FUSE End User License Agreement

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This End User License Agreement (“Agreement”) governs access to and use of the FUSE technology platform (“FUSE”), a proprietary software solution owned and operated by PartnerCentric, Inc. (“PartnerCentric,” “we,” “us,” or “our”). This Agreement is a binding legal contract between PartnerCentric and the entity or individual (“Client” or “you”) accessing or using FUSE. By using or accessing the FUSE platform, you agree to be bound by this Agreement.

Definitions

“Client Data” means any data, information, or materials input or uploaded into the FUSE platform by or on behalf of Client.
“Confidential Information” means non-public information disclosed by one party to the other that is marked as confidential or would reasonably be understood as confidential under the circumstances.
“Documentation” means any user guides, help documentation, and other materials provided or made available by PartnerCentric regarding the FUSE platform.
“Pre-Existing Materials” means any software, materials, tools, processes, or know-how developed by PartnerCentric or its licensors prior to or independent of this Agreement.

These terms of use are entered into by and between You and PartnerCentric, Inc. ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively,"Terms of Use") govern your access to and use of partnercentric.com, including any content, functionality, and services offered on or through partnercentric.com (the"Website").

License Grant and Access Rights

PartnerCentric grants Client a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the FUSE platform and related Documentation solely for Client’s internal business purposes, and strictly in accordance with this Agreement.

Acceptable Use and Restrictions

Client shall not, and shall not permit any third party to:

Use the platform or Documentation beyond the license scope;
Share access credentials or allow unauthorized users (including contractors or affiliates) to access FUSE;
Modify, adapt, translate, or create derivative works from the platform or Pre-Existing Materials;
Integrate or combine the platform or Pre-Existing Materials with other software;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the platform’s source code;
Introduce malware, interfere with the platform’s operation, or attempt unauthorized access;
Remove or alter any proprietary notices or branding;
Sell, lease, sublicense, distribute, or otherwise commercially exploit the platform or Documentation.

All rights not expressly granted to Client are reserved by PartnerCentric.

Intellectual Property

PartnerCentric and its licensors retain all right, title, and interest in and to the FUSE platform, Documentation, underlying technology, and all related intellectual property. No ownership rights are transferred to Client by this Agreement.

Client Data and License

Client retains ownership of Client Data. Client grants PartnerCentric a limited, non-exclusive license to use, process, and store Client Data solely to provide the platform’s features and fulfill its obligations under this Agreement.

Client represents and warrants that it has the right to provide such data and that the data does not infringe on any third-party rights.

Data Security

PartnerCentric will implement commercially reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of Client Data. PartnerCentric does not process regulated personal data (e.g., PHI, PCI) unless expressly agreed in writing.

Confidentiality

Each party agrees to protect the other party’s Confidential Information using reasonable measures and to use such information only to perform under this Agreement. Confidential Information does not include information that is:

Publicly known through no breach of this Agreement;
Rightfully received from a third party without restriction;
Independently developed without use of the disclosing party’s Confidential Information; or
Required to be disclosed by law or legal process, provided the disclosing party is given prompt notice.

Term and Termination

This Agreement remains in effect so long as Client is authorized to use the platform. Either party may terminate this Agreement immediately if the other party:

Materially breaches this Agreement and fails to cure within 30 days of notice;
Becomes insolvent or subject to bankruptcy proceedings;
Is required to terminate use by law or court order.

Upon termination, Client must immediately cease use of the platform, and PartnerCentric may disable access. Sections 3, 4, 5, 6, 7, 9, 10, 11, 12, and 13 will survive termination.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE FUSE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” PARTNERCENTRIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PARTNERCENTRIC DOES NOT GUARANTEE UPTIME, UNINTERRUPTED ACCESS, OR RESULTS FROM USE OF THE PLATFORM.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARTNERCENTRIC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (A) THE FEES PAID BY CLIENT TO PARTNERCENTRIC IN THE SIX (6) MONTHS PRIOR TO THE CLAIM OR (B) TEN THOUSAND DOLLARS ($10,000). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.

Indemnification

Each party (“Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party and its affiliates from any third-party claims, liabilities, and expenses arising from the Indemnifying Party’s breach of this Agreement or negligence. Client further agrees to indemnify PartnerCentric for claims arising from Client’s data or misuse of the platform.

Governing Law and Venue

This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in New York County, and each party consents to such jurisdiction and venue.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, strikes, governmental actions, or internet service disruptions.

Modifications

PartnerCentric may update this Agreement from time to time by posting an updated version on its website or notifying Client. Continued use of the platform after the effective date of any modification constitutes acceptance of the revised Agreement.

Order of Precedence

If this Agreement conflicts with any other written agreement (e.g., master services agreement, SOW) between the parties, such other agreement will control to the extent of the conflict, unless expressly stated otherwise.

Entire Agreement

This Agreement constitutes the complete agreement between the parties regarding the subject matter and supersedes all prior discussions or understandings. No waiver or modification of this Agreement will be effective unless in writing and signed by both parties. By accessing or using the FUSE platform, Client acknowledges that it has read, understood, and agrees to be bound by this End User License Agreement. If you do not agree to these terms, you may not access or use the platform.