Terms of Business

Fluxo U.S. Terms of Busines
Last updated: October, 2025
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1. Overview
These Terms of Service (“Terms”) form a legally binding agreement between you (“User,” “Company,” or “Host”) and Fluxo US Inc. (“Fluxo,” “we,” “us,” or “our”), a Delaware corporation with its principal business address at 115 Broadway, New York, NY, 10006. Fluxo operates an online platform and related services (the “Platform”) that enable Hosts to list workspaces and Users to discover, book, and pay for those spaces. 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/enterprise bookings, “Base” arrangements).
Host: 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 Host and a User/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 use of a Space, including Host charges and applicable taxes, fees, or surcharges.
Platform Fees: Fees charged by Fluxo to Users and/or Hosts for access to and use of the Platform and related services.
Continuation Fee: A fee on renewals, extensions, or continued arrangements only where Fluxo continues to manage billing, payments, or account support for the renewed term.
Introduced User: A User first introduced to a Host through the Platform (e.g., inquiry, viewing, tour, message, or booking).
Space License Agreement: The agreement between Host and User/Company governing use/occupancy of a Space.
Stripe: Fluxo’s payment processor and Stripe Connect platform.

3. Fluxo’s Role and Relationship of the Parties
3.1 Marketplace and Facilitation Only. Fluxo provides technology that facilitates discovery, communications, contracting, and payments between Hosts and Users (the “Services”).
3.2 No Brokerage/Agency/Landlord. Fluxo is not a real estate broker, agent, landlord, property manager, or insurer, does not represent either party, and owes no fiduciary duties to Hosts or Users. Fluxo does not lease, sublicense, or grant possession of any Space, and provides no property management, security, or building access services.
3.3 Not a Party to Space Agreements; Templates. Any Space License Agreement is entered into solely between Host and User/Company. Fluxo is not a party. If Fluxo provides model forms, they are for convenience only and do not constitute legal advice. Each party is responsible for its own legal and compliance review.
3.4 Limited Payment Collection Agent; Billing Options.(a) Limited Agent. For bookings processed through the Platform, Host appoints Fluxo (and Stripe) as Host’s limited payment collection agent solely to collect amounts from Users and remit payouts to Host, net of amounts due under these Terms. This limited agency ends automatically after completion of the relevant payment flow.(b) Fluxo Billing Option. For Instant Bookings and any Base/Event Booking configured to bill via the Platform, Fluxo collects from Users and remits payouts to Hosts as described in Sections 7–9, netting Platform Fees, Continuation Fees (if applicable), chargebacks, refunds, and adjustments.(c) Direct Billing Option. Where enabled, a Host may invoice a User/Company directly for Base renewals or bespoke terms. Any Platform Fees or Continuation Fees owed to Fluxo remain payable and may be offset against other payouts or invoiced by Fluxo.(d) Not a Bank, Escrow, or Money Transmitter. Fluxo is not a bank, escrow, trust, or money-transmission business. Payments are processed by third-party processors (including Stripe) under their terms. Funds collected from Users and remitted to Hosts may be held by such processors in pooled or custodial accounts pending settlement. Fluxo does not take ownership of Space fees, provide escrow services, or accept deposit-taking obligations.
3.5 No Control or Warranty Over Spaces or Conduct. Hosts solely control, operate, and maintain Spaces and bear responsibility for compliance with safety, building, accessibility, zoning, licensing, and other laws. Fluxo does not control and is not responsible for Space condition, suitability, legality, availability, amenities, or the conduct of Hosts/Users.
3.6 Identity and Compliance Checks. Fluxo may (but is not obligated to) conduct identity, KYC/AML, sanctions, or similar checks via third-party providers. Fluxo does not guarantee the outcome or accuracy of any verification.
3.7 Third-Party Services. The Platform may integrate third-party services (Stripe, calendars, CRM, access control, analytics). Those services are provided under their own terms and privacy policies. Fluxo does not warrant third-party services.
3.8 No Professional Advice. Fluxo does not provide legal, tax, accounting, employment, real estate, design, or compliance advice.
3.9 Compliance; Sanctions; Export. Fluxo may suspend accounts, withhold payouts, or disable features where needed to comply with law, court orders, fraud prevention, or sanctions.
3.10 Communications; Enforcement. Platform messaging/scheduling may be monitored consistent with the Privacy Policy for safety, fraud prevention, and enforcement (including Section 12).
3.11 Service Modifications; No SLA. Fluxo may enhance, modify, or discontinue features without notice. The Platform is provided “as is” and “as available.”
3.12 Relationship of Parties. Host and User/Company are independent contracting parties. Nothing herein creates partnership, joint venture, employment, or agency between Fluxo and any Host or User, except as limited in 3.4.
3.13 FluxOS Operator Tools. Fluxo’s marketplace Services are governed by these Terms. Where a Host elects to use FluxOS operator tools (e.g., invoicing, recurring billing, analytics, guest/visitor tools), additional FluxOS service terms and fees apply (Section 11). FluxOS does not alter Section 3.2 in the U.S.
3.14 User Support & Office Matching (U.S.). Fluxo may provide optional advisory support to Users and Companies, including discovery calls, curated shortlists, coordination of viewings, and general guidance based on information you provide. This support is complimentary for Users and is offered solely to help evaluate Spaces; it is not brokerage, representation, or legal advice, and Fluxo does not negotiate or enter Space Agreements on your behalf. Recommendations are informational and do not guarantee availability, suitability, or outcomes. If a Company elects ongoing post-move-in support (e.g., centralized payments, renewal reminders, or check-ins), those services are provided under these Terms and, where applicable, FluxOS fees in Section 11.
3.15 Support Standard. Fluxo will use commercially reasonable efforts to provide support during U.S. business hours (Monday to Friday, excluding U.S. federal holidays) for issues relating to access, billing, and booking administration. No specific service levels or uptime guarantees are provided.

4. Eligibility
Accounts - You must be at least 18 and have legal capacity to contract. Provide accurate, complete registration information and keep it updated. You are responsible for all activity under your account and for safeguarding credentials.

5. Host Obligations
Hosts agree to: (a) provide accurate listing content, pricing, availability, rules, and restrictions; (b) ensure Spaces are safe, legally compliant, and work-ready; (c) honor confirmed bookings and provide access as described; (d) maintain appropriate insurance (and provide proof on request); for Event Bookings, Fluxo may require proof of appropriate commercial general liability insurance before enabling event listings or confirming bookings; (e) comply with anti-discrimination, health/safety, privacy, and employment laws; (f) keep price parity -pricing on Fluxo must be commercially no less favorable than for the same Space/date elsewhere; (g) disclose any additional requirements (IDs, waivers, approvals) in listings; (h) promptly inform Fluxo of off-platform conversions with Introduced Users per Section 12.

6. User/Company Obligations
Users/Companies agree to: (a) use Spaces lawfully and follow Host rules and building policies; (b) pay Booking Amounts via the Platform; (c) refrain from hazardous, illegal, or nuisance activities; (d) accept responsibility for damages they cause; (e) not circumvent Fluxo to avoid fees (Section 12).

7. Bookings, Charges, and Continuation
7.1 Instant Bookings (Pass/Space).(a) Charge Capture. Full payment is collected at booking via Stripe.(b) Platform Fees. Fluxo charges Platform Fees to Users and/or Hosts as displayed at checkout or in Host onboarding. Platform Fees are non-refundable once a booking is confirmed, except where caused by Host cancellation or error. Fluxo does not charge a separate success fee to Users/Companies for office matching; standard Platform Fees (if any) will be disclosed at checkout, and Fluxo may receive Host-side fees as permitted under these Terms.(c) Payouts. Fluxo remits payouts to Hosts monthly, net of Platform Fees, Stripe/processing charges, chargebacks, refunds, and adjustments.
7.2 Base Bookings (Longer-Term).(a) Recurring Billing. Unless otherwise stated, Base Bookings bill monthly via Fluxo or as agreed between Host and Company (User).(b) Contract Governance; Fluxo’s Role. Renewal, extension, and termination of any Base Booking are governed solely by the Space License Agreement between Host and Company. Fluxo is not a party and does not grant, deny, or interpret those rights. For billing purposes only, Fluxo will implement changes upon (i) joint written instructions from Host and Company, or (ii) clear written evidence of the effective date under that Space License Agreement. Absent such instructions or evidence, billing will continue under the last undisputed settings.(c) Billing Instructions & Evidence. To implement a stop, renewal, or change, Fluxo requires billing instructions from both parties or clear documentary evidence (e.g., termination notice or countersigned variation). Fluxo may rely on platform-configured terms (notice periods, renewal settings) if no contrary evidence is provided.(d) Cut-Offs; Proration. If valid instructions/evidence reach Fluxo ≥ 3 business days before the next billing date, Fluxo will prorate from the effective termination/change date. If received later, Fluxo may process the scheduled charge and apply pro-rata credits/refunds in the next cycle, subject to processor limits.(e) Party Disputes. If Host and Company disagree on termination or effective dates, Fluxo may (1) continue billing per the last undisputed terms, or (2) pause future cycles and hold funds/net credits until the parties resolve the dispute. Fluxo is not liable for amounts disputed between Host and Company.(f) Default Auto-Renew. If a Base is configured to auto-renew, the Platform will clearly disclose renewal terms at purchase and send renewal reminders where legally required. You may disable auto-renew in your account or by written notice per the Space License. Absent contrary instructions/evidence, billing continues per the last cycle.(g) Fee Adjustments. If the Base changes (price, size, term), Platform Fees and any applicable Continuation Fee adjust pro-rata from the effective change date.(h) Continuation Fee. Where Fluxo continues to manage billing or account support for a renewed/extended Base, the Continuation Fee applies for the renewed term and is cancellable pro-rata if that term ends early.
7.3 Event Bookings (Venue Hire / Large Meetings).(a) Payment Timing. Unless otherwise stated, Event Bookings are paid in full at booking.(b) Cancellation Schedule.• Cancel 14+ days before event: full refund minus fees.• Cancel 7–14 days: 50% refund.• Cancel <7 days: no refund.(c) Host or User Agreement Supremacy. If the Host and User/Company enter into a separate written agreement or set of terms specific to an Event Booking (for example, a venue-hire agreement, event contract, or purchase order), those terms will govern payment, cancellation, and refund rights for that Event Booking to the extent they differ from this Clause 7.3. In all other respects, these Terms continue to apply.
7.4 Renewals and Continuation Fee. For renewals, extensions, or recurring arrangements managed through Fluxo, a Continuation Fee applies. The fee is charged only where Fluxo continues to manage billing, payments, or account support for the renewal term.
7.5 Deposits & Pre-Authorizations(a) Applicability. Certain Listings may require either (a) a refundable Deposit or (b) a card Pre-Authorization (each, a “Security Amount”). Any requirement and amount will be disclosed on the Listing and at checkout.(b) Roles. Fluxo acts solely as Host’s limited payment collection agent for any Security Amount processed through the Service. Fluxo is not a landlord, broker, insurer, escrow agent, or trustee, and no interest accrues.(c) Base (Longer-Term) Bookings. For Base arrangements, the Deposit amount, holding, use, and return are governed by the Space License Agreement between Host and Company. The Host collects and holds any Base Deposit. At Host’s request, Fluxo may process the initial collection and remit funds to Host; Fluxo does not hold or adjudicate Base Deposits. (d) Instant/Hourly/Events. For these bookings, the Host may require either a Refundable Deposit (captured charge) or a card Pre-Authorization. i. Release - No Claim. If no Claim is received within 48 hours after the booking ends, Fluxo will refund a Deposit or release a Pre-Authorization within 5 Business Days. ii. Claims Limited to Security Amount. If Host submits a timely Claim with reasonable evidence of chargeable loss (e.g., damage, excessive cleaning, overtime, missing keys), Fluxo may, in its reasonable discretion as Host’s limited agent, apply or capture up to the Security Amount and release any remainder. Fluxo’s role is administrative and limited to funds it holds; Fluxo does not adjudicate disputes beyond the Security Amount. (e) Excess / Shortfall. If alleged loss exceeds the Security Amount, Host and Guest must resolve under the Space License Agreement and applicable law. (f) Chargebacks & Set-off. Guest authorizes Fluxo to recover any negative balances or chargebacks arising from Security Amount captures via the Payment Method on file or by set-off against future payouts. (g) Card-Network Rules. Authorization windows and capture timelines are subject to card-network/processor rules. Where a Pre-Authorization cannot be maintained for the required period, Fluxo may use a captured refundable Deposit instead. (h) Priority. As between Host and Company, any Base Deposit terms in the Space License Agreement control. As between the parties and Fluxo, this §7.5 controls.

8. Taxes, Pricing, Currency, and Fee Schedules
8.1 Taxes. Unless stated otherwise, Platform Fees are exclusive of sales taxes. Hosts are responsible for taxes on payouts and for any statutory invoicing/receipting obligations for Space charges. Hosts must provide accurate tax forms (e.g., W-9/W-8) and acknowledge that Fluxo or Stripe may issue 1099-K or other information returns as required. Fluxo may withhold payouts until required tax information is received.
8.2 Currency and FX. Transactions are processed in the currency shown at booking. Where conversion occurs, Stripe’s rates and fees apply.
8.3 Price Parity. Host pricing on Fluxo must be commercially no less favorable than for the same Space and conditions offered via Host’s own channels or other marketplaces.
8.4 Fees; Fee Schedules; Changes. (a) Incorporation by Reference. The fees applicable to the Services (including any commissions, user fees, processing charges, and minimums) are set out in the Fluxo Fee Schedule (U.S.) (the “U.S. Fee Schedule”). The U.S. Fee Schedule is incorporated into and forms part of these Terms. (b) Display & Checkout. For Instant Bookings, any user-side fees are disclosed at checkout before payment. For Hosts, applicable fees are disclosed in Host onboarding and/or the U.S. Fee Schedule. (c) Updates. Fluxo may update the U.S. Fee Schedule from time to time. Unless a shorter period is permitted by law, material changes take effect 30 days after notice (email and/or in-product). Continued use after the effective date constitutes acceptance. (d) Negotiated Terms. If Fluxo and a Host agree different fees in a written Host Commercial Addendum, the addendum controls for that Host’s listings; otherwise, the U.S. Fee Schedule applies.

9. Payouts; Chargebacks; Setoff; Negative Balances
9.1 Monthly Payouts. Fluxo aggregates Host payouts monthly via Stripe Connect to the Host’s linked account.
9.2 Chargebacks/Refunds. Fluxo may offset refunds, chargebacks, penalties, or other amounts against payouts. If chargebacks exceed available funds, Fluxo may charge the Host’s linked payment method or invoice the Host. Hosts must provide reasonable evidence within 7 days of our request (for example, access logs, communications, house-rules acknowledgments, check-in records). Failure to cooperate may result in permanent setoff against future payouts.
9.3 Setoff and Negative Balances. If a Host balance becomes negative, Fluxo may net against future payouts, debit a payment method, or issue an invoice payable within 10 days. Any amount not paid when due accrues interest at 1.5% per month (or the maximum allowed by law) from the due date until paid, and you agree to reimburse Fluxo’s reasonable collection costs, including attorneys’ fees.

10. Cancellations and Refunds (General)
10.1 Instant Bookings.• User cancels 48+ hours before scheduled start: full refund (minus fees).• User cancels within 48 hours of scheduled start: non-refundable.• Host cancels: full refund to User; Host payout for that booking is withheld/reversed.
10.2 Events. As per 7.3(b).
10.3 Bases. As per 7.2 (billing-only implementation reflective of the Space License Agreement).
10.4 Effect on Fluxo Fees. If a booking is fully refunded, Fluxo’s Platform Fees for that booking are reversed. For partial refunds, Fluxo’s fees reduce pro-rata to the net amount actually collected. Continuation Fees for renewed terms are pro-rata cancellable if the renewed term ends early.

11. FluxOS Operator Tools
11.1 Scope. FluxOS may include invoicing, recurring billing, analytics, guest/visitor tools, and related operator features.
11.2 Fees. Unless otherwise agreed, Fluxo charges a 5% monthly processing fee on amounts FluxOS bills/collects (or 5% total on one-off invoices, optionally split 3% Host / 2% User for one-off payments).
11.3 Data Ownership and Export. Host-provided operational data remains Host’s; platform metadata and derived analytics belong to Fluxo. Upon termination and upon request, Fluxo will provide a reasonable export of core transactional records within 30 days, subject to settlement of amounts due.
11.4 No SLA. FluxOS is provided on a commercially reasonable efforts basis without uptime or results warranties.

12. Lead Attribution; Non-Circumvention
12.1 Introduced Users. An Introduced User is any party first contacting a Host or receiving a viewing/tour or booking via the Platform.
12.2 Continuation of Dealings (12 Months). If, within 12 months of the latest of (i) introduction, (ii) viewing/tour, or (iii) last booking via the Platform, a Host enters into any direct agreement or arrangement with an Introduced User for the same or a substantially similar Space, the Host must promptly notify Fluxo in writing and pay the applicable Platform Fees and, if applicable, Continuation Fees as though the transaction had been completed through the Platform.
12.3 Fee Invoicing. Upon notice or reasonable discovery of such arrangement, Fluxo may issue an invoice for the applicable fee, which the Host must pay within 30 days. Fluxo’s determination of whether an Introduced User relationship exists will be made in good faith and based on reasonable evidence.
12.4 Recordkeeping. Hosts must retain sufficient records of Introduced User communications and agreements for at least 12 months from the last relevant introduction or booking and, upon reasonable request, provide summary confirmation to Fluxo. Fluxo will not request full agreements or pricing details except where necessary to verify compliance.

13. Listings, Content, and IP
13.1 Host Content License. Host grants Fluxo a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display listing content (including names, marks, images, descriptions) to operate and promote the Platform and the Host’s Spaces.
13.2 User Content and Reviews. Users may submit content (e.g., reviews). Users grant Fluxo a non-exclusive, worldwide, royalty-free license to use and display such content for Platform operation. Fluxo may moderate, remove, or decline to display content at its discretion.
13.3 DMCA/Notices. If you believe content infringes IP rights, notify legal@fluxo.work with sufficient detail; Fluxo may remove or disable access consistent with applicable law.
13.4 Brand Publicity. Fluxo may identify Hosts and Companies by name and logo as Platform participants (site, decks, case studies). Opt-out by written notice.
13.5 Host IP Indemnity. Host will defend and indemnify Fluxo against third-party claims alleging that Host-submitted listing content (including images, logos, and descriptions) infringes intellectual property rights, except to the extent caused by Fluxo’s modifications. Fluxo will promptly notify Host and reasonably cooperate at Host’s expense. Liability under this clause is capped at the Platform and Continuation Fees paid by Host to Fluxo in the 12 months preceding the claim.

14. Prohibited Uses
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, security, or data; (e) reverse engineer or scrape; (f) use Spaces for hazardous, illegal, or nuisance activities.

15. Privacy and Data
Personal data is processed under Fluxo’s Privacy Policy. By using the Platform, you authorize Fluxo to share limited information with Stripe and other processors as needed to operate the Services.

16. Disclaimers; Limitation of Liability
16.1 As-Is. The Platform is provided “as is” and “as available” without warranties of any kind.
16.2 No Warranties as to Spaces. Fluxo does not warrant the quality, condition, safety, legality, or availability of any Space.
16.3 Liability Cap. To the maximum extent permitted by law, Fluxo’s aggregate liability to you arising out of or relating to the Services is limited to the total Platform Fees paid by you to Fluxo in the 12 months preceding the event giving rise to the claim.
16.4 Exclusion of Certain Damages. Fluxo is not liable for indirect, incidental, punitive, special, or consequential damages (including lost profits, revenues, data, or goodwill).

17. Indemnification
You will defend, indemnify, and hold harmless Fluxo and its officers, directors, employees, and agents from claims arising out of: (a) your breach of these Terms; (b) your use of the Platform or a Space; (c) your violation of law or third-party rights.

18. Compliance; Anti-Bribery; Sanctions
You represent and warrant compliance with all applicable anti-bribery and corruption laws (including the U.S. FCPA), AML/KYC, and sanctions regimes. You are not a sanctioned party.

19. Suspension; Termination; Survival
Fluxo may suspend or terminate access for breach, risk, or legal compliance. You may close your account at any time. Sections intended to survive (including fees owed, attribution, audit, IP licenses, disclaimers, limitations, indemnities, governing law, arbitration) survive termination.

20. Dispute Resolution; Mandatory Arbitration
20.1 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Commercial Arbitration Rules.
20.2 Governing Law; Venue. Delaware law governs, without regard to conflict rules. The seat/venue of arbitration is Delaware (virtual or in-person).
20.3 Class Action Waiver. Proceedings must be individual, not class, consolidated, or representative.
20.4 Small Claims; Injunctive Relief. Either party may bring an individual claim in small-claims court for matters under $10,000. Fluxo may seek injunctive relief (e.g., to protect IP, enforce non-circumvention, or stop unlawful use).
20.5 Opt-Out. You may opt out of arbitration within 30 days of first acceptance by sending written notice to legal@fluxo.work with subject “Arbitration Opt-Out,” including your name, account email, and a clear statement that you opt out.

21. Governing Law and Courts
Subject to Section 20, these Terms are governed by Delaware law. For any claim not subject to arbitration, the state or federal courts located in Delaware have exclusive jurisdiction, and you consent to personal jurisdiction there.

22. Modifications to Terms
Fluxo may update these Terms with 30 days’ notice (email or in-product). Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Platform before the changes take effect.

23. Notices; Electronic Communications
You consent to receive notices and communications electronically. Fluxo may deliver notices via email, the Platform, or your account. You must maintain a valid email address.

24. Assignment
Fluxo may assign these Terms to an affiliate or successor by merger, acquisition, or asset sale. You may not assign without Fluxo’s prior written consent.

25. Force Majeure
Fluxo is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, internet or power failures, or government actions.

26. Severability; Waiver; Entire Agreement; Order of Precedence
If any provision is invalid or unenforceable, the remainder remains in effect. No waiver is effective unless in writing. These Terms and the Privacy Policy are the entire agreement regarding the Services and supersede prior understandings. In case of conflict, (i) these Terms govern over marketing or help content; (ii) a written, executed addendum (if any) controls over these Terms. Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set out in these Terms.

27. Contact
Fluxo US Inc.115 Broadway, New York, NY, 10006
legal@fluxo.work