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API Usage Agreement

1. Introduction:

This Fluz API Agreement outlines the terms and conditions governing your utilization of the Fluz API, along with any related software, services, accounts, or information. By accessing or using the Fluz API, you agree to adhere to the terms specified in this agreement.

2. Parties and Acceptance:

“Fluz,” “we,” “our,” or “us” refers to Fluz Fluz LLC

“You” or “your” denotes the individual or entity accepting or signing this agreement.

If you access or use the Fluz API on behalf of an entity, you confirm that you possess the authority to bind that entity to this agreement.

3. Definitions:

“API Client” refers to any application, website, or online experience connected to or enabled by the Fluz API.

“Data” encompasses any information transmitted to or from, stored on, or accessible through the Fluz API, including Fluz User Data.

“Feedback” includes all suggestions, ideas, or enhancement requests submitted by you.

“Fluz API” comprises software, code, services, accounts, keys, or information related to Fluz’s application programming interface.

“Fluz User” pertains to any user of your API Client or an individual using a third party’s platform enabled by your API Client.

“Fluz User Data” refers to data or information related to a Fluz User, including account balance, transaction history, and identifiable information.

4. Connecting to the Fluz API:

4.1. Registration:

Register your API Client through Fluz’s process, ensuring accurate and up-to-date information.

4.2. Limited Right to Use:

Fluz grants you a limited, revocable, non-exclusive license to use the Fluz API while complying with this agreement.

4.3. Accessing The Fluz APIs:

Access the Fluz API in accordance with the agreement and documentation provided.

API Keys may be assigned to enable your access, subject to activation, suspension, or deactivation by Fluz.

4.4. API Limitations:

Fluz may set and enforce limits on API usage to ensure system security and stability.

4.5. Noninterference:

Do not interfere with the proper workings of the Fluz API or create applications affecting its functionality.

4.6. Prohibited Uses:

Use the Fluz API in compliance with applicable laws, regulations, and financial institution requirements.

4.7. Fees:

Fluz reserves the right to implement fees and propose premium API offerings.

4.8. Restrictions:

Various restrictions apply, including not using the Fluz API for unauthorized purposes or altering the API.

Note: The use of the Fluz API or storage of Data outside the United States is prohibited unless explicitly permitted.

5. API Client:

5.1. API Client and Ownership:

The Fluz API is crafted to enhance your API Client and associated online services. Ownership of your API Client remains with you, and utilizing the Fluz API does not grant ownership of the Fluz API, Fluz User Data, or accessed content to you.

5.2. Monitoring:

Fluz reserves the right to monitor or analyze your Fluz API usage for various purposes, including ensuring compliance, maintaining quality, and enhancing services. You agree not to interfere with monitoring, and Fluz may use technical means to address interference. Compliance verification may require providing requested information or materials, and non-compliance may result in suspension of access.

5.3. API Client Security:

Ensure your API Client’s data transmission protocol is as secure as the Fluz API’s. Regular security assessments are required to maintain security and prevent data interception. Any security incidents or breaches must be promptly reported, and attempts to circumvent security measures are prohibited.

5.4. Security Incidents and Notification:

Protect Fluz User Data from unauthorized access, and promptly notify affected Fluz Users and Fluz in case of a security breach. Collaborate on a notification and remediation strategy. Comply with privacy laws and regulations, ensuring your practices align with Fluz’s Privacy Policy.

5.5. Harmful Code:

Prohibit the inclusion of malicious code in connection with your API Client. Ensure users explicitly authorize any software application not expressly and knowingly authorized before usage.

6. Fluz User Privacy and Security:

6.1. Fluz User Data Privacy:

Inform Fluz Users of data collection through a Privacy Policy, obtain consent, and ensure compliance with privacy laws. Your Privacy Policy must align with Fluz’s Privacy Policy.

6.2. Fluz User Authentication:

Authenticate Fluz Users using Fluz’s protocols and comply with user preferences during the authentication process. Provide a method for Fluz Users to disconnect their Fluz account from your API Client.

6.3. Fluz User Credentials:

Prohibit the collection or storage of Fluz User Credentials and prevent third parties from doing so.

6.4. Limitations on Use and Disclosure:

Use or disclose Fluz User Data only for specific purposes and in compliance with laws and regulations. Prohibit commercialization of Fluz User Data without explicit consent.

6.5. Deletion of Fluz User Data:

Delete all Data, including Fluz User Data, upon termination, and comply with data deletion requests from Fluz Users.

6.6. Responsibility for Collected User Data:

Solely responsible for Fluz User Data collected, ensuring completeness, accuracy, and legal compliance.

7. Data Access Restrictions:

7.1. API Client and Third Parties:

Prohibit automated means to access Fluz Data and restrict modifications to Data. Delete non-compliant Data upon request.

7.2. Personnel:

Screen personnel accessing Fluz Data according to industry best practices.

8. Marks and Publicity:

8.1. Fluz Marks:

Prohibit attempting to register confusingly similar names, trademarks, etc., to Fluz’s Marks.

8.2. Your Marks:

Grant Fluz a limited license to use and modify Your Marks.

9. Termination:

This agreement remains effective until terminated. Either party may terminate upon thirty (30) days notice. Fluz may suspend your access at its discretion. Upon termination, cease using Fluz API, Fluz Marks, and Data, and delete relevant materials. Survival clauses continue after termination.

10. Responsibility for Development, Service, and Support:

You bear full responsibility for the development and distribution of your API Client, including associated costs, expenses, losses, and liabilities. Fluz is not obligated to provide technical or support services for your API Client, third-party partners, or Fluz Users regarding the Fluz API or related Data. Fluz does not monitor or mediate disputes between you, Fluz Users, third-party partners, or other parties. Your use of the Fluz API and Data is at your own risk, and you are solely accountable for any damages, losses, or liabilities arising from such use.

11.Compliance with Laws:

You must comply with all applicable laws, regulations, and policies, especially those related to Personally Identifiable Information (PII) and the development, marketing, sale, distribution, and use of your API Client. Upon Fluz’s request, provide copies of any regulatory approvals or clearances. Do not seek regulatory permissions without Fluz’s express written consent. Avoid using the Fluz API or Data in ways that impact individual eligibility, credit, insurance, employment, or as a consumer report under the FCRA or similar statutes.

12. Confidential Information:

Your use of the Fluz API involves access to confidential, proprietary, or trade secret information of Fluz. This includes the Fluz API, related materials, and any Data obtained through the Fluz API. Safeguard and use this Confidential Information only as permitted in the agreement. Do not reproduce or disclose Confidential Information without Fluz’s prior written consent. You are solely responsible for the use and disclosure of Confidential Information, and upon termination, delete all copies, except for retaining Fluz User Data as required by applicable law.

13. Fluz IP; Feedback:

13.1 Fluz IP Ownership:

All intellectual property rights in the Fluz API, Fluz Marks, and other Fluz Confidential Information (“Fluz IP”) belong exclusively to Fluz. You have no rights, licenses, or interests in these properties beyond the agreement’s scope.

13.2 Feedback:

You assign all intellectual property rights related to Feedback about the Fluz API or associated services to Fluz. Fluz has the right to use and modify Feedback without confidentiality obligations.

14. Disclaimer of Warranties; Limitation of Liability; Indemnification:

14.1 Disclaimer of Warranties:

Fluz provides the Fluz API, Data, and Fluz IP “as is,” without warranties. Fluz disclaims all warranties, and your use is at your own risk.

14.2 Limitation of Liability:

Fluz and its representatives are not liable for indirect, incidental, or consequential damages. Fluz’s maximum liability is limited to the total amounts paid by you or $100, whichever is greater.

14.3 Indemnification:

You will indemnify Fluz from losses arising from third-party claims related to your use of the Fluz API, Data, or Fluz IP. Fluz may assume control of defense and settlement.

15. Governing Law:

The agreement is governed by the laws of the State of New York, with litigation conducted in New York, excluding its conflict or choice of law rules.

16. Dispute Resolution; Arbitration:

Except for specified disputes, all disputes not resolved mutually will be arbitrated in New York. JAMS will administer the arbitration, applying the substantive law of New York. Provisional remedies may be sought in court. Prevailing parties are entitled to attorneys’ fees.

17. Miscellaneous:

Relationship: The agreement does not create an exclusive relationship, and Fluz may develop competing products or services.

Assignment: You cannot assign rights or obligations without Fluz’s consent, while Fluz can do so freely.

Audit: Fluz may audit your compliance upon request.

Notices: Notices will be given via email to specific addresses.

Entire Agreement: The agreement supersedes prior agreements, and nothing confers third-party rights.

Amendments: Amendments require written consent, and the prevailing party in disputes may recover attorneys’ fees.

18. Changes to this Agreement:

Fluz may modify the agreement with notice. If you don’t accept modifications, cease Fluz API use. Continuing after modifications implies consent. Alternatively, Fluz may propose modifications requiring your acceptance via email, and failure to accept may result in termination.