Effective Date: June 23, 2020
FUSE is a digital ecosystem for the manufacturing industry that fosters opportunities to connect, learn, and grow. FUSE is owned and operated by owned and operated by LogicBay (“LogicBay,” “we,” “us,” and/or “our”). These Terms of Service apply to your use of our Services which includes FUSE.LogicBay.com, FUSE-branded apps, and other FUSE-related sites, apps, communications and services (“Services”). These Terms of Service apply to both Members and Visitors. LogicBay will be the controller of your personal data provided to, or collected by or for, or processed in connection with our Services.
By using FUSE, you (“User”, “you” or “your”) agree to be bound by this Terms of Service Agreement (“Agreement”). User agrees that LogicBay has, by making the FUSE Service available to User, provided fair and equitable consideration for entering into this Agreement. This Agreement sets out the legally binding terms of your use of the Service and may be modified by LogicBay from time to time, with such modifications effective upon posting to the website; specifically located by clicking on the link entitled “Terms of Service” found on the FUSE website (https://www.logicbay.com/fuse-tos). If you wish to terminate this contract at any time, you can do so by closing your account and no longer accessing or using our Services.
This Agreement sets forth the understanding between the parties and governs your use of the Services.
2. Representations and Warranties
As a user of the Service, you understand, represent, warrant, and agree that;
i. You are over eighteen (18) years of age;
ii. To use the Services you agree that you will only have one FUSE account, which must be in your real name; and you are not already restricted by LogicBay from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 18;
iii. Your use of the Service, whether publishing or viewing anything thereon, as well as any communications and/or interactions you have with others, is entirely voluntary; you can stop your use of the Service at any time, and there is nothing forcing you to participate. You are solely responsible for Content you view and/or publish, and for your interactions with others;
iv. You are solely responsible for setting, managing and securing your passwords, maintaining your email address, and are fully responsible for all activities that occur through your account and under your profile name;
v. You will honor your payment obligations and you approve us storing your payment information. You understand there may be fees and taxes that are added to our prices;
vi. If you or anyone else using the Service is in any way damaged by anything arising from your use of the Service, with such damage(s) being financial, psychological, physical, or otherwise you agree to indemnify LogicBay, as well as all officers, directors, employees, representatives, service providers, partners, and agents, and hold them harmless from any such damage(s);
vii. You agree not to gain unauthorized access to the Service, other users’ accounts, names, personally identifiable information or other computers, websites or pages, connected or linked to the Service or to use the Service in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
viii. You agree not to modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Service or the rights or use and enjoyment of the Service by any other person, firm or enterprise;
ix. You may not use any computerized or automatic mechanism, including without limitation, any web scraper, offline reader, spider or robot, to access, extract, capture, or download any Content from the Service. You agree not to use or launch any automated system that accesses the site in a manner that sends more request messages to LogicBay servers in a given period of time than a person can reasonably create in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, we allow the operators of public search engines, as well as certain partners and regulatory organizations, permission to use spiders and application programming interfaces (“API’s”) to copy non-password protected Content from the Service for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics;
x. You will abide by standards of conduct and decency which are in line with the general online community, as well as all laws. Violation of this, in LogicBay’ sole and absolute discretion, may result in LogicBay taking appropriate action against you including, without limitation, deleting content, removing your account(s) from the Service, reporting to law enforcement authorities, and other legal actions. User represents and warrants that you will not directly or indirectly engage in any activity nor post any Content that: a) is in any way illegal or unlawful for you to personally view or post according to rules, regulations, and/or laws of your specific geographic local community where you reside and which you are personally responsible for knowing and complying with; b) you do not own the copyright to; c) harasses or advocates harassment of another person; d) is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; e) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; f) provides access (either directly or via links) to an illegal or unauthorized copy of another person’s copyrighted work, such as computer programs, music, videos, photographs, art, etc.; g) providing information to circumvent manufacturer-installed copy-protect devices; h) provides instructional information about activities such as making or buying weapons, violating someone’s privacy, or creating or distributing computer viruses; i) solicits passwords or personally identifying information from others; j) is an adult soliciting a relationship with a minor; k) constitutes, or could be construed as, harmful matter or indecent communications to minors; l) constitutes, or could be construed as, child pornography or the abuse of children; m) constitutes, or could be construed as, being abusive to animals; n) entices or promotes hate or violence against any particular race, nationality, religion, or lifestyle; o) incite or inflame incendiary reactions or behavior in cultures or groups of people or organizations; p) is illegal, threatening, abusive, hateful, defamatory, libelous, slanderous, or injurious to the reputation of any person or entity; q) is either directly or indirectly an unapproved advertisement of any form for commercial purposes; r) constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights, or other rights; s) promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files and, in any program, file, data stream or other material contains viruses, worms, “Trojan horses” or any other destructive feature, regardless of whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs, or inconvenience to any person or entity; t) promotes or solicits for any competing business to LogicBay, or to any LogicBay linked partner.
As the provider of the Service, LogicBay represents and warrants that it will use commercially reasonable efforts to maintain the Service in good working order, online most of the time, and available to people in general on the world wide web where such content is accessible and not otherwise blocked by technology and/or laws which are out of our direct control. We make no representations or warranties with regards to data integrity, availability, archives, security or backups other than as stated in our Service Level Agreement. We strongly encourage you to keep local backups on your own computer of all your data and information, and to not post any publicly available personally identifiable information on the Service. LogicBay makes absolutely no representations or warranty’s on data integrity or security of any Content or other information including, but not limited to, photos, text, emails, account settings, IP addresses, email addresses, or credit card information. Nor do we make any representations or warranties about any member, any Content, or any online or offline interactions you have.
3. Offensive Content
THIS SITE AND/OR OUR SERVICE MAY CONTAIN CONTENT AND MATERIAL WHICH YOU FIND OFFENSIVE, INCLUDING BUT NOT LIMITED TO PICTURES, IMAGES, VIDEO, AUDIO, AND WRITINGS RELATED TO COMMERCIAL, POLITICAL, ECONOMIC, RELIGIOUS, SOCIAL, AND OTHER THINGS WHICH, WHILE NOT ILLEGAL, ARE CONSIDERED FREE SPEECH AND THUS MAY PRESENT YOU WITH THINGS WHICH YOU PERSONALLY DEEM OFFENSIVE OR OTHERWISE UNDESIRABLE OR OBJECTIONABLE. BY ACCESSING THE SITE, YOU AGREE AND WARRANT TO LOGICBAY THAT YOU WISH TO POTENTIALLY SEE AND/OR HEAR SUCH MATERIAL. YOU AGREE THAT LOGICBAY HAS NO RESPONSIBILITY NOR LIABILITY TO MODERATE OR REMOVE CONTENT WHICH YOU, OR ANY SELECT GROUP OF PEOPLE, FIND PERSONALLY OR COLLECTIVELY OFFENSIVE.
4. Fees and Charges
If you buy any of our paid Services (“Premium Services”), you agree to pay LogicBay the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that:
- Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
- We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
- If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date.
- All of your purchases of Services are subject to LogicBay’s FUSE refund policy.
- We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
5. FUSE Channel Ownership
By purchasing a Channel Ownership subscription, a FUSE member can create a FUSE Channel to market to other FUSE members.
5.1 FUSE Channel Ownership Subscription Fee
FUSE Channel Ownership is a Premium Service that requires a monthly subscription fee.
5.2 Activity Based Fees
FUSE Channel Owners are responsible for the following transaction fees:
5.2.1 Web-Based Training (WBT) Activity
Each time a FUSE Channel member initiates a WBT (i.e., self-paced e-learning course) that the FUSE Channel Owner makes available free of charge to the FUSE Channel member, the FUSE Channel Owner will be charged a $3.00 transaction fee.
This transaction fee is associated with the initial launch of the course session
The FUSE Channel member will have access to the WBT course for one year without generating any additional fees.
5.2.2 Webinar Event or Training Class Activity
Each time a FUSE Channel member registers to attend a webinar, virtual event, in-person training, or in-person event that the FUSE Channel Owner makes available free of charge to the FUSE Channel member, the FUSE Channel Owner will be charged a $3.00 transaction fee.
5.2.3 Lead Registration Activity
Each time a FUSE Channel Owner or a FUSE Channel member registers a lead within the FUSE Channel, the following transaction fees will apply to the FUSE Channel Owner:
$15.00 per lead up to 300 registered leads/month
$12.50 per lead up to 500 registered leads/month
$10.00 per lead up to 800 registered leads/month
$10.00 per lead for unlimited leads/month
5.2.4 Activity Based Fee Schedule
Billing for Activity Based transactions are consolidated in a monthly Channel Owner Transaction Report which will be available within fifteen (15) days after the end of each month.
5.2.5 Activity Based Fee Payment
Activity Based transaction fees are accrued during a month and are billed to the Channel Owner within fifteen (15) days after the end of each month. Activity Based transaction fees will be paid using the payment method associated with the FUSE Channel Owner’s profile.
6. FUSE Channel Revenue Sharing
FUSE Channel Owners can sell products and services within their FUSE Channel.
6.1 A FUSE Channel Owner can sell (1) Web-Based Training (WBT) courses, (2) Instructor-Led Training (ILT) (i.e., in-person training), and (3) Events to FUSE Channel members.
6.2 Ecommerce (Online) Purchases
- All items purchased on a FUSE Channel will be purchased through ecommerce (e.g., credit card purchase).
- The FUSE Platform uses the Stripe payment gateway to process ecommerce transactions.
- For each ecommerce transaction, Stripe will deduct a payment gateway transaction fee.
- The typical processing fee for a credit card transaction is ((2.9% of the purchase price) + ($0.30/transaction)
6.3 WBT Revenue Share
All WBT revenue will be shared as follows:
- 70% to the FUSE Channel Owner
- 30% to LogicBay
6.3.1 WBT Revenue Share ExampleFor example, if a FUSE Channel Owner sells access to a WBT for $100, FUSE Channel Owner revenue share = $70 (70% of revenue)
6.4 ILT and Events Revenue Share
All ILT and Events revenue will be shared as follows:
- 90% to the FUSE Channel Owner
- 10% to LogicBay
6.4.1 ILT/Event Revenue Share Example
For example, if a FUSE Channel Owner sells access to an ILT for $500, FUSE Channel Owner revenue share = $450.00 (90% of revenue)
6.5 Revenue Share Reporting
LogicBay will be responsible for all FUSE billing and will provide the FUSE Channel Owner with a monthly report of all sales transactions, refund transaction, revenue collected, revenue refunded, and FUSE Channel Owner revenue share within fifteen (15) business days of the end of each month.
6.6 Revenue Share Distribution
Within fifteen (15) business days of the end of each month, LogicBay will issue FUSE Channel Owner a full payment of earned revenue share based on all FUSE Channel revenue collected during the prior month, taking into account the revenue sharing formulas above.
7. Your License to FUSE
You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it. As between you and LogicBay, you own the content and information that you submit or post to the Services, and you are only granting LogicBay and our affiliates the following non-exclusive license:
A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
8. Proprietary and Intellectual Property Rights of LogicBay
LogicBay owns and retains all proprietary rights in the Service and in the Content it publishes on its own behalf thereon, as well as all programming code, user-interface designs, database methodologies, business rules, and systems design. The Service may also contain copyrighted material, trademarks, and other proprietary rights and property of our partners, vendors, and licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, replicate, duplicate, or sell any such proprietary information. Furthermore, LogicBay maintains the right to send you periodic emails, at frequencies determined solely by LogicBay, which may include advertisements from LogicBay and from third parties. LogicBay may utilize unaffiliated third-party service providers to supply various products and services including, but not limited to, hosting services, internet connectivity, data processing, subscription billing, storage of account information, and for the transmission of emails, among other things.
10. Links to Third-Party Websites
LogicBay is not responsible for any user Content published on the Service, or in connection with the Service, whether by you or by other users, as well as third party service providers. LogicBay is not responsible for the conduct, whether online or offline, of any member or user of the Service. LogicBay assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of the Service, Content or any member or other user communications. The Service and/or any features thereof may at any time fail or be subject to computer hacking, copying or phishing (including your IP address), and LogicBay disclaims any responsibility for such events and makes no representations regarding the security nor the permanence of any data, including backups; you acknowledge this and provide any personal information on the site, even if intended to be private, entirely at your own risk. LogicBay is not responsible for any problems or technical malfunction of any telephone network or data lines, computer systems, networking equipment, computer servers and related equipment, software, failure of email, or traffic congestion on the Internet or at any web site or combination thereof, which causes or results in injury or damage to User or to any other person. Under no circumstances will LogicBay be responsible for any loss or damage, including but not limited to personal injury or death, resulting from your use of the Service, any Content posted on the Service or transmitted to or from User, any lack of online or offline security, or any interactions between User and others, whether online or offline. That LogicBay may, in its sole and absolute discretion, review offerings and/or user accounts and/or any Content, and may even delete some offerings, accounts, and/or Content from the system before or after it is published, does not in any way imply that LogicBay is expected or obligated to do so. THE SERVICE IS PROVIDED “AS-IS” AND LOGICBAY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES, CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOGICBAY DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ITS SERVICES. FURTHERMORE, LOGICBAY IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY ANY ISSUERS OR THIRD PARTIES, NOR FOR ANY THIRD-PARTY SITES THAT CAN BE LINKED TO FROM THE SERVICE.
FURTHERMORE, LOGICBAY DOES NOT WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND, EVEN IF COMPENSATED, WHETHER FOR A FIXED FEE OR VIA CPC, CPM, CPA OR OTHER BASIS, IN NO WAY SHALL LOGICBAY BE CONSIDERED A PARTY TO OR IN ANY WAY HAVE RESPONSIBILITY TO MONITOR OR WARRANTY ANY TRANSACTION BETWEEN YOU AND ISSUERS OR ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
12. Liability Limitations
IN NO EVENT SHALL LOGICBAY BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THE SERVICE, OR FROM THE PERFORMANCE OR NON-PERFORMANCE OF LOGICBAY AND/OR ITS USERS, AFFILIATES, AGENTS, OR AUTHORIZED REPRESENTATIVES UNDER ANY PROVISION OF THIS AGREEMENT, EVEN IF LOGICBAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR FOR ANY MISTAKES SUCH AS ALLOWING OR DISALLOWING ANY CONTENT. NOR FOR ANY ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING ISSUERS, EVEN IF SUCH PERSON OR BUSINESS WAS REFERRED BY LOGICBAY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER PARTY’S LIABILITY TO THE OTHER FOR WILLFUL AND MALICIOUS MISCONDUCT OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER. FURTHERMORE, IT IS HEREBY AGREED THAT LOGICBAY’S SOLE LIABILITY TO USER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A PREMIUM SERVICE, IF ANY, OR (B) US$500. YOU ASSUME ALL RISKS IN YOUR USE OF THE SITE AND SERVICE, AND ALL FEATURES THEREOF. THIS INCLUDES, WITHOUT LIMITATION, ANY PRIVACY, IDENTITY, COPYRIGHT, EMOTIONAL, ECONOMIC, AND/OR PHYSICAL DAMAGES THAT MAY YOU INCUR.
Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have LogicBay, upon written notice from you, to refund any monies actually paid by you to LogicBay for any specific services and/or products involved and to terminate and discontinue your use of the Service. You further understand and acknowledge the capacity of the Service, in the aggregate and for each user, is limited and some messages and transmissions may not be processed in a timely fashion or at all, and some services, features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that LogicBay assumes no liability, responsibility or obligation to transmit, process, store, receive, deliver or secure data or Content or IP addresses, or for any failure or delay associated with any Content or other information and you are hereby expressly advised not to rely upon the timeliness or performance of the Service for anything.
13. User Disputes
LogicBay does not moderate Content of users. You may find another users Content to be offensive, harmful, inaccurate, deceptive, libelous, slanderous, or fraudulent. Please use caution, common sense, and safety when using the Service. You are solely responsible for your interactions with other users. Because LogicBay is not involved in user interactions, if you have a dispute with one or more users who have posted, viewed, or used Content on the Service, you hereby release LogicBay, including its officers, directors, agents, subsidiaries, partners, service providers, and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
14. Term and Termination
This Agreement will remain in full force and effect while you use the Service. You may terminate your use at any time and for any reason. LogicBay may suspend your account(s) at any time and without reason, with no notice required. Even after this Agreement is terminated, certain provisions will remain in effect where they in any way relate to, and then governed your past use of the Service.
15. Binding Arbitration, Applicable Law and Venue, Attorneys Fees.
This Agreement is governed by and will be interpreted and enforced in accordance with the laws of the State of North Carolina, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration. Arbitration with LogicBay Corporation shall be pursuant to the rules of the American Arbitration Association. In all cases it is agreed that venue shall be in the state of North Carolina. Each of User and LogicBay consents to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees, and the decision of the arbitrator shall be final, binding and enforceable in any court.
You agree to indemnify and hold LogicBay, its subsidiaries, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of any provision in this Agreement. This defense and indemnification obligation will survive termination of this Agreement and your use of the Service. LogicBay reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with LogicBay in the defense of any such claim, action, settlement or compromise negotiations, as requested by LogicBay.
This Agreement, along with any and all rights and licenses granted herein, may be transferred or assigned by LogicBay at any time, without notice or restriction.
18. Entire Agreement, Severability and Force Majeure
This Agreement, accepted upon use of the Service, contains the entire agreement between User and LogicBay regarding the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to unforeseen circumstances.
LogicBay has the right, at its sole discretion, and without necessity of notice, to modify either this Agreement and/or the Service at any time. Changes to this Agreement will be posted and accessible via the “Terms of Service” link (https://www.logicbay.com/fuse-tos) so that you may review it. You hereby agree to frequently review this Terms of Service Agreement in order to stay informed of the most current terms then in effect which govern your use of the Service. If any portion of this Agreement or any change to any feature of the Service is unacceptable to you then you should immediately discontinue your use of the Service; continued use of the Service means that you have accepted and are bound by this Agreement and any changes made hereto.
- Any notices to LogicBay should be sent to email@example.com
- Any notices to User will be sent to the email address provided to us in your FUSE member profile
- Please contact us with any questions regarding this agreement at firstname.lastname@example.org
© 2020 LogicBay Corporation. All Rights Reserved