These Terms of Service (“Agreement”) govern your access to and use of Fluxo Contracts, a smart contract escrow and milestone-triggered settlement service (“Service”) operated by Fluxo Platform LLC d/b/a Fluxo Trade, a Florida limited liability company (“Fluxo Trade,” “we,” “us,” or “our”). By creating an account or using the Service, you agree to be bound by this Agreement. If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
1.1 Fluxo Contracts provides infrastructure for parties to international trade transactions (“Buyers” and “Sellers,” collectively “Parties”) to establish smart contract escrow arrangements, deposit stablecoin funds, and trigger milestone-based settlement on the Polygon blockchain network.
1.2 Fluxo Trade is a technology infrastructure provider. Fluxo Trade is not a bank, broker-dealer, money services business, payment processor, financial institution, licensed escrow agent, customs broker, freight forwarder, or trade attorney. The Service facilitates the deployment and execution of self-executing smart contracts between Parties and does not constitute the provision of financial, legal, or escrow services as those terms are defined under applicable law.
1.3 Smart contracts deployed through the Service execute automatically upon satisfaction of defined conditions. Fluxo Trade does not exercise discretion over, approve, or control individual contract executions once a contract has been deployed and funded. Execution is governed by the contract code and the conditions confirmed by the Parties.
1.4 Nothing in the Service constitutes legal advice, financial advice, investment advice, or a recommendation to enter into any transaction.
2.1 Legal Capacity. You represent and warrant that you have legal capacity to enter into binding contracts under the law of your jurisdiction and that your use of the Service is lawful in your jurisdiction.
2.2 Sanctions Compliance. You represent and warrant that you are not: (a) a person or entity designated on any sanctions list maintained by the U.S. Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or any other applicable sanctions authority; (b) located in, organized under, or ordinarily resident in a jurisdiction subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions); or (c) acting on behalf of any of the foregoing. Fluxo Trade reserves the right to refuse service or freeze access if it determines or suspects a sanctions violation.
2.3 AML/KYC. Fluxo Trade may require identity verification or anti-money laundering screening as a condition of access to certain features or transaction thresholds. You agree to provide accurate information in connection with any such requirements.
3.1 Code as Contract. When Parties confirm transaction terms and a smart contract is deployed through the Service, the deployed contract code governs execution. The smart contract is the operative agreement between Buyer and Seller with respect to the custody and release of escrowed funds.
3.2 Irreversibility. Blockchain transactions are irreversible once confirmed. Fund deposits, releases, and refunds executed by a smart contract cannot be reversed by Fluxo Trade after on-chain confirmation. You acknowledge this irreversibility and accept the associated risk.
3.3 Oracle Dependency. Certain contract triggers — including milestone confirmation, carrier delivery verification, and inspector sign-off — rely on data inputs from external oracle services or third-party data providers. Fluxo Trade does not warrant the accuracy, timeliness, or availability of oracle data. Where a carrier tracking API (including but not limited to DHL, FedEx, or UPS) is used as a milestone oracle, the carrier’s delivery timestamp as returned by the API constitutes conclusive evidence of delivery timing for all platform purposes. Parties expressly waive the right to contest the carrier’s delivery record as returned by the API. Fluxo Trade is not liable for losses caused by oracle failures, data feed interruptions, or third-party data errors.
3.4 Network Risk. The Service operates on the Polygon blockchain network. Fluxo Trade has no control over the Polygon network and is not liable for network congestion, forks, downtime, gas price volatility, or any other condition affecting blockchain network operation.
3.5 Wallet Security. You are solely responsible for the security of your cryptocurrency wallet, private keys, and seed phrases. Fluxo Trade has no ability to recover lost private keys or reverse transactions made from a compromised wallet.
3.6 Stablecoin Risk. The Service currently utilizes USDT (Tether) stablecoin. Fluxo Trade does not issue, redeem, or guarantee USDT. USDT is not a deposit or investment product and is not insured by any government entity. Fluxo Trade is not liable for any loss of value, depegging event, or issuer insolvency affecting USDT.
3.7 Smart Contract Risk. Despite reasonable efforts to audit and test contract code, smart contracts may contain bugs or behave unexpectedly in edge cases. Fluxo Trade does not warrant the contract code to be error-free.
4.1 Party Agreement. Each transaction is governed by terms agreed between Buyer and Seller. Fluxo Trade provides the infrastructure for Parties to define and execute these terms but is not a party to the underlying commercial transaction.
4.2 Buyer Obligations. Buyer is responsible for depositing the agreed USDT amount into escrow within the time period specified in the contract terms.
4.3 Seller Obligations. Seller is responsible for fulfilling the commercial obligations that constitute the milestone conditions for fund release.
4.4 No Guarantee of Counterparty Performance. Fluxo Trade does not guarantee, warrant, or represent the performance, creditworthiness, identity, or reliability of any Buyer or Seller using the Service.
5.1 Certain service tiers include inspection services performed by third-party inspectors operating through the Fluxo Network. Inspectors are independent contractors and are not employees or agents of Fluxo Trade.
5.2 Fluxo Trade does not independently verify inspector reports and is not liable for inspector errors, fraud, or negligence, subject to the dispute resolution process in Section 7.
5.3 Fluxo Trade retains a portion of the inspection fee as a platform fee. This does not create an agency relationship or impose liability on Fluxo Trade for inspector conduct.
6.1 Transaction Fee. Fluxo Trade charges a platform fee on each completed transaction as disclosed in the current fee schedule at fluxotrade.co/fees. Fees are deducted automatically at settlement.
6.2 Float. Escrowed funds held pending milestone completion may be deployed by Fluxo Trade into on-chain yield instruments. Float earnings constitute Fluxo Trade revenue and are not credited to Buyers or Sellers unless expressly agreed in the transaction terms.
6.3 Fee Changes. Fluxo Trade may update its fee schedule with fourteen (14) days’ prior notice. Fee changes do not apply to contracts already deployed and funded.
7.1 Level 0 — Auto-Hold (no cost). If a smart contract detects a failed condition, escrowed funds freeze automatically. Parties have forty-eight (48) hours to resolve the dispute directly at no cost. Fluxo Trade has no role at this level.
7.2 Level 1 — AI Review. Either party may submit a request for AI-assisted review at the fee disclosed in the current fee schedule. AI Review produces a non-binding informational recommendation only. It does not constitute an adjudication, binding determination, or legal decision. Fluxo Trade expressly disclaims all liability for its accuracy, completeness, or application.
(a) Access. Either party may escalate to Human Review by paying the applicable fee. Fluxo Trade will assign a human reviewer (a trade professional, customs broker, or trade attorney) at Fluxo Trade’s sole and unreviewable discretion.
(b) Evidence Submission Window. Each party must submit all evidence, documents, photographs, and supporting materials within seventy-two (72) hours of the Human Review request being accepted. Evidence submitted after this window will not be considered. Failure to submit within the window is deemed an irrevocable waiver of the right to rely on that evidence for purposes of the determination and for any claim against Fluxo Trade arising from the determination.
(c) Binding Escrow Determination. The Human Reviewer’s determination is final and binding solely with respect to the release, hold, or refund of escrowed funds on the platform. By using the Service and initiating or accepting a transaction, each party irrevocably pre-consents to be bound by the Human Reviewer’s determination for all escrow purposes. No further review, appeal, or reconsideration is available within the platform or through Fluxo Trade.
(d) Scope; Not an Arbitral Award. The Human Review determination governs only the disposition of escrowed funds. It is not a binding legal judgment, arbitral award, or determination of the parties’ commercial rights under the underlying transaction. The parties remain free to pursue their commercial dispute through any legal forum. Nothing in the determination creates estoppel, res judicata, or preclusive effect in any subsequent legal or arbitral proceeding.
(e) Fees; No Fee Shifting. Each party pays the Human Review fee as a condition of service. The fee is non-refundable regardless of outcome. Fluxo Trade does not award, shift, or reallocate review fees between parties.
7.4 Platform as Paid Review Service; Not an Arbitrator. Fluxo Trade provides dispute review as a paid platform feature. Fluxo Trade is not a licensed arbitrator, arbitral institution, neutral third-party adjudicator, or escrow agent as those terms are defined under the Federal Arbitration Act, the UNCITRAL Model Law, or any applicable arbitration or financial services statute. The Human Review service is a proprietary, consensual platform mechanism enabling the disposition of frozen escrowed funds. It is not a legal proceeding and does not create any relationship of trust, fiduciary duty, or agency between Fluxo Trade and either party.
Where a party is located in Brazil, Argentina, Paraguay, Peru, or any other jurisdiction whose mandatory law purports to limit or void contractual liability waivers, that party expressly acknowledges that: (i) this is a commercial transaction between business entities, not a consumer transaction; (ii) the parties have freely negotiated these terms; (iii) this Agreement is governed exclusively by Florida law per Section 11; and (iv) to the fullest extent that any local mandatory law cannot be contractually waived, Fluxo Trade’s liability is limited to the maximum extent such law permits.
7.6 Level 3 — External Formal Arbitration. Disputes between parties regarding their underlying commercial transaction that require a legally enforceable resolution shall be submitted to binding arbitration under Section 11. Fluxo Trade is not a party to Level 3 arbitration. Fluxo Trade’s role is limited to producing transaction records and evidence as directed by the arbitral tribunal or a court of competent jurisdiction.
7.7 Neutral Infrastructure. At no level of the dispute process does Fluxo Trade adjudicate, determine, or resolve the commercial merits of the underlying transaction between parties.
8.1 Fluxo Trade retains records of transactions processed through the Service, including contract parameters, deposit and release records, inspector documentation, carrier tracking data, and dispute records. Transaction records on the Polygon blockchain are public and immutable.
8.2 Platform Intelligence. You grant Fluxo Trade a perpetual, irrevocable, worldwide license to retain, analyze, and use data derived from transactions on the platform — including trade lanes, transaction values, settlement timing, document data, counterparty jurisdictions, carrier tracking data, and performance data — for providing and improving the Service, building Fluxo Trade’s internal trade intelligence and risk models, and related internal business purposes.
8.3 Fluxo Trade does not sell identifiable transaction data to unaffiliated third parties.
Fluxo Trade retains all right, title, and interest in the Service, smart contract templates, platform logic, AI models, and all trade intelligence derived from platform data. You retain ownership of the commercial documents and data you submit.
11.1 Governing Law. This Agreement is governed exclusively by the laws of the State of Florida, without regard to its conflict of laws principles, and without regard to any mandatory law of any other jurisdiction that would apply absent this choice of law. Any litigation not subject to arbitration shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party irrevocably consents to the personal jurisdiction of such courts.
11.2 Arbitration. Any dispute between you and Fluxo Trade arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Miami-Dade County, Florida (or remotely by mutual agreement).
11.3 Class Action Waiver. You waive any right to participate in a class action, class arbitration, or representative proceeding with respect to any claim against Fluxo Trade.
11.4 Exceptions. Either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.
You agree not to use the Service to: (a) structure transactions to evade sanctions, AML requirements, or applicable trade controls; (b) process transactions involving sanctioned persons, entities, or jurisdictions; (c) submit fraudulent, forged, or fabricated documents as milestone conditions; (d) facilitate smuggling, customs fraud, or import/export violations; (e) manipulate oracle inputs, carrier tracking data, or inspector reporting; (f) attempt to exploit smart contract vulnerabilities; or (g) interfere with the Service or its underlying infrastructure. Violations result in immediate termination and may be referred to applicable authorities.
Fluxo Trade may suspend or terminate your access at any time with or without cause. Termination does not affect contracts already deployed and funded, which continue to execute per their terms. Fluxo Trade’s rights to data under Section 8.2 survive termination.
Fluxo Trade may modify this Agreement at any time. Material changes will be notified by email at least fourteen (14) days before taking effect. Continued use after the effective date constitutes acceptance. Changes do not apply retroactively to contracts already deployed and funded.
15.1 Entire Agreement. This Agreement, together with any applicable fee schedule, constitutes the entire agreement between the parties regarding the Service.
15.2 Severability. Invalid or unenforceable provisions will be modified to the minimum extent necessary; remaining provisions continue in full force.
15.3 No Waiver. Failure to enforce any provision does not waive the right to enforce it in the future.
15.4 Assignment. You may not assign this Agreement without Fluxo Trade’s prior written consent. Fluxo Trade may assign in connection with a merger, acquisition, or asset sale.
15.5 Relationship. Nothing in this Agreement creates a partnership, joint venture, agency, trust, or fiduciary relationship between Fluxo Trade and any user, or between Buyers and Sellers.
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Fluxo Platform LLC d/b/a Fluxo Trade · fluxotrade.co