The Agreement

The term “Agreement” collectively refers to these Terms and Policies, the Fluz Compensation Plan, and the Fluz Business Entity Addendum (the Business Entity Addendum is only applicable to Members who enroll as a business entity, in their current form and as may be amended in the future at the Company’s discretion. Independent Members shall be referred to herein as “Members.” FluzFluz, LLC, shall be referred to as “Fluz” or the “Company.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

Minimum Age & Registration

THE FLUZ REWARDS PROGRAM IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 18 OR TO ANY USERS SUSPENDED OR REMOVED FROM THE FLUZ REWARDS PROGRAM. BY USING THE FLUZ REWARDS PROGRAM, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE FLUZ REWARDS PROGRAM.

SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS AND ALL APPLICABLE LAWS, Fluz grants you permission to access and use the Fluz Rewards Program for your personal or business use, at the level for which you have registered, as set forth in these Terms and consistent with the intended features of the Fluz Rewards Program.

W-9 Form Required

You will be prompted to complete and submit an IRS form W-9 in the Fluz App the first time you earn commissions. Your Status as a Fluz independent Member is temporary until you submit your completed W-9. If you have not submitted your W-9 by the time you’ve earned $500, your Fluz membership will be suspended, and will remain suspended for up to 30 days, or until you submit your W-9. If you do not submit your W-9 within 30 days after your membership is suspended, your membership will be canceled.

Adherence to the Agreement

Members must comply with the Agreement. If you have not yet reviewed the Terms and Policies at the time you execute this Agreement, they are posted in the Learn Section of the Fluz App. You must review the Terms and Policies within five days from the date on which you execute this Agreement. If you do not agree to the Terms and Policies, your sole recourse is to notify the Company and cancel your Fluz Agreement. Failure to cancel constitutes your acceptance of the Terms and Policies. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses, cash back rewards or commissions from Fluz.

Amendments to the Agreement

The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions in Learn Section of the Fluz App, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel your Fluz Agreement.

Members’ Rights

Members of Fluz:

• Have the right to solicit orders for goods and services offered through the Fluz App in accordance with these Terms and Policies. It is within the exclusive right of the vendor of the goods or services to accept or reject orders submitted by Members
• Have the right to invite others to become Fluz Members
• If qualified, have the right to earn cash back rewards, commissions and bonuses pursuant to the Fluz Compensation Plan

Independent Contractor Status

Members are independent contractors and not employees, partners, legal representatives, or franchisees of Fluz. Members are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses.

MEMBERS SHALL NOT BE TREATED AS A FLUZ EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. Fluz is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Members’ compensation. Members are not entitled to workers compensation or unemployment security benefits of any kind from Fluz.

Assignment of Rights and Delegation of Duties

Members may not assign any rights under the Agreement without the prior written consent of Fluz, Inc. Any attempt to transfer or assign the Agreement without the express written consent of Fluz renders the Agreement voidable at the option of Fluz and may result in termination of your Fluz business.

If the assets of Fluz, or a controlling ownership interest in Fluz, is transferred to a third party, Fluz may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

Waiver

Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

Waiver of Right of Publicity

Members grant Fluz an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Members waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

Minimum Age

Persons under age 18 may not be Members and no Member shall knowingly invite, recruit or sponsor, or attempt to invite, recruit or sponsor, any person under age 18.

Severance

If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Member against Fluz shall not constitute a defense to Fluz’s enforcement of any term or provision of the Agreement.

Term and Renewal of a Fluz Business

The term of this agreement is one year from the date of your account activation in the Fluz App subject to prior cancellation pursuant to the Terms and Policies). Your membership is automatically renewed so long as long as you make one purchase annually through the Fluz App. If you do not make at least one purchase through the Fluz App annually, you will no longer be eligible to earn cash back rewards on purchases made by other members, although you will be eligible to receive cash back on your own purchases and on purchases of those you invite.

Fluz reserves the right to terminate all Member Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels.

A participant in this multilevel marketing program has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address or via the Member’s Member Account Section on the Fluz App.

General Conduct

Members shall safeguard and promote the good reputation of Fluz, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Members shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Members must adhere pursuant to this section, the following standards specifically apply to Members’ activities.

• Deceptive conduct is always prohibited. Members must ensure that their statements are truthful, fair, accurate, and are not misleading
• If a Member’s Fluz business is canceled for any reason, the Member must discontinue using the Fluz name, and all other Fluz intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.
• Members may not represent or imply that any state or federal government official, agency, or body has approved or endorses Fluz, its program, or products.
• Members must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.

Social Media

In addition to meeting all other requirements specified in these Terms & Policies, should a Member utilize any form of social media in connection with their Fluz business, including but not limited to blogs, Facebook, Twitter, LinkedIn, YouTube, or Pinterest, the Member agrees to each of the following:

• Members are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or control.
• Members shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
• No product sales or account activation may occur on or through any social media site. To process sales or account activations, a social media site must utilize a Member’s unique and custom invite link in the Fluz App which links to the appropriate mobile App store to download the Fluz App. All account activations and sales must occur through the Fluz App.
• It is each Member’s responsibility to follow the social media site’s terms of use.
• Any social media site that is directly or indirectly operated or controlled by a Member that is used to discuss or promote Fluz’s products, or the Fluz opportunity may not link to any website, social media site, or site of any other nature that promotes the products, services, or business program of any program that, as its primary business model, offers cash back for purchases.
• If a Member creates a business page on any social media site to promote or relates to Fluz, its products, services, or opportunity, the page may not promote or advertise the products or opportunity of any other cash back program, competing product or service or any network marketing business other than Fluz and its products. If the Member’s Fluz business is canceled for any reason or if the Member becomes inactive, the Member must deactivate the page.
• Members shall respect the privacy of other social media users. Members shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming or bullying others.
• Members using social media outlets as part of their Fluz business must clearly and conspicuously identify themselves (by both name and as a Fluz Independent Member) within unrestricted, publicly accessible profile settings. Anonymous postings or the use of an alias is prohibited.
• Posing to be Fluz or Fluz merchant partner posting on behalf of an official Fluz channel is prohibited.
• Creating a social media channel on any platform that is intended to look like an official Fluz or Fluz merchant partner social channel is prohibited.
• Building relationships is an important part of the sales process and these sites may become useful for Members, however, social media sites may not be used as a forum to conduct sales transactions or collect private data about customers on behalf of a member’s network.
• Members may only use Fluz’s trade name in a manner that clearly distinguishes themselves as Fluz Independent Member. Without limitation, this restriction applies to the identification of online groups, forums, and other pages created in online environments. The Fluz Independent Member logo is the only approved Fluz logo for member use.
• In its sole and absolute discretion, Fluz reserves the right to determine if recordings and images conflict with Fluz’s branding efforts or Rules of Conduct and Member Policies, including disclaimer requirements. Fluz reserves the right to insist upon the removal of such images or recordings. At all times, Members must comply with all privacy laws and social media policies when using images or recordings of other individuals.
• Members should not respond to those who place negative posts about them, other independent Members, or Fluz, as this may trigger discussions that potentially damage the Member’s or Fluz’s reputation and goodwill.

Member Web Sites, Mobile Applications and Collateral Sales Tools

Members may not create their own websites or mobile applications, and other collateral sales tools to promote their Fluz business or Fluz’s services (websites, mobile applications and collateral sales tools shall be collectively referred to as “Tools.” Official Fluz Club websites are the only websites in which Members may promote the Fluz Business. (prohibited online forums include, but are not limited to, Members’ external websites, online auctions and classified listings).

Approved Tools will be posted in the Members’ Learn section of the Fluz App and will be made available to all Members free of charge.

Banner Ads

From time to time, Fluz creates banner ads and digital videos or other online advertising tools available to Fluz Members. These tools may be used by Fluz Members to promote Fluz services and the Fluz Opportunity. As with any Fluz online promotions, these tools may not be placed on websites or linked to websites or URLs that are obscene, pornographic or otherwise deemed harmful to Fluz’s reputation as determined by Fluz at its sole discretion.

Members can syndicate Fluz created content through any of their digital channels. This can include free or paid placement for this content on appropriate sites. Contents can use promoted social media posts or paid placements for Fluz generated content. Members can establish partnerships with other content sites to share this content. Members can put their unique referral link alongside the advertised content.

Keyword Advertising and SEO

Fluz encourages keyword advertising and optimization tactics of our Members. Members should be directing traffic to landing pages discussing the Fluz opportunity with approved content. Members can engage in keyword advertising or search engine optimization on all popular search engines or social media channels and Forums. Members are encouraged to use these channels to identify relevant search phrases for potential customers who are not yet aware of the Fluz opportunity. The content posted to those channels should direct new users to either ap-proved Fluz Club landing pages or content that has been approved by Fluz.

Member may engage in keyword advertising or search engine optimization tactics using any generic category descriptor. This can include terms such as “Cash Back”, “Rewards”, “Loyalty Program”, “Points Program”, etc. Members may engage in keyword advertising or search engine optimization tactics using any merchant offer provided on Fluz. Members must follow merchant content regulations when targeting merchant related keywords.

Members may not engage in keyword advertising or search engine optimization tactics using the trademarks or trade names of Fluz or any third-party. Members may not use any derivative or mis-spelling of the Fluz or third-party trade-marked terms. Members may not engage in keyword advertising or search engine optimization tactics for other keywords that are obscene, pornographic or otherwise deemed harmful to Fluz’s reputation or business as determined by Fluz at its sole discretion.

Unsolicited Text Messages and Email

Fluz does not permit Members to send unsolicited text messages, or emails, unless such text messages, or emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any text message or email sent by a Member that promotes Fluz, the Fluz opportunity or Fluz products and services must comply with the following:

• There must be a functioning return email address that goes to the sender.
• There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).
• The email must include the Member’s physical mailing address.
• The message or email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
• The use of deceptive headlines, subject lines and/or false header information is prohibited. Telephone numbers from which text messages are sent must not be hidden and must accurately display the true telephone number used to send the message on the recipient’s caller ID screen.
• The “from” line of each message must accurately identify the person who initiated the message.
• All opt-out requests, whether received by email or regular mail, must be honored. If a Member receives an opt-out request from a recipient of an email, the Member must forward the opt-out request to the Company.
• Members are prohibited from selling, leasing, exchanging, or otherwise transferring or releasing the cell phone number or email address of a person from whom the Distributor has received an opt-out request.
• Fluz may periodically send commercial emails on behalf of Members. By entering into the Member Agreement, Member agrees that the Company may send such e-mails and that the Member’s physical and email addresses will be included in such emails as outlined above. Members shall honor opt-out requests generated as a result of such emails sent by the Company.

Telephone Calls or Texts Placed to a Prospective Member

”Cold calls” and texts must comply with all “Do Not Call” laws, rules and regulations.

Posting Advertising Materials Provided by Fluz

Fluz periodically updates, publishes, and makes available a wide variety of advertising templates for Members use. Members may not alter these templates other than to personalize them with their name and contact information. Members may post advertising materials on private property with the written consent of the owner of such property. Members may not post advertising materials on public property, including utility poles, street lights, traffic lights, parking meters or traffic signs.

Promoting Non-Fluz Offers

When communicating with their network or other Fluz members, Members are not permitted to promote, discuss or offer, any company, organization or individual other than Fluz, its staff and its Members. Likewise, Members may not include literature or other material that promotes any other organizations or individuals, whether religious, political, business or social or that implies any association between Fluz and any other organization.

When discussing the Fluz opportunity, Members may not cross-promote any other offer besides those that are offered through the Fluz rewards program. Fluz meetings or digital communication channels may not be used as a forum to express personal beliefs or promote any other organization, company, event or individual. Members cannot offer any paid training services or sell training materials surrounding the Fluz opportunity. Members cannot offer any paid services to other Members for building out landing pages or dedicated content for a buyer.

As Fluz secures additional merchant relationships Member can promote those merchants and their products. Members can promote any offers that are listed in the Fluz App. Members cannot promote offers that are not offered through Fluz.

Customer Data

Members may not sell, trade or use consumer or site user information, except in connection with Fluz offers or Fluz income opportunity. If any person or entity requests that their information not be used, the Member must immediately honor such request.

Promoting FLuz Merchant Relationships

Part of the Fluz opportunity is the discussion of the Fluz merchant relationships. Member must comply with the branding guidelines outlined by Fluz for the merchant relationships. Member may not insinuate that he/she has a direct relationship with the Fluz Merchant or that such merchants are “partners” or have any relationship with Fluz other than as a merchant supplier of goods or services.

Trademarks and Copyrights

The name “Fluz” and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of Fluz. The Company grants Members a limited license to use its trademarks and trade names in promotional media for so long as the Member’s Agreement is in effect. Upon cancellation of a Member’s Agreement for any reason, the license shall expire and the Member shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Member use any of Fluz’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address.

Fluz commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Members, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Members may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material is also copyrighted. Members shall not copy any such materials for their personal or business use without the Company’s prior written approval.

Change of Sponsor

The only means by which a Member may legitimately change his/her sponsor are by:

• Voluntarily canceling his/her Fluz business in writing and remaining inactive for six (6) full calendar months. Following the sixth calendar month period of inactivity, the former Member may reapply under a new sponsor. The Member will lose all rights to his/her former network up-on his/her cancellation
• Submitting a written request to the Company at [email protected] for a change of sponsor. The Member requesting the transfer must also submit written and signed transfer authorization forms from the individual or entity that introduced and enrolled the Member to Fluz.

Waiver of Claims

In cases wherein a Member improperly changes his/her sponsor, Fluz reserves the sole and exclusive right to determine the final disposition of the network organization that was developed by the Member in his/her second line of sponsorship.

MEMBERS WAIVE ANY AND ALL CLAIMS AGAINST FLUZ, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM FLUZ’S DECISION REGARDING THE DISPOSITION OF ANY NETWORK ORGANIZATION THAT DEVELOPS BELOW A MEMBER WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.

Income Claims

When presenting or discussing the Fluz opportunity or Compensation Plan to a prospective Member, Members may not make income projections, income claims, income testimonials, or disclose their Fluz income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Fluz Member. Nor may Members make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Member is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Fluz business. Examples of prohibit-ed lifestyle claims include, but are not limited to, representations (either through an audio or visual medium) that a Member was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.

Compensation Plan and Program Claims

When presenting or discussing the Fluz compensation plan, you must make it clear to prospects that financial success in Fluz requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

• It’s a turnkey system.
• The system will do the work for you.
• Just get in and your network will build through spillover.
• Just join and I’ll build your network for you.
• The Company does all the work for you.

The above are just examples of improper representations about the compensation plan and the Company’s program. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Member without commitment, effort, and sales skill.

Media Inquiries

Members must not interact with the media regarding the Fluz business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Fluz’s marketing department.

Confidential Information

“Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to Fluz’s Members and/or customers: (a) that is contained in or derived from any Members’ respective Member Account; (b) that is derived from any reports issued by Fluz to Members to assist them in operating and managing their Fluz business; and/or (c) to which a Member would not have access or would not have acquired but for his/her affiliation with Fluz. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Fluz and is provided to Members in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Member’s use in building and managing his/her Independent Fluz business.

Handling Personal Information

If you receive Personal Information from or about prospective Members or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It includes a customer’s, potential customers, Members and prospective Members’ name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

Product Inventory & Bonus Buying

Bonus buying is strictly prohibited. Bonus buying is the purchase of merchandise for any reason other than bona fide use, or any mechanism or artifice to qualify for incentives, prizes, cash back rewards, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use.

Limitations on Member and House-hold Businesses

Members may own, operate, control, or have an interest in, only one Fluz business, and there may be only two Fluz businesses in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home.

Actions of Third-Parties

If a third party acting on behalf of, or with the active or passive assistance or knowledge of a Member engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Member. “Knowledge” of misconduct is not limited to actual knowledge. If a Member engages in acts or omissions that the Member knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Member, the Member shall be deemed to have knowledge of the violation.

Negative Comments

Complaints and concerns about Fluz should be directed to the Customer Service Department. Members must not disparage, demean, or make negative remarks to third parties or other Members about Fluz, its owners, officers, directors, management, other Fluz Members, the Marketing and Compensation plan, or Fluz’s directors, officers, or employees. Disputes or disagreements between any Member and Fluz shall be resolved through the dispute resolution process, and the Company and Members agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.

Adjustment to Cash Back Rewards, Bonuses, and Commissions

Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to a Fluz Partner Mer-chant for a refund, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the cash back reward or commission is recovered, from the Member and any upline Members who received cash back rewards, bonuses, and commissions on the sales of the refunded products.

Fluz reserves the right to withhold or reduce any Member’s compensation as it deems necessary to comply with any garnishment or court order directing Fluz to retain, hold, or redirect such compensation to a third party.

Return of Sales Tools by Members Upon Cancellation or Termination

Within 30 days from the cancellation or termination of a Member’s Agreement, the Member may return Sales Tools that he or she personally purchased from Fluz within 12 months prior to the date of cancellation (the one-year limitation shall not apply to residents of Maryland, Massachusetts and Wyoming) so long as the goods are in currently marketable condition and are returned to the Company within 30 days from the date of the Member’s cancellation or termination. Upon the Company’s timely receipt of returned goods and confirmation that they are in currently marketable condition, the Member will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Goods are in “currently marketable condition” if they are unopened and unused and packaging and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, is not in currently marketable condition. Back Office and Replicated website fees are not refundable except as may be required under applicable state law.

Montana Residents

A Montana resident may cancel his or her Member Agreement within 15 days from the date on which this application is submitted and is entitled to a full refund for any other consideration he/she paid within such time period to participate in the program.

Louisiana, Massachusetts and Wyoming Residents

If you cancel your Member Agreement, upon receipt of your written request, Fluz will refund 90% of the costs you have incurred to participate in the program during the current year.

Returns and Refunds

Fluz does not offer refunds on goods or services. All merchandise and services purchased through the Fluz App are subject to the return and refund policies of the Partner Merchants that sold them. Buyers must contact the Partner Merchant to determine its return and refund policy.

Disciplinary Sanctions

Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Member that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Member’s Fluz business, and/or any other disciplinary measure that Fluz deems appropriate to address the misconduct. In situations deemed appropriate by Fluz, the Company may institute legal proceedings for monetary and/or equitable relief.

Indemnification

Members agree to indemnify Fluz for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Fluz incurs resulting from or relating to any act or omission by Member that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Fluz may elect to exercise its indemnification rights by withholding any compensation due to the Member. This right of setoff shall not constitute Fluz’s exclusive means of recovering or collecting funds due Fluz pursuant to its right to indemnification.

Effect of Cancellation

A Member whose business is canceled for any reason will lose all Member rights, benefits and privileges. This includes the right to represent yourself as an Independent Fluz Member, to invite new Members, to purchase products/services through the Fluz App and the right to receive cash back rewards, commissions, bonuses, or other income resulting from his/her own purchases and the sales and other activities of the Member and the Member’s former network sales organization.

Voluntary Cancellation

A participant in this network marketing plan has a right to cancel at any time, regardless of reason. To permanently cancel a Membership, cancellation must be submitted in writing to the Company at its principal business address or by canceling his/her business through the Member Member Account section in the Fluz App. The written notice must include the Member’s signature, printed name, address, and Member I.D. Number.

Cancellation for Inactivity

To remain eligible for cash back rewards, commissions or bonuses, a Member must make at least one purchase from the Fluz app every 12 months. If a member does not make at least one purchase annually, he/she will not be eligible to earn compensation from the purchases of other members in his/her network, although he/she will still be eligible to earn cash back rewards on his/her own purchases and earn cash back rewards from purchases made by personally invited Members.

Business Transfers

Members in good standing who wish to sell or transfer their business must receive Fluz’s prior written approval before the business may be transferred. Requests to transfer a business must be submitted in writing to [email protected]. It is within Fluz’s discretion whether to allow a business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Member must offer Fluz the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have ten days to exercise its right of first refusal.

Transfer Upon a Member’s Death

A Member may devise his/her business to his/her heirs. Because Fluz cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and Fluz will transfer the business and issue cash back rewards, commissions and bonuses to the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide Fluz with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a Fluz Member Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be canceled.

Business Distribution Upon Divorce

Fluz is not able to divide commissions among multiple parties, nor is it able to divide a network organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Fluz will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Fluz business must also execute and submit a Fluz Member Agreement within 30 days from the date on which the divorce becomes final or the business will be canceled.

Dissolution of a Business Entity

Fluz is not able to divide cash back rewards, commissions or bonuses among multiple parties, nor is it able to divide a network organization. Consequently, in the event that a business entity that operates a Fluz business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The Fluz business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate cash back rewards, commission or bonus payments. If the business entity wishes to sell or transfer its Fluz business, it must do so pursuant to policy 47. In addition, the recipient of the Fluz business must also execute and submit a Fluz Member Agreement to the Company within 30 days from the date of the dissolution of the business entity or the Fluz business will be canceled.

Inducing Members to Violate the Agreement

Members shall not directly or indirectly induce, encourage, or assist another Member to violate the Agreement.

Reporting Errors

If a Member believes that Fluz has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the Member’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Fluz shall use its best efforts to correct errors reported more than 60 days after the date of the error, Fluz shall not be responsible to make changes or remunerate Members for losses for mistakes that are reported more than 60 days after the mistake occurs.

International Activities

Members may not sell Fluz products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.

Dispute Resolution

If a dispute arises between a Member and Fluz relating to the Agreement, the Fluz business, or the rights and obligations of either party, the parties shall resolve the dispute as set forth in this Dispute Resolution Provision.

• Stages of Dispute Resolution & General Dispute Resolution Procedures. Disputes between the Company and a Member(s) that arise from or relate to the Agreement, the business operated by the Member, or the opportunity offered by the Company shall be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) trial before a court for claims under $50,000.00 so long as equitable relief is not sought (except as set forth below), or binding arbitration if the claim is for $50,000.00 or more or if equitable relief is claimed. IF A CLAIM SEEKS DAMAGES FOR $50,000.00 OR MORE, OR SEEKS EQUITABLE RELIEF (EXCEPT AS SET FORTH BELOW), THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. The following shall apply to all proceedings under this dispute resolution provision:
  • Any claim a party has against the other must be brought within one year from the date on which the act or omission giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing the one-year limitation of actions provisions in this provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.
  • At no time prior to the negotiation and mediation procedures below are completed shall either party initiate arbitration or litigation related to this Agreement or the business except as may be specified otherwise in this dispute resolution provision.
  • All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.
  • Informal negotiations and mediation shall occur in New York City, New York unless the parties mutually agree on another forum. Informal negotiations and mediation shall take place telephonically if either party requests such.
  • Each party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.
  • If litigation is filed in court the action may be brought in the jurisdiction in which either party resides or has its principal place of business.
  • If arbitration is filed all arbitration proceedings shall be filed and held in New York City, New York.
    • Step 1 – Informal NegotiationThe parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between the aggrieved Member(s) and executives of the Company who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A party may, at its election, choose to be accompanied in such negotiation by an attorney. If one party elects to have its attorney present, the other party must also agree to have its attorney present if that party has retained counsel.To institute the negotiation process, either party may give the other party written notice of any dispute not resolved in the normal course of business. Within 10 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive and attorney who will accompany that party (if applicable), or the name of the Member and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the notice, the parties and the attorneys (as applicable) of both parties shall meet at a mutually acceptable time and place. Such a meeting may occur telephonically if one party requests that the meeting be held telephonically.Unless otherwise agreed in writing by the negotiating parties, mediation may be commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiation “closed.” Such closure shall not preclude continuing or later negotiations if desired by both parties.
    • Step 2 – MediationIf the parties are unsuccessful in resolving their dispute through good faith negotiation, they shall seek to resolve the dispute through mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to the other party within 10 calendar days after the negotiation phase is completed. The parties shall have 10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a neutral mediator appointed.Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the parties and the mediator.Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the mediator and the parties
    • Step 3(a) – Claims for under $50,000.00 with no claim for equitable reliefClaims for less than $50,000.00 and in which equitable relief is NOT sought may be brought pursuant to the arbitration provision below if the parties agree. If the parties do not agree, a claim may be brought before the small claims or district courts in the county in which either party resides or has its principal place of business.
    • Step 3(b) – Claims for $50,000.00 or more or claims seeking equitable relief – Confidential ArbitrationIf a claim seeks $50,000.00 or more, or seeks equitable relief, and the parties do not successfully resolve their dispute through the negotiation and mediation procedures above, the dispute shall be resolved through binding confidential arbitration as set forth below.
    • Step 3(c) – Public Equitable ReliefIf public equitable relief is authorized by federal or state statute, the parties agree that an action may be brought before the district court in the county in which either party resides or has its principal place of business so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings. The confidentiality provisions and corresponding liquidated damage provisions for breach of confidentiality provision contained in this dispute resolution provision shall remain in effect for claims and actions asserted under this Step 3(c) unless an action is brought before a court as specifically permitted pursuant to this subsection and the disclosure is related solely to material that is not filed with the court under seal.
• JAMS to Administer Arbitration. The arbitration shall be filed with, and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at http://www.jamsadr.com/rulesclauses/xpqGC.aspx?xpST=RulesClauses. Copies of JAMS Rules and Procedures will also be emailed to Members upon request to Fluz’s Customer Service Department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:
  • The Federal Rules of Evidence shall apply in all cases
  • The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure
  • The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure
  • The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days
  • The Parties shall be allotted equal time to present their respective cases
  • An Arbitrator’s Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based
  • Any dispute relating to whether the dispute is subject to arbitration shall be decided by through arbitration
• Confidentiality. With the exception of discussing the claims with bona fide witnesses to the dispute, neither party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained in this dispute resolution provision applies.
• Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations un-der this arbitration provision, the non-breaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. There-fore, if a Party, its attorneys, agents, or a proxy of a party breaches the confidentiality provision of this dispute resolution provision, the following shall apply:
  • The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence, claims or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty; AND
  • Breach of the confidentiality provision by disseminating or publishing information described in subparagraph c. above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a party, a party’s agent, or a party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the beaching party’s right to pursue the claim(s) and/or defense(s) against the non-breaching party, and shall en-titled the non-breaching party to a default judgment against the breaching party.
• Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule%202, or by contacting the company at [email protected]. The parties agree that any violation of the Confidential Information (policy 31) provisions of this policy shall entitle Fluz to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b) Fluz shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable relief is not granted, the injury to Fluz shall outweigh the potential harm to Member if emergency and/or permanent equitable relief is granted.
• Disputes Not Subject the Three-Step Dispute Resolution Procedure. A party need not go through the informal negotiation or mediation steps in the following situations:
  • Action to Enforce Arbitration Award or Order. Either party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief.
  • Petitions for Emergency Relief. If a party deems it necessary to seek emergency relief to protect its interests, it may seek emergency relief as set forth in this arbitration provision without engaging in the negotiation provision mediation process set forth above. Notwithstanding the foregoing, the parties are encouraged, but not required, to engage in negotiation and or mediation concurrently with any pending request for emergency relief.
  • Public Equitable Relief. If public equitable relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the parties so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings.
  • Public Equitable Relief. If public equitable relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the parties so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings.
  • Disciplinary Sanctions. The Company shall not be required to engage in the three-step dispute resolution process prior to imposing disciplinary sanctions for violation of the Agreement.
• Remedies. Remedies available to you under U.S. federal laws, and the state and local laws of your state, shall remain available to you in any arbitration proceeding.

Class Action Waiver.

All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the Fluz business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as a Member. Submit your written opt-out notice to the Company at [email protected].

Governing Law.

The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these policies, the law of the State of New York without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties. Not-withstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court re-sides shall apply.

Damages for Wrongful Termination.

In any case which arises from or relates to the wrongful termination of a Member’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of a Member’s Agreement and/or loss of their independent business is proven and held to be wrongful under any theory of law, Member’s sole remedy shall be liquidated damages calculated as follows:

• For Members earning up to $10,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Fluz’s Compensation Plan in the twelve (12) months immediately preceding the termination.
• For Members earning between $10,000.01 and $20,000.00 during the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Fluz’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.
• For Members earning more than $20,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Fluz’s Compensation Plan in the thirty-six (36) months immediately preceding the termination.

Damage Waiver.

In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision or this Agreement shall restrict or limit a Party’s right to recover liquidated damages as set forth in these Terms & Policies.

Louisiana Residents.

The dispute resolution provisions in these Policies shall apply to Louisiana residents with the exception that Louisiana residents may bring an arbitration against Fluz in his/her home forum and pursuant to Louisiana law.