Terms of Service
Terms Of Service
This document sets out your rights and responsibilities for accessing or using the INFUSE Training and Coaching website at www.infusecentral.com, and other associated sites linked hereto and operated or controlled by INFUSE Training & Coaching (“INFUSE”) unless expressly excluded or where a separate policy is provided (collectively, “the Sites”).
Our overall Terms Of Service also include the sections displayed in the DMCA, GDPR, Privacy Policy, Acceptable Use, Billing Policy, EULA and DPA pages. Please make sure to read them as well.
Background
Please read these terms carefully because all uses of the Sites are subject to these terms of service (“Terms” or “TOS”). By using the Sites, you are acknowledging that you have read this and agree to it.
BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE. There are no exceptions.
You must also be at least eighteen years old to use the Sites without adult supervision. If you are under 18 years of age, you may not use the Sites or purchase any product or service from us without the supervision of your parent or guardian.
We reserve the right to amend or change all or parts of this TOS from time to time. Any such amendments or changes will be posted here and shall constitute the new terms and conditions for the INFUSE resources Sites from the time they are posted.
Users of the INFUSE resources software and services are subject to their respective End User License Agreement, (“EULA”) and Acceptable Use Policy, which control the use of those services. To the greatest extent applicable, those agreements and policies, together with our Privacy Policy (see below), form a part of these Terms of Service and apply to your use of the Sites.
A. Privacy Policy, and Other Documents
You may find links to our Privacy Policy page, and any other legal page in this site, at the footer of this page.
Briefly, we generally collect only as much personally identifying information as is required to provide the services. Our general policy is not to disclose any personal nonpublic information of any visitor, customer, member, or client to any third-party, except under very limited circumstances.
We only disclose such information to improve the services or your user experience, or when we are required to disclose. We will disclose only as much as information as is needed to provide the enhanced user experience or improved service. We will disclose where strictly required by law – e.g., if we are under a subpoena or court order, and/or if our attorneys advise us to provide the information. While we are very protective of our user’s personal data, you agree that INFUSE or our assignees may disclose your personal information to a third-party if we, in our sole discretion, believe that the law or legal process requires it, or to protect the rights, property, or safety of INFUSE resources, or as otherwise described in our posted Privacy Policy.
Users of the Site(s) should refer to our Privacy Policy for more detailed information about how we use and collect information.
You also understand that the Sites or portions of the Sites are publicly available and that if you post on a public site or via social media your post (including any personal information therein) may be publicly accessible via search engines and other means on the public Internet. INFUSE assumes no responsibility for information that YOU make public, and we will not be liable for any harm or damages that may arise from disclosures of your personal identifying information made by you or others not in our control. You should be careful and avoid posting information you do not wish to disclose on a public site or via social media. If you post via social media, we do not have control over the content of your post.
B. Authorized Uses of The Site(s)
Your Use of the Sites is Subject to This Limited License
The INFUSE resources Sites, and all content thereon (the “Content”), is the exclusive and private property of its owner(s) unless otherwise stated. Use of the Sites is permitted under a “limited license” that provides you limited access under these Terms.
Your access can be revoked without warning if you violate these Terms. Except as otherwise expressly provided, your right to access and to use the INFUSE resources Sites is personal to you. You may not share your access, username, login, or password to the Sites, or to any software, products, or services offered via the Sites. You agree to keep your login credential secure, and to comply with all password security policies, including password change and complexity requirements. You understand that if you are prompted to change your password, you may lose access to the Sites, software, products, or services if you fail do so.
You may use a standard web-browser (e.g. on a desktop, laptop, or similar computer, or on a portable device such as a tablet, smartphone, or other mobile device) to access the Sites, software, products, and services. All other software to access the Sites, the Content, or our database(s) is in violation of these TOS.
Permissible uses of the INFUSE resources Sites includes all the uses which would normally be associated with a site of this nature, and which are not expressly prohibited herein. For example, our Sites may provide videos or posts – you can view them and replay them. Some Content may include an invitation or opportunity to comment, discuss, or post questions or feedback for us via the Sites or via social media. You may also have opportunities to participate in our polls, surveys, discussion threads, forums, or the like. You may have the ability to interact with and share experiences with us or other users.
You may also provide feedback or input to us directly in certain areas of the Sites, such as where comments are permitted. You can share the Sites with others via social media; however, you may not provide any link to an internal page on the Sites that is not public, whether or not you have a URL for such page. You may have access through the Sites to software, products, or services that you have licensed or purchased from us, or subscribed to. In most cases you will have to provide your login credentials to gain access.
Copying, Downloading, & Sharing
You understand and agree that the Content on the Sites is subject to copyright laws in the US and internationally. You may only copy or download content or information on the Sites that is expressly provided for that purpose. You understand and agree that we, in our sole discretion can decide which content you may download, copy, and/or share and that you will abide by our decisions and policies with regard to our content. You understand that if you do copy or reproduce any information without permission, we may immediately terminate your access to the Sites and/or to the products or services.
If a file is made available for and intended for downloading, there will be downloading instructions, which tell you that you can download it and will also indicate whether you may share it. If a downloadable file does not expressly state that you may share it, then you may not do so without written permission.
Unauthorized use of the Sites or the content is strictly prohibited.
While there are many permitted uses of the INFUSE resources Sites as detailed above, not all uses are permitted.
Except as expressly provided, no commercial uses are allowed of the Site(s) or any of the Content without written permission. The foregoing in no way limits the use of the INFUSE resources software by registered Users or licensees whose use is controlled by their respective End User License Agreement. Any use of the Sites that could in any way damage or impair the functionality for other users to any extent is prohibited.
You agree to respect our intellectual property rights and understand that you may not download or copy ANY of our Content in ANY area of the Site, except where permission to do so expressly provided, or unless such information is provided on specific parts or portions of the Sites, such as a “Downloads” or “Free Resources” section.
You may not download or copy our information yourself and you may not employ any automated device, software tools, harvester, extractor, scraper, spider, robot, program, code, script, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, or copy the Sites or any portion thereof, or any Content. You may not reproduce the Sites or portions thereof in any way, nor ‘mirror’ the sites at a separate location or server. You may not obtain or attempt to obtain any Content through any means not purposely made available through the normal use of the Sites (e.g. using a standard web browser).
You also expressly agree not to attempt to reverse engineer, replicate, or circumvent any software, product, or service feature of the Sites, or that is marketed through the Sites.
You also agree not to attempt to divert traffic from the Sites by use of a confusingly similar domain name. You agree not to claim or suggest ownership or control of the Sites, nor to imply or suggest any non-existent affiliation with the Sites. You agree not to use comment or feedback threads to post support issues, complaints, or issues related to sales, or problems with access to software, products, or services including INFUSE resources. You also agree not to use such opportunities for posting comment spam, links to other software, products, or services, or attacking other users. You understand and agree that any such prohibited uses may result in the loss of access to the Sites, software, products, or services without warning or refund.
You also may not attempt to gain unauthorized access of any kind to the Sites, or to any software, product, or service offered through the Sites via any means including hacking, password guessing, backdoors, code injection, or any other means. You also agree that you will not engage in any activities using the Sites that violate applicable laws or regulations in your locale. Such uses are strictly prohibited and include invasion of privacy laws, laws pertaining to defamation or libel, or the like.
C. Intellectual Property
All Content (including e.g. text, graphics, video, video scripts, music, artwork, sounds and sound tracks, visual components, photographs, and computer code, as well as branding, logos, and such), including but not limited to the individual design elements, selection, layout, coordination, structure, expression, and sequencing, user interfaces, “look and feel,” and arrangement on the Sites, or in the software, products, or services offered through the Sites is owned or controlled by, or under license to INFUSE, and is protected by US and international copyright, trademark, trade dress, and various other applicable intellectual property rights, including unfair competition laws.
You agree that you will not remove, replace, or obscure any copyright, trademark, service mark or other indicia of source or ownership, nor any notices or legends used in connection with any Content provided on the Sites or software, products, or services offered through the Sites, nor with respect to anything that you may post or upload to the Sites (if any uploading is permitted) or via any software or service. Any effort to remove, replace, or obscure such marks is a violation of our Terms of Service.
The prohibition on removing copyright and similar notices applies to any downloadable files that may be provided on the Sites, even where we give you permission to share those files with others. You must share the file as we provide it and not remove our marks, notices, or legends. Third party content, if any, provided by users may be copyrighted by such third parties and its use on the Sites is with permission, or solely for discussion, commentary, and/or educational purposes, and is believed to be a fair use within the meaning of 17 USC § 107.
Trademarks
INFUSE resources, and other trademarks and service marks referenced herein are trademarks and/or service marks of INFUSE.
INFUSE’s marks (whether or not registered) may not be used for any reason(s) without written permission, regardless of purpose or intent. You agree not to register, operate, or lease any domain with a confusingly similar name to any such mark(s) without permission from INFUSE. Any other trademarks or service marks used or mentioned herein, whether or not registered, are the property of their respective owners. Permission for the use of any third-party mark should be obtained from the owner.
For purposes herein, discussion or commentary that may involve federally registered trademark names, or names protected under the common law is believed to be nominative use that is permissible and not subject to restriction.
Product Improvements/Ideas/Feedback/Suggestions
We are always looking to improve our software, products, and services. We welcome your ideas, suggestions and comments for improvements, or new products or services. We accept all unsolicited ideas, suggestions, and feedback solely on an unrestricted basis, meaning that we are not limited in how we utilize, implement, or commercialize the ideas, suggestions, or feedback. Our acceptance of your voluntarily submitted ideas, suggestions, or feedback is not an acknowledgement or admission that anything in the idea, suggestion, or feedback is original to you. Unless we have agreed otherwise in writing prior to your submission, you understand that we own all rights to any improvement(s) or new product(s) we make, whether or not they incorporate or appear to incorporate (in whole or in part) any idea, feedback or suggestion you have provided. You agree to relinquish and/or assign any right, title, or interest in such suggestion that you might otherwise retain. You agree that our review and consideration of your idea, suggestion, or feedback, and/or our implementation or development thereof (in whole or part), as well as your access or continued access to the software, product, or service, are adequate compensation for your assignment thereof. Do not submit any ideas, suggestions, or comments unless you understand and accept the foregoing.
D. External Links, Affiliate Relationships and Marketplaces
D.1 Third Party sites
We may provide various links to external sites that provide useful resources, products, or services that we believe may be useful to you, valuable for your business, or just worth exploring. In some cases, we may recommend a product or service, while in other cases we may merely suggest that you check it out or consider whether that product or service is useful for you.
Sometimes we’ll provide hyperlinks (or “links”) that will direct you to or connect you with other websites that are not related to the Sites.
Where such websites are third party owned and operated, they are not prepared by, offered by, or controlled by us. We are not responsible in any way for the quality, content, nature, applicability, or reliability of third party sites accessible by hyperlink from the Sites. If you choose to leave our Sites you should be aware that our Terms of Service, Privacy Policy, and other policies no longer apply. You should review the applicable terms and policies, including privacy and data-gathering practices, of whatever site you go to, whether or not you followed a link from one of our Sites to get there.
Unless we say otherwise, our decision to provide links to external or third party sites does not necessarily imply affiliation, endorsement, or adoption of those sites, any information contained therein, or any products or services offered on the sites. We do not and cannot guarantee that the information or other material linked is accurate, current, or available. You understand that we assume no responsibility or liability for any external links or any content on such third party sites, and you agree that we are not responsible whatsoever for any actions you take there, including any purchases. We likewise make no claims regarding and accept no responsibility for third party sites that link to our Sites.
Even where we expressly endorse a product or service (which endorsement may be based on the personal or professional opinion of one or more persons), you understand that our position or opinion on the product or service is based on those factors we have considered, and that we do not have the ability to evaluate or opine on the quality, price, advisability, suitability, need, or satisfaction that you may experience with such products or services. You should always do your own due diligence on any product or service prior to purchasing, to determine if it is right for you, whether or not we recommend it.
D.2 Affiliate Offerings
In some cases INFUSE or its owners may have an affiliate relationship with a third party site or service provider mentioned on the Sites, and may be compensated (e.g. receive a valuable benefit, or even a commission) if you visit and/or purchase a product or service from the affiliated site. We will generally endeavor to identify any such relationships so that you understand that even though we endorse a particular product or service, we also may be compensated in some way if you choose to do business with the recommended business or site. However, you should assume that we do have such a relationship – and that we will be compensated if you purchase a product or service. Where we have an affiliate relationship with such third party sites, our receipt of compensation does not increase your cost to purchase the product or service, and if you purchase through an affiliate link, you will generally receive valuable bonuses that you will not otherwise be entitled to receive. Moreover, while many people would like us to endorse or recommend their products, we will never endorse or recommend any product or service we do not believe in, that is not of good quality, or which we do not think can provide benefits for you, regardless of potential compensation. However, if the possibility of us receiving compensation is not agreeable to you, please do not buy through any link on the Sites. Our software, products and services, including those that are available through the Sites may also be offered by or through third party affiliates who are compensated by us, for example if you purchase a product or service from us. While we are responsible for claims we have made regarding our software, products or services, we cannot be held responsible for any claims made by third parties. Moreover, those third parties may promise the inclusion of various bonuses or additional products or services.
If those bonuses, products, or services are a part of our offer, we are responsible for delivering or providing them and will do so. If the third party affiliate has offered additional bonuses, products, or services that are not a part of our offer, you should contact them regarding delivery, or support issues for those bonuses, products, or services.
We endeavor to be selective in the people or companies we allow to promote our products or services. If you believe that you have been promised bonuses, products, or services from a third party claiming to be our affiliate who does not follow through or deliver the promised bonuses, products, or services, and if you have been unsuccessful in resolving the issue, we would appreciate hearing about it. Problems can arise, and while we cannot take responsibility for such problems, if we see a pattern of problems with an affiliate we will determine if we should allow them to promote our products or services in the future.
D.3 User-Driven Marketplaces
INFUSE has set up different Marketplaces for our customers to list, advertise, promote and sell their products and services to other users.
The products and services in a Marketplace are not created by, offered by, endorsed by or controlled by INFUSE. INFUSE is not responsible in any way for the quality, content, nature, applicability, or reliability of Marketplaces. If you choose to purchase, register, download or to engage with any products, services, or provider, you do so at your own risk. INFUSE is not responsible for the accuracy or validity of any information or product. You understand that INFUSE is assuming no responsibility or liability for any content, and you agree that INFUSE is not responsible whatsoever for any damage you may suffer.
You should always do your own due diligence on any product or service prior to purchasing, to determine if it is right for you, and whether the product/service provider is a reputed user.
Use of Name and Logo: Use of any branded images, titles, names or logos associated with INFUSE or one of its products for any purpose is strictly forbidden in the INFUSE hosted Marketplace. Anyone deemed to be in violation of this rule will be removed from the Marketplace immediately without notice.
E. Information You Provide To Us Must Be Truthful
When enrolling in, subscribing to, or purchasing any service, option, or product through the Sites, you must provide only true and accurate information, which is current and complete. Your entry of any information is your promise that any name, mailing address, e-mail account, and/or credit card information you provide to us is registered to you and/or your use of such information is with permission. You understand that we can and generally will bar your access to and use of the Sites if we believe that you have provided untrue, inaccurate, not current, or incomplete information. You also promise that if you are ordering or purchasing products or services on behalf of a company or other entity, that you have proper authority to commit that company in such a transaction. If you are using a pseudonym, nickname, assumed name or the like (where permitted), you agree that you will nonetheless provide accurate information to our processing company where required (e.g. your real name in connection with a credit card account) so that you can be billed for one-time or recurring fees.
F. Service and/or Product Descriptions
INFUSE attempts to be as accurate as possible in its descriptions including descriptions of services, options, and products offered or available on the Site(s). We make every reasonable effort to ensure accuracy, however, we cannot guarantee that every product or service description on the Site is 100% accurate, complete, reliable, and/or error-free. We do not assume any responsibility for the accuracy of any descriptions for any product or service sold by third parties using INFUSE resources, nor the accuracy of the description of any third party product or service purchased via INFUSE. Except as expressly provided, your sole recourse is from the third party providing the product or service, or from whom you purchased.
G. Account sharing, transferring or sub-leasing
INFUSE does not support account ownership sharing, selling or transferring. Furthermore, no account may be sublet or used on behalf of any business other than the account owner's. INFUSE does not allow agencies hosting content or rendering services through their accounts.
INFUSE shall not be held responsible or accountable for any ownership conflict between two (or more) partners, associates, staff members, customers or managers claiming ownership or control over a INFUSE resources account. INFUSE will always regard the person currently paying for the account as the sole and rightful owner (and manager) of the account.
INFUSE will only consider an account ownership transfer upon express written consent from both parties involved in the transaction: the current account owner and the designated account recipient. Once the transfer is approved by INFUSE, the move will be non-revokable, and the recipient will become the sole and rightful owner thereafter. Moreover, from the date of transfer onwards, the account recipient will become responsible to satisfy payments for any and every recurring invoice issued by INFUSE for servicing the account. Finally, INFUSE understands that the designated account recipient has read and agreed to these Terms Of Service.
H. Additional Terms
This Terms of Service agreement is also governed by the provisions below. You should seek to understand these provisions and you must agree and abide by them.
1. No Warranties are Made
We make no warranties, expressed or implied, regarding the Content on the Sites. No warranties or guarantees are made as to the accuracy, factual basis, timeliness, applicability, or suitability of any information on the Sites for any purpose, including your particular needs. While we have many years of high-level marketing and product development experience that we share, nothing written, discussed, presented, or communicated in any way or form on the Sites is intended as professional advice of any other type and should not be considered or used as such. Consult your attorney, CPA, or other professional for help should you require it. Your use of the Sites is subject to your acceptance of any liability that may result as a consequence of actions you take or fail to take based on the Content provided here.
The Sites, and the Content, including any information, data, case studies, and personal experiences shared are all provided on an "AS IS," and "AS AVAILABLE" basis.
The Sites, software, products, or services may not always be available to you when you would like access for reasons beyond our control. And from time to time we may suspend and/or deny access to the Sites for updates, maintenance (scheduled or unscheduled), enhancements, upgrades, improvements, or corrections, or to maintain or improve security.
In addition, some information and offers provided on the Sites are time-limited and will be removed at our discretion. We also believe some Content has a limited useful life and we reserve the right to take down, remove, or archive Content at our discretion.
We also do not make any guarantees that the Sites will be updated, changed, or amended on a particular schedule or with regularity. Despite our desire and sincere efforts to keep the Sites and Content up to date and free of errors, the Content may contain typographical or factual errors or inaccuracies, or become outdated.
While the vast majority of our customers are delighted with their purchases, if for some reason you are unhappy with any software, product, or service offered through the Sites, your sole recourse is the stated guarantee for that software, product, or service. For example, you can receive a refund within the refund period where a money-back guarantee is made. Where a satisfaction guarantee, or other written guarantee is expressly offered in connection with a particular product or service, you can hold us to whatever other promises we made in our written guarantee. If there are any stated conditions in the guarantee, you may need to document that you have satisfied the conditions. There are NO other warranties or guarantees made related to the use of the Sites or the Content, or for any products or services offered through the Sites. Any guarantees or warranties that might be implied by law are specifically disclaimed including but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
While we attempt to be as accurate as possible in the descriptions on the Sites including descriptions of software, products, services, options, and bonuses offered or available on the Sites, we cannot and do not guarantee that every product or service description on the Sites is 100% accurate, complete, reliable, and/or error-free.
2. INFUSE’s Liability is Strictly Limited
You understand and agree that we are not and will not be responsible for any loss or damage that you might incur as a result of using the Sites, or (any software, products, or services offered through the Sites) whether it results from an act or an omission by us or any other party, including another user.
You agree that you cannot and are not entitled to recover, whether in contract or tort, for any direct, special, indirect, punitive, consequential or incidental damages, attorney fees, or any other damages of any kind even if we knew or were advised of the possibility of such damages. The limitation on liability includes damages from all causes including lost time, damage caused by viruses, spyware, adware, or other malware which may infect a user's equipment, unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure.
In all cases, our total liability shall be limited to liquidated damages of no more than (i) the amount you spent on any product or service offered through the Sites in the last calendar year, or (ii) $50.00, whichever is greater. Moreover, you agree that all claims must be brought within 1 year of the date on which you first knew or should have known of your alleged claim, notwithstanding any state law to the contrary.
3. Accountability.
You agree to be held accountable for your behavior on the Site.
You agree to only post information or comments on the Sites that you own or have proper rights to publish or post. You may not publish or post and agree not to publish or post any proprietary or confidential information, trade secrets, insider information, or similar information on the Sites, or through the use of the products or services offered through the Sites. If you are not the copyright owner of any image or other information or do not have permission from the copyright owner, you agree not to publish or post that image or information on the Sites and will indemnify us for any harm caused to us by your actions. You agree not to promote any goods or services that infringe another person’s trademarks using the Sites or via the software, products, or services offered through the Sites.
To ensure we are not held responsible for your actions, you agree to indemnify and hold harmless INFUSE and its subsidiaries, officers, owners, directors, employees, agents, and suppliers from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third-party arising out of and/or relating to your use of the Sites, the products or services, your violation of our Terms of Service, and/or your violation of any rights of a third party.
4. No Conflict of Interests
If you have a personal or financial interest in any site, product, or service that may influence a comment or post, or that a reasonable person would want to know when reading your comment or post, you agree not comment or post information about that site, product, or service without disclosing your interest. You also agree to never to post under an assumed name or use a false identity on the Site(s) for personal gain, or to avoid disclosing your interest. You agree not to post unfavorable information about any competing business or service without disclosing your business interests. You also will not have another person make such comments or posts for your benefit or gain.
5. Jurisdiction and Binding Arbitration
These Terms, as well as the Privacy Policy for the Sites shall be governed by and construed in accordance with the laws of the State of Nevada, U.S.A., without regard to conflict of laws principles. You consent to the exclusive jurisdiction and venue in the courts of Clark County, Nevada, U.S.A. for any and all disputes arising out of or relating to the Privacy Policy, Terms of Service and/or the Sites. These Terms and the Privacy Policy constitute written agreements between you and INFUSE with respect to the Sites, your access, and your conduct. The Terms and our Privacy Policy as published on the Sites supersede any other communications and/or proposals (whether oral, written, or electronic) with respect to the Sites. A printed version of the Terms and Privacy Policy shall be admissible in a judicial or administrative proceeding to the same extent and subject only to the same restrictions, as any other contract, document or record originally in printed form. Any disputes arising under these Terms, INFUSE’s Privacy Policy, or from your use of the Site(s) shall be resolved solely by confidential binding arbitration conducted in accordance with the American Arbitration Association commercial arbitration rules. All arbitration shall be held in Las Vegas, Nevada, USA, unless otherwise agreed in a signed writing. Each party shall bear one half of the arbitration fees and costs incurred, and each party is responsible for its own lawyer fees, unless the arbitrator(s) agree that the case was without reasonable basis in law or fact, in which case costs and attorney’s fees may be awarded to the prevailing party. All your claims must be arbitrated on an individual complainant basis, and cannot be consolidated in any arbitration with any claim or complaint of any other party or parties, except as agreed upon in a writing signed by INFUSE. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable by a Court having authority to opine on the matter, then that provision shall be severable from these Terms and the validity and enforceability of any remaining provisions shall remain unaffected. The provisions of this section survive any termination of the Terms.
INTERNATIONAL USE
The INFUSE resources Sites are controlled and operated by INFUSE from its headquarters in the Victor Harbor area in South Australia, in Australia. Because the Sites are hosted on the worldwide web, access may be available in other countries. We are happy to make the Content, software, products, and/or services available to people in any country where legal to do so. And while we are not currently aware of any country that bans information of this type, nor specifically the information we provide, we make no representation that materials on the Sites are appropriate or legal for use in any locations outside Australia The laws regarding use of webinars, and the dissemination of privately produced video via the Internet may vary in different countries. If you have access to the Sites from a location outside Australia, you and you alone are responsible for compliance with all applicable laws of your jurisdiction. Accessing the Sites from any country where the contents are deemed illegal or where they are contrary to regulations is prohibited and definitely not recommended by us, as we do not fancy prisons, foreign or domestic. If you choose to access the Sites from other locations, you do so on your own initiative and at your own risk. You are responsible for compliance with local laws and/or consequences of violating such laws or regulations.
Your continued access or use of the Sites is your acceptance of the foregoing Terms of Service in their entirety.
Please enjoy the Sites!
Questions regarding our Terms of Service may be directed to: ask_us@infusecentral.com
Digital Millennium Copyright Act (DMCA)
Digital Millennium Copyright Act (DMCA)
INFUSE Policy on Intellectual Property Rights
INFUSE Training & Coaching (“INFUSE” and “INFUSE Central”) has the utmost respect, value, and appreciation for intellectual property rights – its own intellectual property rights and those of others.
INFUSE does not permit copyright infringing activities and infringement of intellectual property rights using its websites, software, products, or services related to INFUSE resources (collectively “the Sites and Software”). All such uses of the Sites and Software are violations of our EULA as our Acceptable Use Policy. As with any system where user-contributed content (“User Generated Content”) is present, we do not have the technological means to know in advance or to determine whether any given content is used with permission, under license, or is a ‘fair use’. To the extent technically feasible, where infringing content is found and identified on a server or other computer directly controlled by INFUSE, we will endeavor to assist copyright holders in protecting their rights under the Digital Millennium Copyright Act.
Procedure for Filing a Claim of Infringement Under the DMCA (“DMCA Take Down Notices”)
A. If you are a copyright owner or an authorized agent of such an owner with a good faith belief that any content used with the Sites and Software or included as part of any User Generated Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
i) identification of the copyrighted work you claim has been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
ii) identification of the material that you claim to be infringing or to be the subject of infringing activity and that you believe must be removed, or access to which should be disabled, and information reasonably sufficient to permit INFUSE to locate the material;
iii) information reasonably sufficient to permit INFUSE to contact you, such as an address, telephone number, and, if available, an electronic mail;
iv) a verified statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
v) a verified statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
vi) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should send the Take Down Notice to INFUSE’s designated Copyright Agent, authorized to receive notifications of claimed infringement:
Copyright Infringement
INFUSE Training & Coaching
Encounter Bay, South Australia, AUSTRALIA
Ask_us@infusecentral.com
NOTE: only verified DMCA Take Down Notices should go to the designated Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to INFUSE. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA Take Down Notice may not be valid and may not achieve the desired result. DMCA Take Down Notices that do not substantially comply with the foregoing requirements, which do not provide enough information for the allegedly infringing content to be located, or which lack the requirement verification may not receive a reply.
B. Upon receipt of a verified DMCA Take Down Notice that identified allegedly infringing content in the required manner, INFUSE will investigate and disable access to the allegedly infringing material. INFUSE will also notify its User of the Take Down Notice, and if INFUSE receives a Counter Notice that substantially complies with the requirements below, INFUSE may restore access to the content in question consistent with the procedures below and the provisions of the DMCA.
C. Counter-Notices
INFUSE understands that copyright holders are not always correct in their beliefs regarding infringement, even when requesting ‘take downs’ in good faith under the DMCA. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and/or use the material in your content, you may send a Counter-Notice containing the following information to the designated Copyright Agent (see above):
i) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
ii) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;
iii) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Australia, and a statement that you will accept service of process from the person who provided notification of the alleged infringement; and
iv) your physical or electronic signature;
If a Counter-Notice is received by the Copyright Agent, INFUSE may send a copy of the Counter-Notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed content may be replaced, or access to it restored, in 10 (to 14) business days or more after receipt of the Counter-Notice, at INFUSE 's sole discretion.
Privacy Policy
This Privacy Policy (“Privacy Policy) applies to the websites related to INFUSE resources provided by INFUSE and its affiliated companies (“INFUSE” or “We”), including but not limited to the sites at InfuseCentral.com, HarnessYourHero.com, as well as to any software, services, and/or products offered on such website (hereafter the “Sites”).
Privacy Policy
INFUSE values privacy – ours and yours. To help maintain your privacy and the security of your personal information, we communicate this and all of our privacy policies to INFUSE employees and agents, and we internally enforce privacy safeguards. Most recently we have implemented our GDPR compliance efforts with respect to our customers in the EU and were fully compliant not later than May 25th 2018, the GDPR implementation date.
We’ve developed this Privacy Policy to explain how we collect, use, disclose, transfer, and store information received from you in connection with the Sites. Before disclosing information to us, please familiarize yourself with our privacy practices so you can understand how your information may be used by INFUSE. If you are a Controller of personal data under the GDPR and want to understand how INFUSE processes data please request a copy of our Data Processing Addendum to our End-User License Agreement.
Our Collection and Use of Information:
INFUSE may collect information in a number of ways from users who access our Sites or services. We collect personal and non-personal information in various ways. You may provide your information to us to receive a product, service, or communication from us; we may request your information to better serve you; or we may require your information in order to be able complete a transaction (e.g. a purchase) or provide access (e.g. to a paid service).
A. Collection of Personal Information
Personal information (or “Personally Identifiable Information” or “PII”) is information and data that can be used to specifically identify or contact a single person.You may be asked to provide your personal information when you contact INFUSE for any reason. INFUSE may share your personal information internally. If we do, we will use it in accordance with this Privacy Policy. We may also combine personal information with other information to help us to develop or improve our products, services, content, communications, and/or advertising, or to provide improved user experiences for you.
Personal information we collect
Examples of some types of personal information INFUSE may collect in connection with the Sites and how we may use it include the following:
• When you purchase, register, or login to use software, products, or services, request support, download a software update, register for a webinar, live workshop, or training, provide feedback on a software product, or participate in a promotion, contest or online survey, or respond to an advertisement, we may collect a variety of information, including your name, mailing address, phone number, email address, contact preferences, and/or social media credentials. INFUSE does not directly collect credit card numbers in connection with its web services, or on the websites provided in connection therewith. Payments for those products/services are made through other means or sites and thus we do not collect or store credit card numbers in connection with any of those products/services that this Policy applies to. We may collect credit card information in connection with your use of INFUSE shopping cart services.
• If you use the INFUSE resources family of software/services, or the INFUSE shopping cart, we may collect information required to provide the services in connection with such service including PII such as your name, email address, IP address and current location. We may also collect certain personally identifying financial information (“PIFI”) in connection with the INFUSE shopping cart. Such PIFI may include your credit card number (or a portion thereof), the expiration date for the credit card, bank information such as your bank’s name, routing number, and/or your account information. This information in some cases may only be stored temporarily, or transiently, e.g. during a particular secure session between your computer and a INFUSE server.
• We may also ask for certain information only in circumstances where required by law. For example, if you are using the INFUSE shopping cart, where we are required when setting up certain financial accounts to obtain e.g. your Social Security number (SSN), then we will ask for it. As above, such information may only be stored transiently, during a secure session.
How we use your personal information
• Optional Communications: The personal information we collect allows us to provide you with INFUSE’s latest product announcements, helpful tips and information, special offers, software updates, and upcoming events. If you don’t want to receive these communications, or do not wish to be on our mailing list, you can opt out of receiving them. Each communication will provide opt-out directions, and you can also generally opt-out via your account dashboard if you are a registered user, client, or customer. The information in connection with these optional communications and your responses help us to improve our products, services, content, and advertising.
• We also use personal information to help us develop, deliver, improve, and customize our software, products, services, content, and advertising and to provide a better user experience for every user of our software, products, and services.
• Important Communications: We may use your personal information to send important communications, e.g., about your purchases of or access to software, products, or services, material changes to our EULA, terms, conditions, and policies (including this Privacy Policy), critical updates to software products, or services, or changes (including regulatory changes) that impact your use of INFUSE software, products, or services. Because this information is vital to your interaction with INFUSE, you may NOT opt out of receiving these communications if you wish to continue to use the Sites, or any software, products, or services offered in connection with the Sites.
• We may also use personal information for internal purposes such as auditing, data analysis, and research to improve INFUSE’s software, products, services, communications, support and/or help functions, and user interfaces.
• If you enter into a promotion such as a contest, a giveaway, a one-time or special offer, or similar promotion, we may use the information you provide to administer those programs.
• If we become involved in a legal process as a result of your actions on the Sites, or in connection with any software, products, or services offered via the Sites, we may be required to disclose your PII or PIFI to a government authority, or a third party who e.g., issues a subpoena that require us to provide it. Our response(s) to any such legal process will be handled on a case-by-case basis following the advice of our attorneys.
GDPR Perspective
CONSENT: INFUSE will continue to respect and value privacy in the age of GDPR regulations. To the extent commercially practicable, and in accordance with legal or regulatory requirements we obtain your clear, informed consent before collecting your personal data. We will also always work to balance obtaining clear consent with providing useful and powerful platforms and convenient and graceful user interfaces.
B. Collection of Non-Personal Information
Information of a type or in a form that does not permit direct identification of or association with any specific individual is ‘non-personal information.’ Combinations of personal and non-personal information are considered personal information if the combined information can be used to identify or contact any specific individual(s). Aggregated data is considered non-personal information for the purposes of this Privacy Policy as long as it cannot be used to identify or contact any specific individual. Internet Protocol (IP) addresses and certain other identifiers may be considered personal information under various local laws; we endeavor to comply with the laws and regulations that are applicable to us.
How we collect and use your non-personal information
We may collect, use, transfer, and disclose non-personal information for any purpose. The following are some examples of non-personal information that we collect and how we may use it:
• We may collect non-personal information (e.g. demographic information) regarding our customers collectively including information such as age, gender, occupation, preferred language, zip code, area code, geographic location, or the time zone from which customers access the Sites, products, or services. Such non-personal information is used so that we can better understand who our customers are, and their behavior generally with regards the Sites, and to improve our software, products, services, communications, support, help, user experiences, and advertising for our customers.
• We also may collect non-personal information regarding customer activities on the Sites or use of the INFUSE software, products, and services. This information is aggregated and used to help us provide more useful information to our customers and to understand which parts of the Sites, or our software, products, and services are of most interest or which can be improved. Non-personal support or help request data may be used to improve our software or the Sites, communications, and user interfaces, or to allow us to provide additional product or service offerings to our present or future customers.
• We may collect non-personal information regarding the digital footprints of our customers with respect to accessing the Sites, or any related software, products, or services including mobile and non-mobile access, specific types of devices being used, unique device IDs, type of browser(s) being used, networks that our customers use, and other non-personal information. This information may be used to improve the Sites, software, products, or services including but not limited to their performance, functionality, design, or responsiveness.
C. Cookies and Other Technologies
To help INFUSE serve you better, we use technological means to better understand and adapt to user behavior. To accomplish this, the Sites, as well as our online software and services, email messages, and advertisements may use cookies or related technology such as pixel tags, clear gifs, and web beacons. These technologies help us to know which parts of the Sites people have visited, and provide data to aid us in understanding the effectiveness of the software services, our advertisements, and web searches. These data are used to improve our software, products, services, communications, and advertisements. We generally consider such information collected through the use of cookies and other technologies as non-personal information, and treat it accordingly.
We also use cookies and other technologies to remember personal information when you use the Sites, software, products, or services. These uses are intended to improve your personal experience. For example, we can provide better and more personal results if we ‘remember’ your preferred settings, your name, and such.
INFUSE may use cookies or other technologies in connection with certain advertising services to determine your experience with our content including whether an ad is likely to be of interest to you, whether or not you are served a particular ad, and the number of times you are served a particular ad. These technologies allow us to measure the effectiveness of our ad campaigns. You may have options for opting out of such targeted ads. You should contact your service provider or your mobile provider to inquire about how to do so.
INFUSE also uses specific technologies in connection with certain communications such as emails that may be used to track actions by recipients. For example, these communications may include one or more clickable text or graphics that include URLs that link to content on the Sites. However, these URLs, may pass through a web server that tracks the click before arriving at the linked content on the Sites. The tracked data can help INFUSE determine the effectiveness of our communications to users and customers, or to gage interest in specific topics. If you prefer not to have your responses to such communications tracked in this manner, do not click links in the email messages. Such communications may also include pixel tags that can tell us whether e.g. an email has been opened. We may use this information to throttle the number of messages sent to users or customers, or to remove people who do not read or interact with our communications from one or more lists.
We also use cookies to track certain behaviors of unknown visitors on our site. E.g. if you visit our site by following a link in an email from a third party or in an advertisement from such a party, we may track that behavior. In such cases, we may not have any personally identifying information about you at that time; however, if you later sign up for a product or service, or make a purchase, we may be able to associate your past behaviors on our sites with you thereafter.
Cookies and other technologies can generally be controlled on your devices. If you want to disable cookies and you should review your privacy or security settings. Please note that certain features of the Sites or related software, products, or services may not be available if you have cookies disabled on your device. We will typically try to warn you that a page or feature you are trying to reach will not function without cookies enabled. If you have your cookies on your device or browser disabled and are having difficulties you may wish to enable them to see if the problem is resolved.
Finally, it's worth mentioning that some of these cookies are essential to the operational functioning of the platform, such as for example those related to the transactional checkout process. Some others, while improving the user experience and feature scope of the platform, are not strictly required to utilize our services such as for example certain tracking cookies.
D. Log Files
As part of standard protocols, INFUSE’s servers automatically gather certain information and store it in log files. This information may include date/time stamp of access, Internet Protocol (IP) address(es), device type, operating system, browser and version, language, log-in details, Internet Service Provider (ISP), referring page, exit page, and other data.
These log files are useful for a number of purposes including helping INFUSE to maintain security, measure relative usage, understand and analyze trends regarding users, server access, load, or server problems, more effectively and efficiently administer the Sites, as well as related software, products, services, or communications, and gather non-personal demographic information about our users. Consistent with the provisions of this Privacy Policy, INFUSE may use the data in its Log Files in a variety ways useful to its business or to provide better experiences for its users and customers.
E. Social Media
INFUSE may collect certain information from you if you interact with us via social media such as Facebook, Twitter, LinkedIn, Google+, Pinterest, Snapchat, Instagram, and other such services. For example, you may be given the option to register for webinars, take advantage of special offers, receive mailings, newsletters or the like, via your social media account. The information we receive or collect from such social media, and our ability to collect it, may depend on the social media site, its policies, and its requirements or its technology. We may collect the information you provide from these social media interactions and may use it for various purposes to improve our services or your experience, or to contact you regarding the reason you connected with us or with additional offers in the future. Of course, you have the opportunity to opt-out at any time provided we do not require a means of contacting you to fulfill your request.
F. Children
Protecting children's privacy is important to INFUSE. It is our policy to comply with the Children's Online Privacy Protection Act of 1998 and all other applicable laws. Therefore we restrict our website use to persons eighteen years or older. Therefore, we do not knowingly collect personal information from children under 18. If we learn that INFUSE has inadvertently collected or received the personal information of a child under 18 we will take steps to delete the information.
[PLEASE NOTE: You must be 18 or older to use the Sites, and to purchase the software, products, or services offered via the Sites without an adult (parent or guardian).]
DUE TO THE AGE RESTRICTIONS FOR USE OF THIS WEBSITE, NO INFORMATION OBTAINED VIA THIS WEBSITE FALLS WITHIN THE CHILDREN'S ONLINE PRIVACY PROTECTION ACT (COPPA) AND IT IS NOT MONITORED AS DOING SO.
Notwithstanding the foregoing, if we discover or form a reasonable belief that we have received any information from a child under 18 in violation of this policy, we will delete that information. If you believe INFUSE has any information from a child under age 18, please contact us at the following address:
• Mail: INFUSE Training & Coaching Office
• Email: ask_us@infusecentral.com
Disclosure to Third Parties
At times INFUSE may make certain personal information available to strategic partners that work with us to provide software, products and services, or that help us service our customers. Personal information will only be shared by INFUSE to provide or improve the Sites, and our software, products, services, and advertising.
A. Service Providers
To provide its various products or services, INFUSE works with third party providers, who may be located wherever INFUSE operates, or in any other location. Such companies provide services to INFUSE. Examples may include information processing, emailing services, server hosting, transaction processing and banking services, video hosting, product/service delivery, communications, managing and enhancing customer data, providing technical support and/or customer service, and conducting customer research or satisfaction surveys. At any given time, INFUSE may work with one or more such provider. We will only provide personal information to these companies where required for them to provide their services, or to improve our products or services for our customers. These companies are contractually obligated to protect your information.
B. Others
INFUSE will not share PII with third parties for their marketing purposes. In some cases, INFUSE may be required by legal process to disclose your personal information. Such disclosure may be compelled by applicable law, regulation, judicial order, and/or lawful requests from local authorities. INFUSE may also disclose information about you if we determine, in our sole discretion, that disclosure is necessary or appropriate to ensure the safety of any individual(s), or for purposes of national security, law enforcement, or other issues of public importance.
If the Sites and/or software, products, or services, or INFUSE LLC becomes the subject of a reorganization under the bankruptcy law, a merger, a sale, or other change in control, any and all personal information in INFUSE’s control will be transferred to the trustee, debtor in possession, successor, acquirer, or such other third party as will control INFUSE, the Sites, and/or software, products, or services thereafter.
We reserve the right to disclose personal information if we reasonably believe that disclosure is necessary to protect our users, customers, or the public, prevent fraud or financial wrongdoing, or in any action to enforce our End User License Agreement, Terms and Conditions, or other policies regarding INFUSE.
GDPR Perspective
DISCLOSURE and USE: INFUSE will let users know to whom we are disclosing personal information, and how it is being used. Of course, you should already know that we only use personal information to provide the services that you want. We are in the business of providing industry-leading software platforms and will continue to do just that.
Personal Information Protection
INFUSE uses commercially reasonable security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. We restrict access of personal information to our employees, contractors, and/or agents who need to know that information in order to process it on our behalf. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations. INFUSE and its third party providers use Secure Sockets Layer (SSL) encryption on all web pages where personal information, including financial information is transmitted.
You are solely responsible for any personal information you choose to submit on non-secure sites including but not limited any discussion forums or public comment threads on the Sites, or any social media sites, groups, or threads related to the Sites or the related software, products, or services.
Access to Your Personal Information
INFUSE software customers should periodically log in to review your name, contact information and other readily available personal information, and to ensure they are accurate, complete, and up to date. You can make changes to your information. Changes to your personal details and particulars should be made through the software. INFUSE users should verify that their financial information in their account is accurate, complete, and up to date, particular checking the accuracy of any changes you make.
You can request access to any personal information we have for you. We will make a good faith effort to provide you with access to reasonably accessible information. You can request that we correct the data if it is inaccurate or delete your personal data. INFUSE will comply with such requests if they are reasonable and we will delete your data if INFUSE is not required to retain it by law, and does not require it for legitimate business purposes. We may reserve the right to refuse deletion requests that we believe require undue time, or technical effort, or where not provided by local law. We also reserve the right to deny or delay requests where the personal information is scheduled to be deleted as part of any upcoming purge of data that is not being retained. Requests for access, correction, or deletion can be submitted to ask_us@infusecentral.com
GDPR Perspective
The RIGHT to KNOW and the RIGHT to BE FORGOTTEN: The GDPR gives you these rights and INFUSE has worked to provide state of the art tools to enable every user to know what we know, and to ask us to ‘forget’ them. Of course, we think it would be foolish since you would no longer be able to use our amazing software platforms, but the GDPR gives you that right as well.
Links to Third-Party Sites
The Sites, software, products, services, and communications may contain links to third-party websites, products, or services. Information collected by third parties is governed by their privacy practices, not this Privacy Policy. Please be aware when you leave the Sites and understand that you are subject to a third party’s privacy policy except when you are on the Sites, or using INFUSE’s related software, products, or services.
EUROPEAN UNION Users: The GDPR
On or before May 25th, 2018 INFUSE will be a fully compliant Processor of Personal Data under the GDPR. If you have any questions about your ability to use our software platforms in the EU or with regard to your EU customer’s data, feel free to contact our Data Protection Officer, Robert Smith, or our EU Representative, Darren Dressler, at ask_us@infusecentral.com to discuss, or request a copy of our Data Processing Addendum to our EULA.
You can also see our general statements regarding the GDPR and our compliance here:
Changes to this Privacy Policy and Privacy Questions
If you have any questions or concerns about this Privacy Policy please email us at ask_us@infusecentral.com
This Privacy Policy is subject to change from time to time at INFUSE’s sole discretion. Please check this page periodically for changes. Any such changes to the Privacy Policy will be available on this page. If the policy has been changed in a material way, a notice will be posted on our website along with a link to the updated Privacy Policy. Your continued use of our site following the posting of changes to these terms will mean you accept the changes. Information collected prior to the time any change is posted will be used according to the rules and laws that applied at the time the information was collected.
We will also archive prior versions of this Privacy Policy and make those versions available for your review.
Notice of Compliance to California Residents
Your California Privacy Rights Under The California Online Privacy Protection Act and the California Business and Professions Code
This privacy policy identifies the categories of personally identifiable information that our company collects through our website or online services about individual consumers who use or visit INFUSE's commercial websites or online services (collectively “the Sites”) and the categories of third-party persons or entities with whom our company may share that personally identifiable information.
INFUSE does not maintain an online process for an individual consumer who uses or visits our commercial website or online service to review and request changes to any of his or her personally identifiable information that is collected through our website or online service.
See the section above titled "Changes To This Privacy Policy" for a description of the process by which our company notifies consumers who use or visit our commercial website or online service of material changes to our company's privacy policy for this website or online service.
The effective date of this Privacy Policy is listed at the end of this privacy policy under the heading, "Last Updated."
For the purposes of this policy and California compliance the following definitions apply:
Depending on your activity on our website or online service, the following "personally identifiable information" may be collected, in addition to what is in prior sections of this document.
The term "personally identifiable information" means individually identifiable information about an individual consumer collected online via the Sites from an individual and maintained by us in an accessible form and may include any of the following:
1. A first and last name;
2. A home or other physical address, including street name and name of a city or town;
3. An e-mail address;
4. A telephone number;
5. Any other identifier that permits the physical or online contacting of a specific individual; and
6. Information concerning a user that the Sites collect online, from the user, and which is maintained in personally identifiable form, in combination with an identifier described within this Privacy Policy.
Under California Law SB 27, California residents have the right to receive, once a year, information about third parties with whom we have shared information about you or your family for their marketing purposes during the previous calendar year, and a description of the categories of personal information shared. To make such a request, please send an email to ask_us@infusecentral.com and please include the phrase "California Privacy Request" in the subject line, the domain name of the website you are inquiring about, along with your name, address and e-mail address. We will respond to you within thirty (30) days of receiving such a request.
"Cookies" and How We Use Them
A "cookie" is a small data file that can be placed on your hard drive when you visit certain websites. The Sites may use cookies to collect, store, and sometimes track information for purposes stated earlier as well as for statistical purposes to improve the products and services we provide and to manage our telecommunications networks. We may also use cookies for purposes of personalizing your experience on the Sites, or for providing online behavioral advertising such a retargeting or remarketing. These uses provide you with additional opportunities to take advantage of our services or products, and provide us with additional opportunities to reach you with personalized offers more tailored to your interests. Advertisers and partners may also use their own cookies (e.g. on their own sites). INFUSE does not control any third party’s use of such cookies and we expressly disclaim responsibility for information collected by or through them.
Public Areas & Social Media: Any information you disclose in any public areas of our website or the Internet, including via social media becomes public information. You should exercise caution when deciding to disclose personal information in these public areas.
This Privacy Policy does not create any contractual or other legal rights in or on behalf of INFUSE or any other party and is not intended to create any such rights.
Questions about this Privacy Policy may be directed to us in writing at:
• Mail: INFUSE Training & Coaching Office
• Email: ask_us@infusecentral.com
Acceptable Use Policy
INFUSE is committed to ensuring the highest level of service for its members. As part of that commitment, it is important that we all abide by this Acceptable Use Policy, thus preserving the highest reputation and deliverability of our service. Violation of this policy may lead to account suspension or termination. Additionally, accounts may be suspended or terminated pursuant to our Terms & Conditions for behavior, activities, or content that threaten our systems.
Prohibited Content
INFUSE may not be used to promote, market, exchange, store or produce offensive, illegal, harassing activities, or business that is likely to be flagged by spam agencies/filters. For this reason, INFUSE cannot service content including, but not limited to:
• Anything deemed illegal including, but not limited to, illegal goods and services
• Emails that violate CAN-SPAM Laws
• Pornography/sexually explicit content
• Escort and dating services or products
• Pharmaceutical products
• Products involving unsubstantiated medical claims
• Products or business opportunities promising unsubstantiated income claims or guaranteed profits
• Gambling or sport betting services or products
• Cannabis, marijuana and any related products or services
• Automated financial trading software, Forex robots, stock picks or trading signals, or any other hands-free trading instrument.
• Selling or harvesting Social Media “likes”, traffic, leads or followers
• Selling or exchanging email addresses, leads or contact lists
• Email advertisements for multiple companies all to the same list (sometimes known as “dedicated email ads” or “solo email ads”)
• Anti-vaccination movement
Content Subject to Scrutiny
While the following activities are not forbidden, they have a higher-than-normal likelihood of resulting in a loss in reputation and email delivery. As a result, businesses engaging in these practices that cause or may cause a degradation in the service INFUSE provides may be subject to review resulting in throttling, suspension, or termination:
• Online trading, day trading tips, or stock market related content
• Crypto currencies, virtual currencies or digital currencies
• Daily horoscope reports
• Mortgages, loans and certain financial instruments
• Nutritional, herbal, and vitamin supplements
• Adult Entertainment/Novelty Items
• Real estate
• Services that support programmatically sending mail on behalf of third parties without creating or reviewing the content
• Multi-Level Marketing
• Affiliate Marketing and BizOp type of products
Prohibited Actions
INFUSE may not be used in connection with any user content that involves, to any degree, any of the following:
• False or misleading business opportunities, scams, or pyramid schemes;
• Health claims that have been determined to be false or misleading by a regulatory agency; illegal activities;
• Sales of drugs or pharmaceuticals;
• Sales of illegal products or services;
• Pornography or sexually explicit content;
• Content that promotes or depicts human trafficking, child abuse, animal abuse, or which encourages or promotes abuse of alcohol, drugs or other substances, graphic or gratuitous violence, or people being injured, beaten, hurt, attacked, or humiliated;
• Content that is needlessly shocking to the senses, gratuitously gross, or which depicts or promotes accidents, death, hate speech attacking or demeaning a group based on race, ethnic origin, religion, disability, gender, age, and the like;
• Any use of the Software in connection with predatory behavior, including invasions of privacy, directed to other persons, particularly children, is not permissible and, will not be tolerated.
• Harvesting or scrubbing leads from directories, websites, forums, social media sites, etc. All leads must be acquired through a voluntary form fill-in, such as a registration form, a checkout form, etc.
• Promoting affiliate links via commonly frowned-upon practices in the affiliate marketing industry including, but not limited to: cookie injection, spamming forums or social media, automated scripts, etc
• Use, initiation, or implementation of any automated system, including without limitation, "robots," "spiders," or "offline readers," on, through, or with the our software in a manner that utilizes more resources from (a) the software, (b) any INFUSE server or site, or (c) any third party server or site, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser
• The sending or distribution of unsolicited commercial email
• The use of malicious code, spyware, malware, Trojan horses and the like
• Purchased lists (of any form), Rented lists (of any form), List brokers (of any form)
Billing Policies
General
Use of INFUSE products and services constitutes your acceptance of and agreement to comply with INFUSE's billing policy.
• All accounts are set up on a prepaid basis. Payment must be received by INFUSE before any billable product or service is provided/activated. In the event of a trial period, payment information must be on file before your account is created. You are required to keep a valid credit/debit card on file to charge for recurring monthly subscription and overage fees. All recurring subscriptions are automatically invoiced and charged to the credit/debit card on file.
• Trial subscriptions are limited to one trial per person, per product. The purchase and subsequent cancellation of multiple trials may result in permanent closure of the account.
• If it is determined that any user fails to pay the agreed upon monthly or annual payments by exploitation of any self billing feature, all associated accounts may be terminated immediately, without warning, and the user will be billed for all unpaid usage.
• Payment receipts are provided electronically with each purchase, and may also be provided upon customer request.
Billing Cycle
• Credit/Debit Card Billing: All credit/debit cards are automatically charged on the customer's specific billing cycle date.
• Payment failure: In the event a credit/debit card fails to charge successfully, access to the product will immediately cease.
• Deactivation: INFUSE reserves the right to remove customer application data from its servers after nonpayment.
• Cancellation of a subscription immediately closes access to the account. If there is time remaining on a subscription year, please contact support to re-instate access.
Fees
• Collections Fee: In the event an account is submitted to a third-party collections service, a $35.00 processing fee may be assessed to the existing account balance. This fee is in addition to any other fees previously assessed on the account.
• Chargebacks: If a customer initiates a chargeback, INFUSE may assess a $50.00 processing fee for each individual chargeback.
• Interest: Any charges not paid when due are subject to interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum interest rate allowed by applicable law.
Payment Methods
INFUSE accepts payments from most major credit cards, and in some cases, PayPal.
Subscription Billing
Invoices are generated and payments are collected at the beginning of each billing period. Customer billing periods typically begin on the day of the month (or year for yearly plans) in which the customer purchased the INFUSE subscription. Customers must request to cancel their subscriptions at least 10 days prior to their next billing date in order to avoid being charged on the billing date. INFUSE will not prorate any portion of unused subscription services. All subscription fees are nonrefundable except as described below.
Refund Policies
INFUSE's refund policies vary depending on the product as follows:
• Some single-payment products INFUSE offers has a full refund on a charge provided the request is made within 30 days of the purchase.
• In the event of a multi-instalment payment for a subscription, a refund is only possible on the most recent payment (e.g. if a refund request is made within 30 days of the third payment of a three-payment package, the first and second payments will not be refunded).
• For INFUSE recurring payments, refunds are only given on the first installment of a subscription, and only if the refund request is made within 30 days of the purchase, subject to the discretion of INFUSE. Refunds are not given on overage charges.
INFUSE may either refuse a refund request or disallow repurchase of a previously refunded product if we find any evidence suggesting fraud, refund abuse, trial abuse, or other manipulative behavior that allows use of the product without payment.
Cancellation Process
Creating a Cancellation request: A request to cancel a INFUSE application must be initiated at least 10 days prior to the next invoice date. For INFUSE users, cancellation can also be done via the Billing Profile self-service portal in your account. Any other request to cancel a INFUSE application must be made via our customer support portal (find link at the footer of this page) with a INFUSE representative at least 10 days prior to the next invoice date. Customers are encouraged to keep records of all communications regarding cancellation. Until a cancellation request is made, or a cancellation processed via the self-service portal, INFUSE will continue to treat it as an open account. Unless cancelled, the billing cycle will continue, possibly resulting in a past due account that may be turned over to a third party collection service. It is imperative that you chat with a INFUSE representative, utilize the self-service option, or submit an online ticket through the cancellation form if you wish to initiate cancellation of your INFUSE account.
Cancellation of an account does not dismiss outstanding invoices or nullify previously agreed charges. At the time of cancellation, any outstanding balance must be settled. All cancelled accounts with an outstanding balance may be turned over to a third-party collection service.
Billing Disputes
Each INFUSE customer agrees to provide INFUSE 30 days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. Should INFUSE receive a chargeback from a third-party credit/debit card company or bank on the customer's behalf before INFUSE has been given a chance to resolve the issue, INFUSE has the right to charge the customer for its time spent in resolving such disputes and any associated fees incurred by INFUSE, in addition to the $50 chargeback fee mentioned above. Regardless of the outcome of the chargeback, INFUSE retains the right to collect on any Services or fees that are due. INFUSE may submit any disputed amounts to a collection agency. Once a chargeback has been received, INFUSE has the right to suspend the account until the matter is resolved.
Applicable Taxes
The Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent INFUSE is legally required to collect the same, will be itemized on the product invoice. If Customer has an obligation to withhold any amounts under any law or tax regime (other than Australian income taxation laws), Customer will gross up the payments so that INFUSE receives the amount actually quoted and invoiced. If INFUSE has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides INFUSE with a valid tax exemption certificate authorized by the appropriate taxing authority.
End User Licensing Agreement (EULA)
ALL USE OF THIS SOFTWARE IS SUBJECT TO THE TERMS OF THIS LICENSE.
YOU MUST NOT ACCESS, USE, OR INTERACT IN ANY WAY WITH THIS SOFTWARE UNLESS YOU AGREE TO AND ACCEPT ALL TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT
IF YOU DO NOT AGREE TO OR CHOOSE NOT TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, YOU MAY NOT ACCESS THE SOFTWARE.
If you collect Personal Data from residents of the EU or if you are a Controller for purposes of the General GDPR, you must read and accept the Data Processing Addendum ("DPA") to this License (find DPA link in the footer of this page), and you understand and agree the DPA modifies and forms a part of this Agreement. You further understand that INFUSE may begin tracking or collecting information from visitors who come from third-party email or advertisements immediately.
1. Definitions
In this Agreement, the following words and expressions have the following meanings:
"DPA" means the Data Processing Addendum, which forms a part of this End-User License Agreement with regard to GDPR compliance for any Controller thereunder;
"EULA" or "Agreement" mean this End-User License Agreement;
"INFUSE" means INFUSE Training & Coaching and its assignees;
"License" means the limited personal license rights granted in paragraph 3;
"Site" means any site where You access the software, including but not limited to www.InfuseCentral.com;
"Software" (or "INFUSE Software") means any INFUSE software including any web- or cloud-based application, mobile app, server-based application, client, desktop or standalone software application, plugin, or add-on, including but not limited to INFUSE shopping cart software. "Software" also includes all documentation, manuals, tutorials, user guides, videos, and accompanying or associated materials whether printed or electronic; and
"You" means a user (or licensee) of any INFUSE Software.
2. INFUSE Retains All Ownership of the Software and its Code
INFUSE retains all ownership including all right, title, and interest in and to the Software, the underlying code, and any copies thereof. You understand and agree that INFUSE (and not You) has and keeps all proprietary rights including without limitation all intellectual property rights therein, including copyrights, patents, and trademarks which all remain exclusively INFUSE's property.
More particularly, You agree and acknowledge that the Software is INFUSE's exclusive property and that the Software is protected by copyright, trademark protection, database rights, and other intellectual property rights, and may be the subject of patent protection. INFUSE grants You no express or implied rights under INFUSE's copyrights, trademarks, patents, or other intellectual property or proprietary rights. You further understand and agree that You may not, and will not, in whole or in part, adapt, alter, assign, clone, copy, create a derivative of, decode, decompile, disassemble, distribute, lease, license, modify, publish, reproduce, reverse engineer, sell, transfer, translate, or vary the Software without the prior written authorization of INFUSE, directly or indirectly through any person in Your employ or under Your authorization, direction, or control.
You further understand and agree that to the extent that the INFUSE Software utilizes, incorporates, or references any third party software, those portions may remain the intellectual property of such third parties. To the extent that INFUSE Software utilizes or references any modules, libraries, or the like, that include code that is subject to restrictions on proprietary rights or which require public licensing terms, those restrictions or terms only pertain to such modules or libraries and do not alter the terms of this EULA, or Your rights hereunder, or any proprietary rights as between You and INFUSE.
The only rights You have regarding the Software are those usage rights expressly provided in the License below. You also understand that You may not, directly or indirectly remove any INFUSE proprietary notices from the Software including copyright notices, trademark notices, or notices or markings regarding patents or patent status. Likewise, any third party notices or marking must remain intact.
3. Limited License Granted to You to Use the Software
INFUSE hereby grants to You a non-exclusive, non-transferable, revocable, limited, and personal license to use the Software (the "License") in accordance with the terms of your purchase, subscription, or service plan, this EULA and INFUSE's Acceptable Use Policy, as amended from time to time, and You agree to comply with any restrictions therein.
The Software utilizes, interfaces with, or operates in connection with services provided by or through Amazon AWS, RackSpace, Pusher, SendGrid and any of our integration partners. This license is therefore also subject to all applicable limitations, terms, and conditions of service for these services to the extent they control content or usage. You agree to comply with all such limitations, terms, and conditions in connection with your usage of the Software.
You understand that INFUSE reserves the right, in its sole discretion, to discontinue any features or aspect(s) of the Software at any time.
Your License is Personal to You; You May Not Transfer Your Rights or Duties
The limited license rights granted in this Agreement are personal to You, as are the obligations, duties, representations, and warranties made by You herein.
You may not license, sublicense, assign, or otherwise transfer or dispose of, all or any part of the Software or any of the limited rights granted to You in this Agreement to any third party. You may not remove, move, or relocate the Software from the Site or any server on which it is located unless You are expressly authorized to do so in writing by INFUSE.
Your License is Limited.
Your License to use the INFUSE Software is limited. Your License is subject to our Acceptable Use Policy, which is incorporated herein. You may also be subject to specific limitations based on the License You purchased or Your subscription to the INFUSE Software. INFUSE will use reasonable efforts to inform You of such limitations prior to and at the time of purchase or subscription. Limitations may also be imposed by third parties over whom INFUSE has no control (see the above list of service providers). For example, a third party may refuse to process certain types of transactions, or transactions from certain locations, or transactions for certain goods or services. INFUSE will use reasonable efforts to communicate any such limitations to You. Other limitations may pertain to Your usage of particular features or certain aspects of the INFUSE Software. For example, You will have a limit on the number of emails You can send, and the amount of video You can deliver via the INFUSE Software, and You will be responsible for fees for usage of those features in excess of Your limits. INFUSE will publish the fees for any such usage and reserves the right to revise them it shall deem useful, in its sole discretion. YOU ARE ALSO RESPONSIBLE FOR TIMELY PAYMENT OF YOUR USAGE OR OTHER FEES, AND YOUR LICENSE MAY BE TERMINATED FOR NONPAYMENT OF ANY SUCH FEES.
4. Usage Limitations and Fees
Based on factors including usage, demands, and third party charges, INFUSE has established monthly usage allotments and additional usage fees for certain features of the Software. Note that any INFUSE refund policies that may exist DO NOT APPLY to usage fees. The consequences of nonpayment of fees may be severe, Please see Paragraph 11 regarding Termination for NonPayment.
[Note: The fees and limitations of this Paragraph 4 will be updated from time to time. Your continued use of the Software is Your assent to the current rates for which You are responsible. New rates will only be implemented as of their effective date, and will have no impact on usage prior to the effective date. INFUSE will strive to keep the fees fair for all who require additional usage.]
5. Disclaimer: INFUSE Software is provided "AS IS" With NO Guarantees or Warranties
While the INFUSE Software is reasonably believed to be functional and to accurately perform its function(s), INFUSE cannot guarantee that the Software will not contain errors or omissions, now or in the future. The KARTA Software has been rigorously tested internally, and during various alpha, beta, and other testing with third parties such that INFUSE reasonably expects that such testing has or will identify any significant errors for correction. However, certain errors may not be readily detected and may remain hidden. The Software is provided to each Licensee on an "AS IS" with any and all faults or failings. You agree that Your access and use of the Software is entirely at Your own risk. INFUSE makes absolutely no express guarantees or warranties about the Software or Your use of the Software for any purpose. All conditions, warranties, terms, representations, and undertakings, express or implied, in respect of the Software are expressly excluded. Moreover, to the extent permissible under applicable law, INFUSE specifically disclaims any and all warranties or guarantees, including any that may be implied by law or otherwise, including without limitation any warranty of performance, accuracy, completeness, quality, merchantability, fitness for a particular purpose, and any warranty of non-infringement of any intellectual property or other rights of any third party. Further, INFUSE does not warrant or assume any responsibility for financial transactions processed via the Software. You should track and verify all transactions until You have confidence that Your transactions are being properly processed and all monies due you are being paid to Your account(s). You assume the risk of failing to check Your own accounts sufficiently. As with any important business data, You should also regularly BACK-UP or otherwise PRESERVE Your User Content and other data including data pertaining to financial transactions ("Data) in connection with the Software. You are solely responsible for Your Data. INFUSE does not warrant or represent that it will preserve or retain any Data for You after the expiration, lapse, or termination of Your License to use the Software for any reason by any party, including failure to pay fees due. However, INFUSE reserves the right to do in its sole discretion. INFUSE also does not warrant or guarantee that Your use of the Software is legal/permissible under the applicable law in Your locality. You agree with the foregoing and assume all risks associated with accessing or using the Software for any financial transactions.
You understand that INFUSE does not guarantee any confidentiality with respect to any goods, services, products, promotions, or offerings used in connection with the Software.
6. INFUSE's Liability is Limited
You accept all responsibility and liability for any damages You suffer in connection with accessing or using the Software, or installing any software, plugin, add-on or the like, in connection with the INFUSE Software. You understand that INFUSE's liability is strictly limited by this Agreement. Do not access or use the INFUSE Software if You are unable or unwilling to accept this limitation. In no event shall INFUSE or its directors, officers, agents, employees or licensors be liable for any losses or damages whatsoever or howsoever incurred as a result of any access or use of, or inability to access or use the Software, including, without limitation, lost profits, lost opportunities, business interruption, or lost information, and lost Data, except to the extent which it is unlawful to exclude such liability. Your use of the Software is entirely at Your own risk. In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and INFUSE becomes liable for any loss or damage, You agree that INFUSE's liability shall be limited to the lesser of US $50.00 or what You paid to license the Software, as agreed-upon liquidated damages.
In no event shall infuse, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from:
(i) any errors, omissions, mistakes, or inaccuracies with respect to the software, or any financial transaction including but not limited to pricing errors, transaction processing errors by third parties, credit card or similar fraudulent transactions processed by you or on your behalf, or erroneous or fraudulent chargebacks;
(ii) any personal injury or property damage, of any nature whatsoever, resulting from your access to and/or use of our software;
(iii) any unauthorized access to or use of our servers, computers, or business records and/or any and all personal information and/or financial information stored therein;
(iv) any loss or deletion of your data (including user content) from infuse servers or system after your license to use the infuse software has expired, lapsed, or been terminated for any reason by you or infuse;
(v) any interruption or cessation of software operation;
(vi) any bugs, viruses, malware, spyware, trojan horses, or the like, which may be transmitted to or through our software by any third party;
(vii) any loss or damage of any kind incurred as a direct or indirect result of your access or use of the infuse software;
(viii) any loss resulting from termination including but not limited to termination for nonpayment; and/or
(ix) any liability incurred by you for violations of the gdpr or similar privacy regulations whether or not based in whole or part on infuses processing of any data provided by you to infuse or processed in connection with providing the services hereunder to you or on your behalf;
Whether based on warranty, contract, tort, or any other legal theory, and whether or not infuse was advised of or knew of the possibility of such damages.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
7. INFUSE Makes No Endorsement of User Content
INFUSE does not endorse any goods, services, products, promotions, or offerings ("User Content") provided via, distributed, submitted, or promoted with or used with the Software. INFUSE may not agree with or condone particular claims, opinions, or viewpoints promulgated or expounded using the Software. INFUSE expressly disclaims any and all liability in connection with goods, services, products, promotions, or offerings.
8. ACCEPTABLE USE (Permissible Uses and Restrictions on Your Use of the Software).
INFUSE maintains a high-degree of professionalism and accordingly Your license from INFUSE to use the Software is subject to the following restrictions and limitations:
i) the Software may not be used in connection with any User Content that involves, to any degree, any of the following: false or misleading business opportunities, scams, or pyramid schemes; health claims that have been determined to be false or misleading by a regulatory agency; illegal activities; sales of drugs or pharmaceuticals; sales of illegal products or services; pornography or sexually explicit content; content that promotes or depicts human trafficking, child abuse, animal abuse, or which encourages or promotes abuse of alcohol, drugs or other substances, graphic or gratuitous violence, or people being injured, beaten, hurt, attacked, or humiliated; and/or content that is needlessly shocking to the senses, gratuitously gross, or which depicts or promotes accidents, death, hate speech attacking or demeaning a group based on race, ethnic origin, religion, disability, gender, age, and the like. Any use of the Software in connection with predatory behavior, including invasions of privacy, directed to other persons, particularly children under 18, is not permissible and, will not be tolerated;
ii) INFUSE reserves the right to reject or remove any User Content without prior notice for violating, in INFUSE's sole judgment, this section, the Acceptable Use Policy, or otherwise violating this Agreement in fact or in spirit. INFUSE also reserves the right to delete any or all of Your Data (including Your User Content) without notice of any kind, upon expiration, lapse or termination of your license for any reason;
iii) You agree not to use, initiate, or implement any automated system, including without limitation, "robots," "spiders," or "offline readers," on, through, or with the Software in a manner that utilizes more resources from (a) the Software, (b) any INFUSE server or site, or (c) any third party server or site, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
iv) Your use of the Software will comply with all applicable laws and regulations, including but not limited to local, national, and international laws and regulations regarding: (1) the sending or distribution of unsolicited commercial email; (2) online transactions regarding work-from home or other 'business opportunities'; (3) false or misleading advertising; (4) the intellectual property and privacy rights of others; and (5) the use of malicious code, spyware, malware, Trojan horses and the like;
v) You agree to comply with INFUSE's security procedures including password policies (including changing Your password from time to time if directed by INFUSE), to not circumvent any security or access provisions or procedures established by INFUSE, to not implement or utilize any alternative access or backdoors to the Software, and to advise INFUSE as soon as reasonably practical of any security issues You discover or of which You become aware;
vi) You agree that if you collect any Personal Data from any person in the EU, or if you are a Controller under the GDPR that you will only use the INFUSE Software in a manner consistent with the requirements of the GDPR and any nation's implementation thereof, and that you will only provide lawful access to INFUSE for processing any data on your behalf or behalf of your customers or leads; and
vii) You agree to only use the INFUSE Software and only to use INFUSE as a Processor of data under the GDPR with respect to data for which you have obtained any and all required consent(s) from the owner of such data.
9. Intellectual Property Rights
i) You are solely responsible for Your own User Content and the consequences of creating, copying, submitting, storing, distributing, publishing, selling, or offering for sale any User Content using the Software. You agree, affirm, represent, and warrant that You own or have any and all licenses, rights, consents, or permissions necessary for any User Content that is in whole or part, copied, used, distributed, or submitted by You using the Software;
ii) INFUSE will never use its license to Your User Content for any purpose but to enable the Software to perform its function. Except as required to perform its intended functions, INFUSE will always ask for Your permission in the event that INFUSE desires to use Your User Content beyond a nominal/inadvertent manner for promotional purposes.
You retain all of Your ownership rights to Your User Content.
However, solely for the purpose of enabling the Software to perform its function, including, the distribution, reception, or sharing of such User Content with recipients of Your User Content, as well as to cover nominal and/or inadvertent uses of Your User Content by INFUSE (or our successors and/or affiliates) in the process of promoting the Software in any media formats and through any media channels, By using such content in connection with the Software or in creating User Content, You hereby grant INFUSE a worldwide, non-exclusive, royalty-free, non-revocable, perpetual, sub-licensable, and fully transferable license to use, reproduce, distribute, practice, make derivative works of, display, broadcast, and/or perform Your User Content. You also understand that notwithstanding INFUSE's unfettered right to delete any or all of Your Data upon expiration, lapse, or termination of Your License to use the Software, INFUSE reserves the right to preserve any or all of Your Data in any form, including on one or more system back-ups. You grant INFUSE a license to retain copies of Your Data (including User Content) at its sole discretion and agree that you will bring no claim in connection with or related to INFUSE's retention of such Data including after Your License has ended. You further agree that INFUSE has no duty to retain such Data, search for such Data, or provide You with access to such Data after Your License has ended for any reason; and
iii) You further agree, affirm, represent, and warrant that content You copied, used, distributed, or which was submitted by You using the Software does not and will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have permission from the rightful owner of the material or You are otherwise legally entitled to copy, use, distribute, or submit such content using the Software and to grant INFUSE all of the license rights granted herein.
10. You Agree to Indemnify INFUSE from Harm
You agree to defend, indemnify and hold harmless INFUSE, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to costs and attorney's fees) arising from: (i) Your use of the INFUSE Software; (ii) Your violation of any term of this Agreement; (iii) Your violation of any third party right, including without limitation any copyright or other property right, or privacy right, including under the GDPR; (iv) Any claim that any User Content You offered, created, copied, distributed, or promoted directly or indirectly using the Software caused damage to a third party; or v) Any claim that INFUSE violated provisions of the GDPR based on processing data a) in accordance with instructions that You provided to INFUSE; or b) expressly or impliedly on your behalf to provide agreed upon services to You. This defense and indemnification obligation will survive Termination of this Agreement and continue even if You stop using the Software.
11. Termination
Without prejudice to any other rights INFUSE may have, INFUSE may cancel this Agreement without notice or refund if You do not abide by the terms and conditions of this Agreement. INFUSE may terminate this Agreement immediately at any time by notice to You if INFUSE, in its sole discretion, is of the view that Your continued use of the Software may infringe or cause damage to any third party rights. Upon termination, You shall promptly delete Your access and use of the Software. All other obligations You have agreed to under this Agreement shall survive Termination of this Agreement for any reason. If Your account is terminated You are prohibited from creating any new accounts and You agree not to attempt to circumvent this provision by attempting to obtain a new account under a different name, using a different IP address, or through any third party.
Termination for NonPayment: INFUSE may terminate this Agreement WITHOUT notice for nonpayment or if Your account is in arrears, delinquent, or past due. INFUSE reserves the right to provide a short grace period at its discretion for long-standing customers, or customers with long-standing good credit. You understand and agree that the consequences of nonpayment may be severe for your business and assume all liability and risk of loss if YOUR access to the INFUSE system is terminated for nonpayment. You agree that any Termination for Nonpayment is INFUSE's right, and is solely caused by your actions. You further agree that this serves as your notice of such Termination for NonPayment, and that you assume all liability for any Termination for NonPayment and expressly agree to hold INFUSE harmless for all damages you may suffer as a result of such Termination for NonPayment.
12. Applicable Laws
This Agreement shall be governed by the laws of South Australia, AUSTRALIA and the parties hereby agree to the exclusive jurisdiction of the courts located in Australia, for any adjudications other than arbitration as provided herein.
You agree that all disputes between You and INFUSE regarding this EULA shall be resolved solely by confidential binding arbitration conducted in accordance with relevant bodies (or comparable independent arbitration organization) commercial arbitration rules. All arbitration shall be held in Australia, unless otherwise agreed in a signed writing. Each party shall bear one half of the arbitration fees and costs incurred, and each party is responsible for its own lawyer fees, unless the arbitrator(s) agree that the case was without reasonable basis in law or fact, in which case costs and attorney's fees may be awarded to the prevailing party. All Your claims must be arbitrated on an individual complainant basis, and cannot be consolidated in any arbitration with any claim or complaint of any other party or parties, except as agreed upon in a writing signed by INFUSE.
Notwithstanding the foregoing paragraph, disputes over the indemnification clause of paragraph 10, and any violations of paragraph 9 hereof may be adjudicated in court in Australia.
13. Entire Agreement
This Agreement constitutes the entire agreement between You and INFUSE with respect to this subject matter and supersedes all prior and contemporaneous representations, proposals, and agreements in relation thereto. No waiver or amendment of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. If any part of this EULA is determined by a court of competent jurisdiction to be invalid or unenforceable, that part shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement shall be fully enforceable and legally binding so as to maximally preserve and effectuate the intent and agreement of the parties.
Data Processing Addendum (DPA inc EULA and GDPR)
Data Processing Addendum
This data processing addendum (“DPA”) supplements and modifies the End-User Licensing Agreement (“EULA”) governing the use of INFUSE Software. This DPA is pursuant to the General Data Protection Regulation (“GDPR”) and in particular addresses Article 28 (Processor Terms) and incorporates Standard Contractual Clauses for Controller to Processor transfers of Personal Data to third countries.
This Data Processing Addendum ("Addendum") forms an integral part of the End User License Agreement("EULA") governing the use of the INFUSE Software platform as between each INFUSE Software end-user or licensee ("CustomerlController") acting with respect to its own data and on behalf of data it controls for its own customers and leads; and (ii) INFUSE LLC (acting on its own behalf and as agent for any of its Affiliates) (”INFUSE” as defined in the EULA).
The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the EULA. Except as modified below, the terms of the EULA shall remain in full force and effect.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the EULA. Except where the context requires otherwise, references in this Addendum to the EULA are to the EULA as amended by, and including, this Addendum.
1. Definitions
1 .1 "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Process/Processing", "Processor", “Special Categories of Data", and "Supervisory Authority" shall respectively have the meanings set forth in the GDPR with regard to the processing of Personal Data and the free movement of such data and their cognates shall be construed accordingly;
1 .2 In this Addendum, the following additional terms shall have the meanings set out below and cognate terms shall be construed accordingly:
• 1.2.1 "Applicable Laws" means (a) the laws of the European Union or any Member State with respect to any Personal Data in respect of which INFUSE is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Customer/Controller Personal Data in respect of which INFUSE is subject to any other Data Protection Laws;
• 1.2.2 "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with a Party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
• 1.2.3 "INFUSE" means INFUSE Training & Coaching or any of its Affiliates;
• 1.2.4 "Customer/Controller Personal Data" means any Personal Data processed by INFUSE or a Contracted Processor on behalf of INFUSE pursuant to or in connection with the EULA or Customer/Controller’s use of INFUSE Software;
• 1.2.5 "Contracted Processor" means a Processor or a Subprocessor contracted by INFUSE;
• 1.2.6 "Data Exporter" means the party who transfers the Personal Data, as a Controller, or as a Processor on behalf of the Controller, in accordance with the terms of the Standard Contractual Clauses provided in Annex 2 or as amended;
• 1.2.7 “Data Importer" means the party who agrees to receive Personal Data from the Data Exporter, in accordance the terms of the Standard Clauses and instructions from the Data Exporter;
• 1.2.8 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
• 1.2.9 "EEA" means the European Economic Area;
• 1.2.10 "EU Data Protection Laws"means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
• 1.2.11 "GDPR" means EU General Data Protection Regulation 2016/679;
• 1.2.12 "Restricted Transfer" means:
o 12.12.1 a transfer of Customer/Controller Personal Data from INFUSE to a Contracted Processor; or
o 1.2.12.2 an onward transfer of Customer/Controller Personal Data from a Contracted Processor to a different Contracted Processor, or an intracompany transfer between two locations of a particular Contracted Processor,
o In each case, where such transfer would otherwise be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses provided herein below. For the avoidance of doubt: (a) without limitation to the generality of the foregoing, the parties to this Addendum intend that transfers of Personal Data from the UK to the EEA or from the EEA to the UK, following any exit by the UK from the European Union shall not be Restricted Transfers until such time as it is formally determined by an appropriate authority that such transfers are prohibited by Data Protection Laws of the UK or EU Data Protection Laws (as the case may be) in the absence of the Standard Contractual Clauses provided herein; and (b) where a transfer of Personal Data is of a type authorized by Data Protection Laws in the exporting country, for example in the case of transfers from within the European Union to a country (such as Switzerland) or under a scheme (such as the US Privacy Shield) which is approved by the Commission as ensuring an adequate level of protection or any transfer which falls within a permitted derogation, such transfer shall not be a Restricted Transfer.
• 1.2.13 "Services" means the services and other activities to be supplied to or carried out on behalf of Customer/Controller by INFUSE pursuant to the EULA;
• 1.2.14 "Standard Contractual Clauses" "Controller-To-Processor Clauses" means the Standard Contractual Clauses between controllers and processors for Data Transfers, as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, and currently located at www.infusecentral.com. and also set out in Annex 2, as amended in that Annex and/or under section 13.4;
• 1.2.15 "Subprocessor" means any person (excluding an employee of Customer/Controller or any of its sub-contractors) appointed by a Contracted Processor to Process Personal Data on behalf of INFUSE in connection with the EULA; and
1 .3 The word “include" shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
2. Authority and Representations In Connection Therewith
INFUSE warrants and represents that before any Contracted Processor processes any Customer/Controller Personal Data on behalf of INFUSE, INFUSE will use commercially reasonable efforts to ensure that Contracted Processor has been duly and effectively authorized (or subsequently ratified) to process such data in a manner compliant with the requirements of the GDPR. Customer/Controller warrants and represents that, Customer/Controller is lawfully in possession of such data and has a lawful basis for providing such data to INFUSE for processing or for authorizing INFUSE to process the Customer/Controller Personal Data on behalf of Customer/Controller under this Addendum.
3. Processing of Customer/Controller Personal Data
3.1 INFUSE shall and each Contracted Processor shall be obligated to:
• 3.1.1 comply with all applicable Data Protection Laws in the Processing of Customer/Controller Personal Data; and
• 3.1.2 not Process Customer/Controller Personal Data other than on the relevant Customer/Controller’s documented instructions unless Processing is authorized under / by Applicable Laws to which INFUSE or the Contracted Processor is subject. In the latter case INFUSE shall where reasonable or to the extent required by Applicable Laws inform the Customer/Controller before the relevant Processing of that Personal Data.
3.2 Customer/Controller:
• 3.2.1 shall instruct INFUSE (and authorizes INFUSE and each Contracted Processor to instruct each Subprocessor) to:
o 3.2.1.1 Process Customer/Controller Personal Data; and
o 3.2.1.2 in particular, transfer Customer/Controller Personal Data to or from any country or territory, as reasonably necessary for the provision of the Services and consistent with the EULA; and
• 3.2.2 shall obtain any and all required consents with respect to any data collected by it, or with respect to which it instructs INFUSE or any Contracted Processor to act on its behalf
• 3.2.3 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instruction set out in section 3.2.1 on behalf of itself and any Customer/Controller Affiliate.
3.3 Annex 1 to this Addendum sets out certain information regarding the Contracted Processors' Processing of the Customer/Controller Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). INFUSE may make reasonable amendments to Annex 1 by written notice to Customer/Controller from time to time, as INFUSE reasonably considers necessary to meet those requirements. Nothing in Annex 1 (including as amended pursuant to this section 3.3) confers any right or imposes any obligation on any party to this Addendum.
4. Customer/Controller and Customer/Controller Affiliate Personnel
INFUSE shall take reasonable steps to ensure the reliability of any of its employees, agents, or contractors, and those of any Contracted Processor who may have access to the Customer/Controller Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer/Controller Personal Data, as strictly necessary for the purposes of the EULA, or to carry out the Services in compliance with Applicable Laws in the context of that individual's duties to INFUSE or the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
5. Security
5.1 Taking into account the state of the art, the costs of implementation, practicality, and the nature, scope, context, purposes of Processing as well as the risks to the rights and freedoms of natural persons, INFUSE shall in proportion thereto implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
5.2 In assessing the appropriate level of security, INFUSE shall take account the likely risks that are presented by Processing, in particular from the perspective of a Personal Data Breach
6. Subprocessing
6.1 Customer/Controller authorizes INFUSE to appoint Subprocessors in accordance with this section 6 and any restrictions in the EULA, and to permit each Subprocessor duly appointed in accordance with this section 6 to appoint further Subprocessors.
6.2 INFUSE may continue to use those Subprocessors already engaged by INFUSE as at the date of this Addendum, subject to INFUSE in each case as soon as practicable meeting the obligations set out in section 6.4.
6.3 To the extent required under the GDPR, INFUSE shall give Customer/Controller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. Such appointment shall be effective unless within 10 (ten) days of receipt of such notice, Customer/Controller provides INFUSE written objections (on reasonable grounds) to the proposed appointment. INFUSE shall not appoint (or disclose any Customer/Controller Personal Data to) that proposed Subprocessor until reasonable steps have been taken to address the objections raised by Customer/Controller and Customer/Controller has been provided\ with a reasonable written explanation of the steps taken.
6.4 With respect to each Subprocessor, INFUSE shall:
• 6.4.1 before the Subprocessor first Processes Customer/Controller Personal Data (or, where relevant, in accordance with section 6.2), carry out adequate due diligence under the circumstances to ensure that the Subprocessor is capable of providing the level of protection for Customer/Controller Personal Data required by the Applicable Law, this Addendum, or under the EULA;
• 6.4.2 ensure that the arrangement between on the one hand, INFUSE, or the relevant intermediate Subprocessor; and on the other hand the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Customer/Controller Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR;
• 6.4.3 if that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are at all relevant times incorporated into the agreement between on the one hand, INFUSE, or the relevant intermediate Subprocessor; and on the other hand the Subprocessor, or before the Subprocessor first Processes Customer/Controller Personal Data procure that it enters into an agreement incorporating the Standard Contractual Clauses with INFUSE, or the relevant intermediate Subprocessor; and
• 6.4.4 provide to Customer/Controller for review such copies of the Contracted Processors’ agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Addendum, or Applicable Law) as Customer/Controller may request from time to time.
6.5 Customer/Controller and each Customer/Controller Affiliate shall ensure that each Subprocessor performs the obligations under sections 3.1, 4, 5, 7.1, 8.2, 9 and 11.1, as they apply to Processing of Customer/Controller Personal Data carried out by that Subprocessor, as if it were party to this Addendum in place of Customer/Controller.
7. Data Subject Rights
7.1 Nothing herein shall relieve Customer/Controller from affording any required right to any Data Subject including any requirement to obtain adequate consent from a Data subject prior to collection of Personal Data.
7.2 Taking into account the nature of the Processing, INFUSE shall assist Customer/Controller by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer/Controller's obligations, as reasonably understood by INFUSE, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
7.3 INFUSE shall:
• 7.3.1 promptly notify Customer/Controller if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Customer/Controller Personal Data; and
• 7.3.2 ensure that the Contracted Processor does not respond to that request except on the documented instructions of Customer/Controller or as required by Applicable Laws to which the Contracted Processor is subject, in which case INFUSE shall to the extent permitted by Applicable Laws inform Customer/Controller of that legal requirement before the Contracted Processor responds to the request.
8. Personal Data Breach
8.1 INFUSE shall notify Customer/Controller without undue delay upon INFUSE, a Contracted Processor or any Subprocessor becoming aware of a Personal Data Breach affecting Customer/Controller Personal Data, providing Customer/Controller with sufficient information to allow Customer/Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
8.2 INFUSE shall co-operate with Customer/Controller and take such reasonable commercial steps as are directed by Customer/Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
9. Data Protection Impact Assessment and Prior Consultation
To the extent required under Applicable Law, INFUSE shall provide reasonable assistance to Customer/Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer/Controller reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer/Controller Personal Data by, and taking into account the nature of the Processing and information available to the Contracted Processors.
10. Deletion or return of Customer/Controller Personal Data
10.1 Customer/Controller Personal Data 10.1 Subject to sections 10.2 and 10.3 Customer/Controller and each Customer/Controller Affiliate shall promptly and in any event within 21 (twenty-one) days of the date of cessation of any Services involving the Processing of Customer/Controller Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Customer/Controller Personal Data. For the sake of clarity, for purposes of this Section 10 "delete" means redacting, blocking or restricting access, permanently removing, or obliterating such that it cannot be recovered or reconstructed, as circumstances reasonably permit and Applicable Law permits.
10.2 Subject to section 10.3, Customer/Controller may in its discretion request, by written notice to INFUSE within 21 (twenty-one) days of the Cessation Date, that INFUSE (a) return a complete copy of all Customer/Controller Personal Data to INFUSE by secure file transfer in such format as is reasonably requested by Customer/Controller or in which the data are stored in the normal course of business; and (b) delete and procure the deletion of all other copies of Customer/Controller Personal Data Processed by any Contracted Processor. INFUSE shall comply with any such written request within 30 (thirty) days of the Cessation Date.
10.3 Each Contracted Processor may retain Customer/Controller Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws. INFUSE shall reasonably ensure that such Customer/Controller Personal Data is only Processed or retained as provided herein as necessary for the purpose(s) specified in the Applicable Laws.
10.4 Where requested in writing, INFUSE shall provide written confirmation to Customer/Controller that it has fully complied with this section 10 within 30 (thirty) days of the Cessation Date.
11. Audit rights
11.1 Subject to the provisions of this Section, INFUSE shall make available to Customer/Controller on request all information reasonably necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by Customer/Controller or an auditor appointed by Customer/Controller in relation to the Processing of the Customer/Controller Personal Data by the Contracted Processors.
11.2 Information and audit rights of the Customer/Controller only arise under section 11.1 to the extent that the EULA does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable,
article 28(3)(h) of the GDPR).
11.3 A Customer/Controller may only mandate an auditor for the purposes of section 11.1 if the auditor is identified at least sixty (60) days in advance in writing and approved by INFUSE. INFUSE shall not unreasonably withhold or delay approval of an auditor. Reasonable grounds for refusing Customer/Controller's choice of auditor shall be provided in writing, after which a new auditor shall be identified.
11.4 Audits shall be conducted only by agreement on reasonable notice of any audit or inspection to be conducted hereunder and shall use best efforts (and ensure that each of its mandated auditors makes such efforts) to avoid causing (or, if it cannot avoid, to minimize) any damage, injury, delay, or disruption to the Contracted Processors' premises, equipment, personnel and business while its
personnel are on those premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:
• 11.4.1 to any individual unless he or she produces reasonable evidence of identity and authority;
• 11.4.2 outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Customer/Controller has given notice to INFUSE that this is the case before attendance outside those hours begins; or
• 11.4.3 for the purposes of more than one audit or inspection, in respect of each Contracted Processor, in any year period, except for any additional audits or inspections which: o 11.4.3.1 Customer/Controller undertaking an audit reasonably considers necessary because of genuine concerns as to INFUSE's compliance with this Addendum; or o 11.4.3.2 Customer/Controller is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority
o responsible for the enforcement of Data Protection Laws in any country or territory, where Customer/Controller undertaking an audit has identified its concerns or the relevant requirement or request in its notice to INFUSE of the audit or inspection.
12. Restricted Transfers
12.1 Subject to section 12.3, Customer/Controller (as "Data Exporter") and INFUSE and each of its Contracted Processor, as appropriate, (as "Data Importer"); or INFUSE (as Data Exporter") and each Contracted Processor or Customer/Controller have entered and/or hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from Customer/Controller to INFUSE or its Contracted Processor or from INFUSE to Customer/Controller or a Contracted Processor.
12.2 The Standard Contractual Clauses shall come into effect under section 12.1 on the later of:
• 12.2.1 the Data Exporter becoming a party to them;
• 12.2.2 the Data Importer becoming a party to them; and
• 12.2.3 commencement of the relevant Restricted Transfer.
12.3 Section 12.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining further or additional consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
12.4 INFUSE warrants and represents that, before the commencement of any Restricted Transfer to a Subprocessor entry into the Standard Contractual Clauses under section 12.1, and agreement to variations to those Standard Contractual Clauses made under section 13.4.1, as agent for and on behalf of that Subprocessor will have been duly and effectively authorized (or subsequently ratified) by that Subprocessor.
13. General Terms
Governing law and jurisdiction
13.1 Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses:
• 13.1.1 the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the EULA with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity, or termination, or the consequences of its nullity; and
• 13.1.2 this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the EULA.
Order of Precedence
13.2 Nothing in this Addendum alters either party's obligations under the EULA in relation to the protection of Personal Data or permits either party to Process (or to permit the Processing of) Personal Data in a manner which is prohibited by the EULA or Applicable Law. In the event of any conflict or inconsistency between this Addendum, and/or the EULA, and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
13.3 Subject to section 13.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the EULA and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.
Changes in Data Protection Laws
13.4 INFUSE may:
• 13.4.1 by at least 30 (thirty) calendar days' written notice to Customer/Controller from time to time make any variations to the Standard Contractual Clauses (including any Standard Contractual Clauses entered into under section 12.1), as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and
• 13.4.2 propose any other variations to this Addendum which INFUSE reasonably considers to be necessary to address the requirements of any Data Protection Law.
13.5 If INFUSE gives notice under section 13.4.1:
• 13.5.1 The parties shall promptly co-operate (and ensure that any affected Contracted Processors and/or Subprocessors promptly co-operate) to ensure that equivalent variations are made to any agreement put in place under section 6.4.3; and
• 13.5.2 Customer/Controller shall not unreasonably withhold or delay agreement to any consequential variations to this Addendum proposed by INFUSE to protect the Contracted Processors against additional risks associated with the variations made hereunder.
13.6 If INFUSE gives notice under section 13.4.2, it shall propose reasonable variations with a view to implementing those or reasonable alternative variations designed to address the requirements identified in INFUSE's notice as soon as is reasonably practicable.
13.7 Neither INFUSE nor Customer/Controller shall require the consent or approval of any Affiliate to amend this Addendum pursuant to this section 13.5 or otherwise.
Severance
13.8 Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties' intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
ANNEX 1: DETAILS OF PROCESSING OF COMPANY PERSONAL DATA
This Annex 1 includes certain details of the Processing of Customer/Controller Personal Data as required by Article 28(3) GDPR.
Subject matter and duration of the Processing of Customer/Controller Personal Data
The subject matter and duration of the Processing of the Customer/Controller Personal Data are set out in the EULA and this Addendum and relate to INFUSE's obligations to provide the requested Services in connection with the INFUSE Software.
The nature and purpose of the Processing of Customer/Controller Personal Data
INFUSE processed Personal Data in order to provide the Services contemplated in the EULA in connection with the use of the INFUSE software. Among the purposes of processing are to monitor transactions (including purchases, payments, and refunds), to track helpdesk tickets and/or support requests as the case may be, and responses thereto, to provide access to memberships, associated lists, and associated sequences of actions, to enable communications in connection with any of the foregoing.
The types of Customer/Controller Personal Data to be Processed
The types of Personal Data to be processed by INFUSE include Name, Email, Phone, Address, Country, IP address, and Username
The categories of Data Subject to whom the Customer/Controller Personal Data relates
Categories to which the Personal Data to be processed relate include demographic/external data, financial data, historical data, internal data (including preferences and interests); and social data.
Except where specifically required for the provision of contracted services or as incidental to the above, INFUSE does not collect or track data racial or ethnic origin, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation or any other Special Category of Data.
The obligations and rights of INFUSE and Customer/Controller
The obligations and rights of INFUSE and INFUSE Affiliates are set out in the EULA and this Addendum.
ANNEX 2: STANDARD CONTRACTUAL CLAUSES
These Clauses shall be deemed to be amended from time to time, to the extent that they relate to a Restricted Transfer which is subject to the Data Protection Laws of a given country or territory, to reflect (to the extent possible without material uncertainty as to the result) any change (including any replacement) made in accordance with those Data Protection Laws (by the Commission to or of the equivalent contractual clauses approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 or the GDPR (in the case of the Data Protection Laws of the European Union or a Member State); or (ii) by an equivalent competent authority to or of any equivalent contractual clauses approved by it or by another competent authority under another Data Protection Law otherwise).
Standard Contractual Clause
For the purposes of this Addendum and the Directive, transfers of Personal Data from a party in one country to any party in another country shall be governed by these Standard Clauses unless other permissible on other grounds.
The Data Exporter and the Data Importer, each a "party"; together "the parties",
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the Data Exporter to the Data Importer of the Personal Data specified in Annex 1.
INFUSE, as Processor currently uses the following Subprocessors:
Amazon (AWS)
DPO/Contact:
https://aws.amazon.com/
https://aws.amazon.com/compliance/eu-data-protection
Stripe
DPO/Contact: Adi Gilad, dpo@stripe.com
510 Townsend street, San Francisco, CA 94103
https://stripe.com
PayPal
DPO/Contact: Gareth Jones
2211 North First street, San Jose, CA 95131
https://www.linkedin.com/in/ghvjones/
Google Docs (Forms)
https://policies.google.com/privacy?hl=en
The Data Exporter has entered into a data processing addendum ("DPA") with the Data Importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the Data Importer will involve the transfer of Personal Data to Data Importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and applicable data protection law, the controller agrees to the provision of such Services, including the processing of Personal Data incidental thereto, subject to the Data Importer's execution of, and compliance with, the terms of these Clauses.
Clause 1
Definitions
For the purposes of the Clauses:
(a) 'Personal Data', 'Special Categories of Data', 'Process/Processing', 'Controller', 'Processor', 'Data Subject' and 'Supervisory Authority' shall have the same meaning as with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data; with the proviso where permitted by Applicable Law, if these Clauses govern a transfer of data relating to identified or identifiable corporate (as well as natural) persons, the definition of "Personal Data" is expanded to include those data
(b) 'Data Exporter' means the party who transfers the Personal Data in accordance with the terms of these Standard Clauses;
(c) 'Data Importer' means the party who agrees to receive Personal Data from the Data Exporter in accordance with instructions from the Data Exporter and the terms of these Clauses;
(d) 'Subprocessor' means any processor engaged by the Data Importer or by any other Subprocessor of the Data Importer who agrees to receive from the Data Importer or from any other Subprocessor of the Data Importer Personal Data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'Applicable Data Protection Law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of Personal Data applicable to a data controller in the jurisdiction in which the Data Exporter is established;
(f) 'Technical and Organizational Security Measures' means those measures aimed at protecting Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of Personal Data where applicable are specified in Annex 1 which forms an integral part of the Clauses.
Clause 3
Third-party beneficiary clause
1. The data subject can enforce against the Data Exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the Data Importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the Subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the Subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4
Obligations of the Data Exporter
The Data Exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the Personal Data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the jurisdiction where the Data Exporter is established) and does not violate the relevant provisions of that jurisdiction;
(b) that it has instructed and throughout the duration of the Personal Data processing services will instruct the Data Importer to process the Personal Data transferred only on the Data Exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the Data Importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves Special Categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection of the data;
(g) to forward any notification received from the Data Importer or any Subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a Subprocessor providing at least the same level of protection for the Personal Data and the rights of data subject as the Data Importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the Data Importer
The Data Importer agrees and warrants:
(a) to process the Personal Data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the Personal Data transferred; ata transferred;
(d) that it will promptly notify the Data Exporter about:
• (i) any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
• (ii) any accidental or unauthorised access, and
• (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
(e) to deal promptly and properly with all inquiries from the Data Exporter relating to its processing of the Personal Data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the Data Exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the Data Exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the Data Exporter;
(h) that, in the event of subprocessing, it has previously informed the Data Exporter and obtained its prior written consent; (0 that the processing services by the Subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any Subprocessor agreement it concludes under the Clauses to the Data Exporter.
Clause 6
Liability
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or Subprocessor is entitled to receive compensation from the Data Exporter for the damage suffered
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the Data Exporter, arising out of a breach by the Data Importer or his Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the data subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The Data Importer may not rely on a breach by a Subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in paragraphs 1 and 2, arising out of a breach by the Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the Subprocessor agrees that the data subject may issue a claim against the data Subprocessor with regard to its own processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the Subprocessor shall be limited to its own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
1. The Data Importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the Data Importer will accept the decision of the data subject:
• (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
• (b) to refer the dispute to the courts in the jurisdiction in which the Data Exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
1. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any Subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law.
3. The Data Importer shall promptly inform the Data Exporter about the existence of legislation applicable to it or any Subprocessor preventing the conduct of an audit of the Data Importer, or any Subprocessor, pursuant to paragraph 2. In such a case the Data Exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9
Governing Law
The Clauses shall be governed by the law of the jurisdiction in which the Data Exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11
Subprocessing
1. The Data Importer shall not subcontract any of its processing operations performed on behalf of the Data Exporter under the Clauses without the prior written consent of the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the Subprocessor which imposes the same obligations on the Subprocessor as are imposed on the Data Importer under the Clauses. Where the Subprocessor fails to fulfil its data protection obligations under such written agreement the Data Importer shall remain fully liable to the Data Exporter for the performance of the Subprocessor's obligations under such agreement.
2. The prior written contract between the Data Importer and the Subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third-party liability of the Subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the jurisdiction in which the Data Exporter is established.
4. The Data Exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the Data Exporter's data protection supervisory authority.
Clause 12
Obligation after the termination of Personal Data processing services
1. The parties agree that on the termination of the provision of data processing services, the Data Importer and the Subprocessor shall, at the choice of the Data Exporter, return all the Personal Data transferred and the copies thereof to the Data Exporter or shall destroy all the Personal Data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning or destroying all or part of the Personal Data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the Personal Data transferred and will not actively process the Personal Data transferred anymore.
2. The Data Importer and the Subprocessor warrant that upon request of the Data Exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.