Terms of Business

Fluxo U.S. Terms of Business
Last updated: November, 2025
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1. OVERVIEW
These Terms of Service (“Terms”) form a legally binding agreement between you (“User,” “Company,” or “Venue”) and Fluxo US Inc (“Fluxo,” “we,” “us,” or “our”), a Delaware corporation with its principal office at 115 Broadway, New York, NY, 10006.Fluxo operates an online platform and related services (the “Platform”) that enable Venues to list workspaces and Users to discover and book those spaces. Where Fluxo provides bespoke office matching, introductions, or advisory services (for example, via Fluxo Match or Deal Desk), those services are governed separately under a Match Services Agreement between Fluxo and the Venue.By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Platform.

2. KEY DEFINITIONS
User – any individual or organization using the Platform to browse, book, or manage workspace access.
Company – a User that is a business or organization (e.g., team or enterprise bookings).
Venue – any individual or organization offering a Space via the Platform.
Space – any workspace, office, desk, meeting room, studio, event area, or similar environment.
Instant Booking – a booking confirmed automatically via the Platform (e.g., passes, ad-hoc rooms).
Base Booking – a recurring or longer-term arrangement (typically monthly) between a Venue and a Company.
Event Booking – a one-off or time-limited private hire (events, large meetings, venue hire).
Booking Amount – the total amount payable by a User for a Space, including Venue charges, taxes, fees, or surcharges.
Platform Fees – fees charged by Fluxo to Users and/or Venues for access to and use of the Platform.
Space Agreement – the agreement between Venue and User/Company governing use of a Space.
Stripe – Fluxo’s payment processor (including Stripe Connect).
Match Services Agreement – a separate written agreement between Fluxo and a Venue governing office matching, introductions, advisory services, and related commercial terms.

3. FLUXO’S ROLE (PLATFORM)
3.1 Platform Services - Fluxo provides an online platform facilitating discovery, communication, and transactions between Venues and Users/Companies, together with associated payment-facilitation and administrative tools (the “Services”).
3.2 Limited Payment Collection Agent - For Platform-processed bookings, the Venue appoints Fluxo (and Stripe) as its limited payment-collection agent to collect amounts from Users and remit payouts to the Venue, net of amounts due under these Terms. This limited agency ends automatically after settlement.
3.3 Not a Financial Institution - Fluxo is not a bank, escrow service, trust service, or money transmitter. Payments are processed by third-party providers (including Stripe) under their own terms.
3.4 Venue Responsibility - Venues solely control, operate, and maintain Spaces and are responsible for compliance with all applicable federal, state, and local laws. Fluxo does not warrant the condition, legality, safety, or suitability of any Space.
3.5 Third-Party Integrations - The Platform may integrate with third-party services. These services are governed by their own terms and privacy policies.
3.6 Platform Modifications - Fluxo may modify, enhance, or discontinue features at any time. The Platform is provided “as is” and “as available.”
3.7 No Partnership or Agency - Nothing in these Terms creates a partnership, employment relationship, fiduciary duty, or agency relationship between Fluxo and any party, except for the limited payment-collection role described above.
3.8 Match & Office-Matching Services Separate - Fluxo may also provide separate office matching, introductions, and related advisory services (for example, via Fluxo Match or Deal Desk) governed exclusively by a Match Services Agreement between Fluxo and the Venue. These Terms apply only to Platform activity.

4. ELIGIBILITY; ACCOUNTS
4.1 You must be at least 18 and have legal capacity to contract. You must provide accurate account information and keep it updated. You are responsible for all activity that occurs under your account and must safeguard your login credentials.

5. VENUE OBLIGATIONS
5.1 Venues agree to:(a) provide accurate listings, pricing, availability, rules, and restrictions;(b) ensure Spaces are clean, safe, and compliant with all applicable laws, including building, fire, accessibility, and licensing requirements;(c) honor all confirmed bookings and provide access as described;(d) maintain appropriate insurance (including general liability and commercial insurance) and provide proof on request;(e) comply with all applicable federal, state, and local laws and regulations;(f) maintain price parity—pricing on Fluxo must be commercially no less favorable than elsewhere;(g) disclose any additional requirements such as identification, waivers, or building protocols.

6. USER & COMPANY OBLIGATIONS
Users and Companies agree to:(a) use Spaces lawfully and follow Venue rules;(b) pay all Booking Amounts via the Platform;(c) avoid hazardous, illegal, or nuisance activities;(d) accept responsibility for damages they cause;(e) not circumvent Fluxo to avoid Platform Fees.

7. BOOKINGS, CHARGES & PAYMENTS
7.1 Instant Bookings(a) Full payment is collected at booking via Stripe.(b) Platform Fees are displayed at checkout and are non-refundable once confirmed, except due to Venue error or cancellation.(c) Payouts to Venues are remitted monthly, net of fees, refunds, and adjustments.(d) All payments must occur through the Platform.
7.2 Base Bookings(a) Base Bookings bill monthly via Stripe or as agreed between the Venue and Company.(b) Renewal, extension, and termination are governed solely by the Space Agreement. Fluxo is not a party to that agreement.(c) For billing purposes, Fluxo implements changes upon: (i) joint written instructions from the Venue and Company; or (ii) clear documentary evidence of change.(d) If the Venue and Company disagree, Fluxo may continue billing per the last undisputed terms or pause billing pending resolution.
7.3 Event Bookings(a) Payment in full is due at booking unless otherwise stated.(b) Cancellations:• 14+ days before event → full refund (minus fees)• 7–14 days → 50% refund• <7 days → non-refundable
7.4 Security Deposits(a) Some listings require a refundable deposit or card pre-authorization (“Security Amount”).(b) Fluxo acts only as limited payment-collection agent for the Security Amount.(c) If the Venue does not submit a claim within 48 hours after booking end, the deposit/pre-auth is released.(d) If the Venue submits a timely claim with evidence, Fluxo may apply or capture up to the Security Amount.(e) Disputes beyond the Security Amount must be resolved between the Venue and Company.

8. TAXES, PRICING & FEES
8.1 (a) Fluxo’s fees are exclusive of applicable U.S. taxes (including state and local taxes). (b) Venues are responsible for all taxes on payouts. (c) Transactions are processed in the currency shown at checkout (typically USD). (d) Applicable Platform Fees (including commissions, user fees, and processing charges) are set out in the Fluxo U.S. Fee Schedule, which is incorporated by reference into these Terms. (e) Fluxo may update the Fee Schedule with 30 days’ notice (email or in-product). Continued use after the effective date constitutes acceptance.

9. PAYOUTS; CHARGEBACKS; SET-OFF; NEGATIVE BALANCES
9.1 Fluxo aggregates Venue payouts monthly via Stripe Connect to the Venue’s linked bank account.
9.2 Fluxo may offset refunds, chargebacks, penalties, or other amounts against payouts. Venues must provide reasonable evidence to contest chargebacks.
9.3 If a Venue’s balance becomes negative, Fluxo may net amounts against future payouts, debit a payment method, or issue an invoice payable within 10 days. Late amounts may accrue interest at the maximum rate permitted under Delaware law, and the Venue agrees to reimburse Fluxo’s reasonable collection costs, including legal fees.

10. CANCELLATIONS & REFUNDS
10.1 Instant Bookings• User cancels 48+ hours before scheduled start → full refund (minus fees)• User cancels within 48 hours → non-refundable• Venue cancels → full refund to User and reversal of Venue payout
10.2 Event Bookings – as per Clause 7.3.
10.3 Base Bookings – as per Clause 7.2, reflecting the underlying Space Agreement.
10.4 If a booking is fully refunded, Fluxo’s Platform Fees are reversed; partial refunds adjust Platform Fees pro-rata.

11. FLUXOS OPERATOR TOOLS
11.1 FluxOS may include invoicing, recurring billing, analytics, guest/visitor tools, and other operator features.
11.2 Unless otherwise agreed, Fluxo charges a 5% processing fee on amounts billed/collected through FluxOS (or 5% total on one-off invoices, optionally split between Venue and User).
11.3 Venue-provided operational data remains the Venue’s; Platform metadata and analytics belong to Fluxo. Upon request and subject to settlement of fees, Fluxo will provide a reasonable export of core records within 30 days.
11.4 FluxOS is provided on a commercially reasonable-efforts basis without uptime guarantees.

12. LISTINGS, CONTENT & INTELLECTUAL PROPERTY
12.1 Venue Content LicenceVenues grant Fluxo a non-exclusive, worldwide, royalty-free licence to use listing content (names, marks, images, descriptions) to operate and promote the Platform and the Venue’s Spaces.
12.2 User ContentUsers grant Fluxo a non-exclusive, worldwide, royalty-free licence to use and display submitted content (e.g., reviews, feedback).
12.3 Infringement NoticesInfringement notifications should be sent to legal@fluxo.work; Fluxo may act consistent with applicable U.S. law, including DMCA procedures.
12.4 Brand PublicityFluxo may identify Venues and Companies by name and logo as Platform participants unless they opt out by written notice.
12.5 Venue IP IndemnityThe Venue will indemnify Fluxo against third-party claims alleging that Venue-submitted content infringes IP rights. Liability under this clause is capped at the Platform Fees paid by the Venue to Fluxo in the 12 months preceding the claim.

13. PROHIBITED USES
13.1 You may not:(a) violate laws or third-party rights;(b) misrepresent identity or payment information;(c) engage in fraud, money laundering, or sanctions violations;(d) interfere with Platform operations or security;(e) reverse engineer, scrape, or misuse the Platform;(f) use Spaces for illegal, dangerous, or nuisance activities.

14. PRIVACY & DATA
14.1 Fluxo US Inc acts as data controller for core Platform operations.
14.2 Processing of personal data is described in the Privacy Policy and complies with applicable U.S. privacy laws (including state laws such as the CCPA/CPRA where applicable).14.3 Stripe and other sub-processors are listed in the Privacy Policy.

15. DISCLAIMERS & LIMITATION OF LIABILITY
15.1 The Platform is provided “as is” and “as available” without warranties of any kind.
15.2 Fluxo does not warrant the quality, condition, legality, safety, or availability of any Space.
15.3 Liability Cap: Fluxo’s aggregate liability to you for claims arising out of the Services is limited to the total Platform Fees paid by you to Fluxo in the 12 months preceding the event.
15.4 Fluxo is not liable for indirect, consequential, punitive, incidental, or special damages, including loss of profit, revenue, data, or goodwill.
15.5 Nothing limits liability where it would be unlawful to do so under Delaware law, including liability for fraud or willful misconduct.

16. INDEMNITY
16.1 You will indemnify Fluxo and its officers, directors, employees, and agents against claims arising out of:(a) your breach of these Terms;(b) your misuse of the Platform or a Space; or(c) your violation of law or third-party rights.

17. SUSPENSION & TERMINATION
17.1 Fluxo may suspend or terminate access for breach, security risk, or compliance concerns. You may close your account at any time. Clauses related to fees, IP, liability, confidentiality, and governing law survive termination.

18. GOVERNING LAW & JURISDICTION
These Terms and any disputes arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The courts of Delaware have exclusive jurisdiction.

19. MODIFICATIONS TO TERMS
Fluxo may update these Terms with 30 days’ notice (email or in-product). Continued use after the effective date constitutes acceptance.

20. NOTICES
Notices may be delivered via email, via the Platform, or to your registered account contact details. You must maintain a valid email address.

21. ASSIGNMENT
Fluxo may assign these Terms to an affiliate or successor entity. You may not assign these Terms without Fluxo’s prior written consent.

22. FORCE MAJEURE
Fluxo is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, strikes, or internet outages.

23. ENTIRE AGREEMENT; PRECEDENCE
23.1 These Terms and the Privacy Policy, together with any executed Match Services Agreement (for office matching and related services, where applicable), are the entire agreement between you and Fluxo regarding your relationship with Fluxo.
23.2 In case of conflict:(i) a written, executed Match Services Agreement or addendum controls for the office-matching services it covers; and(ii) these Terms control for Platform use.

24. CONTACT
Fluxo US Inc
115 Broadway, New York, NY, 10006
Email: legal@fluxo.work

25. CONFIDENTIALITY

Each party (“Recipient”) may receive non-public information of the other party (“Discloser”) that is confidential. Recipient will:(a) use Confidential Information only to perform or receive the Services;(b) not disclose it except to affiliates, employees, advisers, and contractors under similar obligations; and(c) protect it with reasonable measures.Information that is public, already known, independently developed, or disclosed under legal compulsion is not Confidential Information. This clause survives termination.

26. ANTI-BRIBERY & SANCTIONS
Each party will comply with:the U.S. Foreign Corrupt Practices Act (FCPA);
applicable U.S. anti-trafficking and anti-slavery laws; and
U.S. sanctions and export control regulations (including OFAC).

Fluxo may suspend or terminate the Services immediately for suspected breach.

27. THIRD-PARTY BENEFICIARIES
Except as expressly stated, no third party has any right to enforce any term of these Terms.