Welcome to the combined Legal Hub for Fuse and Gustav. Here you will find all our legal agreements.
Last update on: August 31, 2023
This document provides for two different sets of agreements (together referred to as the “Agreement”):
(i) Membership Related Agreements. It sets the context for your rights and obligations as a member of Fuse Cooperative. This section incorporates the integrality of the Membership Agreement, the Articles of Organization and the Bylaws of Fuse, including the amendments made to these documents by Fuse, referred to collectively as the “Organizational Documents”. If there is a conflict between this document and the Organizational Documents, then the Organizational Documents will control.
(ii) Network Services Agreement. These sections govern your commercial relationship with Fuse Cooperative as a Prime Vendor or Sub-Vendor. Unlike the Membership Related Agreements section, the Network Services Agreement is not a summary of your rights and obligations. It is intended to cover all your rights and obligations to Fuse, to Prime Vendors, and/or to Sub-Vendors. The Network Services Agreement also incorporates the terms of the following agreements: Gustav User Agreement and Gustav Terms of Service. You are required to comply with those agreements as well. When there is a conflict between them, they will control in the following order:
a) For terms relating to your role as Prime Vendor or Sub-Vendor, then this Agreement controls.
b) For provisions controlling your use of Fuse and Gustav’s websites and platforms, then the User Agreement and the Terms and Gustav Terms of Service will control if there are any conflicts.
c) All legal agreements between members and/or Fuse are subject to Fuse’s dispute resolution processes, as provided in this agreement for members, and in the Gustav User Agreement for non-members.
1. PURPOSE AND STRUCTURE OF FUSE COOPERATIVE
The purpose of Fuse Cooperative is to facilitate specialization and cooperation in the staffing industry, so that our members can enjoy more success together.
Fuse is structured as a Colorado Limited Cooperative Association, which means Fuse is legally owned and managed by its Staffing Firm Members (“Member”), who are either providing jobs as a Prime Vendor (“Prime Vendor”), or providing candidates as a Sub-vendor (“Sub-vendor”), depending on the specific job opportunity.
Financially, Fuse operates similar to a non-profit, as we will refund any annual profits (after debt payments and retained earnings, this may be called Patronage Dividends or Patronage Distributions in our legal documents or the law) back to our Members based on your patronage activities (“Patronage”), which is an accounting of the value or money that you have contributed to the Co-op. All fees paid to Fuse by members using Fuse Services and/or the Gustav VMS software subscription fees, are referred to as Patronage Fees.
Fuse Members share jobs and candidates on the Gustav VMS technology (“Gustav”), of which Fuse is a licensee. While Fuse does not legally own Gustav, we do have an agreement to collect revenue, and inform the software roadmap, so that our Members can utilize the software to fulfill our purpose.
By executing this Agreement, you understand that it means that you agree to the provisions contained in the Membership Agreement. By checking this box to confirm your voluntary acceptance as a member of Fuse, with immediate effect.
You understand that as a member of the Cooperative, you may be entitled to financial distributions, when the board of stewards determines that the Cooperative has profits available for distribution to the members. As a condition to receiving the distributions when available, you understand and agree that it is your obligation to include those amounts in your taxes. The Cooperative will not be responsible for the taxes owed over those amounts. Also note that the profits may be allocated to an internal account that the Cooperative designated for you, for payment at a later date. In this case, the Cooperative may be required to make a smaller distribution to allow you to pay your taxes due over that allocation. Check this box to confirm you understand and agree to this provision.
Note, if you fail to fulfill your obligations to the Cooperative, which includes participating in governance and in voting when requested, engaging in the activities of Prime Vendor or Sub-Vendor, not abiding by the Cooperative’s policies and agreements, or engaging in activities that do not align with the cooperative’s interests or purpose, then your membership may be terminated by a vote of the board of stewards of the Cooperative and the other members, and your access to the services of the Cooperative may be limited. You acknowledge that you have access to the Bylaws describing the situations where this may happen and the procedures that will be followed. Check this box to confirm you understand and agree to this provision.
Fuse Members cooperate in a facilitated recruitment Network, which features:
This Network Services Agreement (“Fuse NSA Terms”) define the terms and conditions under which Fuse offers and you agree to use Fuse’s Cooperative Network Services (“Fuse Services”), as described in these terms. These Fuse NSA Terms are in addition to and, except where explicitly stated, do not supersede, replace, or limit other similar terms in the Gustav Terms of Service. Please see item (ii) in the initial considerations of this Agreement, concerning the order of application of each agreement.
Capitalized terms not defined in this Agreement are defined in the Gustav User Agreement or elsewhere in the Gustav Terms of Service. Collectively, the Organizational Documents, the Fuse Membership and Fuse NSA Terms, the Gustav User Agreement, and the Gustav Terms of Services are referred to as the “Collective Terms and Conditions.”
IN ORDER TO USE FUSE’S SERVICES YOU AGREE TO BE BOUND BY THE FUSE NSA TERMS AND THE DISPUTE TERMS IN THE GUSTAV USER AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING THE DISPUTE TERMS, YOU MAY NOT ACCESS OR USE ANY FUSE SERVICES.
1. Scope
Fuse is a cooperative platform that connects and facilitates Prime Vendors and Sub-vendors to make staffing placements together. When an End Client (“End Client”) organization requests staffing services from a Prime Vendor, Fuse helps the Prime Vendor use the Gustav VMS to connect with Sub-vendors who submit candidates for the Prime Vendor's job orders. Once the Prime Vendor confirms that an End Client has hired a Sub-vendor's candidate, they become a Worker (“Worker”) in a placement, and enter into an agreement to create a Work Assignment (“Assignment”). This entire facilitated partnering process is what we call “Fuse Services”.
There are three (3) types of Assignments: Direct Hire / Permanent Placement, where the End Client is the Employer-of-Record (“EOR”); Corp-to-Corp (“C2C”) Contractors where the Sub-Vendor is the EOR; and Referral Fee Contractors with Prime Vendor as the EOR. The Assignment details, such as: job title, start date, end date, rates, and fees will be executed in an additional agreement (“Exhibit A”, named Assignment Agreement). Workers must sign an employee consent agreement (“Exhibit B”, named Employee Agreement). Payments will be made through the billing and payment processing technology of Ascen Workforce, LLC (“Ascen”), or through the Prime Vendor’s existing payment process. Prime Vendors and Sub-vendors agree to use Fuse exclusively to invoice, receive, and pay any amounts owed under the Assignment. Fuse also assists all parties in resolving disputes related to contracts. All parties are solely responsible for paying their own workers for any work performed.
2. Sub-vendor Verification
Fuse assumes full responsibility and liability for determining the authenticity of Sub-vendors and engaging them as verified member providers, including validating: W-9, business registration, and insurance coverage. Fuse warrants the correctness of its decisions and compliance with applicable laws, regulations, and rules, however, Fuse is not responsible for underlying false information provided by Prime Vendor or Sub-Vendors that led to such decisions. Each party providing information to Fuse is responsible for the accuracy of the information they provide, see section 12.
3. Fees & Processing
3.a. Contract/C2C (Sub-vendor as EOR/H-1Bs)
The Prime Vendor is required to enter the Assignment’s Hourly Bill Rate into a Contract / C2C job posting type in the Gustav VMS. The Sub-vendor’s Assignment Bill Rate (“Bill Rate”) is the amount that the Prime Vendor pays the Sub-vendor for each hour the Worker has worked, and will be invoiced by Fuse to the Prime Vendor.
After the successful placement of a contractor candidate with a Prime Vendor’s End Client, the Prime Vendor is required to mark the candidate as HIRED in Gustav, and also notify Fuse via email at help@fuse.coop and include the Job Order ID/Name and the confirmed rates.
In the Assignment Agreement “Exhibit A” Fuse will calculate a Patronage Fee (“Patronage Fee”) of 2% of the Sub-vendor’s Bill Rate will be paid by both the Prime Vendor and the Sub-vendor. The billing process is that a 2% Patronage Fee will be added to each invoice paid by the Prime Vendor, and then Fuse will pay the Sub-vendor the Bill Rate and deduct an additional 2% Patronage Fee. For example, if the Bill Rate is $100/hr, for one hour worked, Fuse will charge the Prime Vendor $102, and the Sub-vendor will receive $98.
On behalf of the Sub-vendor, Fuse will automatically invoice Prime Vendor for Assignments on a weekly basis, via the billing technology of Ascen.
The Prime Vendor agrees to pay invoices within 30 days from the date of each invoice.
Payments to the Sub-vendor are distributed by Fuse within five business days of receipt from the Prime Vendor. Payment will not be made until Fuse receives payment from the Prime Vendor. Sub-vendor expenses will not be reimbursed unless authorized by Prime Vendor in writing and comply with any reimbursable policy or procedure.
3.b. Referral Fee (Prime Vendor as EOR)
The Prime Vendor is required to enter the Referral Fee per Hour into a Referral Fee job posting type in the Gustav VMS, which is the per hour amount they are willing to share with the Sub-vendor. After the successful placement of a contractor candidate with a Prime Vendor’s End Client, the Prime Vendor is required to mark the candidate as HIRED in Gustav, and notify Fuse via email at help@fuse.coop and include the Job Order ID/Name and the confirmed rates.
In the Assignment Agreement “Exhibit A” Fuse will calculate the monthly fees to be charged to the Prime Vendor based on the hourly gross margin dollar and will add the Patronage Fee percentage of 10% for each party, as an uplift. The Sub-vendor will receive the full amount of the Referral Fee that is in the Gustav VMS, since all the fees are an uplift.
3.c. Direct Hire/Permanent Placement (End Client as EOR)
The Prime Vendor is required to enter the Annual Salary Range and Sub-vendor Recruiter Fee percentage into a Direct Hire job posting type in the Gustav VMS. After the successful placement of a candidate at a Prime Vendor’s client, the Prime Vendor is required to mark the candidate as HIRED in the Gustav VMS, and also notify Fuse via email at help@fuse.coop and include the Job Order ID/Name and the confirmed Annual Salary.
In the Assignment Agreement “Exhibit A” Fuse will calculate the fees to be charged to the Prime Vendor, which adds a Patronage Fee of 10% of the Sub-vendor Recruiter Fee paid by each party, charged as an uplift on top of the Sub-vendor Recruiter Fee. The Sub-vendor will receive the full amount of the Recruiter Fee that is listed in the Gustav VMS, since all the fees are an uplift.
4. Guarantee Period for Direct Hires
A 90-day guarantee applies to all direct hire placements made through the Fuse platform ("Guarantee Period"). If a candidate hired by the Prime Vendor does not remain employed by the Prime Vendor's client during this period, except due to job elimination, downsizing, or layoff, no Placement Fee is owed. The Prime Vendor must inform Fuse promptly if a candidate is no longer employed, providing the termination reason and indicating their intent to use this guarantee. This notification must reach Fuse within 5 days after the Guarantee Period concludes. Failure to notify implies the Guarantee Period is fulfilled, and no Placement Fee refund is possible, regardless of the candidate's status. When timely notification is received, Fuse will refund any paid Fee within 30 days, along with Sub-vendor Incentives.
5. Taxes
Fuse Patronage Fees do not include taxes, and Fuse may be required by law to collect certain taxes or levies, which may change based on your area's laws. If required by law, Fuse will collect these taxes or levies in addition to the fees owed.
6. Non-Payment or Default
If a Prime Vendor fails to pay Fuse fees or any other amounts due under the Terms of Service, Fuse will be entitled to the remedies described in this Section, in addition to other available remedies. The Prime Vendor will be deemed in default if they fail to pay fees, fail to pay a balance due, fail to pay an invoice, or take actions resulting in a negative balance. Fuse may close the Prime Vendor's account and revoke access to the Fuse platform, and the Prime Vendor remains responsible for any outstanding amounts. Fuse may charge owed amounts to any Payment Method on file, set off amounts due, and report to credit agencies and law enforcement.
Fuse does not guarantee that Prime Vendor is able to pay or will pay fees, and Fuse is not liable for and may reverse fees owed to Sub-vendor if Prime Vendor is in default, was not paid by the End Client, or initiates a chargeback of funds with their financial institution. Sub-vendor may use the dispute process as described in the User Agreement in order to recover funds from Prime Vendor in the event of a default or may pursue such other remedies against Prime Vendor as Sub-vendor chooses.
7. Term
The Fuse Services Term begins on the Effective Date and can be terminated without cause by any party with thirty days notice. Breach of the Terms by any Party can result in termination if not cured within ten days. The Sub-vendor term is complete when an Assignment is complete or by breach of the terms. Section 6 (“No-payment or Default”) still applies after termination.
8. Non-Circumvention & Cancellation Fee
For any candidates submitted via the platform, you must process payments exclusively through Fuse. For two years (the “Non-Circumvention” period) from the creation of any Assignment you will not pay, or receive payments, from the other Party, other than through Fuse. During the Non-Circumvention period, you cannot refer a Fuse user to a non-Fuse third party for payment purposes, unless the payment is made or received through Fuse. Violating this Section can result in permanent Account suspension.
This Section still applies if you choose to continue an Assignment and stop using Fuse. In that case, you must pay Fuse a Cancellation Fee (“Cancellation Fee”) for each Assignment, which is 20% of the annual estimated earnings for the worker. If Parties created Assignments together before agreeing to these Fuse NSA Terms, then the Non-Circumvention period does not apply to those Assignments.
9. Non-Solicitation of H-1Bs
During the term of this Agreement and for a period of one (1) year thereafter, Fuse or Prime Vendor shall not solicit, hire, transfer visa, or offer any employment directly or indirectly either by itself or through its affiliates to H-1B candidates that the Sub Vendor has submitted to Prime Vendor members through the Gustav VMS, unless the Sub-vendor provides specific written permission.
10. Contract-to-Hire Conversion Fee
When an End Client provides a contract-to-hire Conversion Fee (“Conversion Fee”) for a job, the Prime Vendor will disclose the Conversion Fee structure in the job posting so that the sub-vendor can decide whether or not to submit candidates under those terms. If the End Client decides to permanently hire the Worker during the Assignment, the Prime Vendor will split the Conversion Fee equally with the Sub-vendor on a 50% / 50% basis. Fuse will deduct the Patronage Fee from the total Conversion Fee before splitting it between the Prime and Sub-vendors. Violating this Section can result in permanent Account suspension.
11. Indemnification & Limitation of Liability
On or before commencement of services under any Assignment, Sub-vendor shall deliver to Fuse an original Workers Agreement, executed by all Workers named in each Assignment. Sub-vendor must indemnify and hold Fuse and Prime Vendor harmless from worker claims. The Parties indemnify, defend, and hold harmless all Parties and affiliates from all claims, liabilities, and expenses arising from your use of Fuse Services, the Gustav platform, Service Contracts, noncompliance with Terms/Laws, negligence/misconduct/fraud, and infringement of third-party rights. Indemnified Claims are those brought against an Indemnified Party, while Indemnified Liabilities are those brought by an Indemnified Party.
Limitation of Liability: To the maximum extent allowed by the law, neither party nor its affiliates, officers, directors, employees, agents, or suppliers will be held responsible for damages (whether indirect, incidental, consequential, special, reliance, or punitive damages). This includes losses or estimated lost profits or royalties, lost data, loss of other contracts, or the cost of finding replacement goods or services. In no situation will either party's total liability for any claims related to this agreement go beyond either $50,000 or the total amount of payments made by the member to Fuse during this service relationship, whichever amount is less. If you want to make a claim for damages, you must do so within one year of the incident in question, or the claim will be prohibited.
12. Sub-vendor Services
Sub-vendor will provide a person who is an employee of the Sub-Vendor ("Worker") as needed to perform services under the supervision of Prime Vendors or End Clients, as specified in the Assignment. The services will be directed and supervised by Prime Vendors or their End Clients. Sub-vendor is not restricted from providing services to other individuals or companies during the term of this Agreement, unless it conflicts with the Fuse NSA Terms. Fuse may engage other sub-vendors, independent contractors, or employees to provide similar services to Prime Vendor at any time.
13. Sub-vendor is Employer
Sub-vendor must be the direct employer of Workers on Assignment. If the worker is an H-1B then the Sub-vendor must also be the direct sponsor of the Worker. Workers are not, and shall not be deemed to be, employees of Fuse, the Prime Vendor, or the End-Client.
A breach of this Section is a material breach of the Fuse Terms and may result in suspension of your Account and a Conversion Fee. Sub-vendor and Workers must comply with employment eligibility verification and Immigration Reform and Control Act provisions. Sub-vendor shall provide an accurate Form i-9 for all Workers and comply with Department of Labor regulations regarding Labor Condition Application attestations and site-posting requirements.
You agree to notify Fuse immediately if there is any evidence a Worker on Assignment is an employee of an organization other than the Sub-vendor. If you are aware of a breach or potential breach of this section 11, please submit a confidential report to Fuse at team@hellogustav.com.
14. Sub-vendor Responsibility for Candidate Fraud
Unfortunately, candidate fraud and misrepresentation of work visa, work history, and/or qualifications is common in the staffing marketplace. Sub-vendor has the responsibility to verify all credentials of every candidate that is submitted, and provide the direct personal contact information (e.g. email, phone number, LinkedIn url) of each candidate upon submission. Sub-vendor cannot submit candidates whose contact information (phone, email or LinkedIn) does not belong to the candidate themselves.
Fuse will also verify the credentials of candidates and if a candidate is found to have misrepresented or falsified any information, including visa, work history, references, qualifications, or any credentials, the Sub-vendor will be held responsible. This may result in a financial penalty, bad ratings in the Gustav vendor profile, or banishment from the marketplace. Fuse disclaims all liability relating to these fraudulent actions and the parties agree to hold Fuse harmless for any claims relating to it.
15. Sub-vendor Employer Payment Obligations
Sub-vendor is solely responsible for paying wages, withholding taxes, and providing benefits for its employees on Assignment. Fuse and Prime Vendor are not liable for these obligations. Sub-vendor Workers must submit timesheets and expenses on time, and Sub-vendor is solely responsible for accuracy and timeliness. If Sub-vendor fails to make prompt payment to Workers, Fuse may transfer the Worker, or contract directly with Workers for services.
16. Sub-vendor Representations and Warranties
Sub-vendor is a validly existing corporation with the authority to conduct business in all relevant jurisdictions. The board of directors has authorized the transactions contemplated by this Agreement and the person signing this Agreement on behalf of the Sub-vendor is authorized to do so. Sub-vendor represents and warrants that it and its contractors have no conflicting obligations and will not use proprietary information of others. All services will be provided to the highest professional standards, while abiding by Prime Vendor's rules. Sub-vendor has provided complete and accurate information to Fuse, and there are no undisclosed material facts that would adversely affect their ability to perform the services.
17. Sub-vendor Insurance Obligations
Sub-vendor must maintain the following insurance policies while performing services under this Agreement and for one year after:
This insurance cannot be terminated without prior written notice to Fuse, includes Prime Vendor, Fuse, and their affiliates as additional insureds, is primary coverage for all insureds, and provides a waiver of subrogation. Sub-vendor must provide certificates or other evidence of insurance before starting services.
18. Dispute Resolution Practice
Fuse is committed to assisting and facilitating with an informal resolution of disputes before turning to formal arbitration, as defined in our User Agreement. Upon request, Fuse will assign a trained facilitator who will engage both parties to understand the dispute, and then will suggest a process to find a mutually agreed upon resolution.
19. Intellectual Property
Sub-vendor and its Workers agree that any intellectual property created during the assignment to Prime Vendor will belong solely to Prime Vendor, or its End Client. Sub-vendor and Workers assign all copyrights, patents, and trade secrets to Prime Vendor and will assist in securing and enforcing these rights. Sub-vendor and Workers will not claim additional compensation for signing any necessary documents. They will promptly disclose all intellectual property to Prime Vendor and return all materials obtained from Prime Vendor at the end of the assignment. Sub-vendor represents that it has the authority to make this commitment on behalf of the Workers and that the Workers are obligated to this provision by virtue of other agreements between the Sub-vendor and its Workers.
20. Equal Employment Opportunity
All parties agree to comply with all applicable equal employment opportunity laws, including Title VII of the 1964 Civil Rights Act as amended, the Americans with Disabilities Act as amended, and, if applicable, the affirmative action requirements of Executive Order 11246, the Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans Readjustment Act of 1974, as amended.
21. General
The Collective Terms and Conditions defined in this Agreement constitute the entire agreement and supersede all prior agreements regarding the matters covered. You agree that you accepted these terms based solely on the content herein, and any modifications or amendments must be in writing and signed by both parties. However, Fuse may amend the terms with prior notice and posting the revised version on Fuse’s website. Your continued use of the Fuse Services after the effective date of the revised terms constitutes your acceptance of the terms, including such modifications or amendments. In case of conflict, applicable payment instructions shall govern over these terms and these terms shall govern over any other agreement in the Gustav Terms of Service.
