Terms of Service

1. Who we are

The Fluvius platform and the website at fluvius.cash (together, the “Services”) are provided by ebizmarts Corp, a Florida corporation with a principal place of business at 20900 NE 30th Avenue, Suite 200, Aventura, Florida 33180, United States (“Fluvius,” “we,” “us,” “our”).

2. Acceptance

By accessing or using the Services, you agree to be bound by these Terms of Service (“Terms”). If you do not agree, do not access or use the Services. If you are accepting these Terms on behalf of a business entity, you represent that you have authority to bind that entity, and “you” refers to both you and that entity.

3. Relationship to a Master Services Agreement

If you and Fluvius have signed a separate Master Services Agreement, order form, or other written contract governing your use of the Fluvius platform (together, an “MSA”), that MSA governs your paid use of the platform and controls over any conflicting provision of these Terms. These Terms continue to govern your use of fluvius.cash, self-serve sign-ups, free-tier access, and any other use not covered by an MSA.

4. Eligibility

The Services are intended for business use only. You represent that you are at least eighteen (18) years old, that you are using the Services on behalf of a business entity, and that you are legally authorized to bind that entity to these Terms. Fluvius may refuse service to any person or business at its discretion.

5. Accounts and security

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify Fluvius immediately at info@fluvius.cash of any unauthorized access or security breach. Fluvius is not liable for losses caused by compromised credentials that you failed to protect.

6. Acceptable use

You agree not to, and not to permit any third party to:

• Use the Services for any unlawful purpose, to facilitate any unlawful transaction, or to process payments to or from any person or entity subject to sanctions, export controls, or anti-money-laundering restrictions.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent such restriction is prohibited by applicable law.
• Scrape, crawl, or harvest data from the Services through any automated means without our prior written consent.
• Use the Services to build a competing product or service, or to benchmark or test the Services for a competitive purpose.
• Share your account credentials or permit any other person to access the Services under your account.
• Interfere with or disrupt the Services, circumvent any access or usage controls, or introduce malware, exploits, or vulnerabilities.
• Misrepresent your identity, your business, or your authority to bind a counterparty.

We may suspend or terminate your access for any actual or reasonably-suspected violation of this section, with or without prior notice.

7. Fees

The Services covered by these Terms are currently provided free of charge. We may introduce fees for some or all of the Services in the future. If we do, we will give you reasonable advance notice by email or through the product, and paid use will be governed by the fee schedule and any MSA you have entered into with us.

8. Intellectual property

Fluvius and its licensors own all right, title, and interest in and to the Services, including all software, designs, trademarks, logos, and content, and all related intellectual property rights. Subject to your compliance with these Terms, Fluvius grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. No other rights are granted, whether by implication, estoppel, or otherwise.

If you submit feedback, suggestions, or ideas about the Services (“Feedback”), you grant Fluvius a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use the Feedback for any purpose without restriction or obligation to you.

9. Your content

You retain ownership of all data and content you submit to the Services (“Your Content”). You grant Fluvius a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Your Content solely as necessary to provide and improve the Services, enforce these Terms, and comply with law. You represent and warrant that you have all rights and permissions necessary to submit Your Content to the Services and that Your Content does not infringe the rights of any third party.

10. Third-party services

The Services integrate with or rely on third-party services, including Stripe for payments and for the Fluvius App for Stripe. Your use of any third-party service is governed by that provider’s own terms and privacy policy. Fluvius is not responsible for the acts or omissions of third-party providers.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLUVIUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

FLUVIUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND DOES NOT OFFER ANY SERVICE-LEVEL COMMITMENT UNDER THESE TERMS. FLUVIUS IS NOT A BANK, A LENDER, OR A FACTOR, AND NOTHING IN THE SERVICES CONSTITUTES LEGAL, TAX, ACCOUNTING, OR INVESTMENT ADVICE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLUVIUS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF FLUVIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FLUVIUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) AND (B) THE AMOUNTS YOU PAID TO FLUVIUS UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, AND IN THOSE JURISDICTIONS THE LIMITATIONS ABOVE APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Indemnification

You will defend, indemnify, and hold harmless Fluvius and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services, (b) Your Content, (c) your breach of these Terms, (d) your violation of any applicable law, or (e) your violation of the rights of any third party.

14. Term and termination

These Terms apply for as long as you access or use the Services. You may stop using the Services at any time. Fluvius may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including any violation of these Terms. Sections that by their nature should survive termination will survive, including Sections 8, 9, 11, 12, 13, 15, 16, and 17.

15. Binding arbitration and class-action waiver

Please read this section carefully.You and Fluvius agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a “Dispute”) through final and binding arbitration, except as set out below.

The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by a single arbitrator, seated in Miami, Florida, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. YOU AND FLUVIUS AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS BROUGHT BY OR AGAINST MULTIPLE PERSONS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

Small-claims carve-out. Either party may bring a Dispute that qualifies in small-claims court, so long as the Dispute is brought only in an individual capacity. Either party may also seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property, breach of confidentiality, or other irreparable harm.

Opt-out. You may opt out of this arbitration agreement by sending a written notice to info@fluvius.cash within thirty (30) days of first accepting these Terms, stating clearly that you do not wish to be bound by the arbitration agreement. Opting out does not affect any other provision of these Terms.

16. Governing law and venue

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules. For any Dispute not subject to arbitration under Section 15, the exclusive venue will be the state and federal courts located in Miami-Dade County, Florida, and each party consents to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will revise the effective date at the top of this page and provide reasonable notice by email or through the product. Your continued use of the Services after an update constitutes acceptance of the revised Terms.

18. Miscellaneous

• Entire agreement. These Terms, together with any MSA or order form signed between you and Fluvius and any policies referenced herein (including the Privacy Policy), constitute the entire agreement between you and Fluvius with respect to the Services.
• Assignment. You may not assign these Terms without our prior written consent. Fluvius may assign these Terms, in whole or in part, without notice in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.
• Relationship. You and Fluvius are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Force majeure. Fluvius is not liable for any delay or failure to perform caused by events outside its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, outages of third-party services, or changes in law or regulation.
• Notices. Legal notices to Fluvius must be sent to the address in Section 19 with a copy by email to info@fluvius.cash. We may give you notice by email to the address associated with your account or by posting on the Services.

19. Contact