Definitions
- "clearFusion" or "we" means clearFusion Digital.
- "Customer" or "you" means the person, firm or company that has requested any Software.
- "Software" means any Software supplied or to be supplied by clearFusion Digital.
- "Order" means the electronic order of Software.
- "Reseller" means a customer of clearFusion Digital that has been granted rights to resell clearFusion Digital's Software.
- "End User" means a customer of an authorised Reseller.
Overview
This agreement is intended to cover any and all Software provided by clearFusion Digital and received by the Customer. This agreement contains the entire understanding between clearFusion Digital and Customer with respect to the Software described in the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between clearFusion Digital and the Customer. The Customer acknowledges and agrees that its entire right relating to clearFusion Digital Software are as set forth in this agreement.
General
The completion and submission of the order form signifies your acceptance of these terms and conditions and that you are making an offer to purchase the software which, if accepted by us, will result in a binding contract. You will receive an e-mail once your order has been approved and completed. No contract exists between you and clearFusion Digital until you have received this final approval e-mail.
In order to purchase the software, if you don't already have an account with clearFusion Digital, you will be asked to register for an account. In order to register for an account you will need to provide the following, a current and working email address that you are legally entitled to use, a user name and a password.
You are entirely responsible for any and all activities that occur under your account and you agree to accept responsibility for all activities that occur under your account or password. You must not divulge your Account or passwords to any other person, and you should take reasonable precautions to ensure that it is not discovered by other people. If your Account or password is discovered by any other person you must inform clearFusion Digital as soon as you are aware of the discovery.
You agree clearFusion Digital will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However if another party or person uses your account or password, with or without your permission, you could be held liable for any losses incurred by clearFusion Digital.
clearFusion Digital reserves the right cancel orders and terminate accounts at their sole discretion.
Refund Policy
Under the United Kingdom Distance Selling Regulations purchases of electronic software products have no right to cancellation.
Where a trial version of the software is made available by clearFusion Digital, you are advised to check that it is fit for your particular application. NO REFUND WILL BE GIVEN if you purchase the software.
Where there is no trial version of the software clearFusion Digital offer a 7-day money back guarantee for encoded versions purchased via PayPal. IN NO CASE WILL A REFUND FOR AN UNENCODED VERSION BE GIVEN.
No refunds will be given for product upgrades.
Grant of Licence
Use of a software product is governed by a separate Product Licence
Delivery
All products will be delivered electronically on acceptance of the order by clearFusion Digital.
Reseller Accounts
Non-exclusive worldwide reseller rights may be appointed to the customer by clearFusion Digital, if such rights are granted then:
- By accepting a reseller account the Reseller is indicating agreement with these terms, if the Reseller does not agree to these terms they may not resell.
- The Reseller may be granted discounts to be applied at the time of any new order, it is the responsibility of the Reseller to ensure they are correctly logged into the client area with their reseller account for such discounts to apply. Discounts will not be retroactively applied to orders.
- The Reseller may create customer accounts within their client area for their End Users and assign one or more licences to the accounts. Any licence assigned to an End User in such a way is deemed to be owned by the End User not the Reseller. The End User must agree to the product licensing.
- Upon purchase of a product from clearFusion Digital the Reseller will make any registration codes required to unlock and use the product available to the End User.
- The Reseller acknowledges that the End User they sold the licence to is a customer of the Reseller and not of clearFusion Digital, the Reseller therefore agrees that they are solely responsible for the resolution of any disputes that may arise between the End User and the Reseller not clearFusion Digital.
- The Reseller shall be responsible for any and all refunds to be issued to the End User.
- The Reseller shall be responsible for assessment, collection, accounting, remittance, reporting, and all other such legal responsibilities of tax for the Resellers sales to the End User.
- The Reseller acknowledges that they will provide technical support to the End User, should the Reseller be unable to solve the issue then the Reseller may create a support ticket with clearFusion Digital on behalf of the End User. clearFusion Digital reserves the right to charge the Reseller clearFusion Digital's then current hourly rate to resolve the issue.
- The Reseller agrees to maintain a website from which to sell the Software and provide clearFusion Digital the URL of such website on request.
- The Reseller agrees to provide clearFusion Digital through the client area a non-free email address though which to contact them and will maintain up to date contact details.
- The Reseller agrees to conduct business in an ethical manner and shall not conduct its business in a manner that would in anyway injure the reputation of clearFusion Digital or it's representatives. The Reseller will refrain from any business practices that may be perceived as misleading, deceptive or otherwise improper.
- The Reseller agrees not to send or cause to be sent any form of unsolicited email (spam), to not engage in practices such as but not limited to blog spamming, forum spamming or automated postings of advertisements to sites to which they do not have full rights to do so. Any breach of this will result in immediate termination of the resellers account and any payments to the reseller will be withheld.
- The Reseller agrees not to divulge any confidential information provided by clearFusion Digital.
- The Reseller must not alter the Software in anyway without prior written permission from clearFusion Digital.
- The Reseller agrees not to, directly or indirectly, sub licence, publish, distribute, disclose, disseminate, reverse engineer, decompile, copy or reproduce Software except as provided for in this Agreement.
- Nothing in this Agreement shall prohibit clearFusion Digital from selling Software directly to any customer we desire without involvement of or obligation to the Reseller.
- The Reseller agrees that all of clearFusion Digital's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with clearFusion Digital. The Reseller shall act merely as a reseller of Software, and shall gain no rights over clearFusion Digital or Software.
- The Reseller may use their reseller account to purchase Software for use within their own company.
- The Reseller shall be authorised to use certain clearFusion Digital trademarks, graphics, symbols or other content for use in promotion of the Software. Such materials will be provided by clearFusion Digital to the Reseller with the express intent of their use for such purpose. The Reseller may create their own content relating to Software which clearFusion Digital shall have the right to prevent the Reseller from using if clearFusion Digital finds it to be objectionable or for any other reason.
clearFusion Digital reserves the right to terminate any reseller account at any time for any reason without prior written notice.
Appointment of reseller accounts is at the sole discretion of clearFusion Digital and clearFusion Digital reserves the unconditional right to refuse reseller status to any customer for any reason.
Limitation of Liability
Customer acknowledges and agrees neither clearFusion Digital nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, clearFusion Digital or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of clearFusion Digital, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount paid or payable by Customer to clearFusion Digital for the software.
Indemnity
Customer will indemnify and save harmless clearFusion Digital and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against clearFusion Digital or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer's negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
Force Majeure
Whilst every effort will be made to meet your requirements clearFusion Digital shall not be liable for any breach of obligation resulting from causes beyond our reasonable control; including, but not limited to, fires, strikes (of its own or other employees) insurrection or riots, embargoes, wars, compliance with laws or regulations, delays in transportation, inability to obtain supplies, acts of God, acts of civil or military authority (an 'Event of Force Majeure').
Governing Law
This Agreement is governed by and construed in accordance with English law, and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.
If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be unlawful, invalid or unenforceable in whole or in part then the illegality, invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objective of the invalid or unenforceable provision.
Additional Information
From time to time clearFusion Digital may send communications via email, or other contact method, that are related to your account e.g. maintenance notifications or new releases, the Customer agrees to accept such communications.
We reserve the right to make changes to these terms and conditions at any time. Please check back from time to time to ensure that you are aware of these changes.
Any questions relating to these terms and conditions may be sent through our contact page.
