Software License and Subscription Agreement
Last Updated: October 1, 2025 | Version 1.0
These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Customer," "you," "your") and Fusion SE, LLC ("Fusion SE," "we," "us," "our") governing your access to and use of the Fusion Nexus Software platform and related services.
By Accessing Our Service:
By creating an account, accessing, or using the Fusion Nexus Software, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein.
You must be at least 18 years of age to create an account and use the Fusion Nexus Software. By creating an account, you represent and warrant that you meet this age requirement.
The Fusion Nexus Software is intended for business use by manufacturing companies and related organizations. By registering for an account, you represent and warrant that:
Registration requires email verification and accurate billing information. You agree to:
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Fusion SE of any unauthorized access or security breach.
"Fusion Nexus Software" is a comprehensive modular platform of ERP, Production Management, Inventory Management, Quality Control, Purchasing, Accounting, Scheduling, CRM, and analytics tools designed for manufacturing businesses with initial focus on the Flexible Packaging industry.
The platform consists of multiple integrated modules that may be enabled or disabled based on your subscription plan:
Fusion SE, LLC is the sole owner of all rights, title, and interest in and to the Fusion Nexus Software, including all intellectual property rights, copyrights, trade secrets, and proprietary technologies. This Agreement does not transfer any ownership rights to you.
Subject to your compliance with these Terms and payment of applicable subscription fees, Fusion SE grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Fusion Nexus Software solely for your internal business operations during the subscription term.
This license does not permit you to:
You agree not to engage in any of the following prohibited activities:
You must use the Software in compliance with all applicable laws, regulations, and industry standards. You are solely responsible for ensuring that your use of the Software complies with all requirements applicable to your industry and jurisdiction.
The Fusion Nexus Software operates on a subscription basis with month-to-month or annual payment options. Your subscription continues until terminated by either party in accordance with the termination provisions outlined in Section 17.
Current pricing information is available on our pricing page. Subscription fees are based on:
For detailed pricing information, please visit our pricing page.
A "seat" is defined as an individual user account. Each user accessing the Software must have their own unique seat. Seats may not be shared among multiple individuals or used simultaneously from multiple locations.
Notice of Rate Changes:
Subscription rates are subject to change when necessary. Fusion SE will provide written notice of any rate changes no less than 14 days prior to your next subscription payment/renewal date. Continued use of the Software after the rate change takes effect constitutes acceptance of the new rates.
You must provide valid payment information, including a credit card or other approved payment method. You authorize Fusion SE to charge your payment method for all fees incurred under your account.
Late Payment Policy:
All fees are exclusive of applicable federal, state, local, and foreign taxes, levies, or duties. You are responsible for paying all such taxes associated with your subscription, except for taxes based on Fusion SE's net income.
All subscription fees are non-refundable except as required by law or as expressly stated in these Terms. No refunds or credits will be provided for partial months or years of service, or for unused modules or seats.
You Own Your Data:
You retain all ownership rights to your business data, including manufacturing data, production records, inventory information, financial data, customer records, and all other information you input into the Fusion Nexus Software ("Customer Data").
You grant Fusion SE a limited license to access, store, process, and transmit Customer Data solely for the purpose of providing the Software services to you and as necessary to comply with applicable laws.
Upon termination of your subscription for any reason:
While Fusion SE implements reasonable data backup procedures, you are solely responsible for maintaining your own backups of Customer Data. We strongly recommend regularly exporting and backing up your critical data.
Upon request, we will provide Customer Data in a commonly used, machine-readable format to facilitate data portability, subject to technical limitations and security requirements.
Fusion SE will provide the Fusion Nexus Software service 24 hours a day, 7 days a week, subject to scheduled maintenance and circumstances beyond our reasonable control.
While we strive for maximum uptime and reliability, Fusion SE does not guarantee uninterrupted access to the Software. Scheduled maintenance windows will be communicated in advance when possible.
Support availability and priority levels vary based on your subscription plan. Support may include:
Fusion SE reserves the right to modify, update, or discontinue features of the Software at any time. We will make reasonable efforts to notify you of significant changes that may materially affect your use of the Software.
The Fusion Nexus Software, including all software code, features, functionality, design elements, user interfaces, graphics, logos, trademarks, and all intellectual property rights therein, are and will remain the exclusive property of Fusion SE, LLC and its licensors.
"Fusion Nexus," "Fusion SE," and associated logos and branding are trademarks of Fusion SE, LLC. You may not use these trademarks without our prior written consent.
If you provide Fusion SE with any feedback, suggestions, or ideas regarding the Software, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Software without any obligation to you.
Our collection, use, and disclosure of personal information is governed by our Privacy Policy. By using the Software, you consent to our privacy practices as described in the Privacy Policy.
Note: Privacy Policy to be published separately and incorporated by reference.
Both parties agree that confidential and proprietary information shared during the course of this Agreement shall be treated as such and remains the property of the respective owners.
Each party agrees to maintain the confidentiality of the other party's proprietary information and not to disclose such information to third parties without prior written consent, except as required by law.
Fusion SE implements commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.
Fusion SE warrants that the Software will perform substantially in accordance with its documentation under normal use. This warranty does not cover issues caused by misuse, unauthorized modifications, or use in combination with third-party products or services.
DISCLAIMER OF WARRANTIES:
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
FUSION SE DOES NOT WARRANT THAT:
The Software may integrate with or rely on third-party services. Fusion SE makes no warranties regarding the availability, functionality, or reliability of such third-party services.
Fusion SE, LLC cannot be held accountable for any unforeseen circumstances including, but not limited to:
Fusion SE shall not be liable for temporary service interruptions due to maintenance, updates, or circumstances beyond its reasonable control.
LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FUSION SE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF FUSION SE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, FUSION SE'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO FUSION SE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations of liability set forth in this Section 13 shall apply even if any limited remedy fails of its essential purpose.
You agree to indemnify, defend, and hold harmless Fusion SE, LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:
Fusion SE reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Fusion SE's defense of such claims.
Fusion SE will provide you with prompt written notice of any claim subject to indemnification, and you will have the right to participate in the defense with counsel of your choice at your expense.
Service Area:
The Fusion Nexus Software is currently available only to customers located in the United States and its territories. By using the Software, you represent and warrant that you are located within an eligible geographic area.
The Software may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations in your use of the Software. You may not use, export, or re-export the Software except as authorized by United States law.
You represent that you are not:
Fusion SE may expand service availability to additional geographic regions in the future. Any such expansion will be announced through official channels.
You may terminate this Agreement and your subscription at any time after the first year of service by providing written notice to Fusion SE. Termination will be effective at the end of your current billing period. You remain responsible for all fees incurred through the end of the billing period.
Fusion SE may terminate this Agreement and your access to the Software at any time with 30 days' written notice for any reason, including but not limited to:
Fusion SE may suspend or terminate your access to the Software without notice if:
Upon termination of this Agreement:
As detailed in Section 8.3, Customer Data may be accessed and downloaded at any time prior to the date of service termination. After the 90-day retention period, Fusion SE reserves the right to permanently delete all Customer Data.
No refunds or credits will be provided for any unused portion of your subscription upon termination, except as required by applicable law.
In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), the parties agree to first attempt to resolve the Dispute through good faith negotiations.
If the parties cannot resolve a Dispute through direct negotiation within thirty (30) days, the parties agree to pursue mediation. Mediation shall be conducted by a mutually agreed-upon mediator in accordance with the rules of a recognized mediation service.
If mediation does not resolve the Dispute within sixty (60) days of commencement, the parties agree to submit the Dispute to final and binding arbitration. Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
The arbitration shall be held in Wisconsin, or another mutually agreed-upon location. The arbitrator's award shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.
IMPORTANT LEGAL NOTICE:
THE PARTIES EXPRESSLY AGREE THAT THEY WILL NOT SUE ONE ANOTHER IN ANY COURT OF LAW, REGARDLESS OF JURISDICTION, AND WAIVE ANY RIGHT TO JURY TRIAL. ALL DISPUTES SHALL BE RESOLVED EXCLUSIVELY THROUGH MEDIATION AND ARBITRATION AS SET FORTH IN THIS SECTION 17.
Each party shall bear its own costs and attorneys' fees in connection with any Dispute resolution process, unless otherwise awarded by the arbitrator or required by applicable law.
Notwithstanding the foregoing, either party may seek equitable relief (such as injunctive relief or specific performance) in a court of competent jurisdiction to prevent irreparable harm, including but not limited to protection of intellectual property rights or confidential information.
You agree that any arbitration or proceeding shall be limited to the Dispute between you and Fusion SE individually. To the full extent permitted by law, no arbitration or proceeding shall be joined with any other, no Dispute shall be arbitrated on a class-action basis, and you waive any right to participate in a class-action lawsuit or class-wide arbitration.
Fusion SE reserves the right to modify these Terms at any time. We will provide notice of material changes by:
Material changes to these Terms will become effective thirty (30) days after notice is provided, except for changes required by law which may be effective immediately.
Your continued use of the Software after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Software and terminate your subscription.
Any amendments or modifications to these Terms must be in writing and signed by both parties to be binding, except as provided in this Section 18 regarding unilateral modifications by Fusion SE.
This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior negotiations, representations, or agreements, whether written or oral, relating to this subject matter.
If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, United States of America, without regard to its conflict of laws principles.
Subject to the dispute resolution provisions in Section 17, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wisconsin for any legal proceedings.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Fusion SE's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without Fusion SE's prior written consent. Fusion SE may assign these Terms without restriction. Any attempted assignment in violation of this section shall be void.
Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failures of internet or telecommunications infrastructure.
All notices required or permitted under these Terms shall be in writing and delivered by email to the email address associated with your account (for notices to you) or to the contact information provided on our website (for notices to Fusion SE). Notices shall be deemed given upon receipt.
The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or franchise relationship between you and Fusion SE.
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties hereto.
The section headings in these Terms are for convenience only and have no legal or contractual effect.
If you have any questions about these Terms of Service, please contact us:
By using the Fusion Nexus Software, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.