FUSION COMMERCIAL CUSTOMER TERMS AND CONDITIONS

These Fusion Commercial Customer Terms and Conditions (these “Terms”) are by and between Peleman Industries, Inc. (“we”, “us”, or “our”) and you, as our commercial customer, any employee, officer, director, agent, independent contractor, or representative acting on your behalf, (collectively, “you”) for access to and use of the Fusion platform (the “Sites”), our services, and our sale of the products to you or third party customers which may include the content you upload, post, or otherwise provide to us. By accessing the Sites and your account on the Sites, you are agreeing to these Terms. We may revise these Terms from time to time by posting a revised version to which you will be legally bound. In addition to these Terms, each user of our Sites, including you, will be required to agree to End User Terms of Use.

1. OUR SERVICES

Subject to your compliance with these Terms, we are granting you the right to access and use our Sites to upload, post, display, and offer for sale, certain photographs, illustrations, graphics, or other types of images (“Content”), to an account specifically created for your organization (“Commercial Account”). At your election, your Content may be offered for sale displayed in or in combination with products offered by us or our affiliates. We will provide a method by which you may invite individual customers (“Commercial Customers”) to access, view, and order your Content by your Commercial Customers creating their own account with us. You agree to provide complete, current, and accurate information and you agree to keep that information up to date about the individuals who are to become Commercial Customers and access your Content. You acknowledge and agree that, once a Commercial Customer creates an account with us, thereby becoming an End User, each will (a) be bound by separate terms of use which we will provide each such End User, and (b) may order our products and or services through their own accounts which are not related to your Content.

Any custom design of your Content and/or order our products or any other services to be provided by us will be agreed to in a separate written agreement between you and us.

Descriptions, images, references, features, content, specifications, products, price and availability of any products or services are subject to change without notice. You acknowledge and agree the actual color of any products or descriptions you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on our Sites at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased through our Sites. We reserve the right to, without prior notice, limit the available quantity of or discontinue any product or service; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service.

2. YOUR COMMERCIAL ACCOUNT

In creating your organization’s Commercial Account an individual user acting on your behalf must register your organization’s name, provide certain information we require, and create a secure password. You agree that you will provide complete, current and accurate information you agree to keep that information up to date. You are responsible for safeguarding the confidentiality of your username and password that you use to access your Commercial Account on our Sites. You agree that you are solely and fully responsible for any activities or actions taken under your Commercial Account, whether or not you have authorized such activities or actions. You must immediately notify us of any unauthorized use of your Commercial Account on any of our Sites.

You shall be solely responsible for providing, updating, uploading and maintaining your Commercial Account and any and all Content, and any and all other files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your Commercial Account and/or Commercial Account features (as described below), and any trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email and other materials stored as part of, or transmitted through, the Commercial Account and/or the Commercial Account Features (other than information and materials provided by Commercial Customers/End Users) (collectively, the “Commercial Account Content”). You acknowledge and agree that you are responsible for ensuring that, and represent and warrant that (i) you will obtain any and all consents, waivers, and releases, which are required by applicable law, from any and all owners of content, individuals photographed, depicted, or otherwise subject to applicable privacy or copyright protections, and (ii) your Commercial Account Content your Commercial Account and its Commercial Account Content, will at all times conform to all local, state, federal, and international laws. For the avoidance of doubt, you are solely responsible for any and all data collection and processing activities that occur in connection with your Commercial Account.

3. SCHOOLS AND YOUTH PHOTOGRAPHERS

If you are a school or a photographer employed or engaged by you is photographing individuals under the age of eighteen (18) it is your sole responsibility to be aware of and understand all applicable laws, rules and regulations regarding student and youth personal information, including but not limited to the Family Educational Rights and Privacy Act (“FERPA”), the Children’s Online Privacy Protection Act (“COPPA”) and other applicable laws that may relate to the collection and use of personal data of students or minors with respect to your use of our Sites, together with any contractual requirements imposed upon you by third parties. You shall be solely responsible for compliance with all such laws, rules and regulations and such contractual requirements; you represent and warrant us that your use of the Sites, our Services, and use of your Commercial Account will not violate any such laws, rules and regulations or such contractual requirements; and you agree to indemnify, defend and hold us and our employees, directors, officers, owners, or other representatives, harmless from and against any and all claims, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees and costs) arising out of your violation or failure to comply with any such laws, rules and regulations or such contractual requirements.

4. USE OF THE SITES

Except as expressly authorized hereunder, our Sites may not be reproduced, duplicated, copied, sold, resold, visited, reverse-engineered or otherwise exploited for any commercial purpose without our prior written consent in each circumstance. We reserve the right to change, take down, or restrict access to our Sites, in whole or in part, at any time in our sole discretion.

We are granting you the right to access and use our Sites, including any images, text, graphics, data, hyperlinks and other materials incorporated into our Sites, solely as made available by us and solely for your own personal purposes; however, any such rights may be revoked by us at our sole discretion at any time, including if we become aware or suspect you are violating these Terms. No ownership or, unless otherwise included in these Terms or pursuant to the terms of a purchase of products, no rights whatsoever are passed, transferred, or granted to you, for of any portion of our Sites, including any images, text, graphics, data, hyperlinks and other materials incorporated into our Sites, through the use of or access to our Sites or use of services therein.

Except as expressly authorized by these Terms, you may not use, reproduce, distribute, modify, transmit or publicly display any portion of our Sites or create derivative works of any portion our Sites without our prior written consent in each circumstance. While using any of our Sites, you agree not to:
• Access or attempt to access images that are not your images or accounts that you do not own, unless given permission by the image subject (or, in the case of a minor, the image subject’s parent or legal guardian);
• Defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including, without limitation, others’ privacy rights or rights of publicity;
• Violate any applicable laws or regulations;
• Upload to, transmit through, or display on any of our Sites (a) any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any confidential, proprietary or trade secret information of any third party; or (c) any advertisements, solicitations, or other unsolicited commercial communication;
• Use our Sites to store, transfer, or distribute content of or on behalf of third parties, to operate your own file storage application or service, or to operate a photography business or other commercial service;
• Modify, adapt, translate, distribute, reverse engineer, decompile or disassemble any portion of our Sites;
• Crawl, scrape, or spider any portion of our Sites;
• Remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of our Sites;
• Display any nude person regardless of age; and
• Upload photographs of people who have not given permission for their photographs to be uploaded or shared.

5. PAYMENT

A. Direct Fees.
Payment for any services we provide to you will be invoiced to you and must be paid within the time period established in our invoice, which timelines may differ based on the type of service.
For payment of fees for our services or products ordered from us by you, we may ask you to supply certain information applicable to the purchase, including, without limitation, payment and other information. All information that you provide to us and/or our third party payment processor must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION ON YOUR ACCOUNT. You agree to pay all charges incurred by you or via your Commercial Account and any credit card (or other applicable payment mechanism) on your Commercial Account. You are responsible for paying any applicable taxes relating to your purchases.
Undisputed invoiced amounts not paid within the period included on our invoice shall accrue interest at the lesser of: (i) one-and-one-half percent (1.5%) per month, or (ii) the highest rate permitted by law. We shall not be responsible for any and all sales, use, excise, value-added, services, consumption and other taxes that are assessed in connection with all of the services provided by us.
B. Revenue Share Fees

If your Commercial Customers wish to purchase any of your Commercial Account Content, we will ask them to supply certain information applicable to the purchase, including, without limitation, payment and other information. Through our third party payment processor, we will charge Commercial Customers directly for any orders of your Commercial Account Content.

The parties shall mutually agree to the amount or percentage of revenue share fee from each Commercial Customer transaction for the purchase of your Commercial Account Content. We will pay you any revenue share fees within sixty (60) days after the date we receive an applicable payment from your Commercial Customer. We shall have the right to offset any amount we owe you with any payment from your Commercial Customer subject to a revenue share fee or for any direct fee owed by you.

6. MATERIALS SUBMITTED BY USERS

Any Content you submit to the Sites, your Commercial Account, or provide to us are subject to the following terms and conditions:
• You retain ownership of such Content, and you grant us and our designees a worldwide, non-exclusive, transferable, royalty-free, perpetual irrevocable right and license, with right of sublicense (through multiple tiers), to use, reproduce, distribute (through multiple tiers), create derivative works of and publicly display such Content solely in connection with the production or provision of any product or service you request or to show you how your Content would appear in our products or services.
• Please note that, while you retain ownership of your Content, any template or layout in which you arrange or organize such Content through tools and features made available through any of our Sites are not proprietary to you, and the rights to such template or layout will remain with us.
• You represent and warrant that you own or otherwise possess all necessary rights with respect to the Content, and that the Content does not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trademark, trade secret right or other intellectual property or other property right of any third party, and that the Content do not otherwise violate these Terms.
• You consent to the use of your likeness, and you have obtained the written consent, release, and/or permission of every identifiable individual who appears in your Content to use such individual’s likeness, for purposes of using and otherwise exploiting the Content in the manner contemplated by these Terms, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do submit a submission that contains the likeness of an identifiable individual under the age of eighteen (18), we strongly encourage you not to include any identifying information (such as the individual’s name or address) with such Content.
• You agree that we may (but are not obligated to) filter any Content (including, without limitation, deleting or replacing expletives or other harmful or offensive language), refuse to use any Content (including, without limitation, suspending processing and shipping of any order relating to any Content) and/or disclose any Content and the circumstances surrounding the use thereof, to any third party in order to provide the applicable products or services, to enforce these Terms or to comply with legal obligations or governmental requests.
• Content that violates these Terms may be removed from our Sites at any time at our sole discretion; provided, however, that we have no obligation to remove Content in response to user reports or requests. We are not responsible for, and will have no liability for, the removal, non-removal or loss of any Content from our Sites.

7. THIRD-PARTY SITES, SOFTWARE AND SERVICES

Our Sites may link to other sites or software owned and/or operated by third parties and other sites may provide links to our Sites with or without our authorization. We do not endorse any third party sites, and are not and will not be responsible or liable for any links from our Site to or from those sites to our Sites, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.

8. AVAILABILITY

Subject to the terms and conditions of these Terms, we shall attempt to provide access to the Commercial Account Content and any other features made available to you, and utilized by you as part of your Commercial Account consistently for the entire period you are our customer. You agree that from time to time, our services and your Commercial Account may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which we may undertake from time to time; or (iii) causes beyond our control or which are not reasonably foreseeable. We make no representation or warranty over the availability of our services, the Sites, or your Commercial Account on a continuous or uninterrupted basis and that we shall not have any liability to you or any third party for any interruptions or unavailability of the same.

9. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THESE TERMS, OUR PRODUCTS AND SERVICES, INCLUDING ALL MATERIALS INCORPORATED THEREIN, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE AND OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. DEPENDING ON YOUR LOCATION, CERTAIN APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NO STATEMENT OF OURS OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND AFFILIATES SHALL CREATE OR MAY BE DEEMED TO CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY CONTAINED IN THESE TERMS.

10. INDEMNIFICATION

You agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, reasonable attorneys’ fees) that arise directly or indirectly out of or from: (i) your violation of these Terms or any applicable law; (ii) your Commercial Account Content; (iii) your activities in connection with you or your Commercial Customers obtaining any products or services from us, or (iv) any activity related to access to or use of your Commercial Account by you or any other person. For clarity, we shall be responsible for any claim that arises out of our relationship with any Commercial Customer who is also our End User, and such claim is unrelated to your Commercial Account Content.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER WE NOR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR AFFILIATES (THE “FUSION PARTIES”) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS, USE OR DATA), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, EVEN IF THE FUSION PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING IN ANY WAY TO OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR COMMERCIAL ACCOUNT CONTENT OR DATA. YOU SPECIFICALLY ACKNOWLEDGE THAT THE FUSION PARTIES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHERMORE, THE FUSION PARTIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH PRODUCTS IS TO OBTAIN A REFUND, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH OUR SERVICES IS TO STOP USING OUR SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF THE FUSION PARTIES ARISING OUT OF OR RELATING IN ANY WAY TO OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES SHALL BE THE ACTUAL PRICE PAID BY YOU FOR THE PRODUCTS OR SERVICES. DEPENDING ON YOUR LOCATION, CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

12. CONFIDENTIALITY

Each party agrees to disclose the other party’s Confidential Information to representatives of the party who need to know and to use the other party’s Confidential Information only as authorized in these Terms. “Confidential Information” means all non-public information that the party disclosing the information designates as being confidential. Any pricing terms agreed to between the parties shall also be treated as Confidential Information. Each party agrees to hold the other party’s Confidential Information in strict confidence, to use it only in connection with performance under these Terms and to release it only to persons requiring access thereto for such performance, or as may otherwise be required by law. Confidential Information shall not include information that: (a) was already known by the recipient at the time of its initial disclosure; (b) was obtained lawfully and not in breach of confidentiality obligations from a third party; or (c) was publicly available prior to the disclosure.

13. FEEDBACK

Any ideas or suggestions that you submit as feedback, suggested improvement, or statement that you otherwise believe to result in a change to our Sites or used otherwise by us, will be owned by us, and you hereby irrevocably assign any intellectual property rights in such ideas and suggestions to us.

14. MISCELLANEOUS

A. Governing Law and Venue. These Terms or any dispute arising from these Terms is governed by the laws of Georgia, without regard to provisions of conflicts of law. Any lawsuit arising from or related to these Terms shall be brought exclusively before the United States District Court for the County of Chatham, Georgia and you hereby consent to the jurisdiction of such court.

B. Entire Agreement. These Terms constitute the entire agreement between you and us with regard to the subject matter of these Terms, and supersedes all prior agreements, negotiations, representations, and communications, written and oral, with regard to the subject matter hereof. The terms of these Terms may only be amended by a written document executed and delivered by both parties.

C. Force Majeure. Neither party shall be liable nor deemed in default for failure to fulfill any of its obligations under these Terms (other than payment obligations) due to causes beyond its reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God, acts of government, fires, floods, epidemics, strikes, shortages of labor or materials, earthquakes, hurricanes, floods, electrical power failures, telecommunication or Internet outages, failure of an Internet service provider, or other similar causes beyond the parties’ control.

D. Notices. Except as otherwise provided in these Terms, notices given pursuant to these Terms shall be addressed to the appropriate party at the address provided below and shall be effective: (i) on the date of delivery if given in writing and personally delivered; (ii) on the date received, if sent by overnight carrier with written proof of receipt, or (iii) three days after mailed by first class United States Mail with postage prepaid and return receipt requested. We will send notices to the address added to your Commercial Account.

Our address:

Peleman Industries, Inc.
Attn: Legal
11820 Wills Rd, Suite 100
Alpharetta, GA 30009
Email: support@peleman.com

E. Severability; Waiver. If any part of these Terms is held to be void or unenforceable, such part shall be severed from these Terms and replaced by the valid, enforceable provision that most closely approximates the intent of the parties, and all valid and enforceable provisions of these Terms, so modified, shall continue in full force and effect according to their terms. No waiver of any provision of these Terms or of any rights or obligations of either party hereunder will be effective unless in writing and executed by the party waiving compliance. No waiver of any breach of, or default under, any provision of these Terms shall be deemed a waiver of any other provision, subsequent breach, or default of these Terms.

G. Assignment; Survival. Neither party may assign these Terms without the prior written consent of the other party. Nothing in these Terms shall be deemed to create any third-party beneficiary rights. Any provisions of these Terms that impose continuing obligations upon a party, or, by their nature or terms, are intended to survive and continue in force and effect after expiration or termination of these Terms, shall remain in force and effect for so long as intended. The heading of any Section or subsection contained in these Terms is for convenience only. These Terms may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

15. TERM AND TERMINATION

These Terms will govern the parties’ relationship until your Commercial Account and/or our relationship is terminated in accordance with these Terms. Either you or we may terminate your access to our Sites and to your Commercial Account at any time, with or without cause, and with or without prior notice. Without limiting the foregoing, we may terminate your access if you violate these Terms. Upon termination for any reason, your right to access and/or use our Sites will immediately cease. Upon termination, you will have no further access to, and we may delete, any information, files or materials in or related to your Commercial Account, including, without limitation, any Content. Upon termination, we may delete all information, files and materials related to your Commercial Account, including any Commercial Account Content, and we will have no obligation whatsoever to save or make any such information, files or materials available to you. You agree that we will have no liability whatsoever to you, any customer of yours who is Commercial Customer, or any other party as a result of a termination of your access our Sites and to your Commercial Account and/or as a result of the deletion or loss of any information, files or materials in or related to your Commercial Account. The obligation to pay any fees due and owing as of the date of termination of these Terms shall survive termination.