Fuse Cooperative Membership Agreement

DETAILED MEMBER AGREEMENT

‍1. PURPOSE AND STRUCTURE OF FUSE COOPERATIVE

High level explanation of:

Purpose - why Fuse exists and was created, which is to facilitate specialization and cooperation in the staffing industry
Structure as an LCA, which is owned and managed by its members, who are the staffing firms using it, and
Financially we are essentially a non-profit who refunds profits back to members based on patronage.
Platform Cooperative, as a licensee of Gustav technology
Democratic governance with fair and inclusive decision making

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:

Help the Cooperative to fulfil its purpose, which is to facilitate specialization and cooperation in the staffing industry, and to operate by the values adopted by the Cooperative and its Members.
Pay for membership as set in the Bylaws and periodically updated by the Board.
Participate in Cooperative governance functions and responsibilities (like voting and engaging with working groups), patronize the Cooperative, and remain in good standing as a member. Patronizing the Cooperative means you will use the goods and services offered by or through the Cooperative, it may also mean that you will offer services to or through the Cooperative.
Agree to be bound by Cooperative’s Bylaws and the Articles, and other policies of the Cooperative, and you are aware that you can request a copy of the Bylaws.
Agree to keep all financial and proprietary information about the Cooperative or its Members private and confidential, and not to use it without permission even after termination of your membership.

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:

Understand that your status may be considered inactive if you don’t pay your membership fees or dues, and your rights may be suspended for a period because of that.
Understand that your membership is not transferable – so you cannot transfer it to another person, but the Cooperative may agree to buy it back from you. Your membership is also redeemable, which means that you are entitled to reimbursement of the membership fee that you paid, if any was paid, should you decide to no longer be a member in the Cooperative.
Understand that the benefits of your membership can be modified by the Board and management of the Cooperative at any time, without prior notice; however, the Board may not eliminate your financial rights and terminate your membership if you are a member in good standing. In case of changes to your benefits, the Cooperative will make such information available through its website, app, or another technology that gives you proper notice, and you accept the use of the Co-ops technology for these purposes. Future potential financial distributions related to your Co-op membership cannot be taken away by the Board.
Understand that the Cooperative will engage in fair and inclusive decision making, which means you will always have an opportunity to share your perspective, feedback, and advice for decisions which impact you. Additionally, the Cooperative will make major decisions, which impact most members, via a Consent Process, which means those affected will have an opportunity to consent or object to a proposal.If there is an objection, the Member has the responsibility to work with the Proposer to improve the proposal and overcome the objection.
Understand that the Cooperative will engage in fast and fair conflict resolution, assigning a trained and objective facilitator to help Members and/or the Cooperative to find resolution.
Understand that in case of dissolution of the Cooperative, or other occasion for extraordinary dividends to be paid to Co-op members, you may be entitled to some financial distributions that could result in a taxable event that you have a responsibility to claim on your tax returns.
Understand that, as a Cooperative Member, you have no authority to represent the Cooperative in any way. For example, you cannot use the name of the Cooperative to obtain credit, or enter into contracts on behalf of the Cooperative.
Understand that the Cooperative may put a lien on your membership to satisfy your financial obligations to the Cooperative; however, you may not require that the Cooperative offset any debts or claims that you owe to the Cooperative against any amounts that the Cooperative may owe to you.
Understand that the Board of Stewards and its representatives have the authority to enforce the terms of this Agreement.
Understand that the Cooperative’s Board or a vote of the Members may result in your termination if you fail to fulfil your obligations to the Cooperative. You acknowledge that you have access to the Bylaws describing the situations where this may happen and the procedure to be followed.

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.

5. MISCELLANEOUS:

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.

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Cooperative Membership Agreement - Detailed

DETAILED MEMBER AGREEMENT

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