1. About these Terms
These Authorized Signer Terms (the “Terms“) apply when an individual accepts them electronically in connection with a business’s application for, or use of, products and services offered by Fluz App Inc. and its affiliates (“Fluz,” “we,” “us“).
By clicking to accept these Terms, you are making a legally binding attestation to Fluz and to our Bank Partners. Please read them carefully. If you do not agree, do not click to accept.
Capitalized terms not defined in these Terms have the meanings given in the Fluz Business Terms of Service.
2. Definitions
“Application” means the business’s application for a Fluz account, card program, or other Fluz product or service, including all business information, supporting documentation, and beneficial ownership information submitted in connection with it.
“Authorized Signer” means the individual designated to act on the Business’s behalf in connection with the Application and any resulting account relationship, and who is not a Beneficial Owner or Control Person of the Business.
“Bank Partner” means any financial institution that issues cards, holds or transmits funds, or otherwise provides banking services in connection with the Business’s relationship with Fluz.
“Beneficial Owner” means each individual who, directly or indirectly, owns twenty-five percent (25%) or more of the equity interests of the Business.
“Business” means the legal entity identified during the Application.
“Control Person” means an individual with significant responsibility to control, manage, or direct the Business, including an executive officer or senior manager (such as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Vice President, Treasurer, Managing Member, or General Partner) or any other individual who regularly performs similar functions.
“you” means the individual clicking to accept these Terms.
3. Which section applies to you
These Terms are accepted in one of two capacities. The Fluz application flow will tell you which capacity applies to you, and your acceptance is recorded accordingly.
- If you are a Control Person or Beneficial Owner granting authority to another individual, Section 4 applies to you.
- If you are the Authorized Signer certifying your own authority, Section 5 applies to you.
Sections 6 through 15 apply to you in either capacity.
4. Attestation by a Control Person or Beneficial Owner
If you are accepting these Terms as a Control Person or Beneficial Owner, you attest and confirm that:
(a) You are a Control Person or Beneficial Owner of the Business, and you hold the name and title you provided during acceptance.
(b) The individual you identified as the Authorized Signer has been duly authorized by the Business to act on the Business’s behalf in connection with the Application and any resulting account relationship, with the authority described in Section 6.
(c) You have the authority to grant this authorization on behalf of the Business, and doing so does not violate the Business’s organizational documents, any resolution of its governing body, or any agreement or law binding on the Business.
(d) All statements made by you in connection with this attestation are true, accurate, and complete.
5. Certification by an Authorized Signer
If you are accepting these Terms as the Authorized Signer, you certify and confirm that:
(a) You hold the name and title you provided during acceptance, and you are not a Beneficial Owner or Control Person of the Business.
(b) You have been duly authorized by the Business — by resolution of its governing body, by written delegation from a Control Person or Beneficial Owner, or by other valid corporate action — to act on the Business’s behalf with the authority described in Section 6, and that authorization is in full force and effect as of the date you accept these Terms.
(c) Your exercise of that authority does not violate the Business’s organizational documents, any resolution of its governing body, or any agreement or law binding on the Business.
(d) Upon request by Fluz or a Bank Partner, you will promptly provide documentation evidencing your authority, including a corporate resolution, signature authority letter, operating agreement excerpt, or written delegation from a Control Person or Beneficial Owner. You acknowledge that Fluz may decline, suspend, or close the Business’s account if such documentation is not provided or is not satisfactory to Fluz or a Bank Partner.
(e) All statements made by you in connection with this certification are true, accurate, and complete.
6. Scope of authority
The Authorized Signer is authorized to act on the Business’s behalf, including to:
(a) complete and submit the Application on the Business’s behalf;
(b) provide business information and supporting documentation as requested during the application, verification, and ongoing due diligence process, including beneficial ownership information;
(c) review, sign, and enter into any account opening agreements, terms of service, cardholder agreements, program agreements, and related documents resulting from the Application, on the Business’s behalf, and to bind the Business to them;
(d) instruct transactions to and from any account associated with the Business’s relationship with Fluz, including funding, transfers, payments, card issuance and loading, and withdrawals;
(e) designate, add, modify, and remove additional users, cardholders, and administrators on the Business’s accounts, and set their permissions and limits; and
(f) communicate with Fluz and its Bank Partners regarding the Business’s accounts, including in connection with servicing, disputes, and account maintenance.
The Business is bound by, and responsible for, all actions the Authorized Signer takes within this scope, whether or not the Business has separately approved any individual action.
7. Duration and revocation
This authorization is effective as of the date and time you accept these Terms and remains in effect until the Business revokes it in writing.
To revoke, the Business must send written notice to Fluz at the address in Section 15, from a Control Person or Beneficial Owner of the Business. Revocation becomes effective only after Fluz has received the notice and has had a reasonable opportunity to act on it, which will not exceed two (2) business days after receipt.
Revocation does not affect, unwind, or invalidate any action taken, agreement entered into, or transaction instructed by the Authorized Signer before the revocation takes effect. The Business remains responsible for all such actions, agreements, and transactions.
8. Duty to notify of changes
The Business, and you, must promptly notify Fluz in writing if:
(a) the Authorized Signer’s authority is limited, suspended, or terminated;
(b) the Authorized Signer ceases to be employed by or affiliated with the Business;
(c) there is a change in the Business’s Control Person or Beneficial Owners; or
(d) any statement made in connection with these Terms ceases to be true, accurate, or complete.
9. Reliance by Fluz and Bank Partners
Fluz and its Bank Partners are entitled to rely on this attestation or certification, and on the Authorized Signer’s authority, without further inquiry and without independent verification, until revocation takes effect under Section 7.
Fluz and its Bank Partners may, but are not required to, request additional documentation, seek confirmation from a Control Person or Beneficial Owner, decline to act on any instruction, or suspend or close the Business’s account at any time in their sole discretion, including where authority is unclear or disputed.
10. Indemnification
The Business will indemnify, defend, and hold harmless Fluz, its Bank Partners, and their respective affiliates, officers, directors, employees, and agents from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to:
(a) any action taken or instruction given by the Authorized Signer;
(b) any inaccuracy in the attestation or certification made under these Terms; or
(c) any dispute regarding the existence or scope of the Authorized Signer’s authority.
This obligation survives the termination of the Business’s relationship with Fluz.
11. Electronic signature and electronic records
Your acceptance of these Terms constitutes your electronic signature, and the electronic signature of the Business, and has the same legal force and effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.
Your acceptance is subject to the Fluz Electronic Communications and E-Sign Consent, available at https://fluz.app/us/legal/esign, which is incorporated into these Terms by reference. You represent that you have read and agreed to that consent, that you are able to access and retain electronic records, and that you have the hardware and software described in it.
You agree not to contest the validity, admissibility, or enforceability of these Terms, or of your acceptance, on the grounds that they were made or recorded electronically.
12. Record of acceptance
Fluz maintains a record of your acceptance of these Terms. That record includes the version of these Terms displayed to you, the date and time of acceptance, the name and title you provided, the identity of the Business, the account or session identifiers associated with your acceptance, and technical information such as the IP address and device information from which acceptance was submitted.
A copy of these Terms and of your record of acceptance is available to you and to the Business on request, and will be delivered to the email address you provided at the time of acceptance. Fluz retains this record in accordance with applicable law and its record retention policy.
13. No substitute for other requirements
These Terms do not replace or satisfy any separate requirement that may apply to the Business’s relationship with Fluz or a Bank Partner, including beneficial ownership certification, customer identification and verification, personal guaranty, or any resolution or documentation a Bank Partner may require. Fluz may require re-acceptance of these Terms at any time, including upon a change in the Business’s control, ownership, or Authorized Signer, or upon the Business’s application for additional products or services.
14. General
Changes. Fluz may modify these Terms. Material changes will be posted at this page with an updated version number and effective date, and Fluz may require re-acceptance.
Governing law. These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles, except to the extent governed by federal law. Dispute resolution provisions in the Fluz Business Terms of Service apply to any dispute arising under these Terms.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
Entire agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you, the Business, and Fluz regarding the subject matter of these Terms.
15. Contact
Fluz App Inc. Attn: Legal — Authorized Signer 234 Fifth Ave 2nd Floor New York, NY 10001. [email protected].
