This cardholder agreement (“Agreement”) outlines the terms and conditions that apply to the use of the Card (as defined below) and related Services (as defined below).

The Account Owner (as defined below) is responsible for notifying the Administrator (if any and as defined below) and Authorized User(s) (if any and as defined below) of their authority and obligations under this Agreement and for ensuring their compliance with this Agreement. Each Authorized User must agree to comply with the terms of this Agreement to receive a Card and use the Services.

THIS AGREEMENT REQUIRES ALL DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL PARTY ARBITRATION. THE TERMS OF THE ARBITRATION CLAUSE APPEAR AT THE END OF THIS AGREEMENT.

A. Using the Services

1. Definitions

• • “Administrator” means any person that may be designated and authorized by the Card Account Owner to administer the Card Account and associated Cards and/or act on Card Account Owner’s behalf in connection with this Agreement, including without limitation designating Authorized Users, funding Cards, and setting Card limitations. The Administrator will administer the Card Account and each Card Account only as described in this Agreement and as authorized by the Card Account Owner.
  • “Authorized User” means any person authorized by the Administrator to use Cards or the Card Account on the Card Account Owner’s behalf.
  • “Card Account” is your means of access to the Services offered by us and facilitates issuance of Cards that may be used by Authorized Users.
  • “Card Account Owner” means the Fluz customer that has qualified for and established a Card Account and one or more Cards.
  • “Services” consist of Fluz software and technology that provide you with the opportunity to apply for and use a Fluz Mastercard® (as defined below) in connection with your Card Account. The Services include Fluz’s website, mobile app, and other platforms, as applicable. Fluz is not a bank and does not offer banking services as defined by the United States Department of Treasury. You must open a Card Account before accessing the Services.
  • “Card” means the Mastercard payment card issued to you by the Issuer. Your account with the Card Issuer is not interest bearing and is non-transferable. The Card is reloadable.
  • “Issuer” refers to TransPecos Banks, SSB, Member FDIC.
  • “Partner Banks” refers to our bank partners that provide financial services to us, such as the banks we may use to perform ACH debits or payment card acquiring transactions to fund your purchases. Depending on the context, “Partner Banks” may also include the Issuer.
  • “We,” “us,” “our,” and “Fluz” refers to Fluz Fluz LLC and the Issuer, TransPecos Banks, SSB, Member FDIC.
  • “You” and “your” refer to the Card Account Owner.

2. About the Program

By using the Services, you agree to be bound by the Fluz Terms of Service (https://fluz.app/us/legal/​) (the “Terms of Service”), this Agreement, and all other terms, policies and guidelines applicable to the Services used (including but not limited to the Fluz Privacy Policy: https://fluz.app/us/privacy-policy/) (“Privacy Policy”).

Cards will be linked to your Card Account. Purchases made with Cards will automatically be listed on your Fluz mobile application or web portal or elsewhere in the Services.

The Card is designed to make purchases for certain goods and services online or wherever Google Pay or Apple Pay is accepted.

Fluz and/or its program partners may restrict transactions based on attributes such as, but not limited to, merchant category code, merchant ID, merchant name, and/or location.

3. Fees

The following fees are assessed on your use of the Card.

All Fees	Amount	Details
Using your card outside the U.S.
Foreign Transaction Fee	3%	This is our fee. You may also be charged a fee by any retailers or financial institutions involved in your transaction.

Your purchases may be subject to additional fees from your Funding Account provider or from individual merchants. These fees are not assessed or received by Fluz and Fluz is not responsible for them.

4. Requirements to use the Services

We may, but are not required to, instruct a Card Account Owner to designate an Administrator (via the Services or as we otherwise instruct) to act on Card Account Owner’s behalf, fund Card Accounts for use by Authorized Users, and otherwise administer Card Accounts.

By accepting these terms, you represent and warrant that:

• • You have accepted the Fluz Independent Promoter Terms of Use and remain in full compliance of those terms of service.  Termination of your Independent Promoter agreement will also result in closure of your Card Account.
  • You have all necessary organizational power and authority to establish Card Accounts, enter into this Agreement, and perform all obligations under this Agreement;
  • You are EITHER a U.S. citizen (or a legal resident with a U.S. tax ID number, passport number and country of issuance or other government-issued document evidencing nationality that is acceptable to Issuer) of at least 18 years of age (or older if residing in a state where the majority age is older) or are a U.S. business entity with a U.S. employer identification number;
  • Any information you provide in connection with the Services accurately and truthfully represents your identity and the identity of any associated business;
  • You and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you;
  • You will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services;
  • The personal and business information you provide to us is true, correct, and complete;
  • The individual accepting and agreeing to this Agreement has corporate authority to accept and agree to this Agreement on the Card Account Owner’s behalf;
  • Any designated Administrator and Authorized User is at least 18 years old and a citizen or legal resident of the United States;
  • Each Administrator, if any, has been authorized by the Card Account Owner to administer the Card Account, and each Authorized User has been authorized by the Administrator to use a Card Account;
  • You have provided any Administrator and Authorized User with a copy of this Agreement, the Terms of Service, and the Privacy Policy, and they have agreed to comply with all such terms and conditions therein;
  • You have not been previously banned from using our Services, and you have not previously violated our Terms of Service; and
  • You have not been barred from receiving similar services under the laws of the United States.

By activating a Card Account or Card, or using the Services in any way, the Administrator or Authorized User represents that they have read and understand this Agreement and that they agree to be bound by the same terms and conditions of hereof, the Terms of Service, and the Privacy Policy.

5. Your Agreement on Card Use

With each transaction you, an Administrator, or an Authorized User, process through the Service, you represent, warrant and agree that:

• • The Card transaction represents a bona fide sale;
  • The Card transaction accurately describes the goods and/or services obtained from the merchant;
  • You will fulfill all of your obligations to the merchant and will resolve any dispute or complaint directly with the merchant;
  • You and the Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you, including any applicable tax, wage and hour, and tip laws and regulations; and
  • You will not use the Service in a fraudulent, disruptive, aggressive, manipulative or any other inappropriate matter.

The Card Account Owner is responsible for all transactions initiated and fees incurred by use of a Card and Card Account. If an Administrator or an Authorized User permit another person to have access to a Card or Card number, we will treat this as if the Administrator has authorized such person to use the Card, and the Card Account Owner will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. The Card Account Owner will further be responsible for any transactions made and any fees incurred by the Authorized User, even if the Authorized User exceeds the scope of the authority granted to such Authorized User by the Card Account Owner. Transactions will be considered unauthorized only after an Administrator notifies us that the person is no longer authorized to use the Card.

By designating any individual as an “Administrator,” the Card Account Owner acknowledges and agrees that the actions or omissions of any Administrator shall be taken on the Card Account Owner’s behalf and the Card Account Owner shall be fully responsible and liable for such actions or omissions as if they were the actions or omissions of the Card Account Owner. Administrator’s obligations in this Agreement shall be deemed to be obligations of the Card Account Owner.

The Card Account Owner is the owner of all funds allocated as a funding source for any Card Account at all times, and each Authorized User agrees that the Card shall only be used as authorized by the Card Account Owner. The Card Account Owner acknowledges and agrees that the funds associated with the Card Account and any Card Account is limited to the funds that have been allocated to any Card Account pursuant to this Agreement.

6. Prohibited Uses

You, Administrator, and any Authorized User may not, nor may such parties permit any third party, directly or indirectly, to:

• • Export the Services, which may be subject to export restrictions imposed by U.S. law, including U.S. Export Administration Regulations (15 C.F.R. Chapter VII);
  • Use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
  • Use the Service in conjunction with automated purchasing software programs;
  • Use the Service to exploit new users, referral programs, promotions offered by other merchants, or otherwise use the Service to violate the terms and conditions of a merchant;
  • Act as a payment facilitator or otherwise resell the Services to any third party; or
  • Use the Services to handle, process or transmit funds for any third party.

In addition, you may not, nor may you permit any third party, directly or indirectly, to use the Services for the following businesses or activities:

• • Any illegal activity or goods,
  • Paraphernalia that may be used for illegal activity,
  • Unauthorized multi-level marketing businesses,
  • Rebate based businesses,
  • Unlicensed betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races,
  • High-risk products and services, including telemarketing sales.

We do not support the use of, and you agree not to use the service or the Card for, certain services or at stores offering certain types of services, including, but not limited to, (1) ATM cash withdrawals; (2) massage parlors, escort, or similar services, or (3) other stores that do not meet our or Fluz’s Ethical Standards. There may be other services or merchant types that our not supported depending on your payment or financing method.

We do not warrant that the Card will be blocked for use with such services or merchants and you will not be relieved from your obligation to repay Fluz for such transactions.

7. Authorized Users

An Authorized User cannot use a Card to perform transactions until the Administrator or Authorized User has activated the Card as instructed by the Administrator.

Prior to distributing a Card to an Authorized User, the Card Account Owner or Administrator, as applicable, is responsible for ensuring each Authorized User agrees to:

• • The Terms of Service and Privacy Policy;
  • The terms of this Agreement;
  • Provide all information we may request from the Authorized User;
  • Provide only true, accurate, current, and complete information; and
  • Promptly notify us of any changes of Authorized User’s information.

8. Payment Authorizations

A. Adding a Funding Source

In order to use the Services, you must first add an eligible funding source (the “Funding Account”) to your Card Account via the Fluz website, mobile app, or other Services. By entering your funding source information on the Fluz site or app, you will have signed the ACH authorization. You may want to print and save a copy for your records. You can change a funding source on the Fluz website, in the Fluz mobile app, or otherwise via the Services. You agree that the Administrator has authority to add a Funding Account and authorize us to electronically draw funds from such Funding Account.

When you add a funding source to your Card Account, you agree that:

• • • You are the owner of the Funding Account;
    • You are authorized to transfer funds from that Funding Account;
    • You authorize us to initiate debits from your Funding Account according to your Instructions; and
    • You will maintain a balance or available credit limit in the specified Funding Account that is sufficient to fund all payments you initiate.

B. Your Electronic Funds Transfer and ACH Debit Authorization

When you (or an Administrator or Authorized User) use the Services, you authorize the Issuer to immediately debit your Funding Account or the funds loaded onto the card, as applicable, by the amount of any transactions made using the Card, including any applicable fees. Your authorizations will remain in full force and effect until you close your Card Account is closed or terminated.  Any attempt by you to revoke this authorization will result in your inability to use the Services.

If you provide us with the ACH routing and account information for your Funding Account, you authorize Fluz and our partner bank to initiate electronic transfers (via the Automated Clearing House (“ACH”) of Nacha – The Electronic Payment Association (“Nacha”)) from your Funding Account up to your card spending limits, as applicable, on a daily (or such other applicable) basis. You agree that ACH transactions you authorize comply with all applicable laws.

When your checking account is used as your funding source for a transaction, you are requesting that the Issuer or another of our Partner Banks initiate an electronic transfer on your behalf from your bank account. You agree that we may resubmit any ACH debit you authorized that is returned for insufficient or uncollected funds, except as otherwise provided by Nacha’s rules, or applicable law.  Where any amount owed by you for use of the Services is more than your card spending limits, as applicable, you authorize us and our Partner Banks to debit your Funding Account for the amount owed.

For all other payment methods, such as debit card funding, you authorize Fluz to transmit payment details to a bank acting under Fluz’s instructions to charge your Funding Account. You agree to maintain funds in the specified Funding Account that are sufficient to cover all of your activities with the Services.

You will indemnify and hold us and our Partner Banks harmless from any claims by any other owner of the account. You are responsible for confirming the accuracy of the information you provide about each payment.

C. Inability to Access Funds from your Funding Account

If we are unable to access funds from your specified Funding Account to complete a transaction that you, an Administrator, or an Authorized User request for any reason (for example, if there are insufficient funds or credit available in your Funding Account to cover the requested transaction), the transaction may not be completed. In such case, you agree:

• • • You will reimburse Fluz immediately, upon demand, for the transaction amount to the extent that Fluz sent a payment to the payee on your behalf;
    • You will reimburse Fluz for any fees imposed on us as a result of the failed transaction; and
    • You will reimburse us for any fees we incur in attempting to collect the amount of the failed transaction from you.

We are not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) that result from your failure to maintain a balance or available credit in the Funding Account that is sufficient to fund all payments you initiate.

D. Bank Account Information and Authorized Actions

If you choose to add a bank account as your Funding Account for your Services, you will be asked to provide access credentials (such as a username and password) that allow you to gain online access to your account at that third-party financial institution (your “Authorized Bank Account”).

Fluz works with third party services, including but not limited to Plaid Technologies, Inc. (“Plaid”), Teller Inc and MX Technologies who will securely store pursuant to industry standards any Authorized Bank Account access credentials that you provide and will access your Authorized Bank Accounts for the purposes of providing and improving the Services. You may only provide account access credentials for and authorize us to access valid accounts that you hold in your own name. You may not provide access credentials for an account that is held by a third person.

If you choose to provide your Authorized Bank Account credentials to us, you authorize us to use this information to provide you with the Services. This authorization will remain in effect until you notify us that you wish to revoke it, which may affect your ability to receive the services. Plaid’s services and use of your information, including on or through the Services, are governed by its Terms of Use and its Privacy Policy located at https://plaid.com/legal, https://teller.io/legal#end-user-terms-of-service and https://www.mx.com/terms/.

 

C. Our Rights Regarding the Services

1. Modifications to this Agreement

You agree that Fluz and the Issuer may modify this Agreement, or any other Fluz terms, policies, or guidelines at any time in our sole discretion. Any new agreement will be effective immediately, by posting a new agreement and updating the “Last Updated” date at the top of these terms, except as otherwise required by law.  You agree that, even if you have not personally visited the website with the new terms of this Agreement, the new version of the Agreement will have full force immediately. To the extent permitted by applicable law, you agree to waive any right you may have to receive additional notice of such changes.

Your continued use of the Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications. You should frequently review these terms and all applicable terms, policies and guidelines to understand the terms and conditions that apply to your use.

If you do not agree to the amended Agreement, you must stop using the Services. Any use of the Services in violation of this Agreement may result in, among other things, termination or suspension of your right to use the Services. You agree that your use of the Services will always be subject to the most current version of this Agreement at the time of such use.

2. Limits on Use of the Services

You acknowledge that Fluz or our Partner Banks may impose limits on your use of the Services. We may not allow payment from all types of funding sources, and we may otherwise limit payments and/or payees at our discretion.  You cannot use the Cards in any way beyond their intended purpose.

For security and fraud protection, Fluz may impose limits on the dollar amount that you can authorize in a transaction, and over a period of time. In addition to these set limits, Fluz and its Partner Banks retain the right to impose additional limits at our discretion. Except as required by applicable law, other limits may apply, as may be described on or in Fluz’s website, dashboard, and/or elsewhere within the Service.

An Administrator may have the ability to set limits on each Card and Card Account through the Services, including but not limited to limits on categories of purchases or aggregate amounts of purchases over a designated time.

The Card Account Owner and/or Administrator must update the Services’ settings or notify us to revoke permission for an Authorized User to use the Card and/or Card Account. Any revocation of such permission will be effective only after a reasonable time to process such update.

3. Investigations, Account Suspensions and Termination

Fluz and our Partner Banks reserve the right to investigate your, each Administrator’s and each Authorized User’s use of the Service for compliance with this Agreement and in order to comply with law, regulation, legal process or government request.

We may refuse to process any transaction that we believe violates the terms of this Agreement, the Terms of Service, any other agreements between you and Fluz or any applicable network rule or law.

The Card is the property of the Issuer and must be surrendered upon demand. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice.

If we suspect you, any Administrator, or any Authorized User of violating this Agreement, any applicable Terms of Service, network rule or law, Fluz or Issuer may suspend or terminate your ability to access the Services under any or all of your accounts. Fluz reserves the right to determine whether or not you have access to these services.

4. Identity Verification

To help the government fight the funding of terrorism and money laundering activities, federal law requires us to help the Issuer obtain, verify, and record information that identifies each person who requests to use the Services.

When you register for the Services, we will ask for your name, address, date of birth, and Tax Identification Number or Government Issued documents.  If you are a registered entity, we will ask for your company name, employer identification number, and the names, addresses, dates of formation, and other information about each Administrator and Principal Account Owner (as defined below) that will allow us to identify you and each Administrator and Principal Account Owner. You authorize us and our partners to make inquiries that we consider appropriate and use third party services to help us verify such persons’ identity and determine if we should open, maintain, collect or close the Card Account.

“Principal Account Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions.

We may make additional requests for information at any time. We may require you or any Administrator or Authorized User to provide a taxpayer identification number, take steps to confirm ownership of a designated email address or financial instruments, provide a copy of an identifying ID card such as a driver’s license or passport, and verify information provided against third party databases or through other sources.

We, and our Partner Banks, may also report the status, history and/or closure of your account to third-party services.

If this information is not provided or we cannot verify an identity, we can refuse to allow use of the Services, or suspend or terminate the Card Account, any Card Account, or any Card. You are responsible and liable for all transactions, withdrawals, deposits and fees that arise out of all use of the Card Account, any Card Account, and any Card.

D. History, Refunds, Errors, Disputes, and Registration

1. Payment History

When you, an Administrator, or an Authorized User use your Card, a record of the transaction will automatically be recorded in the “Transactions” section of the Fluz Application. Such Card user should also receive a receipt directly from the merchant.

Except as required by law, the Card Account Owner, Administrator, or Authorized User, as applicable, is responsible for:

• • Compiling and retaining permanent records of all transactions and other data associated with the Card Account and use of the Services, and
  • Reconciling all transactional information that is associated with the Card Account.

If you believe that there is an error or unauthorized transaction activity associated with your Card Account, you must contact us immediately, see Section D.3 below (Processing Errors) for more information.

2. Refunds and Returns

If you are entitled to a refund for any reason for goods or services obtained with a Card, the return and refund will be handled by the merchant. The refund may not be available for a number of days after the date the refund transaction occurs. Refunds will be recorded along with other transactions in the Wallet section of the Fluz Mobile App and Website.

3. Processing Errors

Contact customer service at +1 888-960-0526 or via email at [email protected] as soon as you can if you think an error has occurred involving your Card Account. We must hear from you no later than 60 days after the earlier of the date you electronically access your Card Account, if the error could be viewed in your electronic transaction history, or the date we sent the FIRST written transaction history on which the error appeared. When you notify us about an error involving your Card Account, you will need to tell us: (a) your name and Card number; (b) why you believe there is an error and the dollar amount involved; and (c) approximately when the error took place. If you tell us orally, we will mail you a form to complete and return. You must return the form or your own letter outlining the details of the error to customer service within ten business days of your oral notification. We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate the complaint or question. If we decide to do this, and your account is registered with us, we will credit your Card Account within ten business days for the amount you think is in error, so that you will have the use of the funds credited to your Card Account during the time it takes us to complete our investigation. If we ask you to put your complaint in writing and we do not receive it within 10 business days, we may not credit your Card Account. Keep reading to learn more about how to register your Card. For errors involving new Card Accounts, foreign currency transactions, or debit point-of-sale transactions, we may take up to 90 days to investigate a complaint or question. For new Card Accounts, we may take up to 20 business days to credit your Card Account for the amount you think is an error. We will tell you the results within 3 business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If you need more information about our error resolution process, contact customer service.

4. Merchant Disputes

We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that Authorized User purchases with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.

5. Unauthorized Transfers

Tell us AT ONCE if you believe your Card has been lost or stolen or your PIN has been compromised or you believe a transaction has been made without your permission using information from your Card Account. Contact customer service immediately to keep possible losses to a minimum. Contacting us by telephone at +1 888-960-0526 or via email at [email protected] is the best way to minimize possible losses. You could lose all the money in your Card Account. If you tell us within two business days after you learn of any unauthorized transactions, you will lose no more than $50 if someone accessed your Card Account without your permission. If you DO NOT tell us within two business days after you learn of an unauthorized transaction, and we can prove we could have stopped someone from accessing your Card Account without your permission if you had told us, you could lose as much as $500. Also, if your Card Account transaction history or other information shows transfers that you did not make or authorize, tell us at once. If you do not tell us within 60 days after the information is made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip, a hospital stay, or other extenuating circumstances) kept you from telling us, we will extend the times specified above to a reasonable period. You agree to cooperate reasonably with us in our attempts to recover funds from, and to assist in the prosecution of, any unauthorized users of your Card Account.

6. Additional Limits on Liability Under Card Network Rules.

If any applicable card network limited liability rules apply to the Cards and/or Card Accounts, Card Account Owner’s losses shall be modified pursuant to that policy.

7. Registration

It is important to register your Account as soon as possible. Until you register your Card Account and we verify your identity, we are not required to research or resolve any errors regarding your Card Account. To register your Account, go to the Verification section of the Fluz mobile application or call us at +1 888-960-0526. We will ask you for identifying information about yourself (including your full name, address, date of birth, and Social Security Number or government-issued identification number), so that we can verify your identity. If you have a registered business, we will also ask for identifying information about your business.

8. Our Liability to You

If we do not complete an electronic fund transfer to or from your Card Account on time or in the correct amount according to this Agreement, we may be liable for your losses or damages. However, there are some exceptions. We will not be liable if: (a) through no fault of ours, you do not have enough available funds in your Card Account to perform the transaction; (b) circumstances beyond our control (such as fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line disruption, or natural disaster) prevent or delay the transfer despite reasonable precautions taken by us; (c) the system, ATM, or point-of-sale terminal was not working properly and you knew about the problem when you initiated the transaction; (d) the funds in your Card Account are subject to legal process or are otherwise not available for transactions; (e) the merchant refuses to accept your Card; (f) if access to your Card has been blocked after you reported your Card lost or stolen; (g) if we have reason to believe the transaction is unauthorized; (h) the transaction cannot be completed because your Card is damaged; or (i) any other exception stated in this Agreement.

E. Other Terms

1. Preauthorized Transfers

Except as otherwise provided in this Agreement, you may use your Card to make regular, preauthorized payments to merchants. If a preauthorized payment will vary in amount from the previous payment under the same authorization or from the preauthorized amount, the merchant should tell you at least ten days before such payment when the payment will be made and how much it will be. You may choose instead to get this notice from the merchant only when the payment would differ by more than a certain amount from the previous payment or when the amount would fall outside certain limits that you set by notifying the merchant. If you have authorized us in advance to make regular payments with your Card Account, you can stop these payments by calling customer service at least three business days or more before the applicable payment is scheduled to be made. If we do not receive your request at least three business days before the scheduled payment date, we may attempt, in our sole discretion, to stop the payment. However, we assume no responsibility for our failure or refusal to do so, even if we accept your stop payment request. If you call us, we may also require you to put your request in writing and provide it to us within 14 days after you call. If we do not receive the written request within 14 days, we may honor subsequent debits to your Card Account. For individual payments, please specify the exact amount (dollars and cents) of the payment you want to stop, the scheduled date of the payment, and the identity of the payee. Unless you tell us that all future payments to a specific recipient are to be stopped, we may treat your stop-payment order as a request concerning the one payment only. If you order us to stop one of these payments at least three business days before the payment is scheduled and we do not do so, we will be liable for your losses or damages related thereto.

2. Electronic Delivery of Notices

To the extent permitted by applicable law, Card Account Owner consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to Card Account Owner and Authorized Users under this Agreement and in connection with Card Account Owner’s use of the Services (collectively, “Communications”) that we may otherwise be required to send or provide Card Account Owner in paper form. By accepting and agreeing to this Agreement, Card Account Owner represents that: (1) Card Account Owner has read and understands this consent to use electronic signatures and to receive Communications electronically; (2) Card Account Owner satisfies the minimum hardware and software requirements specified below; and (3) Card Account Owner’s consent will remain in effect until Card Account Owner withdraws their consent as specified below.

Card Account Owner’s consent to receive Communications electronically will remain in effect until Card Account Owner withdraws it. Card Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at +1 888-960-0526. If Card Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close the Card Account and all associated Card Accounts and return the remaining Card Account and Card Account balances as set forth in this Agreement (in which case Authorized Users will no longer be able to use a Card or participate in the Program, except as expressly provided in this Agreement) or charge Card Account Owner a fee for paper copies of Communications. Any withdrawal of Card Account Owner’s consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Card Account Owner’s withdrawal. Please note that Card Account Owner’s withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Card Account Owner before the withdrawal of Card Account Owner’s consent becomes effective.

To ensure that we are able to provide Communications to Card Account Owner electronically, Card Account Owner must notify us of any change in their email address by updating Card Account Owner’s profile on the App, or otherwise via the Services.

Card Account Owner should print and save or electronically store a copy of all Communications that we send to Card Account Owner electronically. We reserve the right to assess a fee for any such paper copy.

To access and retain Communications provided to Card Account Owner electronically, Card Account Owner must have (1) a valid email address, (2) a computer or other mobile device (such as tablet or smartphone) that operates a platform like Windows or Mac, and (3) a Current Version of a commercially available internet browser and a Current Version of a program that accurately displays PDF files. “Current Version” means a version of the software that is currently being supported by its publisher.

We reserve the right, in our sole discretion, to communicate with Card Account Owner in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify Card Account Owner of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.

3. Telephone Communication

We (or our program partners) may record and/or monitor any telephone conversations with you or any Administrator or Authorized User. If we do record, we (or our program partners, as applicable) do not have to keep the recordings, unless applicable law says that we must. When you, an Administrator, or an Authorized User give us a mobile number, we (or our program partners) have your permission to contact such party at that number about their use of the Services. Such consent allows us and our program partners or service providers to use text messaging, artificial or prerecorded voice messages, and automatic dialing technology for informational and service calls, but not for telemarketing or sales calls. This communication may include contact from companies working on our behalf to service the Card Account. Message and data rates may apply. You may change these texting and messaging preferences by emailing [email protected].

4. Address or Name Changes

You are responsible for notifying us of any change in the Card Account Owner’s name, physical address, mailing address, email address, or phone number. Requests for address or name changes may be subject to additional verification requirements.

We will attempt to communicate with you only by use of the most recent contact information you have provided to us. You agree that any notice or communication sent to you at an address noted in our records shall be effective unless we have received an address change notice from you.

We cannot accept responsibility for any email messages not received by you or for any delay in the receipt or delivery of any email notification. If you make your email account available to any other individual, you agree that you are responsible for any release of any Account information to such individual.

Card Account Owner agrees to notify us immediately if the Administrator’s or any Authorized User’s status with Card Account Owner has changed. Failure to do so may result in information regarding the Card, Card Account or Card Account being delivered to the wrong person or your transactions being declined. In such event, we shall not be responsible for any resulting misuse of funds available in the Card Account or Card Account.

Card Account Owner must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy or reorganization of Card Account Owner or change in principal owners. Card Account Owner’s Card(s), Card Account and Card Account may be terminated by us in the event of a change of control, reorganization, restructuring, conversion, consolidation, division, or merger of Card Account Owner.

5. Confidentiality

You acknowledge and agree that the Issuer and Fluz may, subject to applicable law, share information regarding you, the Card Account, the Cards, the Card Accounts, and Card transaction activity as necessary to provide customer service, service the Cards or your Card Account, investigate and act on the Cards or your Card Account and/or your Cards- or Card Account-related claims and as necessary to comply with applicable law. Information about the Cards, your Card Account, or the transactions you make with any of them may be disclosed to third parties:

• • Where it is necessary for completing transactions;
  • In order to verify the existence and condition of the Cards for a third party, such as a merchant;
  • In order to comply with government agency, court order, or other legal, regulatory or administrative reporting requirements;
  • In order to prevent, investigate or report possible illegal activity;
  • In order to issue authorizations for transactions on the Cards;
  • If you consent by giving us your written permission;
  • To service providers who help us administer and provide the Cards and related Fluz Services;
  • To our employees, auditors, affiliates, service providers, or attorneys as needed;
  • As permitted by applicable law;
  • As necessary to fulfill our obligations under this Agreement; or
  • As set forth in the Fluz Privacy Policy and Issuer’s privacy policy.

6. No Warranty Regarding Goods or Services as Applicable

Fluz and the Issuer are not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with a Card.

7. No Warranty of Availability or Uninterrupted Use

From time to time, the Services may be inoperative, and when this happens, you, an Administrator, or an Authorized User may be unable to use a Card or obtain information from a Card, including your Card Account. Please notify us immediately at [email protected] if you have any problems using a Card. You agree that the Issuer, Fluz, and their respective affiliates, employees, or agents are not responsible for any interruption of service.

8. Miscellaneous

1. 1. Assignment: To the extent permitted by applicable law, we may assign this Agreement without obtaining your consent. You may not assign or transfer your Card Account, any Card, or this Agreement without our prior written consent.
   2. Severability: This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect. Neither the Issuer nor Fluz waives its rights by delaying or failing to exercise them at any time. This Agreement will be governed by the law of the State of Connecticut except to the extent governed by federal law.
   3. Language: This Agreement was drafted in English. In the event that this Agreement, or any part thereof, is translated to a language other than English, the English-language version shall control in the event of a conflict.
   4. Section Headings: Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.
   5. Cancellation: The Issuer or Fluz may cancel or suspend Cards or this Agreement at any time. You may cancel this Agreement by returning all Cards to the Issuer, or contacting [email protected]. Your termination of this Agreement will not affect any of the Issuer’s or Fluz’s rights or your obligations arising under this Agreement prior to termination. In the event Cards are canceled, closed or terminated for any reason, you will no longer be able to transact with those cards.  No funds are held on those cards.
   6. Entire Agreement: This Agreement comprises the entire agreement between you and Fluz with respect to the above subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications.

9. Indemnification

You agree to defend, indemnify, and hold harmless Fluz, Issuer, our program partners, the parties with whom we contract to offer the Cards, the Card Accounts, the Card Account, and related services, and any parents, subsidiaries, and other affiliated companies of any of the foregoing (collectively, the “Indemnified Parties”), and all Indemnified Parties’ employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that arise from your violation of this Agreement, applicable law, or any third-party rights or your fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

10. Limitation of Liability

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, NONE OF Fluz, ISSUER, OUR PROGRAM PARTNERS, THE PARTIES WITH WHOM WE CONTRACT TO OFFER THE CARDS, THE CARD ACCOUNTS, THE CARD ACCOUNT, AND RELATED SERVICES, AND ANY PARENTS, SUBSIDIARIES, AND OTHER AFFILIATES OF ANY OF THE FOREGOING (THE “LIMITED PARTIES”), AND ALL LIMITED PARTIES’ EMPLOYEES, CONTRACTORS, OFFICERS, AND DIRECTORS ARE NOT RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE CARDS, THE SERVICES, ANY PRODUCTS OR SERVICES PURCHASED USING A CARD, OR THIS AGREEMENT (AS WELL AS ANY RELATED OR PRIOR AGREEMENT THAT YOU MAY HAVE HAD WITH US).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE LIMITED PARTIES IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY Fluz IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $10.

11. Survival

The provisions related to indemnification, limitation of liability, arbitration and any other provisions necessary to give effect to a party’s rights shall survive the termination of the Agreement, the bankruptcy of any party, any transfer, sale or assignment of the Card Account, any Card, or any Card Account, or expiration of any Card or Card Account.

F. Arbitration

1. Agreement to Arbitrate

You, Fluz and Issuer agree to arbitrate any and all disputes arising from your attempted or actual use of the Services (“Dispute”) before a neutral arbitrator who has the power to award the same damages and relief that a court can. For purposes of this section “Issuer” includes any program partners, affiliates, and parties with whom we contract in order to offer the Cards.

ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL PARTY BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST FLUZ AND TRANSPECOS BANKS, SSB, MEMBER FDIC.

If any section of these arbitration provisions is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.

Your agreement to arbitrate and these related terms are made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16), and not any state arbitration law.

2. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within 90 days after the cause of action accrues.

3. Process for Arbitration of Disputes

All disputes shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”). The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).  For a copy of the procedures, to file a claim or for other information about the AAA, contact: AAA, 335 Madison Avenue, New York, NY 10017 or at www.adr.org.

Fluz will pay the initial filing fee to commence arbitration.  Any arbitration hearing will occur in New York County, New York, or another mutually agreeable location.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.

IF YOU DO NOT AGREE TO THE TERMS OF THESE ARBITRATION PROVISIONS, DO NOT ACTIVATE OR USE THE CARD, OR IF IT HAS ALREADY BEEN ACTIVATED, CANCEL IT.

YOU MAY CANCEL THE CARD BY CONTACTING CUSTOMER SERVICE AT [email protected].