Terms of Use - Fluxo Service Agreement

Terms of Use - Fluxo Service Agreement 

This Fluxo Terms of Use (the “Agreement”) constitutes a legal agreement between you and Nomad Fintech, Inc. (“Nomad”) and governs your access to and use of the Platform Services (as defined below) via our website, mobile applications, software, APIs or other access channels, as applicable (the “Fluxo Platform”). 

By accessing and using the Platform Services, you agree to be bound by this Agreement, as well as all agreements and policies referenced in this Agreement that apply to you, including without limitation our Data Protection and Privacy Policy (collectively, the “Terms”).

As used throughout this Agreement, “website” refers to www.husky.io . The terms “you” or “your” refers to customers who register for, use or access the Platform Services. The terms “we,” “us” and “our” refers to Nomad. Please note that headings in this Agreement are for reference only.

1. Our Role

The Fluxo payment platform service (the “Platform Services”) is a: (i) payment account boarding; (ii) payment screening; and, (iii) payment data transmission service that helps you integrate with a payment processor (each a “Payment Processor”), as described more fully in this Agreement.  You hereby appoint us as your agent to deliver information and instructions on your behalf to a Payment Processor or other service providers.  

Nomad will not provide licensed financial services under this Agreement; rather, Nomad is a supplier of the Platform Services under this Agreement which facilitates your use of money transmission services provided by Payment Processor.

2. The Payment Processor

The Payment Processor under this Agreement is Veem, Inc., organized under the laws of Delaware, through its wholly-owned subsidiary Veem Payments Inc. and/or its affiliates (collectively referred to herein as “Veem”). The processing and settlement of Transactions (as defined below) (“Payment Processing”) is carried out by the Payment Processor under and subject to the Veem Terms of Use available at https://www.veem.com/lp/veem-terms-of-use-for-partners/  and on the website (the “Payment Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by all of the Payment Processor Terms and any subsequent amendments.  The Payment Processor’s role is to accept and process payment transactions, and/or to settle funds from payment transactions made by payment methods as provided under this Agreement and the Payment Processor Terms  ( “Transactions”).

Nomad is not a party to any of the Payment Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Payment Processor Terms you are agreeing to open one or more financial accounts with the Payment Processor for Payment Processing (each a “Payment Processor Account”). We reserve the right, in our sole discretion, to change the Payment Processor, subject to the terms of our agreement with the Payment Processor. In the event of any inconsistency between this Agreement and any of the Payment Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Payment Processor Terms concerning Payment Processing or the Payment Processor Account, in which case the Payment Processor Terms shall prevail.

3. Terms; Entire Agreement and Remedies 

These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and Nomad with respect to the provision of the Platform Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other Nomad or Payment Processor agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Nomad and our vendors and suppliers and sets forth your exclusive remedies with respect to the Platform Services and your access and use of the Platform Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

4. Eligibility

To register for our Platform Services and create a Fluxo account with Nomad (“Fluxo Account”), you must be a business entity and meet other requirements defined by Nomad for registration and account creation. Please be aware that we do not offer Platform Services to individual consumers and you agree that you will not use our Platform Services for personal, household or family purposes. We reserve the right, in our sole discretion, to refuse your registration request or discontinue use of our Platform Services for any reason. You hereby warrant that at all times during the term of this Agreement you are and will continue to be a legal business entity or sole proprietor.

5. Account Setup
   
   1. Registration. To apply to use some or all of our Platform Services, you must first create an account profile for your business on the Fluxo Platform by providing certain information about the business, including without limitation personal information about the beneficial owners, principals or any employee of your business that will be permitted access or use the Platform Services on behalf of your business. You must provide accurate and complete information in response to all registration inquiries. You may not create duplicate accounts for the same business. If we discover duplicate profiles for the same user, the profiles will be merged or closed, in some cases without notification to you.
   2. Account Information. You are responsible for keeping all information in your account profile up to date at all times. We will only allow you to use our Platform Services if we are satisfied with the information you have provided, and we have been able to verify this information. We may refuse your application to use our Platform Services in our sole discretion if we believe you may be in breach of our Terms or due to regulatory restrictions. In addition to keeping Customer Information in your Fluxo Profile up-to-date and accurate at all times, you must immediately notify Nomad if: (i) you undergo or anticipate undergoing a Change of Control; (ii) you experience or anticipate experiencing an Insolvency Event; (iii) there is a change in applicable Laws that will have a material impact on the business for which your using our Platform Services, including if such business becomes subject to regulatory oversight; or (iv) you become the subject of a material regulatory or governmental investigation, order or inquiry.
   3. Mandatory Due Diligence. In order to meet Payment Processor’s obligations under applicable Laws, including without limitation those Laws concerning the prevention of money laundering and terrorist financing, Payment Processor must obtain, verify and record certain information about you, your business and any associated officers, directors, partners, beneficial owners, employees and Authorized Users (collectively, “Representatives”) before Payment Processor or Nomad provides services to you. Examples of such documents or information, include but are not limited to government-issued photo identification, business invoices, banking statements or other personal, financial or business information that may reasonably allow us to confirm your identity, verify beneficial ownership of your business, validate the purpose of your transaction or authenticate your funding source. You understand and agree that our provision of Platform Services is subject at all times to successful completion of the initial and any subsequent customer due diligence to the satisfaction of Payment Processor. Accordingly, we or Payment Processor may request additional information or documents from you when you register with us or any time thereafter.
   4. Authorization to Collect Information. By accepting this Agreement, you authorize us to make inquiries or retrieve information about you or your business, including information about your Representatives from our service providers and other third parties, including financial service providers and banks as well as credit reporting agencies or other information bureaus. You hereby confirm that such third parties are authorized to provide such information to Nomad. We reserve the right to suspend or limit access to our Platform Services if we are unable to sufficiently verify your information. Please be advised we may be required to keep records of such verifications for such period of time as is required by federal law.
6. Authorized Users

Subject to the obligations, limitations and terms set forth in the Terms, you may designate and authorize certain third parties, for example employees or professional advisors, and other representatives to access and use the Platform Services on your behalf to conduct certain transactions or give instructions to us under this Agreement (each, an “Authorized User”). Please be aware that designating an Authorized User does not relieve you of your responsibilities under this Agreement. We will deem any use of the Platform Services to have been carried out by you. You must create a user profile for each Authorized User and provide all requested information about such Authorized User. You must inform us promptly if any details provided about an Authorized User have changed or are otherwise incorrect. 

You acknowledge agree that: (a) your Authorized Users have the authority to provide instructions to us for the provision of Platform Services on your behalf; (b) we may rely on instructions given by the Authorized User, and you will be bound by the actions of your Authorized Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorized User; (c) we may refuse access to your Authorized User(s) if we are concerned about unauthorized or fraudulent access; and (d) you will promptly report to us any infringements or unauthorized access to the Fluxo Platform.

7. Service Fees
   
   1. Fees. In consideration of your access and use of the Platform Services may require the payment of certain fees, including but not limited to transaction fees, payment processing fees, chargeback fees, subscription fees and other special services fees (“Service Fees”). Service Fees will be detailed on the Fluxo Platform or as otherwise agreed in writing with us. You agree to pay all Service Fees when due to us. If You direct or instruct any deduction of the Service Fees, You declare and warrant that You have obtained all necessary consents and authorizations for said deduction. Consequently, You shall remain exclusively and solely liable for such election, and Nomad shall have no responsibility or liability arising from any shortage, dispute or claim resulting therefrom. If we are unable to receive any amounts you owe under this Agreement, we may engage in recovery efforts to obtain such amounts which may include recovery costs such as attorneys’ fees, cost of proceedings, applicable interest and related expenses.
   2. Updates to fees. Nomad may amend, modify, or update the Fees at any time in its sole discretion. Any such amendment, modification, or update shall be effective immediately upon posting, publication, or other notice by Nomad to you, and your continued access to or use of the Platform Services following such update constitutes acceptance of the revised fees.
   3. Payments. In connection with certain Platform Services, we may issue an invoice to you for amounts due or payable as applicable under this Agreement. Any amount must be paid in a timely manner in order for you to continue to access Platform Services. If full payment is not received by the date specified by us, Nomad may suspend your use of the Platform Services until we receive payment in full.
   4. Taxes.  You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Platform Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction or elsewhere. We are not obligated to determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction on your behalf. To the extent that Nomad collects and remits any taxes arising from any Transaction, Nomad may, at its sole discretion, calculate and deduct, or request that a Payment Processor deduct, the corresponding amounts from any accounts associated with your Fluxo Plaform account and pay those amounts to the proper tax authority.  Nomad retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Nomad deems such reporting necessary. You hereby indemnify and hold Nomad harmless from and against any and all liability related to Taxes and filings made by Nomad in respect thereof. When applicable, you agree to receive all federal and state tax statements in an electronic format and acknowledge that paper tax statements will not be provided. We will notify you when an electronic statement is available by posting a notice consistent with Section 24 hereof.  Specific instructions for access and download will be included. In the event you withdraw consent with the Terms  and/or this Agreement, you will receive all electronic tax-related statements for the duration of time the agreement was authorized.
   5. Right to Setoff. Nomad may at any time set off any payment liability you have to Nomad or its Affiliates against any payment liability that Nomad or its Affiliates has to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, Nomad may convert either liability at a market rate of exchange for the purpose of set-off. Nomad’s right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with Nomad.

8. Account Security

You, and your Authorized Users, are responsible for the confidentiality and use of, and will reasonably safeguard and will not permit others to use, account credentials, such as username, password, or security device. You, and your Authorized Users agree to provide immediate notice to Nomad of any theft or loss of such credentials, or any unauthorized access to the account. Use of credentials to effect any action will constitute conclusive evidence that Nomad may treat such action as authorized. You and your Authorized Users are responsible for all transactions entered using the credentials. Nomad is not liable for loss or damages caused by any third party using the credentials.

9. Restrictions on Use of Platform Services

You may not use our Platform Services in connection with certain Prohibited Activities. You may not take any action or attempt any action that interferes with the normal operation of the Fluxo Platform or Platform Services.

10. Customer Service. 

Nomad will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Platform Services. The Payment Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but Nomad will, as appropriate, provide reasonable assistance in providing customer support in relation to the Platform Services and liaising between you and the relevant Payment Processor concerning the Payment Processing services.

11. Term

Unless otherwise agreed to by the parties in writing, this Agreement comes into effect on the date you first use or access the Platform Services (the “Effective Date”) and continues until terminated by you or Nomad (such period, the “Term”).

12. Termination or Suspension of Platform Services
    
    1. Termination by You. You may stop using our Platform Services at any time and close your account with Nomad by [email protected]. You will remain liable for any outstanding obligations after closure. Closing your account will terminate this Agreement.
    2. Termination by Us. We reserve the right to terminate or suspend the Agreement and/or use of the Platform Services, upon notice to you, at any time and for any reason including without limitation if:

• we suspect criminal activity in connection with your use of the Platform Services or that the Platform Services are being used fraudulently;
• we reasonably believe you are in violation of applicable Law;
• we reasonably believe you have fraudulently requested a refund for an unauthorized transaction
• you undergo a Change of Control;
• you enter an Insolvency Event;
• we are legally required to do so, including by any relevant governmental authority;
• you have breached these Terms;
• you provide false, misleading or inaccurate information, or we have been unable to verify any information you have provided;
• we believe that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to us or the Payment Processor;
• we believe that your use of the Platform Services is or may be harmful to Nomad or any third party or is or may be unlawful; or
• the Payment Processor, or other service provider necessary to provide the Platform Services, requires us to terminate the Agreement.

3. Notice.  If we exercise our right of suspension, we will provide notice of suspension to where possible and the reasons for such suspension, either before the suspension is put in place, or immediately after, unless it would compromise Nomad’s reasonable security measures or otherwise be unlawful.
4. Survival. Upon termination of this Agreement for any reason, the following sections of this Agreement: (i) provisions that by their nature are intended to survive termination; (ii) any payment obligations under this Agreement; and (iii) any provisions that allocate risk or limit or exclude a party’s liability (including without limitation: Section 7 (Service Fees); Section 14 (Confidentiality); Section 16(b) (Data Breach); Section 20 (Disclaimer of Warranty); Section 21 (Limitation of Liability); Section 22 (Indemnification); Section 25 (Disputes, Choice of Law, Jurisdiction); Section 26 (Legal Orders); and Section 35 (General Provisions).

13. Confidentiality

You may have access to or we may disclose to you Confidential Information belonging to us. You agree to keep such Confidential Information confidential and that you only use such Confidential Information solely for the specific purposes for which it was disclosed by us to you or as expressly permitted by us. You further agree that you:(a) will not disclose any of our Confidential Information to any third party except as required: (i) by Law or any authority of competent jurisdiction; (ii) to your attorneys, accountants and other advisors as reasonably necessary and who are advised of the confidential nature of such Confidential Information; or (iii) for the purposes of defending yourself in relation to actual or threatened proceedings, provided that in respect of (i) and (iii) above, you will give us reasonable notice in advance of such required disclosure, together with such details as we may request (where notice to us is permissible under applicable Law); and that you will take reasonable precautions to protect the confidentiality of such information, at least as stringent as those taken to protect your own Confidential Information. You will remain liable for any disclosure of Confidential Information by your agents, representatives and employees as if you had made such disclosure.

14. Privacy and Data Protection
    
    1. Nomad Privacy Practices. We are committed to protecting your privacy. Please review our Data Protection and Privacy Policy to learn more about how we safeguard, share and use Customer Personal Data.. Any personal information collected about Customers will be processed in accordance with our Data Protection and Privacy Policy and this Agreement. 
    2. Your Privacy Practices. You must provide all required notices and disclosures and obtain all necessary rights and consents from such Customer that allows Nomad to lawfully collect, access, use, retain and disclose such Personal Data in the manner set forth in the Agreement and as outlined in our Data Protection and Privacy Policy. You must at all times maintain a Privacy Policy that complies with applicable Laws.
    3. Cooperation. Upon request by us, you must reasonably cooperate and provide assistance to ensure Nomad is compliant with all obligations imposed by any Data Protection Legislation and any applicable Law, including without limitation: (i) dealing with and responding to any communications from Data Subjects; (ii) dealing with, mitigating and responding to any breach of Personal Data; and (iii) with respect to security, impact assessments and consultations with supervisory authorities or Regulatory Authorities.
15. Data Security

Security Controls. Security Safeguards. Each Party shall establish and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of all data in its possession or under its control. Furthermore, each Party shall protect against unauthorized access, accidental loss, and unauthorized modification or use of such information or associated records that could result in substantial harm or inconvenience to either Party. Your remain solely responsible for implementing security controls that are appropriate for your business operations.

1. Data Transfers. You must ensure that any Personal Data that is transferred to us is transmitted by a method and means that is secure and compliant with the terms of this Agreement and all Data Protection Legislation.
2. Data Breach. If you become aware of or suspect any unauthorized access, disclosure or loss of Personal Data on your systems, you must notify us in writing no later than twenty-four (24) hours after becoming aware of the event, in accordance with our Data Protection and Privacy Policy.

16. Intellectual Property
    
    1. Intellectual Property Ownership. As between the parties, Nomad owns all Intellectual Property Rights in and to the Fluxo Platform, the Documentation and the Nomad Technology. This Agreement does not transfer from Nomad to you any ownership rights in the Fluxo Platform, the Documentation and the Nomad Technology.
    2. License Grant by Us. Subject to the terms of this Agreement, Nomad grants you a limited, revocable, non-transferable, non-sublicensable, royalty-free and non-exclusive license to access and use the Documentation and Fluxo Platform provided that such access and use is: (i) solely for the purpose of utilizing the Platform Services; (ii) only to extent necessary to use the Platform Services and (iii) in compliance with this Agreement and the Terms.
    3. License Restrictions. With respect to any licenses granted to you by Nomad and/or its Affiliates, you shall not, except to the extent allowed by Law or otherwise provided for in this Agreement, attempt to: (i) use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, or otherwise commercially exploit, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of the Platform Services including the Documentation, or Fluxo Technology; or (ii) reverse compile, disassemble, reverse engineer, attempt to extract the source code, or otherwise reduce to human perceivable form all or any part of the Platform Services or Fluxo Technology.
    4. Reservation of Rights. Nothing in this Agreement assigns or transfers ownership of any Intellectual Property Rights to the other party. All rights (including Intellectual Property Rights) not expressly granted hereunder are hereby reserved.
17. Marks Usage
    
    1. Nomad Marks. All Nomad Marks owned or used by Nomad in the course of its business are the property of Nomad or its Affiliates. Nomad reserves all Intellectual Property Rights in relation to the use of the Nomad Marks. Unless otherwise provided for in the Terms, you may not use the Nomad Marks without the prior written consent of Nomad. If Nomad grants you permission to use Nomad Marks, you must comply with any usage terms and guidelines provided by us.
    2. Goodwill. All goodwill generated from the use of Marks by either party, will inure to the sole benefit of the Marks owner.
18. Warranties and Representations
    
    1. Customer Warranties. You represent, warrant and covenant that as of the Effective Date and at on an ongoing basis during the Term:
       
       1. you are established as a business (which may be a sole proprietor) or a non-profit organization located in an approved jurisdiction and are eligible to use the Platform Services;
       2. your company is duly incorporated under the laws of its place of its formation;
       3. you have the right, power and authority to enter into and perform its obligations under this Agreement;the information you provide to Nomad about yourself, your business and your accounts maintained at other financial institutions is true, accurate and complete;
       4. all transactions initiated by you using the Platform Services will comply with all federal, state and local laws, regulations and rules;
       5. you will not use the Platform Services to conduct transactions for personal, household or family purposes or for peer-to-peer money transmission;
       6. your use of the Platform Services does not violate or infringe upon any third-party rights, including Intellectual Property Rights;
       7. you have obtained and will comply with all necessary rights, consents, registrations, licenses, permits and approvals for the operation of your business and to allow you to access and use the Platform Services in compliance with this Agreement and Law;
       8. you will comply with all applicable Laws with the respect to the operation of your business and with the performance of your obligations under the Terms;
       9. your entry into and performance under this Agreement does not conflict with or result in the breach of any applicable Laws or other restrictions or obligations that your business is subject to;
       10. you will not use the Platform Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Platform Services;
       11. your employees, contractors and agents will act consistently with this Agreement;
       12. you do not use the Platform Services to conduct a Prohibited Business or transact with any Prohibited Business;
       13. your use of the Platform Services complies with and will continue to comply with all Documentation;
       14. your use of any Payment Processing will not violate or breach any terms of the Payment Processor Terms; and
       15. you will not use the Platform Services in any manner that will damage the Nomad brand or the brand of the Payment Processor.
    2. Additional Warranties. Additional representations and warranties that apply to a specific Service may be included in the Supplemental Terms.
19. DISCLAIMER

THE PLATFORM SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE PLATFORM SERVICES IS AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE PLATFORM SERVICES OR FROM: (I) NOMAD; (II) A PAYMENT PROCESSOR; OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY.  

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE PLATFORM SERVICES IS ACCURATE, RELIABLE OR CORRECT; (II) THE PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE PLATFORM SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) THE PLATFORM SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR, (VI) THE PLATFORM SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

20. Limitation of Liability
    
    1. No Indirect Damages. To the maximum extent permitted by law, in no event will a Disclaiming Entity be liable to you or your Affiliates in relation to the Platform Services or this Agreement during the Term or after the Term for any incidental, indirect, punitive, special, exemplary or consequential damages (including without limitation loss of data or loss of business, lost profits, loss of goodwill, computer damage or system failure or the cost of substitute products or for any damages for personal or bodily injury resulting from your use of our Platform Services or delay or inability to use our Platform Services), even if such damages are foreseeable by the Disclaiming Entity, and whether or not you or the Disclaiming Entity have been advised of the possibility of such damages.
    2. Maximum Liability. To the maximum extent permitted by law, the Disclaiming Entities will not be liable to you or your Affiliates for any Losses that exceed the total amount of Service Fees paid to such Disclaiming Entity  by you during the one-year period immediately preceding the event giving rise to liability.
    3. Applicability. The limitations on our liability set forth in this Section 21 will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. 
21. Indemnification
    
    1. Defense of Claims. You agree to defend and hold harmless Nomad Indemnitees against any third party Claim made against any of the Nomad Indemnitees to the extent arising out of or relating to: (A) your breach of the representations, warranties and obligations under this Agreement; (B) your failure to comply with Laws; (C) your use of the Platform Services; (D) your use of personal information; (E) an allegation that permitted use of any of the Marks you license to Nomad or the Customer Materials infringes Intellectual Property Rights of a third party; (F) your negligence, willful misconduct or fraud; or (G) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of any Payment Processor.
    2. Indemnification of Losses. You will indemnify the Nomad Indemnitees against all Nomad Losses arising out of or relating to any Claims described in Clause 15(b)(i). You further agree to indemnify Nomad for any Losses related to or arising out of: (A) Nomad acting on any of your or your Authorized Users’ instructions or which Nomad reasonably believe to have been made by you or an Authorized User.
22. Disputes, Choice of Law, Jurisdiction, Venue and Miscellaneous 

You agree that any disputes arising out of or relating to this Agreement or the Platform Services shall be resolved in accordance with this Section 23.

This Agreement is governed by the laws of New York, without regard to any conflict of law provisions. The exclusive venue for any actions or claims arising under or related to this Agreement shall be a court of competent jurisdiction in New York.

Nomad may, or may direct the Payment Processor to respond to and comply with any subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. The Payment Processor may deliver or hold any funds or any data as required under such Legal Process. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. 

23. Electronic Notices and Disclosure

We may provide you with notices electronically, in accordance with this Agreement, through your Fluxo account and the email you provided. Notices affecting the content of this Agreement will be sent to you and will be deemed received at the time they are sent. Notices may include alerts about the Platform Services and your accounts. You may disable notification preferences to limit the use of certain features of the Platform Services or to reduce financial risks to you. You must keep your web browser, computer operating systems, and mobile device regularly updated to receive notices correctly. You will be responsible for all costs imposed by your internet or mobile service providers when sending or receiving notices electronically. Please contact us immediately at [email protected] if you are having trouble receiving our notifications.

24. Electronic Signatures

By selecting the “I agree” box or typing your name as directed on any requisite form, you agree that your electronic signature constitutes your consent to be bound by the terms of this Agreement. You further acknowledge that your electronic signature is the legal equivalent of your manual/handwritten signature. You also agree that no certification authority or other third-party verification is necessary to validate your signature and that lack of such certification will not in any way affect the enforceability of your signature or any resulting agreement between you and Nomad.

25. Legal Orders

We may be required to respond to and comply with valid legal orders affecting you, including but not limited to, writs of attachment, liens, subpoenas or other court orders (“Legal Orders”). We will take the necessary actions to ensure strict compliance with such Legal Orders as required by applicable laws and regulations. As a result, we may, without prior notice where prohibited by Law or by the legal order, take certain actions such as holding payments, releasing your funds, or disclosing data or information about you or your transactions to government agencies or other enforcement authorities. Unless expressly prohibited by Law, we will make reasonable efforts to notify you of any such action. You acknowledge and agree that we do not have any obligation to contest or appeal any Legal Orders involving you. We are not liable for any losses, whether direct or indirect, that you may incur in relation to our response or compliance with a Legal Orders or compliance with applicable Laws.

26. Export Compliance

The Platform Services, Fluxo Technology, Fluxo Platform and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that: (i) you will comply with all applicable Sanctions; (ii) neither you nor any of your personnel or Representatives is a Restricted Person; (iii) you are not located in or organized under the laws of any Restricted Jurisdiction; (iv) you will not use the Platform Services in connection with a transaction or dealing, direct or indirect, with or involving a Restricted Person or Restricted Jurisdiction; (v) you will not permit any Restricted Person or individual or entity residing in or organized under a Restricted Jurisdiction to access the Fluxo Platform or Platform Services; and (vi) you are not owned 50% or more, or controlled by individuals or entities that are located in or organized under the laws of any Restricted Jurisdiction, or any of which are a Restricted Person.

27. Anti-Bribery

Each party agrees to comply with all applicable Laws relating to bribery and corruption including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, the Crimes Act 1914 (Cth) and Criminal Code Act 1995, Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977), the Dutch Criminal Code (Wetboek van Strafrecht), the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention of Corruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002 of Singapore and any laws and rules based on the OECD treaty (“ABC Legislation”). Each party further agrees to:(i) not do or omit to do anything likely to cause the other party hereto to be in breach of any such ABC Legislation; and (ii) not give or receive any bribes, including in relation to any public official.

Each Party, for itself and for its directors, officers, employees and agents, as well as its partners who may act on its behalf, undertakes to conduct its business practices, during the performance of this Agreement, in an ethical manner and in compliance with the applicable legal precepts. In the performance of this Agreement, neither Party, nor any of its directors, employees, agents or partners acting on its behalf, shall give, offer, pay, promise to pay, or authorize the payment of, directly or indirectly, any money or anything of value to any government official, consultants, representatives, partners, or any third party, for the purpose of influencing any act or decision of the official or the government, or to secure any undue advantage, or direct business to, any person, and which violates the Anti-Corruption Rules ("Prohibited Payment"). A Prohibited Payment does not cover payment of reasonable and bona fide expenses, such as, for example, travel and accommodation expenses, which are directly related to the promotion, explanation, demonstration or products or services, or the performance of a contract with a government or its agencies, provided that the payment is permitted by applicable law.

28. Modification of Agreement

We may modify this Agreement at any time by posting a revised version on our website or by otherwise communicating such amendments to you. Any modification to this Agreement will become effective upon posting or notice to you. You will be deemed to have accepted the modification if you continue to use the Platform Services after the amended Agreement has been posted. We may, at any time and without liability, modify or discontinue all or part of the Platform Services.

29. Force Majeure

Neither party will be responsible for any failure to fulfill any obligation for so long as, and to the extent to which the fulfillment of such obligation is impeded by a Force Majeure Event. The Party subject to the Force Majeure Event will: (i) promptly notify the other party of any circumstances which may result in failure to perform its obligations; and (ii) use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations. This Section 30 does not limit or otherwise affect your obligation to pay any Service Fees or other charges or amounts payable to us under this Agreement. Nomad nor its Affiliates will be liable for any losses, damages, or costs you suffer to the extent that such losses are caused by a Force Majeure Event.

30. Assignment

You may not assign any rights or obligations under this Agreement, without our prior written consent. Any attempt to do so will be void and constitute a material breach of this Agreement. Nomad may assign this Agreement without your consent upon reasonable notice to you.

31. Translation of Agreement

Any translation of this Agreement into a language other than English is provided solely for your convenience and is not intended to modify the terms of the Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall control.

32. Updates

From time to time, we may issue updates to the Fluxo Platform in order to facilitate the continued and proper operation of the Platform Services, make improvements or to comply with applicable law. Some updates may require you to take steps to implement them. You agree to implement such updates upon notice by us. In some cases, you may not be able to use the Fluxo Platform until you have implemented the update. 

33. Complaints

If you have a question or complaint about our Platform Services, please contact us at [email protected].

34. General Provisions

This Agreement and all policies and agreements incorporated by reference constitute the entire agreement between you and Nomad for the provision of Platform Services. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of our right to enforce the same right or provision on a future date. If any provision of this Agreement is found to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. 

Glossary

Capitalized terms in the Agreement, unless otherwise expressly defined herein, have the following definitions:

“Affiliate” means with respect to either party, any entity or body corporate that directly or indirectly controls, is controlled by or is under common control with that Party.

“Fluxo Data” means data we obtain through your use of the Platform Services, including without limitation any information related to payments or transactions conducted by you or any other end user, and any aggregated or anonymized information generated from Data.

“Nomad Indemnitees” means Nomad, Nomad Affiliates, Payment Processor and the employees, directors, officers, agents and permitted assigns of each.

“Fluxo Profile” means the information profile that records about you, your Representatives and your business details (as applicable) and that is used to log in to and use the Fluxo Platform.

“Fluxo Technology” means all software, hardware, application programming interfaces, user interfaces and other technology that we use to provide and make available the Platform Services.

“Change of Control” means (i) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (ii) a party’s merger with one or more third parties; (iii) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (iv) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.

“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.

“Customer” means you, your Representatives, Authorized User, beneficial owners, principals and other individuals associated with your Fluxo Profile.

“Customer Data” means information about Customer that Nomad collects in order to: (i) assess your business and financial condition; (ii) determine your risk of loss and credit exposure; (iii) evaluate your ability to comply with obligations under this Agreement; (iv) comply with Law and Regulatory Authorities; (v) satisfy any Payment Processor requirements. Customer Data may include Personal Data.

“Data Protection Legislation” means all Laws that apply to the processing of Personal Data, including international, federal, state and local Laws relating to privacy, data protection or data security.

“Data Subject” shall have the meaning ascribed to it in any Data Protection Legislation.

“Documentation” means all technical information, system architecture documents, design documents, sample code and any related usage guides and policies available on the Fluxo Platform.

“Force Majeure Event” means any event outside the reasonable control of the performing party that materially affects its ability to perform its obligations under this Agreement, including an act of God, fire, earthquake, war, revolution, act of terrorism, strikes, lock- outs, labor troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that party); interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; the imposition of a sanction, embargo or breaking off of diplomatic relations.

“Insolvency Event” means with respect to any person or entity, such person or entity (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign governmental body or Regulatory Authority or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Marks” means a trademark, service mark, trade name, domain name, logo, design mark or stylized script.

“Personal Data” means personally identifiable information ascribed to it in any relevant Data Protection Legislation.

“Prohibited Business” means any category of business or commercial practice for which Platform Services may not be used, including, but not limited to, money laundering, terrorist financing, fraud, tax evasion, or other illegal activity.

“Regulatory Authority” means a regulator or governmental agency with jurisdiction over Nomad, you or the Platform Services (as applicable).

“Restricted Jurisdiction” means, at any time, a country or territory that is itself the target of comprehensive Sanctions.

“Restricted Person” means a person who is the target of Sanctions, including: (i) any person listed on any Sanctions List; (ii) any person operating, located in, or incorporated under the laws of a Restricted Jurisdiction; (iii) the government of a Restricted Jurisdiction or the government of Venezuela; or (iv) any person 50% or more owned or controlled by any such person or persons or acting for or on behalf of such person or persons.

“Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any jurisdiction in which Nomad or its Affiliates operates or the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”).

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list issued by OFAC, or any similar Sanctions-related list of designated persons issued or maintained by any of the Sanctions authorities in jurisdictions in which Nomad or its affiliates operate.

“Website” means the user interface that you and your Authorized Users may use to access the Fluxo Platform.

[version: Junho/2026]

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