Legal
Terms of Service
Last updated: January 1, 2026
These Terms of Service (“Terms”, “Agreement”) constitute a legally binding agreement between you (“Client”, “Company”, “you” or “your”) and Fusio, Inc., a Delaware corporation (“Fusio”, “we”, “us” or “our”). By accessing or using our portal, services, or software (the “Services”), you agree to be bound by these Terms. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind that entity to these Terms.
1. Definitions
- “Service” means Fusio’s online portal, software platform, and related executive search, board member, advisor, and senior leadership sourcing and recruiting services provided to you under these Terms.
- “Onboarding” means the process by which Fusio evaluates your requirements (scope, seniority, number of roles, geography, etc.), defines deliverables, pricing schedules, and grants you access (login credentials) to the Fusio portal.
- “Scope” means the number, type (board member, advisor, senior leadership), geographic region, language, and any special qualifications or constraints for roles you engage us to source.
- “Candidate” means individuals identified by Fusio and made available to you via the Services.
- “Login Credentials” means the username, password, or other authentication you use to access your Fusio portal account.
2. Services, Onboarding and Pricing
2.1 Services Overview
Fusio provides executive search, headhunting, and recruiting services via a secure online portal, focused on board members, advisors, and senior leadership hires.
2.2 Onboarding Proposal
Prior to providing access to the Service, Fusio will supply you with a written proposal specifying (i) the Scope of roles we will assist with, (ii) delivery timelines, (iii) pricing, and (iv) any additional terms. You must accept the proposal in writing (which may be electronic) before Fusio begins work under this Agreement.
2.3 Pricing & Payment
Pricing is based on Scope and complexity of your requirements. Fees may include fixed fees, retainers, success fees, subscription or membership charges, as specified in your onboarding proposal. Unless otherwise stated, all amounts are due within thirty (30) days of invoice. Late payments incur interest at the maximum rate permitted by Delaware law or 1.5% per month, whichever is less.
2.4 Changes to Scope
If you request changes to Scope after onboarding, Fusio shall issue a revised proposal; additional fees or timeline modifications may apply.
3. Use of Portal and Account Responsibilities
3.1 Account Registration and Access
After onboarding, you will receive Login Credentials to access the Fusio portal. You agree: (a) to provide accurate, current, and complete information; (b) to maintain security of your login; (c) to notify us promptly of any unauthorized use.
3.2 Acceptable Use
You shall use the Service in compliance with applicable laws, and in a respectful manner toward Fusio, its Candidates, and other Clients. You shall not attempt to bypass or undermine Fusio’s role in sourcing, presenting or vetting Candidates. In particular, you agree not to recruit, solicit, engage, or attempt to engage any Candidate introduced or presented via the Fusio portal outside of Fusio’s process without Fusio’s express written permission. Violation may result in remedies including additional fees equal to the full success fee, suspension or termination of access, legal action, and indemnification for damages incurred.
4. Candidate Submissions, Interviews, and Hiring
4.1 Presentation of Candidates
Fusio will present Candidates per the Scope. You are free to interview, evaluate, accept or reject any Candidate. Fusio makes no guarantee as to Candidate performance, suitability, or outcome of hiring decisions.
4.2 Decision-Making Discretion
You retain full discretion over which Candidates, if any, to hire or engage. Fusio does not make employment decisions or offer employment; our role is advisory, sourcing, and facilitating introductions.
4.3 No Liability for Bad Hires or Board Member Performance
You expressly agree and acknowledge that Fusio is not liable for any losses, damages, costs, or liabilities arising from hiring, onboarding, or engaging any Candidate, including without limitation failure to perform, breach of fiduciary duty, professional misbehavior, misconduct, poor judgment, lack of qualifications, or any other action or inaction by a Candidate after they are hired or appointed. You are solely responsible for conducting your own due diligence, background checks, reference verification, and assessment of any Candidate’s suitability for board membership, advisory roles, or senior leadership positions.
5. Non-Solicitation and Protection of Fusio’s Candidate Relationships
5.1 Non-Solicitation
During your use of the Service and for twelve (12) months after termination or expiration of these Terms, you shall not, directly or indirectly, solicit, recruit, hire, or engage any Candidate introduced via the Fusio portal outside of Fusio’s process without Fusio’s express written permission. Any violation of this provision will result in immediate liability for the full success fee as specified in your onboarding agreement, plus any additional damages incurred by Fusio, including reasonable attorneys’ fees.
5.2 Exclusivity
Unless the onboarding proposal explicitly grants you exclusive recruiting rights for a specified role, Fusio may engage multiple Clients simultaneously for similar roles, and you may engage other recruiting partners or sources.
6. Confidentiality
6.1 Confidential Information
All information disclosed between parties in connection with the Service (including candidate resumes, profiles, interview feedback, business plans, compensation data, search strategies, and methodologies) is confidential. Each party shall protect such information with at least the same degree of care as its own confidential information, but no less than reasonable care.
6.2 Use of Confidential Information
You shall use Fusio’s confidential information only for purposes of evaluating, selecting, and hiring Candidates through the Service. You shall not disclose it to third parties without Fusio’s prior written consent, except to your directors, officers, legal advisors, or board members who have a legitimate need to know and who are bound by confidentiality obligations.
7. Intellectual Property
Fusio retains all rights, title, and interest in and to its Service, software, platform, processes, Candidate databases, methodologies, materials, and intellectual property. You are granted a non-exclusive, non-transferable, revocable right to use the Service solely in accordance with these Terms and your onboarding proposal. You shall not reverse engineer, copy, reproduce, or create derivative works from Fusio’s proprietary materials, algorithms, or candidate databases.
8. Warranties and Disclaimers
8.1 Limited Warranty
Fusio warrants that it will perform the Services in a professional manner conforming with generally accepted industry standards for executive search and recruiting services.
8.2 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, FUSIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Fusio does not warrant that the Services will be uninterrupted, error-free, or secure. Fusio makes no warranties regarding any Candidate’s fitness for a particular role, legal compliance, background, or future performance; you are responsible for all background checks, references, due diligence, and compliance.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW:
- FUSIO’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO FUSIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
- IN NO EVENT SHALL FUSIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, REPUTATIONAL HARM, OR COSTS OF REPLACEMENT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnification
You shall indemnify, defend and hold harmless Fusio, its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claims, liabilities, losses, damages, or costs (including reasonable attorneys’ fees) arising out of: (a) your misuse of the Service; (b) your breach of these Terms; (c) your hiring, engagement, or use of any Candidate; (d) your violation of any law or regulation in connection with your use of the Service; or (e) any acts or omissions by any Candidate you hire or engage.
11. Term, Termination and Suspension
11.1 Term
These Terms remain in effect as long as you remain a Client or have access to the Service, or as otherwise specified in your onboarding proposal.
11.2 Termination for Cause
Fusio may suspend or terminate your access to the Service immediately if you materially breach any provision of these Terms, including non-payment, violation of the non-solicitation clause, misuse of the portal, or unauthorized disclosure of confidential information.
11.3 Effects of Termination
Upon termination: (a) your access to the portal ends immediately; (b) you remain responsible for all accrued fees; (c) non-solicitation clauses, confidentiality obligations, indemnification, and limitation of liability provisions survive indefinitely.
12. Governing Law and Dispute Resolution
12.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law provisions.
12.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware. You hereby consent to the exclusive jurisdiction and venue of such courts and waive any objection to such jurisdiction or venue.
13. Changes to Terms
We may modify these Terms at any time. Material changes will take effect thirty (30) days after posting on the Fusio website with an updated “Last Updated” date. We will notify you of material changes via email to the address associated with your account. Continued use of the Service after changes become effective constitutes acceptance of the modified Terms.
14. Miscellaneous
14.1 Entire Agreement
These Terms, together with your onboarding proposal and our Privacy Policy, constitute the entire agreement between you and Fusio regarding the Services and supersede all prior agreements and understandings.
14.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remainder shall continue in full force and effect.
14.3 Waiver
No waiver by Fusio of any breach of these Terms shall be deemed a waiver of any subsequent breach of the same or any other provision.
14.4 Assignment
You may not assign or transfer these Terms or any rights hereunder without Fusio’s prior written consent. Fusio may assign these Terms in connection with a merger, acquisition, or sale of assets.
Contact Us
If you have any questions about these Terms of Service, please contact us at:
Fusio, Inc.
Email: [email protected]