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Independent Promoter Terms & Policies

– Effective January 15, 2023

Terms and Conditions

This Independent Promoter Agreement sets forth the terms and conditions that govern the contractual relationship between Fluz Fluz LLC dba Fluz (“Fluz”) and its members or Independent Promoters (“Independent Promoter” or “you”). Fluz and Independent Promoter are collectively referred to below as the “Parties” and may each be referred to as a “Party.”

By enrolling, you agree that your Independent Promoter Agreement is subject to acceptance by Fluz. Fluz reserves the right to refuse to accept an Independent Promoter Agreement for any reason in its sole discretion. Upon acceptance by Fluz, these Terms and Conditions, together with the  Fluz Compensation Plan and the Fluz Incentive Offerings, all of which are incorporated by reference,  shall constitute the entire agreement (the “Agreement”) between Fluz and Independent Promoter.

This Agreement supersedes all prior communications, understandings and agreements between Fluz and yourself.  Unless stated otherwise in any other Fluz Agreement or Terms of Use, this Agreement shall govern your relationship with Fluz, and any discrepancies or contradictions between such Agreements shall be resolved in favor of the terms of this Agreement.

Becoming a Independent Promoter

1) Minimum Age & Registration: Fluz is not available to persons under the age of 18 or to any users suspended or removed from Fluz. By using Fluz, you represent that you are at least 18 years of age and have not been previously suspended or removed.

Subject to your compliance with these terms and all applicable laws, Fluz grants you permission to access and use Fluz 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.

2) W-9 Form or Equivalent Required: You will be prompted to complete and submit an IRS form W-9 and/or provide the required taxpayer reporting identification information when your cash back rewards and cash referral incentives reach the amount required by applicable law. Your Status as a Fluz Independent Promoter is temporary until you submit your completed W-9 or equivalent. If you have not submitted your W-9 or equivalent by the time you’ve earned the required IRS reporting amount, your Fluz Independent Promoter Agreement will be suspended for up to 30 days, or until you submit your W-9 or equivalent. If you do not submit your W-9 or equivalent within 30 days after your Agreement is suspended, your Agreement will be canceled.

3) Adherence to the Agreement: If you do not agree to the terms of this Agreement upon revision or update, your sole recourse is to notify the Company and cancel your Fluz Agreement. Failure to cancel constitutes your acceptance of these Terms. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses, cash back rewards, referral incentives, or any other compensation of monetary value  from Fluz.

4) 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 at 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. The continuation of your use of the Fluz App after the effective date of any amendment shall constitute your acceptance of such amendment. Fluz may also require you to agree to be bound by any amendments.

5) Independent Promoters’ Rights: Independent Promoters of Fluz:

  • Have the right to earn cash back rewards by utilizing the Fluz App as a payment method, in accordance with these Terms and Conditions. It is within the exclusive right of the vendor of the goods or services to accept or reject orders submitted by Independent -Promoters
  • Have the right to invite/refer others to become Fluz Independent Promoters
  • If qualified, have the right to earn cash incentives pursuant to the Fluz Referral Incentive Programs in addition to other bonuses, incentives, and rewards that are governed by their own Terms & Conditions, which will be published for each program.

6) Independent Contractor Status: You acknowledge and agree that Fluz Independent Promoters are independent contractors and not employees, partners, legal representatives, or franchisees of Fluz. Independent Promoters are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, telecommunication, and other business expenses.

YOU UNDERSTAND THAT INDEPENDENT PROMOTERS SHALL NOT BE TREATED AS FLUZ EMPLOYEES 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 Independent Promoters’ compensation. Independent Promoters are not entitled to workers compensation or unemployment security benefits of any kind from Fluz. You agree that you are responsible for the reporting, collection, remittance, and payment of all applicable taxes and fees.  You agree that you bear full responsibility for any resulting penalties or interest resulting from the failure to properly report any information required or to make any payment required to the Internal Revenue Service (IRS) (or to any other tax authority).  You acknowledge that Fluz shall provide tax information to the IRS where it is legally required to do so.  You confirm that you will seek independent tax advice and acknowledge that you are not receiving tax advice from Fluz.

7) Limitations on Independent Promoter Accounts within a Household: There may be up to two (2) Fluz accounts per household or within an Independent Promoter’s immediate family.  Accounts must be for bona fide use only.  Attempts to maximize referral incentives or referral incentives by utilizing multiple accounts, even within a household, is prohibited.  Any gaming, fraud, or deceptive behavior related to the use of multiple household accounts may result in the termination of this Agreement.

Promotion of Fluz Usage & Referral

8) Ethical Practices & Conduct: 

Independent Promoters shall, at all times, operate in a manner that reflects favorably on Fluz’s services, vendors, retail partners, and the name, goodwill, and reputation of Fluz.  Independent Promoters shall not engage in illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. While it is impossible to specify each and every type of misconduct that would be contrary to this provision, the following standards of conduct specifically apply to Independent Promoters’ activities:

  • Deceptive conduct is always prohibited. Independent Promoters must ensure that their statements are truthful, fair, accurate, and are not misleading
  • If a Independent Promoter’s Fluz account is canceled for any reason, the Independent Promoter 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.
  • Independent Promoters may not represent or imply that any state or federal government official, agency, or body has approved or endorses Fluz, its program, or its services
  • Independent Promoters 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.
  • Independent Promoters may not process transactions solely for the purpose of achieving a Royalty Level, Royalty payment, bonus, incentive or award
  • Independent Promoters may not engage in conduct  that is  sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, graphically violent, solicitous of unlawful behavior, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, disability, veteran status, national origin, or any other protected class), engages in personal attacks on any individual, group or entity, or is in violation of the intellectual property rights of Fluz or any third party.
  • Independent Promoters may not make excessive cancellations, chargebacks, or returns with any Fluz Merchant.  Any Independent Promoter exceeding $300 in reversed or cancelled transactions within a 12-month period is subject to account cancellation.

9) Earnings Claims: 

When presenting or discussing Fluz Referral Incentive Programs, or any compensation of monetary value other than cashback generated by a Independent Promoter’s own transaction(s) with a prospective Independent Promoter or to the general public, Independent Promoters may not make income projections, income claims, income testimonials, or disclose their Fluz income (including, but not limited to, the showing of remittance statements, bank statements, or tax records), or the income of any other Fluz Independent Promoter. Independent Promoters should use only materials provided by Fluz to discuss referral-based earnings and bonuses, as these will represent typical or expected earnings and/or contain the required disclaimers. Independent Promoters may present and discuss cashback earnings resulting from their merchant transactions.  For example, demonstrating savings on a purchase or “stacking” of savings methods is permitted under this Agreement. In addition, Independent Promoters may not make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Independent Promoter is able to enjoy a luxurious or successful lifestyle due to the income they earn from Fluz. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through an audio or visual medium) that a Independent Promoter was able to quit their job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations as a direct result of their earnings from Fluz.

10) Confidential Information: You acknowledge that Fluz may provide Independent Promoters with proprietary and non-public information and reports relating to Independent Promoters’ activity, activity of other Independent Promoters, product features.  “Confidential Information” includes this non-public information and includes, but is not limited to, the identities, contact information, and/or activity relating to Fluz’s Independent Promoters and/or customers: (a) that is contained in or derived from any Independent Promoters’ respective Independent Promoter Account; (b) that is derived from any reports issued by Fluz to Independent Promoters to assist them in operating and managing their Fluz activities; and/or (c) to which a Independent Promoter would not have access or would not have acquired but for his/her affiliation with Fluz. Independent Promoter acknowledges that Confidential Information constitutes proprietary business trade secrets belonging exclusively to Fluz and is provided to Independent Promoters in strict confidence. Independent Promoter agrees that Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Independent Promoter’s use in promoting Fluz. The obligation of Independent Promoter to maintain Fluz information as Confidential Information pursuant to this provision shall survive for so long as Fluz may, in its sole discretion, consider the Confidential Information to be confidential.

11) Non-Disparagement: Complaints and concerns about Fluz should be directed to the Customer Service Team via the communication channels available within the app or at fluz.app.  During the term of this Agreement, Independent Promoters shall  not disparage, demean, or make negative remarks to third parties or other Independent Promoters about Fluz, its owners, officers, directors, management, other Fluz Independent Promoters, its rewards offerings, or Fluz’s directors, officers, or employees. Disputes or disagreements between any Independent Promoter and Fluz shall be resolved through the dispute resolution process, and the Company and Independent Promoters agree specifically not to demean, discredit, or criticize one another via any public forum.

12) Non-Solicitation. During the term of this Agreement and one (1) year following the termination of this Agreement, Independent Promoter agrees to not directly or indirectly solicit any other Fluz Independent Promoter to (i) join, enroll or affiliate with a direct competitor of Fluz; or (ii) terminate or alter the Independent Promoter’s business relationship with Fluz. As used in this paragraph, “solicit” includes the direct or indirect, actual or attempted, solicitation, encouragement, or effort to influence another Independent Promoter to promote a direct competitor even if the Independent Promoter’s actions are in response to an inquiry made by another Independent Promoter. As used in this paragraph “direct competitor” includes any competing app that would lead the Independent Promoter to discontinue or reduce use of Fluz.

13) Inducing Independent Promoters to Violate the Agreement: Independent Promoters shall not directly or indirectly induce, encourage, or assist another Independent Promoter to violate the terms of this  Agreement.

14) Only Bona Fide Transactions Permitted: Fluz prohibits bonus buying and strictly prohibits the processing of transactions in unreasonable amounts and prohibits the making of transactions only or primarily to qualify or earn compensation (Referral Incentives). Bonus buying is any mechanism or artifice to qualify for Royalty Levels, incentives, prizes, cash or bonuses that is not driven by bona fide product or service purchases by end user consumers and includes, but is not limited to:

  • Registering or making transactions as a nonexistent person or business entity or other artifice;
  • The enrollment of individuals or business entities without their knowledge of and/or execution of a Independent Promoter Agreement by such individuals or business entities;
  • The fraudulent enrollment of an individual or entity as a Independent Promoter;
  • The purchasing of products, services or other items on behalf of another Independent Promoter or customer or under another Independent Promoter account to qualify for commissions or bonuses; or
  • Unauthorized use of a credit card, bank account, or other funding source by a Independent Promoter when the Independent Promoter is not the account holder

Fluz retains the right to limit the amount of transactions anIndependent Promoter Independent Promoter may process if it believes, in its discretion, that Independent Promoter has made transactions solely for compensation or qualification purposes. Fluz may revoke a Royalty Level and/or any form of monetary or in-kind compensation if it was earned in violation of this policy.

15) Security of Independent Promoter Data and Confidential Information: Independent Promoter must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of Confidential Information and Independent Promoter data. Appropriate safeguards for electronic and paper records may include, but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; (iii) password-protecting computer files or locking up physical files containing Confidential Information and (iv) shredding or irretrievably deleting Confidential Information and Independent Promoter data. Independent Promoter must comply with all applicable privacy and data security laws, including security breach notification laws. In the event of an actual or suspected security breach affecting Confidential Information or customer data, where required by the applicable law, or if Fluz determines it advisable, the Independent Promoter shall promptly notify the affected customers and Fluz in writing after becoming aware of such security breach and specify the extent to which Confidential Information or customer data was disclosed or compromised and shall promptly comply with all applicable security breach disclosure laws. Independent Promoter, at her or his expense, shall cooperate with Fluz and affected customers and use their best efforts to mitigate any potential damage caused by a security breach, including by sending notice to the affected individuals, government or regulatory agencies, and consumer reporting agencies, if such notification is required by law.

16) Social Media: In addition to meeting all other requirements specified in these Terms & Conditions, should an Independent Promoter utilize any form of social media in connection with Fluz including but not limited to blogs, Facebook, Twitter, LinkedIn, TikTok, YouTube, and/or Pinterest, the Independent Promoter agrees to each of the following:

  • Independent Promoters 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.
  • Independent Promoters shall not make any social media postings, or link to or from any postings or other material that target individuals under the age of 18 years of age.
  • Independent Promoters 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 transactions or account activation may occur on or through any social media site. To process sales or account activations, a social media site must utilize an Independent Promoter’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 transactions must occur through the Fluz App’s user interfaces directly.
  • It is each Independent Promoter’s responsibility to follow the social media site’s terms of use.
  • If an Independent Promoter creates a presence on any social media site to promote or that relates to Fluz,  the page may not attempt to impersonate Fluz’s corporate presence or lead a reasonable member of the public to believe that FluzFluz LLC operates the social media presence.  Specific requirements of an Independent Promoter Independent Promoter’s social media presence include but are not limited to:
    • Usage of “Fluz” as the first word in a social media username or “handle”
    • Usage of a Fluz logo as the profile image of avatar
    • Usage of conspicuous branding elements that emulate or copy Fluz’s official brand presence
    • Content that conveys control of a specific geography, demographic group, affinity group, or exclusive rights to promote Fluz to any given segment of the population
    • Content that conveys that the social media presence is “official” or controlled directly by Fluz
  • Independent Promoters may only use Fluz’s trade name in a manner that clearly distinguishes themselves as Fluz Independent Promoter. Without limitation, this restriction applies to the identification of online groups, forums, and other pages created in online environments. The Fluz Independent Promoter Promoter logo is the only approved Fluz logo for member use.
  • Independent Promoters shall respect the privacy of other social media users. Independent Promoters shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming or bullying others.
  • Independent Promoters using social media outlets to promote Fluz must clearly and conspicuously identify themselves (by both name and as a Fluz Independent Promoter) 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.
  • 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 Independent Promoter Policies, including disclaimer requirements. Fluz reserves the right to insist upon the removal of such images or recordings. At all times, Independent Promoters must comply with all privacy laws and social media policies when using images or recordings of other individuals.
  • Independent Promoters should not respond to those who place negative posts about them, other independent Independent Promoters, or Fluz, as this may trigger discussions that potentially damage the Independent Promoter’s or Fluz’s reputation and goodwill.
  • Independent Promoters must disclose all forms of compensation received, if any, in exchange for promoting or endorsing Fluz or the Fluz App.  The method of disclosure may vary by social media platform, but use of sponsored post disclosures is required.

17) Sales of Tools & Services: Independent Promoter shall not charge for advisory, lead generation, training, or motivational services related to Fluz.  Furthermore, Independent Promoters may not sell Fluz sales tools, logo merchandise, or apparel, either physical or electronic. Though the time commitment to promote use of Fluz and referral to the platform should be limited, Independent Promoters may promote Fluz and encourageIndependent Promoter other Independent Promoters through in-person or virtual meetings Independent Promoters are permitted to collect monetary contributions from attendees if all of the following conditions are met:

  • The total amount collected from attendees does not exceed the total cost of meeting space rental/technology enablement, food/beverages provided, production of presentation materials, and copying/printing of materials distributed.
  • It is clearly stated in meeting invitations that the contribution is intended to offset the cost of hosting the meeting.
  • It is clearly stated in meeting invitations and at the meeting itself that the contribution is voluntary.
  • The requested contribution is a nominal amount.

18) Online Advertising: Independent Promoters may purchase banner ads, place videos, or promote “boost” content on social media platforms that is visible to the general public and to their “followers” (social media users who have affirmatively opted-in to view the Independent Promoter’s profile and content). Any Independent Promoter interested in a paid-post agreement or affiliate marketing agreement may also contact Fluz via fluz.app or the mobile app. 

Independent Promoters may not place ads on job boards, employment sites, or help wanted sites.

In order to create an equal opportunity to earn Referral Incentives for all Independent Promoters, Fluz prohibits certain keyword advertising and optimization tactics by our Independent Promoters.

  • Independent Promoters 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. Independent Promoters may also engage in keyword advertising or search engine optimization tactics using any merchant offer provided on Fluz.
  • Independent Promoters may not engage in keyword advertising or search engine optimization tactics using the trademarks or trade names of Fluz or any third-party. Independent Promoters may not use any derivative or mis-spelling of the Fluz or third-party trade-marked terms.

19) Unsolicited Telephone Calls, Text Messages and Email: Fluz does not permit Independent Promoters to send unsolicited text messages calls or emails.

20) Posting Advertising Materials Provided by Fluz: Fluz periodically updates, publishes, and makes available a wide variety of advertising templates for Independent Promoters use. Independent Promoters may not alter these templates other than to personalize them with their name and contact information or incorporate them into social media posts that comply with our above-written policies. All digital assets must remain intact and fully visible to the audience, and may not be edited or overlaid in a manner that substantially alters their content or hides content.  Independent Promoters may post physical advertising materials on private property with the written consent of the owner of such property. Independent Promoters may not post advertising materials on public property, including utility poles, street lights, traffic lights, parking meters or traffic signs.

21) Promoting Non-Fluz Offers: Fluz meetings or digital communication channels may not be used as a forum to express personal beliefs or promote any other organization, political cause, individual, or event that may be controversial, divisive, or polarizing unless specifically related to and/or approved by Fluz.  As Fluz secures additional merchant relationships, Independent Promoter can promote those merchants and their products. Independent Promoters can promote any offers that are listed in the Fluz App or those that may be combined with Fluz. Recognizing that many Independent Promoters operate as “influencers” or “creators,” and/or have multiple streams of income or interest, Fluz members may promote other earning opportunities, gig worker arrangements, or savings platforms provided that promotion of such other opportunities does not violate any terms of this Agreement.

22) Promoting Fluz Merchant Relationships: Fluz merchant relationships are central to offering Cash Back and Referral Incentives to Independent Promoters. Independent Promoter must comply with the branding guidelines outlined by Fluz for the merchant relationships. Independent Promoter 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.

23) Eligibility for Referral Incentives: To remain eligible for cash back rewards, commissions or bonuses, an Independent Promoter must make at least $10.00 in transactions via Fluz every rolling six (6) months. If a Independent Promoter does not meet this requirement, he/she will not be eligible to earn compensation from the purchases of other Independent Promoters in their Referral network, although they will still be eligible to earn cash back rewards on their own purchases.

24) Referral Relationship Changes: The only means by which an Independent Promoter may change their inviter/referrer is by voluntarily canceling his/her Fluz account and remaining inactive for six (6) full calendar months. Following the sixth calendar month period of inactivity, the former Independent Promoter may reactivate their account via a different referral link. The Independent Promoter will lose all rights to his/her former network up-on his/her cancellation

Term & Termination

25) Term and Renewal of Independent Promoter Agreement: 

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 these Terms and Conditions. This  Agreement will automatically renew 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 Independent Promoters.

26) Termination/Cancellation/Suspension: Fluz reserves the right to terminate all Independent Promoter 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. 

Notwithstanding any other provision in this Agreement, upon any breach by Independent Promoter of this Agreement, Fluz reserves the right, in addition to any available legal or equitable right or remedy, to terminate this Agreement upon written notice to the Independent Promoter. Fluz may limit a member’s ability to participate in a Fluz Reward Program, suspend anIndependent Promoter Independent Promoter’s account, limit a Independent Promoter’s access to Fluz in whole or in part, or terminate an Promoter Independent Promoter’s account, and/or invalidate any previously-earned or accumulated rewards if the company has a reasonable belief that a Independent Promoter has violated the Terms of this Agreement or at the company’s sole discretion.  Company decisions regarding termination, suspension, or limitation of access are binding and final.

27) Effect of Termination/Cancellation: Upon any termination of this Agreement, regardless of reason, an Independent Promoter will lose all Independent Promoter rights, benefits and privileges. This includes the right to represent yourself a Fluz Independent Promoter, to invite/refer new Independent Promoters, to transact for purchases via the Fluz platform and the right to receive cash back rewards, cash incentives, bonuses, or other income resulting from his/her own purchases and the transaction activities of the Independent Promoter and the Independent Promoter’s former referral network. Furthermore, the former Independent Promoter shall not utilize any Confidential Information or otherwise use any of the Company Marks. Upon any termination, a Independent Promoter shall have no rights with respect to his their former network.

28) Voluntary Cancellation: A Fluz Independent Promoter has a right to cancel at any time, regardless of reason. To permanently cancel a Membership, cancellation must be submitted in writing to Fluz  at its principal business address or by canceling his/her account through the Independent Promoter Account section in the Fluz App or at fluz.app.

29) Return of Fluz Promotional Materials by Independent Promoters Upon Cancellation or Termination: Fluz does not require any purchase of items, goods or services from Fluz, nor does it require payment of any fees to Fluz in order to join or remain an Independent Promoter. Should Fluz offer promotional materials, services, or fees for ancillary services, Independent Promoters may be entitled to a refund. Please note that transactions with merchants operating on the Fluz platform must be completed in accordance with their respective policies – the Fluz merchants’ return, refund, and exchange policies will apply for goods and services purchased via Fluz rather than from the company directly. Within 30 days from the cancellation or termination of a Independent Promoter’s Agreement, the Independent Promoter may return promotional items or materials 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 Independent Promoter’s cancellation or termination. Upon the Company’s timely receipt of returned goods and confirmation that they are in currently marketable condition, the Independent Promoter 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.

30) Account Transfers. Independent Promoters may not assign or transfer their rights under this Agreement without the prior written consent of Fluz. In this regard, transfer requests will only be approved if the request is to to update the taxpayer identification information from an individual’s name and tax ID number to a valid business entity if a transfer to a business entity has been approved.  In any such instance, the previously-named individual remains the primary contact for the account, and he or she remains party to the Agreement.

Miscellaneous

31) Limitation of Liability: Independent Promoter agrees that Fluz shall not be liable for, and Independent Promoter agrees to release, defend, and hold harmless Fluz from, all claims for special, indirect, incidental, punitive, consequential or exemplary damages of any kind or nature for any claim or cause of action relating to or arising from the Agreement.

32) Indemnity:  Independent Promoter agrees to indemnify and hold harmless Fluz, its officers, managers and employees from and against any damages, claims, or liabilities and expenses (including attorney’s fees)  arising from or relating to (i) Independent Promoter’s use of Fluz or promotion of Fluz and any activities related to it (e.g., the presentation of Fluz and/or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.); (ii) any negligent, reckless or intentionally wrongful act of Independent Promoter or any person acting on Independent Promoter’s behalf; (iii) any breach by Independent Promoter of any term of this Agreement; and (iv) any third-party claim alleging that Independent Promoter has violated or infringed upon any rights of third-parties, including but not limited to rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. Fluz may elect to exercise its indemnification rights by withholding any compensation due to the Independent Promoter. This right of setoff shall not constitute Fluz’s exclusive means of recovering or collecting funds due Fluz pursuant to its right to indemnification.

33) Assignment of Rights and Delegation of Duties: Independent Promoters 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.

34) 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.

35) Severability: 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 Independent Promoter against Fluz shall not constitute a defense to Fluz’s enforcement of any term or provision of the Agreement.

36) Warranty, Disclaimer: Fluz warrants to Independent Promoter that the Fluz App as and when delivered to Independent Promoter shall be free from material defects. Fluz’s sole obligation to Independent Promoter and Independent Promoter’s sole and exclusive remedy for breach of this warranty shall be to provide a replacement/updated App. To the maximum extent permitted by law, Fluz disclaims all other warranties with respect to Fluz platform, the Fluz cash back program, the Fluz Referral Incentive programs and any other subject matter of this Agreement, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement or accuracy.

37) Remedial Actions: Fluz reserves the right to take remedial action as necessary to enforce the terms of this Agreement and ensure appropriate conduct by Independent Promoters. Breach of this Agreement or any illegal, fraudulent, deceptive or unethical conduct by Independent Promoter may result, in Fluz’s discretion, in one or more of the following: (i) a written warning; (ii) requirement that Independent Promoter take immediate corrective measures; (iii) loss of rights to purchase Fluz products at discount prices or receive future commissions and bonuses; (iv) suspension of Independent Promoter’s right to engage in Fluz; (v) termination of this Agreement; or (vi) any other measure or action that Fluz, in its sole discretion, determines to be appropriate. The term “Business Entity” shall mean any corporation, partnership, limited liability company, trust or other entity that is party to a Fluz account. The term “Affiliated Party” shall mean any individual, partnership, trust, limited liability company, or other entity that has an ownership interest in, or management responsibility for, a Business Entity. A Business Entity and each Affiliated Party must comply with the Agreement. If a Business Entity and/or any Affiliated Party violates the Agreement, Fluz may take disciplinary action against the Business Entity and/or against any or all of the Affiliated Parties. In addition, if a household family member of a Independent Promoter engages in conduct that would be a violation of the Agreement, the conduct of the household family member shall be imputed to the Independent Promoter, and Fluz may take disciplinary action against the Independent Promoter.

38) Right of Publicity: Independent Promoters grant Fluz a revocable 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. Independent Promoters waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.  Independent Promoter may cancel this authorization by delivering written notice of revocation to Fluz.

39) 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 Independent Promoters a limited license to use its trademarks and trade names in promotional media for so long as the Independent Promoter’s Agreement is in effect. Upon cancellation of an Independent Promoter’s Agreement for any reason, the license shall expire and the Independent Promoter shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may an Independent Promoter 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 conducts live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Independent Promoters, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Independent Promoters 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. Independent Promoters shall not copy any such materials for their personal or business use without the Company’s prior written approval.

40) Media Inquiries: Independent Promoters must not interact with the media regarding Fluz. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Fluz’s marketing department.

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

42) Adjustment to Cash Back and Referral Incentives: Cash incentives stemming from transactions are 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 Merchant for a refund, or a chargeback occurs, the Independent Promoter payment attributable to the reversed or cancelled transaction 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 Independent Promoter and any related Independent Promoters who received cash back rewards, bonuses, and incentives on the sales of the refunded transaction.

Fluz reserves the right to withhold or reduce any Independent Promoter’s wallet balance 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 or government agency.

43) Returns and Refunds: Fluz does not offer refunds on goods or services except as described for any merchandise, events, or services in their respective terms & conditions. 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.

44) Reporting Errors: If an Independent Promoter believes that Fluz has made an error in their compensation, the structure of their referral network, referral attribution or any other error that impacts the Independent Promoter’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 Independent Promoters for losses for mistakes that are reported more than 60 days after the mistake occurs.

Governing Law and Dispute Resolution

45) Applicable Law: This Agreement, including any procedural or substantive rights in any arbitration, shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws. The Federal Arbitration Act shall otherwise govern all matters relating to arbitration.

46) Negotiation and Mediation. In the event of a dispute, claim or controversy arising from or relating to this Agreement, the Parties agree to try to resolve such dispute informally. In this regard, the aggrieved Party shall send a “Notice of Dispute” to the other Party which contains a brief statement setting forth the facts giving rise to the disputed matter and the relief requested by the aggrieved Party. The Parties agree to use reasonable, good faith efforts to settle any dispute through consultation and good faith negotiations within thirty (30) days following delivery of the Notice of Dispute. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation with a mediator mutually agreeable to the Parties. If the Parties are unable to agree on a mediator, the Parties agree to utilize JAMS to designate a mediator. Unless the Parties agree otherwise, including to conduct the mediation telephonically, the mediation shall take place in New York, New York within six (6) weeks following delivery of the Notice of Dispute. Independent Promoter and Fluz agree that the dispute resolution procedure set forth in this paragraph is a condition precedent which must be satisfied before initiating any arbitration against the other Party.

47) AGREEMENT TO ARBITRATE: THE PARTIES MUTUALLY AGREE THAT ANY CLAIM OR DISPUTE BETWEEN THEM ARISING FROM OR RELATING TO THIS AGREEMENT, THE FLUZ COMPENSATION PLAN OR THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT WHICH CANNOT BE RESOLVED BY NEGOTIATION OR MEDIATION SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION BEFORE A SINGLE ARBITRATOR UTILIZING AMERICAN ARBITRATION ASSOCIATION DISPUTE RESOLUTION SERVICES. BY AGREEING TO ARBITRATE, THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY.

  • The arbitration shall be governed by AAA Commercial Arbitration rules and procedures, which are available on AAA’ website at https://adr.org/sites/default/files/Commercial%20Rules.pdf. Copies of AAA Commercial Rules and Procedures will also be emailed to Independent Promoter upon request to Fluz.
  • In the event AAA is unwilling or unable to hear the dispute, the Parties shall agree to, or an appropriate court shall select, another arbitration provider. Unless otherwise agreed upon by the Parties, any arbitration hearing shall take place in New York, NY, although either party may elect to participate in the arbitration by telephone. The Party filing the Demand for Arbitration shall be responsible for the initial filing fees and costs charged by AAA and the respondent shall be responsible for payment of filing fees for any Cross-Complaint or Counterclaim. The Parties shall share equally the costs of case management fees, arbitrator fees or other fees charged by AAA other than the filing fees referenced above. The Parties shall bear their own costs for attorney’s fees, court reporter fees, transcript fees and other litigation costs.
  • Although this agreement to arbitrate is made and entered into between Fluz and Independent Promoter, Fluz’s affiliates, owners, members, managers, and employees (“Related Parties”) are intended third party beneficiaries of the Agreement, including this agreement to arbitrate
  • This agreement to arbitrate shall survive the termination of this Agreement. Any issues related to the arbitrability of any claim, or the scope, validity or enforceability of this agreement to arbitrate shall be determined by the arbitrator. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery via courier. The Demand for Arbitration must include a statement of the legal and factual basis of the claim(s) to be arbitrated. The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure and the parties shall be permitted to bring motions under FRCP Rules 12 and 56. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a final judgment in a court of competent jurisdiction.
  • The Independent Promoter agrees that this agreement to arbitrate is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply to any and all claims to the maximum extent permitted by law.

48)Class Action Waiver: Independent Promoter agrees that by entering into the above agreement to arbitrate Independent Promoter is waiving Independent Promoter’s right to have any dispute or claim brought, heard or arbitrated as a class action lawsuit or class action arbitration, any mass action, any private attorney general lawsuit or private attorney general arbitration, or any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. The Parties agree that an arbitrator shall not have any authority to hear or arbitrate any class or collective action. The Parties agree that any claim that all or part of this class action waiver is unenforceable shall be determined by an arbitrator. The Parties further agree that if an arbitrator determines that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in arbitration.

49) Equitable Relief: Notwithstanding the Parties’ agreement to arbitrate and where permissible by law, Fluz may bring an action in a state or federal court located in New York, NY to obtain a restraining order, temporary or permanent injunction, or other equitable relief that may not otherwise be available to in arbitration. Failure by Fluz to pursue negotiation and mediation pursuant to this Agreement shall not bar an action for equitable relief pursuant to this paragraph. Fluz may also seek judicial enforcement of an arbitration award in any court of competent jurisdiction.

50) Venue: The Parties agree that the state and federal courts located in New York, NY shall be the sole and exclusive venue and forum for any lawsuit or court proceeding between the Parties and each Party consents to personal jurisdiction in such courts and waives any and all objections to venue, jurisdiction or forum that might otherwise be available to either Party.

51) Louisiana Residents: Notwithstanding any other provision of this Agreement, if the Independent Promoter is a resident of Louisiana, the applicable law, jurisdiction and venue of any dispute between the parties arising from this Agreement shall be pursuant to Louisiana law.

52) Time Limitation: If either Party wishes to bring an action against the other Party for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims for such act or omission.

53) Notices: Unless otherwise provided in this Agreementany notice or other communication required to be given under this Agreement shall be in writing and shall be deemed delivered to the other Party (i) upon personal delivery or delivery by professional courier; (ii) when sent by confirmed facsimile or electronic mail; or (iii) if mailed by registered, certified or express mail to Fluz at 234 Fifth Avenue, Second Floor, New York New York 10001 to Independent Promoter at the current address on file provided by Independent Promoter  to Fluz. If by mail, delivery shall be deemed effective by the date shown on the return receipt or if there is no receipt three (3) days after.

54) Survival: Unless otherwise noted above, the Parties agree that sections 10, 15, 27, 31, 32, 36, 38, 45 through 50, 52, and 53 shall survive any termination or expiration of this agreement.