Last Updated: July 14, 2026

These Fluz Platform Master Services Agreement terms (the “Agreement”) govern the provision of services by Fluz Fluz LLC (“Fluz”) to any customer, platform, or partner (“Client”) that executes a Statement of Work (“SOW”) with Fluz that references this Agreement.

This Agreement forms part of and is incorporated into each SOW entered into between Fluz and Client. By executing an SOW that references this Agreement, Client agrees to be bound by these terms. This Agreement is intended to streamline contracting by standardizing core legal terms across all engagements.

Fluz provides embedded finance solutions, including but not limited to virtual prepaid cards, digital wallets, and related payment infrastructure (the “Services”), as described in the applicable SOW. Certain Services may be provided in partnership with one or more federally insured U.S. financial institutions.

In the event of any conflict between this Agreement and an applicable SOW, the terms of the SOW will control with respect to the subject matter of that SOW.

a. Fluz has developed and offers certain embedded finance solutions (including but not limited to, virtual prepaid cards, digital wallets, and expense management) as more particularly described in each applicable Statement of Work (“SOW”) entered into between Fluz and Client and expressly referencing this Agreement.

b. Where applicable, Fluz partners with one or more federally insured U.S. financial institutions (each an “Partner Bank”), for the provision of Services under a SOW.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants hereinafter set forth and other consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the Parties agree as follows:

1. Services.

Fluz will deliver the services to Client as described in the applicable SOW(s) (the “Services”). Each SOW is subject to this Agreement. In the event of conflict between the terms of this Agreement and the terms of the SOW, with respect to the specific subject matter of such SOW, the terms of the SOW will prevail and control to the extent of such conflict. In all other respects, the terms of this Agreement will govern. In the event of any conflict between the terms of two or more SOWs, the terms of the SOW with the later Effective Date will prevail and control with respect to the specific subject matter of such conflict, unless the applicable SOW expressly provides otherwise.

2. Term and Termination.

a.Term. The term (“Term”) of the Agreement shall commence on the Effective Date and shall continue for an initial period of one (1) year, unless earlier terminated by either Party with 90 days written notice. The Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of its intent not to renew at least one-hundred and twenty (120) days prior to the expiration of the then-current term.

b.  Termination.
i. A Party may terminate this Agreement, upon written notice to the other Party, in the event that the other Party commits a material breach of this Agreement and fails to cure such material breach within thirty (30) days after receipt of notice, provided, that, if such material breach is a non-monetary breach and is not reasonably curable within thirty (30) days, the cure period will be extended so long as the other Party commences such cure within such thirty (30) day period and diligently pursues such cure to completion within ninety (90) days after notice is first provided.

ii. A Party may terminate this Agreement, upon written notice to the other Party if the other Party becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, has a receiver appointed for it, makes an assignment for the benefit of its creditors, or admits its inability to pay its debts as they become due, or any analogous procedure or step is taken in any jurisdiction.

iii. Fluz may terminate this Agreement in the event Client fails to pay undisputed charges when such payments are due and payable (pursuant to Section 4 (Payment of Fees; Invoice Disputes)) and fails to cure such material breach within five (5) days after receipt of notice. Such termination by Fluz does not prejudice or waive its right to payment or to suspend performance of the Services.

iv. Notwithstanding Section 2.b.ii, if Client becomes subject to a receivership, Client shall not, solely by reason of such receivership, forfeit any funds or amounts otherwise due and owing to Client under this Agreement or any applicable SOW, subject to the rights of Fluz and any Partner Bank to apply or set off such funds against amounts then due and owing to them by Client.

c. Effect of Termination. Upon termination of this Agreement, Client shall, as of the effective date of any termination, immediately cease accessing and otherwise using the Services and Fluz Confidential Information. In addition, Client will be responsible for the payment of all fees accrued, due, and payable by Client up to the later of the date of such expiration or termination.

3. Fees and Taxes.

a. Fees for Services are set forth in the applicable SOW.

b. Client is responsible for all applicable taxes, duties, and levies, excluding Fluz’s taxes based on its net income, property, or employees.

4. Payment of Fees; Invoice Disputes

a. Payment of Fees. Except as otherwise set forth in a SOW, set up fees become billable immediately upon the Effective Date and upon direction to establish each subsequent SOW. For any invoiceable fees pursuant to a SOW, Fluz shall invoice Client, and Client shall, subject to its right to dispute payment in Section 4.b. below, pay invoiced amounts to Fluz through one of the following methods: (a) wire transfer; (b) ACH transfer (Client initiated); or (c) Client corporate check within 30 days of the receipt of an invoice.

b. Invoice Disputes. Client may dispute all or part of an invoice by providing a written statement, including via email, to Fluz at least fifteen (15) days prior to the invoice due date. The written statement must describe (i) the specific amounts in dispute, (ii) the basis of the dispute, and (iii) include documentation to support Client’s assertions. If Client disputes an invoice, Client may, in good faith, withhold payment of the disputed amounts. A charge will be deemed undisputed if Client does not deliver the written statement at least fifteen (15) days prior to the invoice due date. If Fluz agrees with Client’s assertions and adjusts its invoice, then Client must pay the remaining amounts due (if any) within fifteen (15) days of such resolution. Client’s failure to pay undisputed charges when such payments are due shall constitute a material breach of this Agreement. Fluz may cease performing the Services until Client has met its obligations under this subsection.

c. Late Fees. Any undisputed amounts not paid by their due date will incur interest, until paid, at the lesser of the monthly rate of one- and one-half percent (1.5%) or the maximum rate allowed by law plus all of Fluz’s reasonable costs of collection including attorney’s fees.

5. Client Obligations.

a. Use of Services. Client will access and use the Services in accordance with this Agreement, the SOWs, and Applicable Law. For purposes of this Agreement, the term “Applicable Law” means all federal, state and local laws, statutes, regulations, rules, payment network rules and guidelines, binding interpretations thereof from a Regulatory Authority, and court orders applicable to such Party in the performance of its obligations or exercise of its rights under this Agreement. “Regulatory Authority” means any federal, state or local governmental or regulatory authority, agency, court, tribunal, commission or other authority having jurisdiction over Fluz, Client, Partner Bank, or the subject matter hereof, or any payment network.

b. Instructions and Reports. Client will provide Fluz all materials, information, data, and instructions reasonably required to perform the Services (“Client Instructions”). Client Instructions will be accurate and complete. Fluz may rely on Client Instructions without additional inquiry and Client shall be solely responsible for the accuracy and completeness of all Client Instructions provided to Fluz in connection with the Services. Client will regularly review Client Instructions for accuracy and completeness and will promptly notify Fluz of any changes or errors in such Client Instructions.

c. Compliance with Partner Bank Requirements. Certain Fluz Services are made available through Fluz partner financial institutions (“Partner Bank(s)”). To the extent applicable, Client agrees to comply with the Partner Bank terms and conditions set forth on Exhibit A to this Agreement and incorporated herein by this reference.

6. Mutual Obligations.

a. Mutual Representations and Warranties. Each Party represents and warrants that at all times (i) it has the requisite corporate power and authority to enter into this Agreement and perform under it, (ii) it is not a Party to any other agreement that would hinder its ability to perform its obligations under this Agreement, and (iii) it is duly qualified and licensed to do business and to carry out its obligations as required by Applicable Law. Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties of any kind, nature, or description to the other Party, whether statutory, express, or implied, including any warranty of non-infringement, error-free operation, merchantability, or fitness for a particular purpose.

b. Compliance with Applicable Law. Each Party will comply with all Applicable Law including, without limitation, laws and regulations relating in any way to anti-bribery or anti-corruption. Fluz may make changes to the Services to comply with changes to Applicable Law. When this occurs, Fluz will notify Client as soon as commercially reasonable.

c. Client Representations and Warranties. Client further represents and warrants to Fluz that (i) any information which Client provides to Fluz or Partner Bank during the due diligence process is accurate and complete, (ii) it has all necessary rights, consents, licenses, and approvals for the operation of Client’s business and to allow Client to access and use the Services in compliance with this Agreement and Applicable Law, (iii) its use of the Services shall not and do not infringe upon any rights, including the intellectual property rights, of any third party; (iv) it is authorized to initiate settlements and debits from any Client designated bank account(s), (v) it shall only utilize the Services for bona fide transactions (which must be free of liens, claims, and encumbrances other than ordinary sales taxes) for the sale of goods or services to Client end-users, (vi) except as Fluz approves, Client does not use the Services for intercompany transactions, (vii) it fulfills all of its obligations to Client end-users, including but not limited to the delivery of applicable services or goods.

d. Fluz Representations and Warranties. Fluz further represents and warrants to Client that the Services shall conform in all material respects with this Agreement and any written Documentation (as defined below) provided by Fluz to Client.

7. Intellectual Property.

a. Parties’ Marks. Each Party owns all right, title, and interest in and to any materials provided by or on its behalf in connection with this Agreement, including but not limited to its names, trademarks, service marks, or logos (“Marks”). Except for the licenses granted under this Agreement, neither Party will have any right, title, interest, or license to the other Party’s Marks. During the term, Client grants to Fluz a royalty-free, non-exclusive, non-transferable right and license to use, reproduce, and distribute Client’s Marks in connection with the Services. The Parties will obtain one another’s prior approval before distributing to the public any marketing or promotional materials that use the other Party’s Marks.

b. Ownership and License. Fluz may provide Client with project deliverables, plans, reports, analyses, and other tangible materials in connection with this Agreement (the “Deliverables”). Fluz owns all right, title, and interest, including all intellectual property rights, in and to the Deliverables and the Services. Fluz grants to Client a limited, nontransferable, non-sublicensable, fully paid-up right and license to use the Deliverables and the Services solely in connection with Client’s receipt of the Services.

c. Use Restrictions. With respect to the Deliverables and the Services, Client will not, and will ensure its personnel and any other third-parties do not (i) reproduce, modify, distribute, license, sell, create derivative works based upon, or in any way commercially exploit; (ii) use manual or automated means to trawl, mine, scrape, frame, or mirror; (iii) disassemble, decompile or reverse engineer; (iv) attempt to hack, defeat, or overcome any encryption technology or security measures, or gain any unauthorized access; (v) interfere with or disrupt operations; (vi) promote illegal activity or violate Applicable Law; (vii) post or transmit any content or information that is discriminatory, defamatory, abusive, harassing, threatening, pornographic or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (viii) send unsolicited advertisements; (ix) impersonate any person or misrepresent its identity or affiliation; (x) use the Services or Deliverables in a way that is not for its intended purposes or that will adversely affect Fluz; (xi) provide any information that it does not have the right to provide; or (xii) otherwise violate any of Fluz’s published rules, policies, or guidelines.

d. Feedback. If Client provides feedback, suggestions, improvements, or requests for additional functionality related to the Platform (collectively, “Feedback”), Client grants Fluz a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way Fluz deems reasonable, without any attribution or accounting. This paragraph will survive any termination or expiration of this Agreement.

e. API Terms. Where applicable to the Services, Client agrees to comply with the Application Programming Interface (“API”) Terms attached hereto as Exhibit B, and incorporated herein by this reference.

8. Confidential Information.

a. Definition. “Confidential Information,” as used herein, shall mean the terms and conditions of this Agreement and all information related to a Party’s business, clients, customers of clients (including but not limited to personally identifiable information), financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods, which: (a) is marked as confidential or with a similar legend, (b) if disclosed orally, is confirmed as confidential in writing to the receiving Party within 30 days following disclosure, or (c) should reasonably be considered to be confidential based on the nature of the information or the circumstances of its disclosure.

b. Obligations. Each Party agrees that it will: (a) hold the other Party’s Confidential Information in confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the other to any third-party without the other’s prior written consent, except as expressly permitted under this Agreement; and (c) limit access to the other’s Confidential Information to those of its or the Client’s employees or agents having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein. Notwithstanding the foregoing, either Party may make disclosures as required or requested by a court of law or any governmental entity or agency, provided that such Party provides the other with reasonable prior notice to enable such Party to seek confidential treatment of such information and cooperates with that Party in seeking such treatment. These obligations shall survive until the applicable Confidential Information falls within an exception set forth in Section 8.c. (Exclusions).

c. Exclusions. The restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information, or portion thereof, which: (a) is or becomes publicly known through no act or omission of the receiving Party; (b) is lawfully received from a third-party without restriction on disclosure; (c) is already known by the receiving Party at the time it is disclosed by the disclosing Party, as shown by the receiving Party’s written records; or (d) is independently developed by the receiving Party without reference to the other’s Confidential Information, as shown by the receiving Party’s written records.

d. Injunctive Relief. Each Party acknowledges that a breach or threatened breach of this Section 8 (Confidential Information) would cause irreparable harm to the non-breaching Party, the extent of which would be difficult to ascertain. Accordingly, each Party agrees that, in addition to any other remedies to which a Party may be legally entitled, the non-breaching Party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 8 (Confidential Information) by the other Party or any of its employees or agents.

9. Data

a. Client Data. As between Client and Fluz, Client retains all rights, title and interest in and to any information submitted by Client through the Services or provided by Client to Fluz as part of the Services (“Client Data”). Client hereby grants to Fluz a non-exclusive, worldwide, royalty-free and fully paid up license to: (a) access and use Client Data to provide the Services to Client; and (b) use Client Data on an aggregated and anonymized basis (the “Deidentified Data”) to improve and market the Services and develop new data products; provided, that, the license grant in subpart (b) shall be perpetual and irrevocable and any use of such Deidentified Data shall be in compliance with all Applicable Law. Client represents and warrants that it has all necessary rights to grant Fluz the foregoing licenses. Notwithstanding the foregoing, to the extent an Applicable Law requires Fluz to delete any Client Data upon request, Fluz shall comply with such Applicable Law even if such information is Client Data. For purposes of clarity, Client Data does not include any Payment Data. “Payment Data” means “non-public personal information” and “personal identifiable financial information,” that is subject to Title V of the Gramm Leach Bliley Act and its implementing regulations at 12 C.F.R. Part 364, App. B (Interagency Guidelines Establishing Information Security Standards) (“GLBA”).

b. Data Privacy. Each Party shall comply with all applicable privacy laws, rules and regulations. However, the Client shall be responsible for obtaining and keeping record of the required consents from Users to allow Fluz to process Personal Information. Additionally, Client hereby agrees to the terms of the Fluz Privacy Policy. In the event that Fluz or a Regulatory Authority requests records related to consents obtained by Client, Client shall provide such records to the applicable requesting party promptly, and no later than two (2) days from receipt of such request.

c. Data Security.

1. Fluz Obligations. Fluz will maintain commercially reasonable administrative, technical, and physical controls to protect Client Data stored in its servers from unauthorized access, accidental loss, or modification.
2. Client will maintain throughout the Term, reasonable and appropriate and industry standard administrative, physical and technical measures designed to protect data against loss and unauthorized access, disclosure and use in compliance with all applicable laws (the “Data Safeguards”). In addition, during the Term, Client will maintain physical, administrative and technical security measures designed to ensure the availability, integrity and confidentiality of all data processed and sent to Fluz through the Fluz APIs.
3. During the Term and for one (1) year thereafter, and upon fifteen (15) business days’ prior notice from Client, Client will provide Fluz or its designee with access to information and/or Client’s facilities so that Fluz may examine, assess, and evaluate the Data Safeguards. If, as a result of such examination, assessment, or evaluation, Fluz (or its designees) reasonably determine that the Data Safeguards are materially deficient, Client will promptly take reasonably necessary steps to correct all deficiencies and Client may audit again in that year. Client will assist Fluz in providing any information reasonably requested by Fluz when Client is being audited.
4. When the Services includes access to and use of User Data or Sensitive Authentication Data (as defined in Applicable Law) then the Client shall be required to be compliant with the then current Payment Card Industry Data Security Standards (“PCI DSS”), PA DSS, and P2PE. When PCI DSS compliance is required, then Client shall, at its sole cost and expense: (i) conduct or have conducted the audits required for PCI DSS certification; (ii) obtain PCI DSS compliance certification prior to storing, processing or transmitting such personal data; and (iii) take all actions required for Client to maintain PCI DSS compliance during the latter of the duration of this Agreement, and for any period of time after the term of this Agreement that Client stores, processes or transmits such personal data. When required to be PCI DSS compliant, Client shall remain at all times aware of changes to PCI DSS (or applicable standard) and implement such changes as necessary to maintain PCI compliance.
5. In the event Client becomes aware of any loss or unauthorized access, disclosure or use of any Client Data held by Client (“Security Breach”), Client will (i) promptly notify Fluz in writing of such Security Breach, and (ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any Security Breach and subsequent communication about the Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks. In the event Fluz becomes aware of any loss or unauthorized access, disclosure or use of any Client Data held by Fluz (“Fluz Security Breach”), Fluz will (i) promptly notify Client in writing of such Fluz Security Breach, and (ii) take reasonable steps to identify the cause of such Fluz Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any Fluz Security Breach and subsequent communication about the Fluz Security Breach will describe, to the extent known, details of the Fluz Security Breach, including steps taken to mitigate the potential risks.

10. Indemnification.

a. Fluz Indemnification. Fluz agrees to defend, indemnify and hold Client (and each of its officers, directors, employees, agents and representatives) harmless from and against any and all loss, liability and expense (including court costs and reasonable attorneys’ fees) relating to third-party claims, demands, or actions, including without limitation enforcement actions of a Regulatory Authority or payment network (“Claims”), to the extent such Claim alleges that the Services, when used by Client in compliance with this Agreement, infringe or violate any intellectual property or proprietary right of any third-party, provided that Fluz’s obligations under this Section 10 (Indemnification) will not apply to the extent any infringement or violation arises from (i) use of the Services in combination with technology or services not provided by Fluz, (ii) Fluz’s compliance with Client Instructions, or (iii) use of the Services by Client after notice by Fluz to discontinue use. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS SECTION 10 (INDEMNIFICATION) CONSTITUTES THE ENTIRE LIABILITY OF Fluz, AND CLIENTS SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION ARISING OUT OF THE SERVICES.

b. Client Indemnification. Client agrees to defend, indemnify and hold Fluz, Issuer (and each of their officers, directors, employees, agents, and representatives) harmless from and against any and all loss, liability and expense (including court costs and reasonable attorneys’ fees) relating to Claims, to the extent arising out of or related to (i) the negligence, fraud or willful misconduct of Client or its subcontractors or agents in the performance of Client’s obligations under this Agreement, (ii) any breach by Client of this Agreement, (iii) any actual or alleged infringement upon any intellectual rights of a third-party, or (iv) the wrongful actions or inactions of Client in the conduct of its business as relates to the Services provided by Fluz pursuant to this Agreement.

c. Procedure. The Party seeking indemnification (“Indemnified Party”) will promptly notify the indemnifying Party (“Indemnifying Party”) in writing of any Claim along with a copy of any papers served. Failure to provide prompt notice of any third-party Claim will not relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party in defending the third-party Claim. The Indemnified Party will tender control of the defense and settlement of any such third-party Claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of competent counsel. The Indemnified Party will also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such third-party Claim and the Indemnified Party may join in the defense with counsel of its choice at its own expense.

11. Limitation of Liability.

a. Special Damages. IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THE CONTRACT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

b. Direct Damages. EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION) OR SECTION 9 (DATA), CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, EITHER PARTY’S INDEMNITY OBLIGATIONS, OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR DAMAGES IN EXCESS OF THE ANNUAL AMOUNTS PAID OR PAYABLE BY CLIENT TO Fluz UNDER THIS AGREEMENT. IN THE CASE OF FLUZ’S BREACH OF ITS DATA SECURITY OBLIGATIONS HEREUNDER, FLUZ’S MAXIMUM AGGREGATE LIABILITY WILL BE NO MORE THAN THREE (3X) TIMES THE ANNUAL AMOUNTS PAID OR PAYABLE BY CLIENT TO FLUZ UNDER THIS AGREEMENT.

12. Insurance.

Throughout the Term of this Agreement and any transition period, each Party shall maintain in full force and effect, at its own cost and expense insurance coverage sufficient to cover its potential indemnity or reimbursement obligations hereunder. Each insurance policy will be carried in the name of the Party. A copy of each policy, and any certificates of insurance evidencing the existence of such policy, will be provided to the other Party promptly following such Party’s written or e-mail request. Each insurance policy must be written by insurance carriers that have an A.M. Best rating of “A” or better. Each Party will promptly provide notice to the other Party in the event of any notice of nonrenewal or cancellation, lapse, or termination of any insurance coverage required under this Agreement.

13. General.

a. Assignment. Neither Party shall assign this Agreement, except to an affiliate, without the prior written permission of the other Party, not to be unreasonably withheld. Fluz may subcontract any or a portion of the Services to one or more third-party subcontractors provided that Fluz shall remain solely responsible for the performance of such subcontractors.

b. Governing Law; Dispute Resolution. This Agreement shall be governed by the internal laws of the State of New York without regard to conflicts of law.

(i) Informal Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”), the Party raising the Dispute will promptly notify the other Party, and the Parties will attempt in good faith to resolve it through negotiation between representatives who have authority to settle the Dispute and who are senior to the persons with direct responsibility for the matter. The Parties will endeavor in good faith to resolve the Dispute within thirty (30) days of such notice.

(ii) Arbitration. Any Dispute not resolved under the preceding paragraph — including any question as to the scope or validity of this arbitration provision — will be finally resolved by binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures. The tribunal will consist of a single arbitrator with experience in the payments and technology industries; provided that if the amount in controversy exceeds One Million Dollars ($1,000,000), the arbitration will be conducted by a panel of three (3) arbitrators. The seat and place of arbitration will be New York, New York, unless the Parties agree otherwise. The award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(iii) Judicial Recourse. Notwithstanding the foregoing, each Party retains the right to seek from a court of competent jurisdiction (a) an order compelling arbitration, (b) interim or injunctive relief pending constitution of the arbitral tribunal (and thereafter as the tribunal permits), and (c) enforcement of any arbitral award. For purposes of clauses (a) and (b), the Parties submit to the exclusive jurisdiction of the state and federal courts sitting in New York, New York.

c. Force Majeure. Except for delays in payment, if the performance of this Agreement or any obligation hereunder is prevented, restricted, or interfered with by any act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, will be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction, or interference.

d. Amendments; Waivers. Fluz may update this Agreement from time to time. Any updates will be effective upon posting to Fluz’s website. Updates will apply to all SOWs executed after the effective date of such update and, where required, to existing SOWs upon reasonable notice to Client. Continued use of the Services after such notice constitutes acceptance of the updated Agreement. Fluz will not materially degrade the core functionality of the Services during an active SOW without Client’s consent.

e. Severability. If any provision of this Agreement conflicts with a law under which this Agreement is to be construed or is held invalid by a court of competent jurisdiction, that provision will be deemed to be restated to reflect, as nearly as possible, the original intentions of the Parties and the remainder of this Agreement will remain in full force and effect.

f. Publicity. Client agrees that Fluz may use the Client Marks in its marketing, sales, or investor materials, or in any case study, whitepaper, social media post, communication, or publication. Client agrees that during the Term of the Agreement, upon Fluz’s reasonable request, it shall engage in a press release or media event with Fluz relating to this Agreement and the Services provided pursuant to it.

g. Rights of Third Parties. This Agreement is between, and may be enforced only by, Client and Fluz and will not create any rights in third parties.

h. Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, or otherwise.

i. Notices. All notices under this Agreement shall be in writing, including via email. Each Party shall send notices to the other Party at the address or email address set forth above or such other address or email address as either Party may specify in writing.

j. Counterparts. This Agreement may be executed in counterparts.

k. Relationship of the Parties. Nothing in this Agreement is intended to, or will, create a partnership, or joint venture, or agency relationship between the Parties.

l. Survival. The provisions of this Agreement that by their nature or terms are intended to survive the expiration or termination of this Agreement shall survive its expiration or termination.

m. Entire Agreement. This Agreement and applicable SOWs represent the Parties’ entire agreement and supersedes any and all prior written or oral communications, agreements, or understandings.

In connection with its access and use of Services supported by Partner Bank, Client hereby agrees as follows:

1. Client acknowledges that as a condition to receiving Services under the Agreement, Client may be subject to due diligence requirement and requests from Partner Bank. Client agrees to cooperate in good faith with such requests and due diligence, including by providing Fluz requested data and information for due diligence purposes in a timely manner.

2. Client must immediately notify Fluz, if:

a. Client experiences or anticipates experiencing a change of control event; 

b. Client experiences or anticipates experiencing a material change in its business or financial condition, including if Client experiences or is likely to experience an insolvency or bankruptcy proceeding;

c. the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or

d. a Regulatory Authority has notified Client that Client or Client’s business is the subject of investigative action.

3. Client end-users must consent to Fluz’s and any Partner Bank’s terms of use and specific user agreements (for certain Services) prior to being provided access to and using the Services. Such consent(s) shall be collected and stored by the Client, in a format mutually decided by the Parties and acceptable to Partner bank. Fluz may, in its sole discretion, terminate or suspend any Client end-user in accordance with Fluz’s and Partner Bank’s terms of service.

4. Fluz or Partner Bank may require that Client establish a Client Reserve Account to be funded by the Reserve Amount. Further details and uses of the Client Reserve Account are set forth in the SOW. Any funds deposited in the Client Reserve Account shall be returned to Client no less than two hundred and seventy (270) days from the effective date of expiration or termination of this Agreement to allow for the clearing of transactions, chargebacks, returns, reversals, or disputes. “Client Reserve Account” means a Bank-sponsored account held by Client which holds a required reserve in an amount reasonably determined by Fluz and the Partner Bank, and which such funds may be debited from the Client Reserve Account to cover any and all amounts which are due to Partner Bank from Client, including without limitation, amounts arising from or otherwise relating to existing or anticipated chargebacks, fees, fines, returns, monetary awards or other charges and assessments imposed or anticipated to be imposed by a Regulatory Authority or payment network.

5. Fluz may terminate the Agreement by providing Client not less than thirty (30) days’ prior written notice if directed to do so by Partner Bank due to material risks identified by Partner Bank; provided, however, that Fluz will first work with Partner Bank in good faith to identify approaches that may mitigate the factors leading to Partner Bank to direct termination of the Agreement.  

6. Partner Bank shall not be obligated to support the Services and may suspend or cancel any Partner Bank issued product in connection with the Services for reasons of compliance with Applicable Law, Network Rules (as defined below), or safe and sound banking practices. 

7. Audits. Client agrees that Fluz and any Regulatory Authorities which have jurisdiction over Fluz or a Partner Bank, as applicable, shall have the right, as necessary to comply with Applicable Law or safe and sound banking practices and upon reasonable prior written notice from Client, to audit and inspect Client’s books and records related solely to the Services and Client’s performance of its obligations with respect thereto. Any such audit shall be conducted during Client’s normal business hours and in a manner reasonably intended to minimize any disruption to Client’s business, and shall not include inspection of any information which Client is contractually obligated to maintain as confidential on behalf of a third party. Any Fluz audit will be limited to one (1) time per twelve (12) month period; provided that Fluz may conduct more frequent audits as required by the Partner Bank or any Regulatory Authority having jurisdiction over Fluz or Partner Bank, as applicable.   

8. During the Term and for a period of not less than three (3) years after the termination or expiration of this Agreement, Client will maintain complete and accurate customer records, policies, and procedures concerning Client’s compliance with Applicable Law in connection with its use of the Services and the terms of this Agreement and any SOW. Client shall ensure that these records are retrievable and provided to Fluz (i) within a reasonable period of Fluz’s request; or (ii) in the case of suspected fraud, as soon as commercially possible.  

9. Adherence to Network Rules. In coordination with Fluz, who will provide reasonable training, Client agrees to adhere to all applicable payment network rules including but not limited to Visa or Mastercard rules, or the rules of the National Automated Clearing House Association (“NACHA”), in each case as applicable, regarding the use of their trademarks, descriptions or characterizations of the Services, and disclosure of any fees or Services restrictions (“Network Rules”) when marketing the Services to Client’s end-users. In addition to the foregoing, Client agrees to adhere to the requirements contained in the Network Rules Addendum, attached hereto as Schedule 1 to Exhibit A and incorporated herein by this reference.

In connection with any digital wallet or prepaid card products provided in connection with the Services, and as more particularly described in a SOW, (collectively, “Prepaid Products”), Client shall ensure that, whether produced by Client or a Client customer, any marketing or promotional material or websites describing such Prepaid Products (“Marketing Material(s)”), adhere to the following requirements.

1. Prior to launch of your program, Fluz will advise the Partner bank acting as the card issuer and card network. Where required by Fluz, all Marketing Materials must include an Issuer Statement:

Card is issued by [INSERT PARTNER BANK NAME], Member FDIC, pursuant to a license from [INSERT NETWORK]. Certain fees, terms, and conditions are associated with the approval, maintenance, and use of the Card. Can be used everywhere [NETWORK] debit cards are accepted.

Each element of the Issuer Statement must be included in the Marketing Materials. Any element of the Issuer Statement that is not included in the body of the Marketing Materials must be included as an endnote within the Marketing Materials. 

The Issuer Statement must be in at least 8-point font.

2. Proper description and characterization of Prepaid Products in Market Materials:

• Express where expressly approved by Fluz, do not refer to Prepaid Products as “gift cards” or use the term “gift” in any manner.
• Express where expressly approved by Fluz, do not refer to Prepaid Products using the term “credit” in any manner.
• Express where expressly approved by Fluz, do not refer to Prepaid Products using the term “cash back.”

The following terms apply where Client’s application for use in connection with the Services will integrate and interoperate with Fluz’s APIs pursuant to Fluz’s integration requirements (“Integration Requirements”):

1. API License.
2. Licensed Uses and Restrictions. As part of the Services, and subject to the terms and conditions of this Agreement and any SOW (including the timely and complete payment of all applicable fees), Fluz hereby grants Client a worldwide (except as limited below), non-exclusive, non-sublicensable, non-transferable, license to use the Fluz API to access and use the Services only as permitted under the terms of this Agreement. This Agreement defines the legal use of the Fluz APIs, all API Updates, revisions, substitutions, and any copies of the Fluz APIs made by or for Client. All rights not expressly granted to Client herein are reserved by Fluz. 
3. Subject to the restrictions set forth in this Agreement, Client may use the Fluz APIs and any API Updates (defined below) to the Fluz APIs provided by Fluz (in its sole discretion) solely to interface with Fluz’s platform and any Services ordered by Client as set forth on an Order Form. Client’s license to the Fluz APIs under this Agreement continues until it is terminated by either Party. Fluz may make changes, or Upgrades to all or any portion of any Fluz API at any time for any reason. Upon the expiration or any termination of this Agreement, the license granted to Client will terminate and Client, at its sole expense, will promptly return all copies of the API and all Confidential Information in Client’s possession to Fluz.  
4. The Client APIs (“Client API(s)”) or Client applications that integrate and interoperate with the Fluz APIs or otherwise use the Services (“Client Application(s)”) may make automated calls or other data requests to or through the Fluz network (“Calls”). Fluz may at any time, and over any given period of time, limit the number of Calls Client may send to the Fluz network, or prohibit any application created by Client from sending Calls to the Fluz network, as Fluz deems appropriate to protect the security and/or availability of its systems, in its reasonable discretion.  

iii. Client will use the Fluz APIs in compliance with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the Parties.

1. The use of the Fluz APIs requires an API Key (as defined below). Fluz will provide Client with the API Key as set forth below. Client shall use written manuals, handbooks, instructions, and online materials (collectively, “Documentation”) provided by Fluz APIs to place the API Key into any Client Application that incorporates or makes any use of the Fluz APIs. 
2. If Fluz issues an Update to its APIs, Client shall update the Client Application to conform to the new APIs within a reasonable time frame. Client understands that failure to utilize Fluz’s most up-to-date API may entail additional costs and/or disparate support and service levels associated with the use of non-current versions of the Fluz API. 
3. Client shall NOT:

(1) Use or otherwise access the Fluz API for use with Users until Client has received the Application Approval from Fluz.

(2) Create any script or other automated tool that attempts to create multiple API Keys. Client may not allow any third party to use Client’s API Key for such third party’s own benefit. “API Key(s)” means a cryptographic key that is issued by Fluz to allow Client to exchange data with Fluz through the Fluz APIs.

(3) use the Fluz APIs in any manner or for any purpose that violates any law or regulation, promotes illegal activities, violates Partner Agreements or any Additional Terms, violates any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this Agreement or any SOW;

(4) modify, adapt, alter, translate or create derivative works from the Fluz API;  

(5) use the Fluz APIs to engage in conduct that violates any Applicable Law;

(6) sell, lease, share, transfer, or sublicense the Fluz APIs, or access or access codes thereto; 

(7) use the Fluz APIs in a manner that adversely affects Fluz and/or the Fluz Service(s) or exceeds: (a) reasonable request volume, as set by Fluz from time to time, (b) constitutes excessive or abusive usage, or (c) otherwise fails to comply or is inconsistent with any part of the Fluz API documentation, as determined by Fluz in its sole discretion; 

(8) otherwise exercise rights to the Fluz API except as expressly allowed by this Agreement;

(9) reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, underlying user interface techniques, or algorithms related to the Fluz Service;

(10) remove, obscure or alter any Fluz’s (or any of its partner’s or Bank Partner’s) copyright notices, trademarks or other proprietary rights notices affixed to or contained within the API; or

(11) use the Fluz APIs in a product or service that competes with products or services offered by Fluz.

Fluz reserves the right to immediately suspend access to the API if Client breaches or violates any of the license restrictions set forth in this Exhibit B. 

Fluz may immediate suspend Client or any Client end-user’s access to the Services in the event Fluz reasonable suspects a violation of this Exhibit B.

1. API Usage. Upon Application Approval (as defined below), the Fluz APIs may be integrated with the applicable Client Application to enable the Services to be provided as defined in the SOW and to allow Client’s end-users to access and use the Services only through the applicable Client Application. 
2. Ownership and Relationship of Parties. The Fluz APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Fluz’s rights apply to the Fluz APIs and all output and executables of the Fluz APIs, excluding any software components developed by Client. Client agrees to abide by all applicable intellectual property laws and other applicable laws and regulations, as well as any additional copyright notices or restrictions contained in this Agreement. Fluz (or its partners and vendors) owns all rights, title, and interest in and to the Fluz APIs. This Agreement grants Client no right, title, or interest in any intellectual property owned or licensed by Fluz or any third party, including (but not limited to) the Fluz APIs and Fluz trademarks. All right, title, and interest in and to software components developed by the Client shall remain with the Client.
3. API Integration and Development.
4. Integration. Client shall integrate Client APIs and/or the Client Applications to Fluz APIs in accordance with the Integration Requirements.  
5. Integration Requirements. Fluz shall provide Client with all necessary Integration Requirements, including but not limited to the following formats: (i) requirements and information available in the API Documentation; (ii) use cases; (iii) functional and/or technical specifications relating to all available functions and features of Fluz’s Services and APIs, in any document form and (iv) oral or written guidance from Fluz’s personnel during the integration. The Integration Requirements may be updated from time to time. 
6. Certification and Prior Review. Prior to making Client APIs and/or the Client Application available to the Users, Client will ensure that all Integration Requirements have been met, the Client API and/or Client Application complies with all Applicable Law and Partner Bank requirements and the Client API/Client Application will be properly configured to send data to the Fluz platform through the Fluz API or other Fluz supported data transfer mechanism. Client shall independently test and certify to Fluz that the Client API/Client Application meets the above requirements prior to submitting the Client API/Client Application for Fluz review. 
7. Application Approval. Client shall only make the Client Application that uses the Services and/or Fluz APIs available to end-users on or after the date of Fluz’s review and written approval of the Client Application (“Go Live Date”) that integrates with the Fluz APIs (the “Application Approval”). The process for Application Approval shall include at least: (a) code review; (b) Fluz compliance review; (c) penetration testing (if applicable), and (d) proper funding of the Client Reserve Account. Once Client notifies Fluz that Client Application is ready for Application Approval Fluz shall use commercially reasonable efforts to complete Application Approval within thirty (30) days to review and test the Client Application and provide feedback or approve the integration.  
8. API Keys. After the execution of this Agreement, Fluz shall provide Client with API keys (“API Keys”) specific to the Client account for use in a testing environment (“Sandbox”), where the integration shall be completed, and the Parties shall test the Services. After the Application Approval, Fluz shall provide the Client with production API Keys, which will enable the Client to Go Live (defined below). The API Keys are deemed the code used to identify the Client and authorize the use of the Fluz APIs.
9. Client shall keep the API Keys confidential and disclose on a need to know basis, and Client shall not sell, transfer, sublicense, or disclose the API Keys or other Fluz credentials to any third party, other than a service provider performing services on Client’s behalf that has been both disclosed to Fluz and approved by Fluz in writing. 
10. Client is solely responsible for maintaining adequate security and control of any API Keys, Client account credentials and any other Fluz access credentials issued to Client by Fluz. Client is liable for any actions or inactions performed using Client API Keys, Client account credentials or other Fluz credentials, including, but not limited, to actions or inactions performed without User prior knowledge or consent. If Client believes or has actual knowledge that its API Keys were compromised, Client shall notify Fluz immediately and Fluz shall suspend or revoke such API Keys and issue new API Keys to Client once Client demonstrates that the vulnerability that compromised the API Keys was cured.  

iii. Fluz may also temporarily suspend or revoke Client’s API Keys at any time for breach of this Agreement, breach of Integration Requirements, and if Fluz believes, in its sole reasonable discretion, that Client’s API Keys or Client Application has been compromised or Client’s use of the Services is otherwise a misuse or threat to Fluz. In case Fluz suspends Client API Keys as provided in this Agreement, Fluz shall give Client notice of such suspension and shall reinstate the API Keys once Client has demonstrated, to Fluz’s satisfaction, that the cause for suspension has been cured.