terms shall limit the right of Fusion Engineering Group LLC (“Fusion”) to request injunctive, provisional, conservatory or non-innovative measures, seizure of digital evidence, restraining orders or other urgent or provisional measures before any competent court when necessary to protect its rights, its intellectual property, its trade secrets, its data, the security of the Services or to prevent imminent or continuing harm.
15.5 Costs and Attorneys’ Fees
In any judicial, administrative, arbitral, regulatory or extrajudicial proceeding arising out of or relating to these Terms or the Services, Fusion shall have the right to claim, in addition to any other relief to which it may be entitled, its reasonable costs, expenses, attorneys’ fees, expert fees, consultant fees, investigation expenses, recovery expenses and enforcement costs, to the extent that it prevails, obtains a substantially favorable resolution, achieves compliance by the User or is otherwise entitled thereto under applicable law or these Terms.
15.6 Continuity of Obligations
The existence of a dispute shall not relieve the User from complying with its obligations under these Terms, including, without limitation, payment obligations, confidentiality, limitations of use, protection of intellectual property, cooperation and preservation of evidence.
15.7. WAIVER OF JURY TRIAL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
16. TIME LIMIT FOR BRINGING CLAIMS
16.1 Contractual Limitation Period
Any action, claim, lawsuit, controversy or proceeding, whether contractual, extra-contractual, statutory, equitable or of any other nature, arising out of or relating to the Services, the TASK321 Software, these Terms, the Privacy Policy, any integration, automation, functionality based on artificial intelligence, payment, charge, message, data, account, suspension, termination or any act or omission related to the use of the platform, must be initiated within a maximum period of one (1) year from the date on which the event giving rise to the claim occurred or from the date on which the claiming party became aware, or reasonably should have become aware, of such event, whichever occurs first.
16.2 Contractual Expiration or Prescription
Once the period set forth in Section 16.1 has expired, the action, claim or proceeding shall be definitively extinguished, expired or time-barred, as applicable, and may not be brought or maintained against Fusion Engineering Group LLC (“Fusion”), its affiliates, directors, employees, agents, providers, licensors, subprocessors, contractors or successors.
16.3 Scope
The time limitation provided in this Section shall apply to any claim directly or indirectly related to:
a. access to or use of the Services;b. errors, interruptions, outages, delays or changes in the platform;c. payments, charges, subscriptions, renewals or commissions;d. integrations with third parties;e. messaging, communications or automations;f. results, responses or outputs generated by artificial intelligence;g. content, data, files or configurations of the User;h. suspension, restriction or termination of the account;i. privacy, security, data processing or cybersecurity incidents; andj. any other matter arising out of or relating to these Terms or the Services.
16.4 Waiver of Longer Limitation Periods
The User expressly waives the right to invoke any longer statute of limitations, expiration period or limitation period that might otherwise apply under another law or jurisdiction, to the extent that such waiver is valid and enforceable under the applicable law established in these Terms.
16.5 Survival
This Section shall survive the suspension, cancellation or termination of the account, the Services or these Terms.
17. COMPATIBLE DEVICES AND TECHNICAL ENVIRONMENT
17.1 Compatibility Not Guaranteed
Fusion Engineering Group LLC (“Fusion”) does not guarantee that the Services, the TASK321 Software, its applications, integrations, automations, functionalities or any related component will be compatible with all devices, operating systems, browsers, software versions, network environments, local configurations, hardware, integrations, APIs or technological infrastructures existing now or in the future.
17.2 User Responsibility for Technical Environment
The User shall be solely responsible for possessing, maintaining and operating the devices, connections, networks, systems, browsers, configurations, updates, integrations, security measures, electrical power, internet access and other technical elements necessary to properly access and use the Services.
The User shall also be solely responsible for verifying that its technical environment complies with the minimum requirements that Fusion may establish or communicate from time to time.
17.3 Prohibited or Compromised Environments
Accessing or using the Services from altered, compromised, insecure or unauthorized devices, networks or environments is expressly prohibited, including, without limitation:
a. rooted or jailbroken devices;b. systems with pirated, altered or unlicensed software;c. environments manipulated to circumvent technical restrictions, licenses or security controls;d. tools, scripts or configurations intended to interfere with the normal operation of the Services.
17.4 Suspension Due to Technical Risk
Fusion may, at its sole discretion and without prior notice, limit, block, suspend or terminate the User’s access to the Services when it detects or reasonably suspects that such access is carried out from a technical environment that represents a risk of security, fraud, manipulation, unauthorized access, abuse, technical breach or violation of these Terms.
17.5 No Liability for User Environment
Fusion shall not be responsible for failures, errors, incompatibilities, slowness, loss of functionality, display errors, interruptions, damages, data loss, unsent messages, failed integrations or inability to use the Services derived, in whole or in part, from:
a. the User’s devices;b. the User’s or third-party software;c. operating systems, browsers or outdated versions;d. networks, connectivity, electricity, hosting, DNS, firewalls or infrastructure outside Fusion’s control;e. incorrect or insecure configurations by the User; orf. technical dependencies or environments of third parties.
17.6 Updates and Technical Changes
Fusion may update, modify or change at any time the technical requirements for access to or use of the Services, including compatibilities, minimum versions, protocols, integrations, APIs, supported operating systems or security parameters, without generating any right to claim, compensation or reimbursement.
17.7 Use at User’s Risk
Access and use of the Services from any technical environment is carried out at the User’s sole risk and responsibility, and the User assumes all responsibility for the choice, maintenance, security, compatibility and functioning of such environment.
17.8 Interruptions, Outages and Service Unavailability
The User acknowledges and agrees that the Services may experience interruptions, outages, total or partial unavailability, delays, errors, technical failures or degradation of performance due to internal causes, external causes, infrastructure issues, maintenance, updates, security incidents, failures of third parties or any event outside the reasonable control of Fusion.
The User acknowledges that such situations are inherent to any technological service and that Fusion does not guarantee continuous, uninterrupted or error-free availability.
18. USER REPRESENTATIONS AND WARRANTIES
The User represents, warrants and undertakes toward Fusion Engineering Group LLC (“Fusion”) that:
18.1 Capacity and Authority
The User has sufficient legal capacity to accept and comply with these Terms.
If acting on behalf of a company, organization or third party, the User represents and warrants that it has full authority to bind such entity, which shall be legally bound by these Terms.
18.2 Accurate and Updated Information
All information provided to Fusion, including registration data, contact information, billing details, payment methods, account configuration and any other information entered into the Services, is and shall remain complete, accurate, truthful, lawful and updated.
18.3 Full Legal Compliance
The User shall comply with all laws, regulations, standards, licenses, permits, regulatory requirements and contractual obligations applicable to:
a. its commercial activity;b. the use of the Services;c. the provision of services to its clients;d. the processing of personal data;e. electronic communications and messaging;f. advertising, consumer protection, payments, financial services and any other relevant regulation.
18.4 Lawful Use of the Services
The User shall not use the Services for unlawful, fraudulent, deceptive, abusive, defamatory, privacy-invasive, discriminatory, offensive purposes or for activities prohibited by law or by these Terms.
18.5 Rights Over Data and Content
The User possesses and shall maintain all rights, licenses, permissions, consents, notices and legal bases necessary to:
a. collect, use and process personal data of third parties;b. upload and process content in the Services;c. send communications to customers or third parties;d. authorize Fusion to process such data in accordance with these Terms.
18.6 Responsibility for Authorized Users.
The User shall be fully and exclusively responsible for the acts, omissions, access, instructions, configurations, content, payments, messages, automations and any use of the Services carried out by:
employees
contractors
agents
subusers
any third party accessing through its account or credentials.
18.7 Business Supervision and Control
The User acknowledges that TASK321 is a technological support tool and that the User maintains full control at all times over:
a. its business;b. its commercial decisions;c. its prices and quotations;d. its communications with customers;e. the effective execution of its services.
18.8 Use of Artificial Intelligence and Automations
When using functionalities based on artificial intelligence, automations, automated messaging, quote generation, job assignment or other automated tools:
a. the User acknowledges that errors, inaccuracies, omissions or unintended results may occur;b. the User undertakes to supervise, review and validate results before using them;c. the User assumes full responsibility for any use of such results toward third parties;d. the User acknowledges that such tools do not replace professional judgment, human review or specialized advice.
18.9 Integrations and Third-Party Services
The User acknowledges that the Services may integrate with third parties and that such services may:
a. fail, change or be interrupted;b. have their own terms and conditions;c. generate costs, errors or technical limitations.
The User shall be responsible for evaluating and accepting such conditions and for their use.
18.10 Payments and Customer Relationship
The User shall be solely responsible for:
a. its charges, prices, quotes and commercial conditions;b. the contractual relationship with its customers;c. any claim, refund, chargeback, dispute or breach toward third parties.
18.11 No Exclusive Dependence
The User acknowledges that it should not rely exclusively on the Services for the critical operation of its business and shall implement, where appropriate, reasonable alternative mechanisms for the continuity of its operations.
18.12 Material Breach
Failure to comply with any of the representations and warranties set forth in this Section shall constitute a material breach of these Terms and shall entitle Fusion to exercise all rights and remedies provided herein, including immediate suspension or termination of the account.
18.13 Financial Compliance and Fraud Prevention
The User represents and warrants that it shall not use the Services to carry out, facilitate, conceal or attempt to carry out fraudulent, illegal, deceptive activities or activities contrary to applicable financial regulations, including, without limitation, fraud, money laundering, evasion, misuse of payment methods, unauthorized charges, manipulation of transactions, abuse of chargebacks or circumvention of compliance controls.
18.14 Communications and Consent
The User represents and warrants that it complies and shall comply with all applicable laws relating to electronic communications, messaging, marketing, telemarketing and telecommunications, including obtaining the consents, permissions, notices and authorizations necessary to send messages to customers or third parties through any channel, including SMS, WhatsApp, email or other means.
The User shall be solely responsible for any claim, fine, sanction, investigation or controversy arising from communications sent through the Services.
18.15 Accuracy of Information and Consequences
The User shall be solely responsible for the accuracy, integrity, validity and updating of any data, instruction, configuration, message, quotation, address, contact, price, file or information used, uploaded, synchronized or processed through the Services.
Fusion shall not be responsible for errors, omissions, inconsistencies or consequences arising from incorrect, incomplete, outdated or misleading information provided by the User or generated based on such information.
Fusion shall not be responsible for errors, omissions, inconsistencies or consequences arising from incorrect or incomplete information provided by the User or generated based on such information.
19. ELECTRONIC COMMUNICATIONS
19.1 General Consent
The User expressly agrees to receive from Fusion Engineering Group LLC (“Fusion”) communications by electronic means in connection with the Services, the account, subscriptions, payments, renewals, security, support, functionalities, integrations, contractual updates, operational notifications and any other aspect related to TASK321.
Such communications may be made by email, notifications within the platform, in-app messages, SMS, WhatsApp, telephony, voice, transcription, automated messaging or other electronic or digital means reasonably associated with the account or the use of the Services.
19.2 Legal Validity
The User acknowledges and agrees that any communication, notification, notice, confirmation, consent, acceptance, reminder, instruction or record issued or stored electronically by Fusion shall have full legal validity, binding force and evidentiary effect, and shall produce the same effects as if it had been issued in writing on paper and signed manually, to the extent legally permissible.
19.3 Operational and Critical Communications
Fusion may send the User operational, transactional, technical, contractual, legal or security communications necessary or convenient for:
a. account registration, access, authentication, use or administration;b. payments, charges, billing, renewals, expirations, rejections, chargebacks or suspension for non-payment;c. password resets, security alerts, technical incidents or unauthorized access;d. maintenance, outages, interruptions, updates or changes to the Services;e. changes to these Terms, the Privacy Policy or related documentation;f. support, audits, investigations, claims or regulatory compliance.
These communications shall not be subject to opt-out mechanisms when they are necessary for the operation, security, billing, administration or legal compliance of the Services.
19.4 Promotional Communications
Fusion may send promotional, informational or commercial communications related to TASK321, new functionalities, improvements, campaigns, content or related services.
The User may request to stop receiving this type of communication by following the unsubscribe mechanism included in them or the channel enabled by Fusion for such purpose. Opting out of promotional communications shall not affect operational, critical, contractual, billing, legal or security communications.
19.5 User Contact Information
The User shall be solely responsible for maintaining its contact information updated, accurate, active and accessible, including email addresses, telephone numbers, associated accounts and any other communication channel linked to the account.
Fusion shall not be responsible for delays, non-receipt, missed notices, loss of opportunities, operational errors, breaches or any other consequence arising from incorrect, outdated, inactive, inaccessible or improperly configured contact information provided by the User.
19.6 Proof and Electronic Records
Electronic records, logs, tickets, event histories, technical records, click-wrap acceptances, tap-wrap confirmations, in-app confirmations, proof of sending, system traces, support records and any other digital evidence maintained by Fusion may be used as valid, sufficient and admissible proof of communications, notifications, acceptances, consents, instructions, operations, configurations, payments, renewals and any other act related to the Services.
19.7 User Consents Toward Third Parties
When the User uses the Services to send communications, messages, reminders, confirmations, quotes, campaigns, automated responses or any other content to clients or third parties, the User represents, warrants and undertakes that it has obtained all necessary consents, permissions, notices and legal bases required under applicable law.
The User shall be solely responsible for any claim, fine, sanction, investigation, dispute or damage arising from communications sent to third parties through the Services, including communications by email, SMS, WhatsApp or other integrated channels.
19.8 Automations and Artificial Intelligence in Communications
The User acknowledges and agrees that communications generated, suggested, scheduled or sent through automations, integrations or artificial-intelligence-based functionalities may contain errors, omissions, inconsistencies, incomplete information, out-of-context messages, delays, duplications, failed deliveries or unintended results.
The User shall be solely responsible for reviewing, supervising, validating and assuming the consequences of such communications with respect to clients and third parties. Fusion does not guarantee the accuracy, timeliness, legality, delivery, receipt or effectiveness of communications issued through such functionalities.
Fusion also does not guarantee the effective delivery, receipt, reading, correct transcription, understanding, priority, continuity or availability of channels, providers, numbers, accounts, mailboxes, telephony or voice services used for such communications when they depend totally or partially on third parties.
19.9 Means Enabled by Fusion
Fusion may add, remove, replace, limit or modify at any time the channels, means, formats or providers used for electronic communications, without generating any right to claim, compensation or reimbursement.
19.10 Survival
This Section shall continue to apply with respect to any communication, evidence, record, notification or legal effect generated before or after the suspension, cancellation or termination of the account or the Services, to the extent necessary for the administration of the relationship between the parties, preservation of evidence, resolution of disputes or legal compliance.
20. THIRD-PARTY SERVICES, PAYMENTS, INTEGRATIONS AND ARTIFICIAL INTELLIGENCE
20.1 Existence of Third-Party Services
Fusion Engineering Group LLC (“Fusion”) may integrate, link, enable, support, depend on or make available to the User software, APIs, platforms, applications, infrastructure, tools, messaging services, payment processors, artificial intelligence, storage, cloud services, telephony, voice, recording, transcription, email, maps, social networks, automation, geolocation, identity verification, biometrics, electronic signature, calendars, external scheduling systems, marketplaces, financial services or other services provided by third parties (the “Third-Party Services”).
20.2 Third-Party Governance
All Third-Party Services shall be governed exclusively by the terms, conditions, policies, technical rules, limitations, fees, privacy practices and operational decisions of the corresponding provider. The User acknowledges that such terms and conditions are independent from Fusion and that it is solely responsible for reviewing, accepting and complying with them.
20.3 No Control or Guarantee
Fusion does not control, operate, administer or guarantee the availability, continuity, accuracy, compatibility, security, legality, performance, quality, usefulness, results, operation or permanence of any Third-Party Service.
Fusion does not guarantee that Third-Party Services will remain available, maintain their APIs, integrations, functionalities, service levels, rules, policies, cost structures or conditions of use.
20.4 Use at the User’s Own Risk
Any use, contracting, activation, connection, configuration, dependence on or integration with Third-Party Services is carried out at the User’s sole risk and responsibility.
The User shall be solely responsible for evaluating whether such Third-Party Services are appropriate for its operations, for its clients and for compliance with its legal, commercial and technical obligations.
20.5 Payment Processors and Funds
When the User uses payment integrations, including without limitation Stripe, Square or other equivalent platforms:
a. Fusion shall not be a party to the underlying transaction between the User and its end customer;b. Fusion shall not act as a bank, fiduciary, issuer, merchant of record, payment processor, financial institution or guarantor of payment;c. Fusion shall not be responsible for rejected payments, withheld funds, reserves, freezes, blocks, delays, compliance reviews, chargebacks, fraud, fines, refunds or decisions adopted by the payment processor;d. all financial relationships related to payment processing shall be governed by the terms of the respective third-party provider.
20.6 Third-Party Fees and Charges
Unless otherwise agreed in writing, the User shall be solely responsible for all costs, charges, commissions, API fees, messaging costs, token costs, processing costs, taxes, penalties, chargebacks, operational expenses and any other amount charged by a third party in connection with the use of the Services or any integration.
Fusion may pass through, charge, allocate or deduct from the User the costs of third parties related to its use of the Services where applicable according to the contracted plan, chosen configuration or these Terms.
20.7 Artificial Intelligence, Automations and Outputs
When the Services include or depend on functionalities based on artificial intelligence, machine learning, virtual assistants, automated responses, quote generation, classification, recommendations, automatic assignments, automated analysis, bots, automations or any other non-human processing:
a. results may be erroneous, incomplete, inconsistent, outdated, ambiguous, inappropriate, out of context or unsuitable for the specific situation;b. errors may occur in prices, estimates, times, classifications, priorities, messages, assignments, contacts, addresses, responses or any other output;c. delays, interruptions, duplicated responses, message loss, partial execution, integration failures or undesired automated decisions may occur;d. such outputs do not constitute professional, legal, financial, technical, commercial or compliance advice;e. Fusion does not guarantee the accuracy, availability, usefulness, legality, timeliness, deliverability or reliability of results generated by these functionalities or by third parties supporting them;f. the User shall be solely responsible for reviewing, validating, approving, supervising and assuming the consequences of using such outputs with clients and third parties.
20.8 Messaging, WhatsApp, SMS and Integrated Channels
When the User uses integrations with WhatsApp, SMS, email or other communication channels:
a. Fusion does not guarantee delivery, receipt, reading, priority, continuity or availability of the channel;b. messages may be delayed, fail, be lost, duplicated, blocked, rejected or limited by the third-party provider;c. the User shall be solely responsible for having sufficient consents, permissions and legal bases to send communications to clients or third parties;d. any claim, sanction, block, limitation or dispute arising from such communications shall be the sole responsibility of the User.
20.9 Changes, Suspension or Removal of Integrations
Fusion may at any time and at its sole discretion add, modify, restrict, replace, suspend or discontinue any integration, third-party provider, API, channel, automation or functionality dependent on third parties, with or without prior notice, without generating any right to claim, compensation or reimbursement.
20.10 Claims Against the Corresponding Third Party
Any claim, dispute, investigation, block, fine, refund, chargeback, error, damage, loss, leak, breach, improper charge or controversy related to a Third-Party Service must be directed exclusively against the respective third-party provider and not against Fusion, unless a non-excludable legal obligation expressly provides otherwise.
20.11 Data Shared with Third Parties
When the User enables integrations or functionalities involving interaction with third parties, the User authorizes Fusion to transmit, synchronize, receive, expose, host, transform or process data, messages, instructions, files, configurations, metadata and other information necessary to operate such functionality, in accordance with the configuration chosen by the User, these Terms and the Privacy Policy.
The User shall be solely responsible for having sufficient permissions, consents, notices and legal bases for such exchange of information.
20.12 User Compliance
The User shall be solely responsible for complying with all rules, terms, conditions, technical requirements, content policies, usage rules, security standards and regulatory obligations applicable to any Third-Party Service used in connection with TASK321, including payment rules, messaging regulations, privacy obligations, AI use requirements, consumer protection, telecommunications regulations and data security requirements.
20.13 No Endorsement or Association
The availability or integration of Third-Party Services within TASK321 shall not imply approval, sponsorship, association, representation, recommendation or guarantee by Fusion with respect to such third parties, their products or their services.
20.14 Survival
This Section shall continue to apply with respect to any use, transaction, integration, output, claim, record, data or consequence related to Third-Party Services even after the suspension, cancellation or termination of the account or the Services, to the extent necessary to assign responsibilities, preserve evidence, resolve disputes or comply with legal or contractual obligations.
21. AUDITS, VERIFICATIONS AND COMPLIANCE CONTROLS
21.1 Audit and Verification Rights
Fusion Engineering Group LLC (“Fusion”) may, by itself or through designated professional third parties, at its sole discretion and at any time, conduct reasonable audits, verifications, inspections, reviews, monitoring activities or investigations to confirm the User’s compliance with these Terms, including the use of the Services, enabled functionalities, integrations used, authorized users, assigned permissions, consumption, billing, security and any other circumstance related to the account.
The third parties designated by Fusion may include auditors, advisors, technical consultants, security specialists, experts, compliance providers or other professionals reasonably necessary, who shall be subject to appropriate confidentiality obligations.
21.2 Purposes
Audits, verifications, controls or investigations may be conducted, among other purposes, to:
a. verify compliance with these Terms and any applicable plan, license, limit or usage restriction;b. detect misuse, fraudulent, abusive, unlawful or unauthorized use of the Services;c. confirm the number of users, accounts, subusers, accesses, automations, integrations, messages, consumptions or any other relevant usage;d. verify charges, fees, commissions, third-party costs, billing, consumption, tokens, processing, quotas or any other parameter relevant to the commercial relationship between the parties;e. review security incidents, unauthorized access, technical anomalies, scraping, attacks, bots, unauthorized automations or system manipulation;f. investigate claims, disputes, chargebacks, refunds, blocks, regulatory requests, third-party claims or events that may generate liability for Fusion;g. validate compliance with obligations related to insurance, privacy, data protection, messaging, payments, regulatory compliance, intellectual property or any other contractual or legal obligation related to the use of the Services.
21.3 Audit Methods.
Fusion may conduct audits, verifications or investigations through one or more of the following means:
a. review of logs, metadata, access records, system traces, technical histories, dashboards, reports and internal analytics;b. documentary review, including reports, backups, proofs, invoices, policies, certificates, permissions, consents, operational records or any other relevant supporting documentation;c. requests for information, clarifications or confirmations from the User;d. interviews or reasonable exchanges with the User or its authorized representatives;e. remote review of configurations, integrations, technical parameters, accesses, permissions or functional use;f. any other technical, operational, documentary or professional means reasonably necessary to verify compliance.
21.4 User Cooperation.
The User shall cooperate in good faith, fully and promptly, with any audit, verification or investigation initiated by Fusion, including providing reasonably requested information, supporting documentation, clarifications, validations, access to relevant configurations, confirmation of users, confirmation of activities and any other assistance necessary to verify compliance with these Terms.
21.5 Scope and Protection of Operations.
Fusion shall endeavor to ensure that any audit or verification is conducted in a reasonable, proportional manner and without unnecessary interference with the User’s legitimate operations. However, where there are reasonable indications of fraud, abuse, material breach, unauthorized use, security risk, chargebacks, serious claims, regulatory exposure or any situation capable of causing damage to Fusion, the Services, other users or third parties, Fusion may expand the scope, intensity and urgency of the review to the extent reasonably necessary to protect its legitimate rights and interests.
21.6 Audit Costs.
If an audit, verification or investigation reveals:
a. material breach of these Terms;b. unauthorized, excessive or prohibited use of the Services;c. inaccurate usage data relevant for billing, pricing, commissions or consumption;d. breach of insurance, privacy, payments, messaging, security or other applicable requirements; ore. any situation that has generated reasonable costs, risks or damages for Fusion,
the User shall reimburse Fusion for all costs, expenses, professional fees, technical costs, investigation costs and other amounts reasonably incurred in connection with such audit, verification or investigation, without prejudice to any other right or remedy available.
21.7 Corrective Measures.
If Fusion detects breaches, inconsistencies, risks or unauthorized uses, it may require the User to adopt immediately or within the period indicated by Fusion corrective measures including, without limitation:
a. regularization of payments, charges, fees, commissions or billing differences;b. reduction, limitation or deactivation of unauthorized users, accesses, automations, integrations or functionalities;c. updating of data, configurations, documentation, permissions or security measures;d. adaptation to privacy, data protection, messaging, insurance, compliance or billing requirements;e. cessation of campaigns, flows or uses considered improper;f. any other corrective action reasonably necessary to remedy the breach or mitigate the risk.
21.8 Immediate Measures for Risk or Serious Breach.
Without prejudice to any remediation period, where Fusion detects or reasonably suspects fraud, unauthorized use, scraping, system abuse, security risk, material breach, regulatory exposure, financial risk, reputational risk or any situation capable of causing damage to Fusion, the Services, other users or third parties, Fusion may immediately adopt preventive, corrective or restrictive measures including:
a. total or partial suspension of access;b. blocking of accounts, users, accesses or functionalities;c. deactivation of integrations, automations or communication channels;d. temporary retention of certain functionalities or processes;e. urgent request for documentation or additional validation;f. termination of the account where reasonably justified.
21.9 Lack of Cooperation or Remediation.
Failure of the User to cooperate, incomplete, false, misleading or insufficient provision of information, unjustified refusal to collaborate or failure to remedy within the period indicated by Fusion shall constitute a material breach of these Terms and shall entitle Fusion to suspend, limit or terminate the account and the Services, without prejudice to claiming damages, pending charges and any other available remedy.
21.10 Continuous Monitoring.
Nothing in this Section shall limit Fusion’s right to conduct continuous automated or manual monitoring of the use of the Services for purposes of security, system integrity, fraud prevention, compliance, operational analytics, contractual enforcement, intellectual property protection, consumption validation, access control, service quality and platform operation.
21.11 Evidence and Admissibility.
Electronic records, logs, system traces, technical reports, metadata, usage histories, tickets, receipts, integration records and any other digital evidence maintained by Fusion may be used as valid, sufficient and admissible evidence in any internal review, claim, audit, administrative, arbitral or judicial proceeding related to the use of the Services or compliance with these Terms.
21.12 Survival.
This Section shall continue to apply even after suspension, cancellation or termination of the account or the Services to the extent necessary to verify outstanding obligations, determine charges, preserve evidence, resolve disputes, respond to authorities or protect Fusion’s rights.
22. INDEMNIFICATION
22.1 Obligation to Indemnify.
The User agrees to indemnify, defend and hold harmless Fusion Engineering Group LLC (“Fusion”), its affiliates, related entities, directors, managers, members, partners, employees, contractors, agents, licensors, providers, subprocessors, auditors, consultants, successors and assigns (collectively, the “Indemnified Parties”), from and against any claim, demand, action, proceeding, arbitration, investigation, request, fine, sanction, chargeback, reversal, refund, loss, damage, liability, cost or expense, including reasonable attorneys’ fees, expert fees, consultant fees, forensic expert fees, court costs, investigation costs, regulatory costs and any other defense or resolution expense, arising out of, relating to or resulting, directly or indirectly, from:
a. the access to, use of, inability to use, reliance on or connection with the Services, the TASK321 Software or any related functionality;
b. any data, content, file, message, document, image, audio, video, instruction, configuration, automation, estimate, quote, response, output, campaign, communication or material transmitted, uploaded, generated, stored, synchronized, processed, published, sent or retrieved by the User or by any person acting through its account;
c. any actual or alleged breach of these Terms, the Privacy Policy, supplemental agreements, applicable policies or any applicable law, regulation, rule, license or legal requirement;
d. any actual or alleged violation of third-party rights, including intellectual property rights, privacy rights, publicity rights, data protection rights, image rights, trade secrets, contractual rights, consumer rights or any other rights protected by law;
e. any fraud, negligence, willful misconduct, abusive, deceptive, unlawful, discriminatory, defamatory, harassing or unauthorized conduct committed by the User, its employees, contractors, representatives, clients, subusers or any third party accessing through its account, credentials, permissions, integrations or devices;
f. any service, job, estimate, appointment, order, assignment, charge, message, automation, confirmation, commercial interaction or service provision toward third parties that the User publishes, accepts, rejects, processes, administers, executes or manages through TASK321;
g. any claim brought by clients, end users, employees, contractors, subcontractors, suppliers, leads, contacts, consumers or third parties related to the User’s use of TASK321;
h. any dispute, chargeback, reversal, refund, payment fraud, billing error, rejected payment, withheld payment, frozen funds, compliance investigation or controversy related to payments, charges or transactions processed through Stripe, Square or other payment processors, financial platforms or Third-Party Services;
i. any claim, suspension, block, limitation, investigation, penalty, sanction or controversy related to the use of WhatsApp, Meta, SMS, email, messaging services, APIs, artificial intelligence, language models, cloud services, telephony, recording, transcription, maps, external scheduling systems, marketplaces, calendars, automation tools, biometrics, identity verification or any other Third-Party Service used together with TASK321;
j. any content, response, suggestion, classification, automation, draft, summary, recommendation, estimate, quote, message, decision or output generated totally or partially by artificial intelligence, including errors, omissions, hallucinations, inaccurate responses, inappropriate content, defective classifications, incorrect interpretations or decisions made by the User or third parties based on such outputs;
k. any personal injury, death, property damage, economic loss, data loss, business interruption, reputational harm, loss of opportunity or any other damage arising directly or indirectly from acts, omissions, services, work, communications, messages, decisions or activities of the User;
l. any breach of labor, tax, regulatory, licensing, insurance, privacy, telecommunications, marketing, commercial messaging, consumer protection, advertising, payment, fraud-prevention or any other legal obligation applicable to the User;
m. any use of the Services in a manner that generates or may generate liability before regulatory authorities, government agencies, courts, arbitrators or third parties;
n. any reliance placed by the User or by third parties on data, responses, messages, automations, classifications, estimates or recommendations generated, suggested or assisted by the Services;
o. any claim, investigation, fine, sanction or controversy arising from electronic communications, SMS, WhatsApp, telephony, voice, recordings, transcriptions, robocalls, marketing campaigns, telemarketing or messaging carried out by the User or through its account, including violations of telecommunications, privacy, direct marketing, consent or consumer protection laws; and
p. any use of identity verification services, biometrics, electronic signature, document validation, enhanced authentication or equivalent technologies integrated with or used in connection with TASK321.
23. FORCE MAJEURE
23.1 Definition.
Fusion Engineering Group LLC (“Fusion”) shall not be liable for any breach, delay, suspension, interruption, degradation, unavailability, error, loss of functionality, communication failure or total or partial inability to provide the Services when such circumstance results, directly or indirectly, from facts, events, circumstances or causes beyond its reasonable control (each, a “Force Majeure Event”).
23.2 Included Events.
The following, among others, shall be considered Force Majeure Events:
a. natural disasters, storms, hurricanes, floods, fires, lightning, earthquakes, tornadoes, epidemics, pandemics or public health emergencies;
b. wars, invasions, armed conflicts, terrorism, terrorist threats, riots, sabotage, civil unrest or widespread violence;
c. acts, omissions, orders, restrictions, blockades, sanctions, regulations or measures of governmental, judicial, regulatory or administrative authorities;
d. failures or interruptions of internet, telecommunications, electrical power, DNS, hosting, data centers, cloud services, CDN, critical infrastructure or third-party networks;
e. failures, outages, blockages, degradations, limitations, changes or interruptions in APIs, platforms, software, messaging, payment services, artificial intelligence, telephony, email, maps, calendars, external scheduling systems, automation tools, marketplaces or other Third-Party Services;
f. cyberattacks, ransomware, malware, phishing, intrusions, unauthorized access, denial of service (DDoS), exploitation of vulnerabilities, security incidents or cyber threats;
g. strikes, lockouts, labor disputes, lack of key personnel, massive supplier failures or inability to obtain critical resources;
h. software errors, implementation failures, configuration errors, operational incidents, bugs, deployment failures or any technical event, whether internal or external, beyond Fusion’s reasonable control;
i. any other unforeseeable or unavoidable event that reasonably prevents, hinders or delays the normal provision of the Services; and
j. any other event, circumstance or combination of factors, foreseeable or not, that is beyond Fusion’s reasonable control or that, even if partially controllable, cannot be avoided or mitigated through commercially reasonable efforts.
23.3 Effects.
For so long as a Force Majeure Event continues, Fusion may suspend, limit, delay, alter, prioritize, reduce or interrupt the Services, in whole or in part, without this constituting a contractual breach or giving the User any right to claim damages, compensation, penalties, refunds or credits, unless Fusion expressly so provides in writing.
23.4 Reasonable Measures.
Fusion may adopt such technical, operational, security, contingency or mitigation measures as it reasonably considers appropriate in response to a Force Majeure Event, including disabling functionalities, limiting access, changing providers, applying temporary restrictions, modifying operational flows, delaying processes or activating preventive protection measures.
23.5 Third-Party Services.
The User acknowledges that the operation of TASK321 may depend on Third-Party Services, and that any outage, interruption, limitation, blockage, degradation or substantial change in such services may constitute a Force Majeure Event or, in any case, a valid cause for suspension, limitation or alteration of the operation of TASK321 without liability for Fusion.
23.6 No Waiver of Other Rights.
The existence of a Force Majeure Event shall not limit Fusion’s right to exercise any other authority provided in these Terms, including suspension, termination, technical changes, service modifications, audits, security measures or limitation of access.
23.7 Duration and Termination.
If a Force Majeure Event continues for a period that, in Fusion’s reasonable judgment, materially affects the viability, continuity or security of the Services, Fusion may terminate the Services or these Terms, in whole or in part, without additional liability to the User.
23.8 Complementary Nature.
This Section complements, and does not limit, the clauses regarding suspension, warranties, limitation of liability, third-party services, technical environment and service interruptions contained in these Terms.
24. ASSIGNMENT
24.1 Assignment by Fusion.
Fusion Engineering Group LLC (“Fusion”) may assign, transfer, delegate, subcontract or otherwise dispose of these Terms, in whole or in part, as well as any of its rights or obligations, with or without prior notice to the User and without the need for the User’s consent, at any time and at its sole discretion, including, without limitation:
a. in the event of merger, acquisition, reorganization, spin-off, sale of assets, sale of business units or transfer of control;b. to affiliated, related, subsidiary, parent or commonly controlled companies;c. to investors, purchasers, successors or assignees;d. in connection with financing, collateral arrangements, corporate structuring or any commercial transaction;e. to providers, contractors or third parties for the performance of parts of the Services.
Such assignment shall not grant the User any right to terminate, claim compensation, indemnification or reimbursement.
24.2 Continuity of the Services.
The User acknowledges that, as a consequence of a valid assignment, the Services may be provided, operated or administered by the assignee entity, while these Terms or equivalent versions remain in force, without affecting the validity of the contractual relationship.
24.3 Assignment by the User.
The User may not assign, transfer, sublicense, delegate, sell, rent, share, lend or otherwise dispose of its account or its rights or obligations under these Terms, in whole or in part, without the prior, express and written consent of Fusion.
Any attempted assignment in violation of this provision shall be null, invalid and without effect vis-à-vis Fusion.
24.4 Change of Control of the User.
In the event that the User is a company and experiences a change of control, sale of shares, transfer of assets or reorganization that implies a substantial change in its structure or ownership, Fusion may, at its sole discretion:
a. require additional information;b. require acceptance of new conditions;c. reevaluate the account;d. suspend or limit functionalities; ore. terminate the contractual relationship.
24.5 Subcontracting.
Fusion may subcontract, delegate or rely on third parties for the total or partial provision of the Services, including support, infrastructure, development, security, analytics, messaging, payments, artificial intelligence or other functions, without the need for notification or consent from the User. Such subcontracting shall not grant the User additional rights against such third parties nor limit the rights, defenses, exclusions or limitations of Fusion under these Terms.
24.6 Binding Effect.
These Terms shall be binding upon and shall inure to the benefit of the parties and their respective successors, permitted assigns and legal continuators.
25. MODIFICATIONS TO THE SERVICES AND TO THESE TERMS
25.1 Right to Modify.
Fusion Engineering Group LLC (“Fusion”) may, at any time and at its sole discretion, modify, update, replace, suspend, limit, discontinue or remove, in whole or in part:
a. the Services;b. the TASK321 Software;c. any functionality, module, feature, integration, API, communication channel or technical component;d. the plans, rates, commissions, prices, usage limits, consumption, charges or commercial conditions; ande. these Terms, the Privacy Policy or any complementary document related to the Services.
25.2 Method of Notification.
Fusion may communicate such modifications through any of the means provided in these Terms, including, without limitation:
a. publication within the platform or application;b. email;c. in-app notices;d. publication on the website; ore. any other electronic means reasonably associated with the User’s account.
25.3 Effectiveness of Modifications.
Unless Fusion expressly indicates a different date, any modification shall enter into force from the moment of its publication or notification.
Fusion may establish deferred effective dates for certain technical, contractual, operational or commercial changes when it deems it appropriate.
25.4 Acceptance by Continued Use.
Access to, use of, or continued use of the Services by the User after the effective date of any modification shall constitute full, binding and irrevocable acceptance of such modification.
Such acceptance shall also be deemed to occur through renewal of plans, continuation of payments, activation of functionalities, maintenance of integrations, maintenance of an active account or any electronic or operational conduct reasonably incompatible with rejection of the modification.
If the User does not agree with a modification, the User’s sole remedy shall be to stop using the Services and cancel the account.
25.5 No Vested Right to Versions or Functionalities.
The User acknowledges and agrees that it does not acquire any right to the continuity of a specific version of the TASK321 Software, of a particular functionality, of a specific integration, of a pricing structure, of an operational flow, of an API, of a communication channel or of any particular feature of the Services.
Fusion may modify, limit or discontinue any of these elements without generating any right to claim, compensation, credit, indemnification or reimbursement, unless expressly agreed in writing or where non-waivable law provides otherwise.
25.6 Changes for Technical, Legal or Operational Reasons.
Fusion may implement immediate or urgent modifications when necessary or convenient for technical, security, legal, regulatory, commercial, operational, compliance, fraud-prevention, maintenance, technological evolution reasons or due to changes in third-party services.
25.7 Changes in Prices, Plans and Charges.
Fusion may modify at any time prices, rates, commissions, plans, usage limits, recurring charges, variable charges, third-party costs, consumption costs, message costs, token costs, automation costs, integration costs, artificial intelligence costs or any other economic condition related to the Services.
Such changes shall apply from the date indicated by Fusion in the corresponding notification, without prejudice to the User’s ability to stop using the Services if the User does not agree.
25.8 Adaptations Due to Third Parties.
When a modification becomes necessary due to changes, restrictions, failures, discontinuations, costs or requirements of Third-Party Services, Fusion may adjust the Services, prices, integrations, usage limits or applicable conditions to the extent it considers reasonably necessary, without liability toward the User.
25.9 Contractual Continuity.
Any updated version of these Terms shall automatically replace and supersede any prior version from its effective date, without the need for handwritten signature, additional consent or separate acceptance, unless Fusion expressly provides otherwise.
25.10 Essential Nature.
The User acknowledges that Fusion’s ability to modify the Services and these Terms constitutes an essential element for the operation, evolution, security and commercial sustainability of TASK321.
26. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE
26.1 Entire Agreement.
These Terms, together with the Privacy Policy, any additional data processing agreements, annexes, service orders, subscribed plans, specific conditions, policies incorporated by reference, operational notices and any other document that Fusion Engineering Group LLC (“Fusion”) expressly incorporates as an integral part of the contractual relationship with the User, constitute the complete, entire and exclusive agreement between the parties regarding access to and use of the Services, and fully replace any prior or contemporaneous communication, proposal, negotiation, understanding, representation, offer, promise or agreement, whether oral, written, electronic or implied, relating to such subject matter.
26.2 Exclusion of External Representations.
The User acknowledges and agrees that it has not relied, and will not rely, on statements, promises, expectations, examples, promotional materials, presentations, demonstrations, screenshots, informal conversations, support messages, commercial exchanges, marketing content, social media publications, third-party comments or any other representation not expressly incorporated into these Terms or into a formal document duly executed or validly issued by Fusion.
26.3 Order of Precedence Between Documents.
In the event of contradiction, inconsistency, conflict or difference of interpretation between documents applicable to the relationship between Fusion and the User, the following order of precedence shall apply unless Fusion expressly provides otherwise in writing in a specific document:
a. any specific agreement signed or expressly accepted between Fusion and the User for a particular functionality, service, plan or relationship;b. any additional data processing agreement, regulatory annex or specific compliance document, exclusively with respect to the subject matter it regulates;c. these Terms;d. the Privacy Policy;e. operational policies, technical documentation, usage guidelines, FAQs, help documentation, informational materials or any other complementary document published by Fusion.
26.4 Scope of Precedence.
The precedence established in this Section shall apply only with respect to the specific point in conflict. In all other respects, the documents shall be interpreted in a complementary and harmonious manner to the extent reasonably possible.
26.5 No Incorporation of User Terms.
No term, condition, policy, purchase order, note, form, email, commercial exchange, document or text unilaterally issued by the User shall be deemed incorporated into the contractual relationship nor modify these Terms unless previously and expressly accepted in writing by Fusion.
26.6 No Implied Modifications.
No conversation, tolerance, operational exchange, technical support, occasional assistance, temporary exception, commercial conduct or failure by Fusion to exercise rights shall be interpreted as a modification, extension, waiver or substitution of these Terms unless there is an express modification carried out in accordance with these Terms.
26.7 Interpretative Survival.
This Section shall continue to apply to interpret the relationship between the parties even after suspension, termination or cancellation of the account or the Services, to the extent necessary to resolve disputes, interpret documents, determine surviving obligations or allocate responsibilities.
27. SEVERABILITY
27.1 Partial Validity.
If any provision of these Terms, or part thereof, is declared invalid, illegal, null, unenforceable or inapplicable by a competent authority, such provision shall be considered severable from the remainder of the contract and shall not affect the validity, legality, enforceability or applicability of the remaining provisions.
27.2 Adjustment for Maximum Validity.
To the extent that a provision becomes invalid, illegal, null or unenforceable in a specific jurisdiction, such provision shall be interpreted, limited, reformulated or partially applied to the minimum extent necessary to render it valid and enforceable, preserving as much as possible the original intent of the parties and the economic and legal effect sought by the affected provision.
27.3 Residual Application.
The provisions of these Terms shall apply to the maximum extent legally permissible under applicable law even if a specific part is considered invalid or unenforceable.
27.4 Continuity of the Agreement.
The invalidity or unenforceability of one or more provisions shall not affect the continuity or performance of the remainder of these Terms, which shall remain fully valid and enforceable.
28. NO WAIVER (WAIVER)
28.1 No Waiver by Failure to Exercise.
The fact that Fusion Engineering Group LLC (“Fusion”) does not exercise, delays in exercising or partially exercises any right, power, action, defense or remedy provided in these Terms or by law shall not constitute or be interpreted as a waiver, limitation or loss of such right, power, action, defense or remedy.
28.2 Individual, Partial or Cumulative Exercise.
The isolated, partial, occasional or delayed exercise of any right or remedy by Fusion shall not prevent, limit or prejudice the subsequent, simultaneous, repeated or cumulative exercise of that same right or of any other right or remedy available under these Terms, under other applicable agreements or under the law.
28.3 Express Written Waiver Only.
No waiver, dispensation, consent, exception or release of rights by Fusion shall be valid, enforceable or opposable unless it is contained in an express, unequivocal written document signed by a duly authorized representative of Fusion.
No waiver with respect to a specific breach, situation or event shall imply a waiver with respect to prior, simultaneous or future breaches, situations or events, even if similar.
28.4 No Waiver by Conduct, Tolerance or Practice.
No conduct, tolerance, inaction, delay, operational assistance, technical support, commercial response, occasional concession, temporary exception, flexibility, repeated practice, course of conduct, prior relationship, silence, lack of immediate objection or lack of strict enforcement of these Terms by Fusion shall be interpreted as:
a. a waiver of rights;b. a modification of these Terms;c. acceptance of a permanent practice or criterion;d. consent to future breaches;e. creation of vested rights, legitimate expectations or precedents in favor of the User; orf. limitation of Fusion’s right to require strict compliance with these Terms at any time.
28.5 No Creation of Rights for the User.
The User acknowledges and agrees that no omission, concession, flexibility, tolerance or conduct by Fusion shall create vested rights, legitimate expectations, contractual customs, binding precedents or favorable interpretations for the User regarding future situations.
28.6 Permanent Reservation of Rights.
All rights, powers, actions, defenses and remedies of Fusion shall remain fully valid and reserved at all times and may be exercised whenever Fusion considers it appropriate, even if it has not exercised them previously against the same User or against other users in identical, similar or different situations.
28.7 Interpretation.
This Section shall be interpreted broadly in favor of the full preservation of Fusion’s rights and against any allegation of tacit, implied, presumed or conduct-based waiver.
29. RELATIONSHIP BETWEEN THE PARTIES
29.1 Independent Relationship.
The relationship between the User and Fusion Engineering Group LLC (“Fusion”) is exclusively that of independent contracting parties. Nothing in these Terms, in the use of the Services, in the operation of TASK321 or in any interaction between the parties shall be interpreted as creating a partnership, joint venture, association, mandate, representation, agency, fiduciary relationship, franchise, employment relationship, dependency relationship, employer-employee relationship, contractor-subcontractor relationship, partnership, strategic alliance or any other relationship different from that expressly provided in these Terms.
29.2 Absence of Representation.
The User shall have no authority to represent, bind, commit, contract, issue statements, assume obligations, grant warranties, make promises, make representations or act on behalf of Fusion under any circumstances. Any act carried out by the User in violation of this provision shall be the User’s sole responsibility and shall not bind Fusion in any way.
29.3 Absence of Relationship with the User’s Customers.
Fusion is not a party to any contractual, commercial, professional, employment or consumer relationship between the User and its customers, end users, employees, contractors, subcontractors, leads, contacts, suppliers or third parties. Fusion does not provide the User’s services, does not supervise them, does not direct them, does not guarantee them and does not assume responsibility for their quality, legality, execution, compliance, price, safety, timeliness or results.
29.4 Absence of Employment, Agency or Intermediation.
The use of TASK321 to schedule, estimate, charge, assign tasks, send messages, automate communications, suggest responses, integrate payments, connect third parties or facilitate operational flows does not convert Fusion into an employer, agency, broker, legal intermediary, marketplace operator, staffing company, provider of the final service, subcontractor, escrow agent, collection agent or organizer of the User’s commercial activity.
29.5 Exclusive Control of the User.
The User retains at all times exclusive control over its business, its services, its prices, its estimates, its commercial decisions, its messages, its clients, its personnel, its automations, its integrations and any service effectively offered or performed to third parties. The User is solely responsible for the administration and execution of its commercial operations.
29.6 No Exclusivity.
Unless expressly agreed otherwise in writing, nothing in these Terms shall grant the User any territorial, sectorial, commercial, technical or other exclusivity with respect to TASK321, Fusion, its Services, integrations, functionalities, brands or technology. Fusion may provide services to any other person or entity, including direct or indirect competitors of the User.
29.7 No Fiduciary Relationship.
Nothing in these Terms or in the use of the Services shall create fiduciary obligations of Fusion toward the User. Fusion does not act as a fiduciary, custodian, trustee, depositary, advisor, trusted agent or guardian of the User’s commercial, financial, regulatory or strategic interests.
29.8 No Guaranteed Technological Dependency.
The User acknowledges that TASK321 is a technological tool and not a corporate, operational or human structure of the User’s business. Intensive, continuous or critical use of the Services shall not transform Fusion into the operator of the User’s business nor generate any operational continuity obligation equivalent to that of a partner, administrator, manager or internal officer of the User.
29.9 No Third-Party Beneficiaries.
Unless expressly provided otherwise in these Terms, no person or entity other than the User and Fusion shall have the right to invoke, enforce, benefit from or rely upon these Terms as a third-party beneficiary, even if they may be indirectly affected by the use of the Services.
29.10 Interpretation.
Any interpretative doubt regarding the relationship between the parties shall be resolved in a manner that preserves the legal, operational and economic independence between Fusion and the User, and that excludes any relationship other than the one expressly provided in these Terms.
30. INTERPRETATION, HEADINGS AND RULES OF CONSTRUCTION
30.1 General Interpretation.
These Terms shall be interpreted in a reasonable, functional and commercially coherent manner, in a way that preserves their validity, enforceability, practical effectiveness and economic purpose, protecting the operation, integrity, security, scalability and sustainability of the Services and of Fusion Engineering Group LLC (“Fusion”).
30.2 Headings.
The titles, headings, subtitles, numbering and internal references included in these Terms are incorporated solely for convenience and organization and shall not limit, expand or affect the interpretation of any provision.
30.3 References and Interpretation of Terms.
Unless the context clearly indicates otherwise:
a. references to “include”, “including” or similar expressions shall mean “include, without limitation”;b. references in the singular shall include the plural and vice versa;c. references to a gender shall include all genders;d. references to “law”, “regulation” or equivalent terms shall include their amendments, updates, complementary regulations and successor rules;e. references to a Section or clause shall be understood as references to the corresponding Section or clause of these Terms;f. any reference to technologies, services, functionalities or integrations shall include their current, future, modified, equivalent or replacement versions.
30.4 No Interpretation Against the Drafter.
These Terms shall not be interpreted against Fusion by reason of having drafted, prepared, proposed, published, structured, negotiated or reviewed this document, even if the User has made comments, suggestions or partial revisions, and the parties expressly waive any rule of interpretation resolving ambiguities against the drafting party.
30.5 Illustrative Examples and Non-Exhaustive Lists.
Any enumeration, example, category or list contained in these Terms shall be considered illustrative and non-exhaustive unless expressly stated otherwise. The inclusion of specific examples shall not limit the general scope of the corresponding provision.
30.6 Systematic Interpretation.
The provisions of these Terms shall be interpreted in a complementary manner with one another. No clause shall be interpreted in isolation if such interpretation would produce an artificial, restrictive or contradictory reading or frustrate the overall purpose of the agreement or the protection of Fusion’s rights.
30.7 Preservation of Effect.
In the event of interpretative doubt, the provisions shall be interpreted in the manner that best preserves their useful effect, practical applicability and the allocation of risks established in these Terms.
30.8 Technological and Evolutionary Interpretation.
References to technologies, systems, integrations, artificial intelligence, APIs, third-party services, communication means or infrastructures shall be interpreted in an evolutionary manner, including current, future, equivalent or functionally similar technologies, even if they did not exist at the time these Terms were drafted.
30.9 Survival of Interpretation Rules.
The rules of interpretation contained in this Section shall continue to apply even after suspension, termination or cancellation of the account or the Services to the extent necessary to resolve disputes, determine responsibilities, interpret surviving obligations or enforce Fusion’s rights.
31. SURVIVAL
31.1 General Survival.
Any provision of these Terms that by its nature, purpose, express text or practical effect must remain in force after suspension, limitation, cancellation or termination of the account, the Services or these Terms shall survive and remain fully valid, enforceable and binding for the period necessary to fulfill its purpose.
31.2 Surviving Provisions.
Without limiting the foregoing, the following provisions shall survive, among others:
a. license and restrictions of use;b. intellectual property;c. use of trademarks, where applicable;d. payment obligations, charges, commissions, fees, reimbursements, refunds, third-party costs, chargebacks and outstanding amounts;e. privacy, data protection, data retention and use of aggregated, anonymized or de-identified data;f. user obligations;g. User Content and licenses granted to Fusion;h. links, integrations and Third-Party Services;i. notices and electronic evidence;j. governing law, jurisdiction, time limit to initiate actions and dispute resolution;k. compatible devices, technical environment, interruptions, outages and unavailability;l. representations and warranties of the User;m. electronic communications;n. audits, verifications and compliance controls;o. indemnification;p. force majeure;q. assignment;r. entire agreement, precedence, severability, no waiver, relationship between the parties and interpretation; ands. any other obligation, limitation, right or remedy that reasonably must survive.
31.3 Termination Without Extinguishing Prior Responsibilities.
Suspension, limitation, cancellation or termination of the account, the Services or these Terms shall not extinguish or affect rights, claims, obligations, responsibilities, debts, costs, investigations, audits, corrective measures, duties of cooperation or remedies arising prior to termination or derived from events occurring during the term of the contractual relationship.
31.4 Preservation of Evidence and Records.
Fusion Engineering Group LLC (“Fusion”) may retain, block, back up, anonymize, aggregate, limit or use records, logs, metadata, tickets, receipts, digital evidence, operational data, accounting records and any other information related to the account or to the use of the Services for as long as it reasonably considers necessary for purposes of security, compliance, audit, legal defense, evidence preservation, dispute resolution, recovery of debts, fraud prevention or regulatory compliance.
31.5 Maximum Scope.
This Section shall be interpreted broadly to preserve all legitimate rights and interests of Fusion with respect to events, claims, risks or liabilities that survive the formal termination of the contractual relationship.
32. ELECTRONIC ACCEPTANCE AND ELECTRONIC SIGNATURE
32.1 Validity of Electronic Acceptance.
The User acknowledges and agrees that access, registration, activation, continued use of the Services, payment of a subscription, selection of a plan, activation of functionalities, checking boxes, clicking acceptance buttons, in-app confirmations, tap-wrap, click-wrap, electronic responses or other equivalent electronic acts constitute valid manifestations of consent and acceptance of these Terms, with the same legal value as a handwritten signature, to the extent legally permissible.
32.2 Electronic Signature and Acceptance Records.
Electronic records maintained by Fusion, including date and time of acceptance, IP address, device identifiers, onboarding logs, session tokens, account histories, payment confirmations, technical confirmations, API logs, in-app acceptances, confirmation emails and any other digital trace reasonably linked to the acceptance or activation process, shall constitute valid, sufficient and admissible evidence of the User’s acceptance and of the formation of the contract, even where such acceptance has been performed by a person authorized to act on behalf of the User or an entity associated with the account.
32.3 Absence of Physical Signature.
The User waives the requirement of a handwritten signature, paper format, additional physical formalities or duplicate acceptance as a condition for the validity, enforceability or executability of these Terms, unless mandatory law expressly requires a different formality for a specific case.
32.4 Subsequent Acceptances.
The User acknowledges that the following shall also constitute valid and binding acceptance of modified versions of these Terms or related documents:
a. continued use of the Services after notification or publication of changes;b. activation of new functionalities or integrations;c. subscription to or renewal of plans;d. continuation of payments or consumption; ore. any unequivocal electronic conduct consistent with acceptance.
32.5 Authority of the Accepting Party.
Any person who accepts these Terms, activates an account, configures integrations, subscribes to plans or uses the Services on behalf of a company, organization or third party represents and warrants that they have sufficient authority to bind such entity and that such acceptance shall be fully binding upon it.
32.6 No Challenge Based on Electronic Form.
The User agrees that it shall not challenge the validity, enforceability, admissibility or evidentiary force of these Terms or any related consent solely on the basis that they were concluded, accepted, executed, communicated, stored or evidenced by electronic means.
33. LANGUAGE AND PREVAILING VERSION
33.1 Language Versions.
Fusion may make these Terms, the Privacy Policy and other related documents available to the User in one or more languages for convenience, commercial accessibility or operational facilitation.
33.2 Prevailing Version.
Unless Fusion expressly indicates otherwise in a specific document, the English version of these Terms shall be the official, controlling and prevailing version for all legal, regulatory, interpretative, evidentiary, administrative, arbitral and judicial purposes.
33.3 Courtesy Translations.
Any translation into another language, including the Spanish version, shall be for informational or courtesy purposes only and shall not modify or limit the scope of the prevailing version unless Fusion expressly provides in writing that a different version shall take precedence.
33.4 Conflicts of Interpretation.
In the event of contradiction, difference, ambiguity, omission or conflict between language versions, the version indicated in Section 33.2 shall prevail unless mandatory applicable law requires a different solution for a specific matter.
33.5 Technical or Legal Terms.
Where a technical, legal, commercial or operational term does not have an exact translation between languages, it shall be interpreted according to the meaning of the prevailing version and the general context of these Terms, avoiding artificial or restrictive interpretations based solely on translation differences.
33.6 Communications and Documentation.
Fusion may issue notices, technical documentation, support communications, operational notices, updates and contractual communications in one or more languages without altering the prevailing version of these Terms.
34. LEGAL CONTACT, CONTRACTUAL CONTACT AND INQUIRIES
34.1 Legal Contact Channel.
Any legal inquiry, contractual consultation, formal request, written claim or request related to rights, compliance, contractual documentation or regulatory matters related to these Terms shall be directed to Fusion through the legal channel designated by Fusion from time to time.
Unless Fusion communicates another address in writing, the legal contact channel shall be: legal@fusionswfl.com.
34.2 General Inquiries and Support.
Operational, commercial, technical or support inquiries shall not be considered formal legal notices, even when they contain references to these Terms, unless they are sent through the formal channel indicated and reasonably comply with the requirements of a formal notice.
34.3 No Legal Advice or Contractual Modification.
No response provided by support, sales, onboarding, account management, automated channels, artificial intelligence, bots, help documentation, FAQs, chats, messages, virtual assistants, commercial communications or operational personnel of Fusion shall constitute legal advice, contractual modification, waiver of rights, special consent or binding interpretation of these Terms unless it expressly originates from the legal channel designated by Fusion and is issued as a formal written response.
34.4 Changes to Contact Channel.
Fusion may modify the legal, contractual or regulatory contact channel by notifying the User or by publishing an update in the Services, in which case the new channel shall automatically replace the previous one from the indicated date.
34.5 Sufficiency of Formal Communications.
The User shall be responsible for using the appropriate channel depending on the nature of its inquiry or request. Fusion shall not be responsible for delays, lack of formal handling, loss of priority or legal effects arising from the use of incorrect, informal or non-designated channels for legal or contractual matters.
34.6 Retention and Evidence.
Fusion may retain, record, classify, back up and use as evidence any inquiry, request, exchange or communication related to these Terms, whether received through the legal channel, support channel or other electronic means, to the extent necessary to administer the contractual relationship, respond to claims, comply with legal obligations or preserve evidence.
35. DISCLAIMER OF WARRANTIES
THE SOFTWARE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUSION EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FUSION DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RESULTS WILL BE ACCURATE OR RELIABLE.
36. HIGH-RISK ACTIVITIES
THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING ANY APPLICATION WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE. FUSION SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. USER ASSUMES ALL RISK AND LIABILITY FOR ANY SUCH USE.
37. INDEMNIFICATION.
USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS FUSION ENGINEERING GROUP LLC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, OR DEBT, AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING FROM: (I) USER'S USE OF AND ACCESS TO THE SERVICES; (II) USER'S VIOLATION OF ANY TERM OF THESE TERMS; (III) USER'S VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING INTELLECTUAL PROPERTY OR PRIVACY RIGHTS; OR (IV) ANY CLAIM THAT USER'S CONTENT OR USE OF AI-GENERATED OUTPUTS CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS AND USER'S USE OF THE SERVICES.