Last Updated: January 12, 2026
These Enterprise Consignment Terms (these “Terms”) supplement and govern the Consignment Specifics entered into by and between Fuze Technology Inc., a Delaware corporation (“Fuze”) and the Merchant identified in the Consignment Specifics (“Merchant”).
Merchant acknowledges and agrees that each End User’s use of the Stations is governed by Fuze’s Terms of Service. Merchant acknowledges and agrees that Fuze’s collection and processing of certain of End Users’, Merchant’s, and/or Merchant’s representatives’ information in connection therewith is governed by the terms of Fuze’s Privacy Policy (“Privacy Policy”). These Terms, the Consignment Specifics, the Privacy Policy, and any supplemental terms or exhibits to any of the foregoing collectively form the “Agreement” between Fuze and Merchant. Capitalized terms used, but not defined, in these Terms are defined in the Consignment Specifics. If any term in these Terms conflicts with the Consignment Specifics and/or the Privacy Policy, the Consignment Specifics control.
1. Modifying the Agreement.
(a) The Consignment Specifics may only be modified by a written document signed by an authorized representative of each of Fuze and Merchant.
(b) Fuze may change these Terms from time to time and will post any such changes at https://www.chargefuze.com/enterprise-consignment-terms with a revised “Last Updated” date above. Any material changes to these Terms will only take effect as to Merchant in the next Renewal Term (if any).
2. Rental. Fuze grants Merchant the right to possess the Stations at the Venues during the Term in accordance with the terms of the Agreement for the purpose of allowing Venue patrons to access and use Rentals.
3. Fees/Proceeds. Except as otherwise provided in the Consignment Specifics, the Stations are being provided to Merchant on a gratis basis during the Term and all proceeds from Rentals will be collected and retained by Fuze. Any payments by Merchant and End Users to Fuze will be facilitated by Fuze’s payment processors (such as Stripe and Apple Pay) in compliance with industry standards, including PCI-DSS compliance, and as may be further specified in the Privacy Policy.
4. Expenses. Merchant is solely responsible for providing and paying for all utilities necessary for the operation of the Stations at the Venues (e.g., electricity and internet connectivity (if necessary)). Except as otherwise provided in the Consignment Specifics, Fuze will be solely responsible for all expenses relating to the delivery of the Stations to, and removal of the Stations from, the Venues.
5. Intellectual Property.
(a) At all times during and after the Term, Fuze will retain title to the physical Stations and all right, title and interest in and to all related software, technology (including hardware, products, processes, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), and other intellectual property owned or licensed by Fuze (the “Intellectual Property”). Merchant acquires no property or ownership rights in the Stations or the Intellectual Property. Merchant will not sell, mortgage, pledge or otherwise convey any interest in the Stations, or subject them to any lien, encumbrance or legal process.
(b) Fuze may display Merchant’s name, the name of each Venue, and any associated logos or trademarks that Merchant may provide to Fuze for the purpose of advertising and marketing Rentals at each Venue and identifying each Venue’s location to End Users.
6. Security and Privacy. Fuze has implemented and will maintain commercially reasonable technical and organizational security measures, in accordance with industry standards, to protect the Stations, their software and, in accordance with the terms set forth in the Privacy Policy, any End User information processed thereby against unauthorized disclosure or access by unauthorized third parties.
7. Additional Responsibilities.
(a) Unless otherwise stated elsewhere in the Agreement, Fuze agrees that it will be solely responsible for (i) all Rental transactions with End Users; and (ii) all costs, and risk of loss, arising from the delivery of the Stations to and from the Venues.
(b) Unless otherwise stated elsewhere in the Agreement, Merchant agrees:
(i) To maintain the Stations in their condition as delivered, ordinary wear and tear excepted;
(ii) To ensure the Stations remain clean and unobstructed;
(iii) To promptly notify Fuze of any damage, malfunction, theft, or loss of any Station or component thereof, and to reasonably cooperate with Fuze in any investigation or insurance claim related to such incident; and
(iv) Upon the expiration or termination of the Agreement for any reason, to surrender the Stations by providing Fuze and its agents with (1) full and unhindered access to the Venues during reasonable hours for the purpose of uninstalling and removing the Stations and (2) reasonable assistance in connection with the removal of the Stations from the Venues.
8. Confidential Information.
(a) “Confidential Information” of a party means all proprietary, technical or business information (including all data), and all intellectual property of such party, its affiliated entities, or other third parties doing business with such party that: (i) is disclosed to, accessed by or otherwise learned by the other party in the course of the negotiation or performance of the Agreement; and (ii) is marked or indicated as confidential (or with similar words) or would reasonably be expected to be confidential given the nature of the information or the circumstances around its disclosure. Merchant agrees that the terms of the Consignment Specifics, the Intellectual Property and End User data used or processed in connection with the Stations constitute Fuze’s Confidential Information.
(b) During the Term and thereafter, each party agrees not to: (i) access or use the Confidential Information of the other party except as necessary to perform its obligations or exercise its rights under the Agreement; or (ii) disclose or otherwise knowingly allow access to the Confidential Information of the other party to any individuals or third parties except as provided in clause (c) below. In addition, each party will protect the Confidential Information of the other party with at least the same level of care as it protects its own similar confidential information, but not less than a commercially reasonable level of care.
(c) Either party may disclose relevant aspects of the other’s Confidential Information to its officers, directors, employees, professional advisors (including accountants and attorneys), contractors and other agents solely to the extent such disclosure is necessary for the performance of their obligations to such party; provided, however, that the disclosing party causes the Confidential Information to be held in confidence by the recipient to no less than the same extent and in the same manner as required hereby. In addition, either party may disclose Confidential Information of the other party to the extent required to comply with any laws or orders of a court of competent jurisdiction; provided, however, that such party (i) promptly notifies the other party of any actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure upon becoming so obligated, and (ii) cooperates with the other party’s efforts, at the other party’s sole cost and expense, to obtain a protective order or otherwise resist, limit or delay such disclosure.
(d) The restrictions on use and disclosure in this Section 8 will not apply to information that: (i) is already known to the receiving party, as demonstrated by prior existing records, when it was disclosed by the other party; (ii) is or becomes known to the public through no fault of the receiving party or its officers, directors, employees, professional advisors, contractors or other agents; (iii) is lawfully received by a party from a third party where the third party has not required that party to maintain the information in confidence; or (iv) the receiving party establishes by documentary evidence is or was developed by the receiving party independently of disclosure by or receipt from the other party.
(e) Upon a party’s request and as directed by such party, the other party will promptly return all Confidential Information of the requesting party and all written materials that contain, summarize, or describe any such Confidential Information. Each party will promptly notify the other of any unauthorized possession, use or knowledge of the other’s Confidential Information of which such party is aware.
9. Disclaimer of Warranties.
THE STATIONS, CHARGERS AND ALL RELATED INTELLECTUAL PROPERTY DELIVERED UNDER THE AGREEMENT ARE PROVIDED “AS IS” AND FUZE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT THERETO. ALL CONDITIONS, WARRANTIES, AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED, INCLUDING, WITHOUT LIMITATION, ANY CONDITIONS OR WARRANTIES RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
10. Limitation of Liability.
(a) NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY (WHETHER IN TORT, EQUITY, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY IN ACCORDANCE WITH APPLICABLE LAW) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, OR LOST BUSINESS OR PROFITS INCURRED BY MERCHANT, FUZE OR ANY OTHER PERSON, RELATING TO THE AGREEMENT OR THE STATIONS OR CHARGERS PROVIDED UNDER THE AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. NOTWITHSTANDING THE FOREGOING WAIVER OF THE FOREGOING TYPES OF DAMAGES, THIS SECTION 10(A) SHALL NOT APPLY TO LIMIT MERCHANT’S DAMAGES ARISING OUT OF OR RELATED TO (I) MERCHANT’S INDEMNITY OBLIGATIONS UNDER ANY AGREEMENT ENTERED INTO BY THE PARTIES, (II) MERCHANT’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR (III) MERCHANT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(b) FUZE’S TOTAL LIABILITY TO MERCHANT FOR ALL DAMAGES, INCLUDING DIRECT CLAIMS, LOSSES, COSTS, FINES, SETTLEMENTS, PENALTIES, COURT COSTS, AND REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR RELATED TO THE AGREEMENT, SHALL NOT EXCEED $10,000. THE FOREGOING LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, CLAIMS ARISING OUT OF (I) FUZE’S INDEMNITY OBLIGATIONS UNDER ANY AGREEMENT ENTERED INTO BY THE PARTIES, (II) FUZE’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (III) FUZE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (IV) ANY PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH.
11. Arbitration.
In the event that the parties are unable to resolve any dispute, controversy, or claim arising out of, or relating to this Agreement informally, the dispute, controversy, or claim arising out of, or relating to this Agreement must be submitted to confidential, final and binding arbitration. The arbitration will be initiated and conducted in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitration will be conducted in New York County, New York, before a single neutral arbitrator appointed in accordance with the JAMS Streamlined Arbitration Rules and Procedures. Each party shall bear its own costs and attorney’s fees and shall share equally the fees and expenses of the arbitrator and JAMS. The arbitrator will follow New York law in adjudicating the dispute. The parties waive the right to seek punitive damages, and the arbitrator will have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction. The party seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.
12. Miscellaneous.
(a) Entire Agreement/Waiver. The Agreement contains the entire understanding between the parties and supersedes all prior agreements, representations and undertakings whether oral or written. It may only be modified, supplemented or altered by a writing signed by both parties. No failure or delay on the part of either party in insisting on compliance herein or in exercising any right, power or remedy under the Agreement will operate as a waiver or modification thereof; nor will any single or partial exercise of any such right, power or remedy under the Agreement, preclude any other or further exercise or any other right, power or remedy under the Agreement.
(b) Validity of Agreement. In case any term of the Agreement is held invalid, illegal, or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of any other terms will be affected thereby.
(c) Choice of Law. The Agreement is governed by the laws of the State of New York without regard to its jurisprudential or statutory conflicts of laws rules. Any claim, dispute or disagreement with respect to the relationship between the parties or the Agreement will be submitted for arbitration under Section 11 above; provided, however, that Section 11 does not restrict a party’s ability to seek preliminary injunctive relief to the Federal District Court for the Southern District of New York. All parties submit to the personal jurisdiction and venue of the Federal District Court for the Southern District of New York.
(d) No Joint Venture. The Agreement creates no partnership, employment, joint relationship, joint venture, master-servant, or mutual responsibility on behalf of one party for the debts or liabilities of the other. The parties agree that Fuze is acting as an independent contractor of Merchant. Neither party has the power to bind nor obligate the other.
(e) Electronic Signatures. The parties agree that the Agreement may be executed electronically. As such, the parties agree that electronic signatures, including those delivered by PDF or signed through an electronic signature system (e.g., DocuSign or PandaDocs), have the same effect as a handwritten signature. The parties waive any and all rights to object to the enforceability of the Agreement based on the form or delivery of signature.
