Welcome to the combined Legal Hub for Fuse and Gustav. Here you will find all our legal agreements.
Last update on: May 25, 2023
1. PURPOSE AND STRUCTURE OF FUSE COOPERATIVE
High level explanation of:
2. STATEMENT OF BACKGROUND INFORMATION
This document is intended to guide the relationship between the Member and the Cooperative in their shared purpose of improving their businesses through the Cooperative services.
Once this Agreement is executed by both parties, you will be accepted by the Board of Stewards of the Cooperative (“Board” or “Board of Stewards”) to become a Member of the Cooperative, as defined in the Articles of Organization filed with the Secretary of State of Colorado, as amended from time to time (“Articles”) and Bylaws of the Cooperative, as amended from time to time (“Bylaws”). You are encouraged to become familiar with these documents; they are incorporated in this Agreement by reference.
As a Member, you will be issued one membership (“Membership Unit”) subject to the terms and conditions, rights and obligations contained in the Articles of Organization and Bylaws of the Cooperative and this Agreement.
3. AGREEMENTS OF THE MEMBER: By becoming a Member, you agree to:
The Cooperative intends to operate equitably, creating opportunities for the members to receive equitable distributions of benefits, and to participate in fair and inclusive decision-making. As part of this process, we believe that we must reach a number of understandings, described below:
4. INAPPLICABILITY OF THE AGREEMENT TO CERTAIN SITUATIONS:
This Agreement does not apply in the event of a merger, consolidation, sale of assets, or dissolution of the Cooperative. In these cases, the provisions of the Bylaws will apply.
Indemnification: The Member must pay for any losses, damages, or claims made against the Cooperative that occurred due to the Member's actions or omissions, or the members employees, officers, agents, and business invitees (“Affiliated Parties”).
Limitation of Liability: The Cooperative is not responsible for any losses or damages that happen because of the Member's use of information that is beyond the Cooperative's control. The Cooperative is not liable for any damages that arise from the Member's membership, their use of the Cooperative's services, or third-party services, or their Affiliated Parties. The Cooperative's total liability to the Member is limited to the membership price plus any patronage dividends that were declared but not yet paid to the Member at the time of the claim of liability.
Specific Enforcement: If either party violates this agreement, the other party can ask a court to stop them (an injunctive relief). This is in addition to other legal remedies. Both parties agree that paying money may not be enough to address the claim.
Additional Documentation Required: All parties must sign any additional documents that the Cooperative decides that are necessary to fulfil this Agreement and the Member’s obligations to the Cooperative.
Term: This Agreement lasts for as long as the Member is a Member in the Cooperative.
Entire Agreement: This Agreement contains all of the details of the parties' agreement and supersedes any previous negotiations or agreements, written or oral, about the matters in this document. This Agreement can only be changed in writing by the Cooperative and all Members. If any part of this Agreement is illegal or unenforceable, it won't affect the rest of the Agreement. Both parties intend this Agreement to be binding and to bind their heirs, legal representatives, successors, and assigns, for as long as there is a membership relationship between them.
Severability: If any part of this Agreement is illegal or unenforceable, it won't affect the rest of the Agreement.
The laws of the State of Colorado will govern this Agreement, and the parties agree that the venue for enforcement of this Agreement will be in the U.S. jurisdiction against whom any claims are brought under this Agreement
You and the Cooperative agree that, in the event that (i) a dispute arises between you and the Cooperative concerning this Membership Agreement, and any other agreements between you and the Cooperative, and (ii) if we are unable to resolve the dispute through discussion, we agree to submit that dispute to mediation and the dispute resolution mechanism indicated here and other policies of the Co-op, before the dispute is arbitrated or taken to court. In any event, you agree to and by signing this Agreement you do WAIVE ANY RIGHT TO A JURY.