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Terms of Service.

Last Modified: October 19, 2021

Novi Financial, Inc. (also referred to herein as “Novi,” “we,” “us,” or “our,” as applicable) is a corporation organized under the laws of Delaware, U.S.A., with the mission of making money work better. These Terms of Service, including the Policies (defined below) incorporated herein by reference, (collectively, this “Agreement”) is a contract between Novi and you and will govern your access and use of the Services (defined below) offered through Novi’s mobile application (the “Application”) or through a third-party integration that provides you access to the Application. The Services may only be used or accessed for personal use by natural persons who reside in those jurisdictions listed on the “Licenses” page located on our website and are eligible to use the Services (collectively, "Users”). Novi is a Facebook, Inc. (“Facebook”) company.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION, WHICH STATES THAT UNLESS YOU OPT OUT, YOU AGREE TO RESOLVE ALL CLAIMS (defined below) THROUGH BINDING INDIVIDUAL ARBITRATION. THIS MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE CLAIMS DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. If you are located in the United States, you may opt out of the arbitration provision by notifying us within 30 calendar days of the later of: (i) the date that you first accepted this Agreement; and (ii) the date you became subject to this arbitration provision. Please read the Opt-Out Procedure under the “Dispute Resolution” section below to learn more.

1. Introduction

The Novi services, including the Application, software, programs, features, the services described below, including creating a Novi account ("Account") and accessing Digital Currency (collectively, the “Services”), are governed by this Agreement. Please see Section 16 for definitions of certain capitalized terms used throughout the Agreement.

The Novi Services will begin with a pilot program, with a maximum of 200,000 active users. For the transaction size and balance limitations that apply during this pilot program, please see the Pilot Program Transaction and Account Balance Limits Addendum below.

2. Policies Incorporated by Reference

By agreeing to this Agreement, you also agree to be bound by all policies referenced and incorporated by reference herein, including, but not limited to the following Novi Policies (collectively, the “Policies,” individually “Policy”):

Please carefully read each Policy. All references to the Agreement hereinafter will mean the Agreement and the Policies, taken together, unless expressly stated otherwise.

Revised Agreement. We are constantly improving the Services, and periodically we will need to revise or amend this Agreement. Accordingly, we reserve the right to amend this Agreement at any time for any reason without notice to you. The revised version will be effective at the time we publish it on our website or within the Application with the “Last Modified” date provided at the top of this Agreement. Continuing to use the Services will constitute your acceptance of this Agreement, as revised. If you do not agree to the revised Agreement, your only remedy will be to stop using the Services.

3. Digital Currency Disclosures

Account not FDIC Insured. Your Account does not hold fiat currency; it only holds Digital Currency. You understand that Novi is not a bank and that your Account is not a demand deposit account (checking) or savings account. Accordingly, YOUR ACCOUNT IS NOT SUBJECT TO PROTECTIONS OR INSURANCE PROVIDED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

No Investment or Financial Advice. Digital Currency is not legal tender and its value on an open marketplace or on other platforms, and your ability to use, transfer, or redeem it may be negatively impacted by factors outside of Novi’s control. Therefore, you should carefully consider whether purchasing and using Digital Currency is appropriate for you. Novi is not acting, and cannot act, as your adviser as to any financial, legal, investment, insurance, or tax matters. Any information provided by Novi is for general information purposes only and is not, and should not be, considered or construed as investment, financial, or tax advice. Novi is not registered with the U.S. Securities and Exchange Commission in any capacity.

User Redemption Right. You are entitled to redeem each Digital Currency for one U.S. dollar (“USD”) with Novi. You may exercise this redemption right by selling your Digital Currency to Novi through the Application. Your redemption right represents a contractual claim only against Novi. In the unlikely event that Novi becomes insolvent or enters bankruptcy, you may not be able to exercise this redemption right with Novi or it may be delayed, which may result in losses.

Title and Ownership. Your Account will give you access to buy, sell, transfer, and manage your Digital Currency. The Digital Currency is held by Novi on a blockchain in one or more blockchain addresses (each, a “Wallet”). Custody of your Digital Currency will be performed by the Coinbase Custody Trust Company LLC or other authorized and licensed provider of custody and exchange traded services that we may identify from time to time. Novi controls the Wallet that holds your Digital Currency. As such, you do not directly hold the Digital Currency in Novi’s Wallet, and you do not have direct access to a Wallet’s electronic private keys. Notwithstanding, you own all beneficial interest in the Digital Currency in your Account. Your Novi Account does not currently allow you to transfer Digital Currency to External Wallets (defined below), therefore you may not be able to exercise your full rights and benefits provided to you, as a holder, by the issuer of the Digital Currency.

Novi will not lend, pledge, hypothecate, or otherwise encumber your Digital Currency except as required by Applicable Law, this Agreement, or a facially valid court order. You agree and represent that you will not encumber or otherwise grant a security interest to a third party in any Digital Currency held in your Account. While it is Novi’s intent that all Digital Currency held by us for your benefit be treated as your property and not Novi’s property, in the unlikely event of a Novi bankruptcy, it cannot be guaranteed that Digital Currency held by Novi for the benefit of its Users would not be treated as Novi’s own property and Users would not be treated as unsecured creditors of Novi.

Custody. To more securely custody Digital Currency, we may use one or more shared, commingled Wallets to hold Digital Currency on your behalf and on our own behalf. We undertake no obligation to segregate your Digital Currency from Digital Currency owned by other Users or by Novi. You understand and agree we may also delegate a third-party custodian to secure the private keys that provide Novi control over the Wallets.

Purchaser Representations and Warranties. You represent that you are transacting in Digital Currency for personal use and without any expectation of profit from holding or reselling Digital Currency. You understand that Digital Currency does not pay interest or dividends or offer any possibility of investment returns, profits, or distributions or any other type of yield (with all of such items collectively referred to herein as “Yield”). You also represent that you are not entitled to any rights whatsoever with respect to any type of Yield paid or otherwise accrued with respect to the Digital Currency and will not be treated as the owner of any Yield for any purpose. In the event, contrary to the parties' expectations, that you were treated as entitled to any Yield for any purpose under Applicable Law, you represent and warrant that you hereby currently disclaim and otherwise waive any current or future such entitlement so that you are never entitled to any Yield, and any such Yield at all times will be owned by Novi.

4. Opening an Account

Accounts and Services Not Offered to Sanctioned Persons or in Restricted Jurisdictions. The Services are not offered to, or intended to be used by, any individual or entity that is the subject of economic or trade sanctions administered or enforced by any Governmental Authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the lists maintained by the United Nations Security Council, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the European Union or its Member States, or other applicable Governmental Authority), or any individual or entity that is organized or resident in a country or territory that is the subject of comprehensive country-wide, territory-wide, or regional sanctions, excluding any such comprehensive sanctions that, if complied with, could cause Novi to violate U.S. anti-boycott laws (a “Sanctioned Person”). By opening an Account or using the Services, you represent and warrant that you are not a Sanctioned Person or acting on behalf of a Sanctioned Person. You also represent and warrant that you will comply with all applicable import, re-import, sanctions, antiboycott, export, re-export, and foreign exchange laws and regulations. You further represent that you will not use or attempt to use Novi’s Services (a) at any time that you are located in a country or territory subject to comprehensive country-wide, territory-wide, or region-wide sanctions, or (b) in any manner that is unlawful under economic or trade sanctions. These representations shall remain true during the entire period you have an Account with Novi. If you do not agree or otherwise cannot make these representations, then you may not open an Account or use the Services; even if you accept, this Agreement is null and void.

Eligibility. To be eligible to open an Account, you must be at least 18 years of age, legally capable of entering into this Agreement, and reside in a jurisdiction where the Services are offered. You may only open and have access to one Account. You may not use your Account on behalf of any other person, including a legal entity. You also may not attempt to access the Services in jurisdictions where we do not offer the Services. Please refer to the Licenses page for more information. During the initial launch, additional limitations also apply, as explained in the Pilot Program Transaction and Account Balance Limits Addendum.

Registration. To use the Services, you must register for an Account by providing certain personal information, which may include, but is not limited to, your full name, mobile phone number, date of birth, residential address, and a valid, unexpired government-issued form of photo identification (“ID”). Your registration will not be complete and Novi will not create or grant you access to an Account unless and until Novi has verified your identity.

Identity Verification. We are required by law to request and obtain your ID and other information or documents to confirm and verify your identity. You agree that all information you provide during registration or at any other time will be complete, accurate, up to date, and truthful. Further, you authorize Novi to collect and process data about you as we deem necessary to validate your identity and for anti-fraud, regulatory compliance, integrity, and risk purposes. These inquiries or the collection of information about you may be made directly or through third parties, including Facebook, to allow us to reasonably identify you. You also permit us to keep a record of your information in accordance with Applicable Law and our Privacy Policy. We reserve the right to refuse to approve, close, suspend, or limit your Account if we are unable to verify your identity or if, upon verification, we are prohibited by Applicable Law from allowing you to use the Services.

Authorization; Account Security. You acknowledge and agree that any use of your Account, including all activity that occurs in your Account, will be deemed to be your action and that we may rely upon such action. You remain solely responsible for maintaining adequate security and control of your mobile device, any and all login information, Payment Methods (defined below), passwords, personal identification numbers (PINs), or any other codes that you use to access the Services. You agree not to share or provide access to your Account with any other person. If you do so, you alone will be responsible for any actions taken by such persons, including but not limited to the loss of the Digital Currency in your Account.

5. The Services

Description of the Services. The Services provide you with an Account that allows you to transact in Digital Currency. Subject to availability, you may (i) purchase and hold Digital Currency in your Account; (ii) conduct person-to-person transfers of Digital Currency; (iii) set up recurring Digital Currency transactions; (iv) convert your Digital Currency to local currency and pick up cash; (v) convert your Digital Currency to local currency and transfer to your linked bank account via an automated clearing house (“ACH”) transaction; and (vi) use any additional features we may provide through your use of the Services. If you access the Services through another mobile application, some of the Services may not be available to you, in whole or in part, within that third party application. Please note that Novi does not currently support merchant services, and any transfers conducted to buy or sell goods or services with third parties are at your own risk. Novi is not liable for any unauthorized transactions related to such transfers.

Transaction and Account Balance Limits. From time to time, we may impose limits on the size of transactions you conduct and Account balances you maintain. During the initial launch, the limits set forth in the Pilot Program Transaction and Account Balance Limits Addendum will apply. Although a Digital Currency may support up to six decimal places, your transactions and Account balances will be rounded to the nearest two decimal places.

Purchasing Digital Currency Transactions. You may purchase Digital Currency using a payment card or bank account linked to your Account that is in your exclusive ownership and control (each, a “Payment Method”). We reserve the right, in our sole discretion, to change the type or limit the number of Payment Methods you may use to purchase Digital Currency for your Account without notice to you. Additionally, we cannot guarantee that any particular Payment Method will be available to you at any time. In the event you attempt to purchase Digital Currency for your Account using a Payment Method that is not permitted, or in a manner that is otherwise not in compliance with this Agreement, we reserve the right in our sole discretion to limit, reject, or place a hold on certain Payment Methods, transactions or transfers and/or close your Account. You may link or unlink any Payment Method to or from your Account. We are not responsible for the amounts transferred in the event a transaction associated with a Payment Method is reversed for any reason.

Default Payment Method. Within your Wallet, we may provide you with the option, as available and within our discretion, to select a linked Payment Method as your desired form of payment to purchase Digital Currency (“Default Payment Method”). If you initiate a transaction to purchase Digital Currency, and your Account balance is insufficient to complete the transaction, your Default Payment Method will be automatically selected to perform the transaction without you having to re-enter the applicable debit card or bank account details. The Payment Method used for the specific transaction will be displayed to you prior to completing the transaction. You can review, remove or change your Default Payment Method at any time in the Application settings. Not all linked Payment Methods may be eligible to be selected as your Default Payment Method, and we reserve the right to determine which Payment Methods will be available for selection.

Third-Party Providers. To provide you with certain features as part of the Services, Novi may integrate third-party applications into the Services. Accordingly, your use of certain features may be subject to your acceptance of separate terms with such third parties. We are not a party to those agreements, but to use the Services, you must agree to comply with those third-party terms. You acknowledge that we have no responsibility for the products or services provided by third parties.

Links to Other Sites. This Agreement, the Application, or third-party integrations that provide you access to the Application may reference other websites which are not under Novi’s control, such as a third-party block explorer. Novi is not responsible for the contents or terms of any website to which a link is provided. Links do not imply that Novi endorses any such websites, and Novi does not make any warranty or representation as to the accuracy, security, or operability of those websites. Usage of such services and/or websites will be governed by the terms applicable to your use of the third-party services. The disclaimer of warranties in this Agreement also applies to any linked website.

License Grant. Novi or our licensors own all right, title, and interest in and to the Services and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, license or right to access and use the Services (including all updates, upgrades, and new versions of the same), and related content, materials, and information for your personal use only in accordance with this Agreement. Except as expressly set forth in this provision, you obtain no rights under this Agreement from us, our affiliates, or our licensors to the Services, including any related intellectual property rights.

License Restrictions. You are not authorized to use the Services in any manner or for any purpose other than expressly permitted by this Agreement. You agree you will not attempt to: (a) modify, distribute, alter, tamper with, repair, or otherwise create any derivative works of any Services, software, any related content, materials, and information, and any other technology made available to you by Novi or its affiliates and licensors; (b) reverse engineer, disassemble, or decompile the Services, software, or any other technology or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent Applicable Law does not allow this restriction); and (c) resell, rent, lease, use for commercial purposes of any kind, sublicense, or otherwise transfer your rights in the Services and related content, materials, and information to a third party. You must comply with the implementation and use requirements contained in all Novi documentation accompanying the Services. If you do not comply with Novi’s implementation and use requirements, you will be liable for all resulting damages suffered by you, Novi, and third parties. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

Use of Other Intellectual Property Rights. Novi and the Novi logo are service marks/trademarks of Novi and/or Facebook. All other featured logos are service marks/trademarks of their respective owners. You acknowledge and agree that the Services’ contents, including its text, graphics, images, logos and button icons, photographs, editorial content, notices, software, look and feel (including HTML-based computer programs), and other material used by us for the Services are proprietary to us and our licensors and protected under both U.S. and other applicable copyright, trademark and other laws. As such, you will not gain any ownership or other right, title, or interest in or to them by reason of this Agreement or otherwise unless expressly granted to you herein. Except as otherwise expressly stated herein, the Services and its contents may not be copied, reproduced, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use, or otherwise used in whole or in part in any manner without our prior written consent.

Feedback. You may be asked to provide feedback in different forms including, but not limited to surveys, research program participation requests, and other such requests for feedback regarding your use of the Services. You acknowledge that Novi owns any feedback you give to us about the Services, and you hereby grant to Novi a perpetual, non-revocable, royalty-free worldwide license to use, fully exploit, incorporate, or otherwise use without restriction such feedback into any Novi product or service (including the Services) at any time.

Data Privacy and Data Security. Novi’s Privacy Policy describes how Novi collects and processes information from you, including information about you from other Facebook products and services. The Privacy Policy also explains how we use and share this information. Consistent with the Privacy Policy, you consent to disclosure of information about you, your Account, and your transactions to third parties, including our affiliates: (i) to verify your identity or the existence and condition of your Account for ourselves or for a third party, such as a payment service provider or another hosted wallet provider; (ii) to verify the ownership of your Payment Methods; (iii) to detect, prevent, and address fraud, security threats, and other potentially harmful conduct or illicit activity; (iv) to comply with Applicable Law, including the “Travel Rule” (as specified by the Financial Action Task Force Recommendation 16) and other regulatory reporting obligations, as well as responding to subpoenas, inquiries, court orders, or other requests from law enforcement or other state or federal government agencies; (v) to complete certain transactions, or (vi) if you otherwise give us your permission. We will implement reasonable and appropriate measures to secure your information against accidental or unlawful loss, access, or disclosure.

6. Transfers

Transfers to other Users. To send Digital Currency to other Users, simply designate another User from your mobile phone contacts or input their mobile phone number and specify the amount of Digital Currency (the “Transfer Amount”) that you would like to transfer (your “Payment Instruction”). You should verify all Payment Instructions before submitting them to us. We will debit the Transfer Amount from your Account and send the Transfer Amount to the selected User. If you attempt to send a Transfer Amount greater than the Digital Currency balance in your Account, we will ask you to confirm whether you would like your default Payment Method to be charged to purchase additional Digital Currency that, together with your existing Digital Currency balance, is sufficient to cover the Transfer Amount. If you do not confirm the purchase with your default Payment Method, your Payment Instructions will not be processed.

Transfers to non-Users. You may also initiate a Payment Instruction to non-Users by inviting them to become a User. To do so, you hereby instruct us to initiate a text message or in-app message, as applicable, to the intended recipient on your behalf, notifying them that (a) you have sent them Digital Currency on Novi, and (b) to claim the Digital Currency, they must create an Account within 14 calendar days from the date the transaction was initiated. If the recipient does not become a User and claim the Digital Currency within that time period, the Transfer Amount will revert to your Account. You may cancel a Payment Instruction to non-Users at any time before the recipient claims the Transfer Amount.

Transfers to or from External Wallets. When Novi, in its sole discretion, decides to make this functionality available, your Account will allow you to send and receive supported Digital Currency to and from external permissible digital wallets on a blockchain (each, an “External Wallet”). When transferring Digital Currency to an External Wallet, you must provide your intended recipient’s correct External Wallet address; the transfer will fail to reach your intended recipient if you do not. Similarly, when receiving Digital Currency from an External Wallet, you must provide the sender your accurate blockchain address. FUNDS ERRONEOUSLY TRANSMITTED TO OR FROM EXTERNAL WALLETS MAY BE LOST FOREVER.

We do not control the blockchain and make no guarantees that transfers to or from an External Wallet will succeed and be confirmed by the blockchain network. We also do not control how an External Wallet provider will handle the Digital Currency upon submission or receipt of a transfer, including when you or the intended recipient will receive the Digital Currency or whether the External Wallet imposes any fees. We cannot cancel, reverse, recover or otherwise control submission or receipt of a transfer to or from an External Wallet once it has been submitted to the blockchain. We may only facilitate submission or receipt of a transfer to or from an External Wallet and determine whether the transfer has been confirmed by the blockchain.

For similar reasons, you acknowledge that Digital Currency you send to or receive from External Wallets may be subject to holds, limitations, or reversals. If you transact with an External Wallet, we may require you to provide information on the holder of the External Wallet. You also agree that we may deduct any amount you receive from an External Wallet from your Account if we determine that the transaction or your Account is in violation of Applicable Law or the terms of this Agreement.

Getting Cash. In select markets where available, you may convert your Digital Currency into local currency and pick it up as cash by generating a one-time withdraw code in the Application and visiting a participating withdrawal location. The withdraw code automatically expires after 72 hours and can only be authenticated at the withdrawal location you select in your home country. Ownership of your Digital Currency will transfer to Novi upon generation of the withdraw code. To get cash, you will be required to present the withdraw code and verify your identity at the withdrawal location with an ID that must match the name on your Account. Once your identity is verified, Novi will transfer the funds to the withdrawal location partner. Novi has a limited relationship with withdrawal location partners and does not control the experience, safety, security, or a withdrawal location’s ability to complete your transaction. Novi is not liable for any financial or other loss, damage, or injury (up to and including death and dismemberment) you may sustain while getting cash at a withdrawal location. We encourage you to take any and all reasonable steps to safeguard your person and property while getting cash.

Transaction History and Receipts. You can view your transaction history and Account statements by logging into your Account. After completing a transfer, we will provide you with a transaction receipt for your records.

7. Fees, Exchange Rates, and Taxes

Fees. Novi does not currently charge any fees to download the Application, create an Account, or conduct transactions using the Services. Should Novi elect in its sole discretion to impose fees in the future, we will notify you in a clear and conspicuous manner. Your Payment Method provider may impose fees in connection with your use, or attempted use, of your Payment Method. Please check with your Payment Method provider. Any fees imposed by Payment Method providers, or any other third party, may not be displayed in the Application or reflected on transaction receipts.

Negative Account Balances. If your Account balance becomes negative for any reason, including but not limited to a reversal or chargeback, that negative balance represents an amount you owe to us. You agree to immediately purchase Digital Currency in an amount sufficient to repay the outstanding balance. You authorize us to debit from your Account and/or Default Payment Method the amounts owed to us, plus any fees or costs incurred by us related to a negative Account balance or from transfers sent or received by your Account, to the extent permitted by Applicable Law.

Exchange Rates. For a transaction for the purchase or sale of Digital Currency with local currency other than the USD, we will disclose the applicable exchange rate to you in the Application. The exchange rate that we provide to you is from one or more external market data providers that we believe to be reliable. However, we do not control these external sources or the data they provide. We cannot and do not guarantee that the information is accurate, complete, timely, or the most favorable market exchange rate. In countries outside the United States, there will be fluctuations in value between the local currency and the USD over time, so the amount of local currency you receive will vary. You should verify all information that you receive before relying upon it, and we have no liability to you if you make decisions based on the market information that you receive from or through us.

Taxes. Your use of the Services to buy, sell, or transfer Digital Currency may be subject to various taxes, such as an income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority. Please consult your transaction history through the Application.

We do not and, at this time, are not obligated to collect any taxes on your behalf. In the event Novi is required to collect, remit and/or withhold such applicable taxes, you are required to provide necessary tax information or documents in order for us to calculate and collect accurate taxes or withholding from you. Your transactions may also be subjected to other tax and reporting requirements, such as for personal income taxes.

8. Closing Accounts

Closing Your Account. To close your Account, please use the chat functionality in the Application. Prior to closing your Account, we encourage you to download your transaction history for your records. You must withdraw your entire balance prior to closing your Account. Novi does not support the withdrawal of fractional balances of Digital Currency below two decimal places (i.e., less than .01). We will attempt to complete any pending transfers from your Account before your Account is closed, except as prohibited by Applicable Law or if your Account has been closed or limited for violating this Agreement or any of our Policies. Closure of your Account will not affect your obligations under this Agreement.

Limitations on Closing Your Account. You may not close your Account to evade an investigation or if restricted or prohibited under Applicable Law or by a court of competent jurisdiction. If you attempt to close your Account while we are conducting an investigation, you agree that we may hold the Digital Currency in your Account for up to 180 calendar days to protect Novi, the Indemnified Parties (defined below), or any third party against the risk of any Claim.

Closing Dormant Accounts; Unclaimed Property. If there is no activity through your Account for the requisite period as defined by Applicable Law, Novi may close such dormant Account and terminate your access to the Services upon written notice. If required by Applicable Law, Novi will escheat any outstanding funds to your state of residence. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator.

Death or Incapacitation of Account Owner. If we receive documentation we deem sufficient to confirm your death or incapacitation, we will freeze your Account, in accordance with Applicable Law. While your Account is frozen, no transactions may be completed. If we have reason to believe you may have died or become incapacitated, but we do not have legal proof of your death or incapacitation in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have indeed died or have become incapacitated. Following our confirmation of your death or incapacitation, we require documentation we deem sufficient to confirm another person is a beneficiary or fiduciary of your Account. This includes, for example, a power of attorney, court order, last will and testament, or similar documentation. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the beneficiary or fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action. The opening of a new Account by a designated beneficiary or fiduciary is mandatory following the death of an Account owner, and you hereby agree that your beneficiary or fiduciary will be required to open a new Account.

9. Refunds, Complaints, and Contacting Regulators

No Cancellations. You are solely responsible for ensuring that the information you provide to us is complete and accurate prior to initiating a transaction. Once you confirm your Payment Instructions and proceed with a transaction, your transaction is considered final and cannot be undone. You cannot revoke your consent or request a refund for a transfer unless we determine that the transaction is eligible for a refund in accordance with this Agreement.

Refunds. In the event you suspect an error or unauthorized transaction was made using your Account, you should notify us as soon as possible, but no later than 120 calendar days from the date the transaction is posted to your transaction history. You agree to fully cooperate with our investigation by providing any information and/or additional documents as requested.

Novi will only conduct an investigation if you suspect that: (i) we made a computational or bookkeeping error; (ii) we debited or credited the incorrect amount in your Account; (iii) your transaction history does not accurately report a transaction; or (iv) you failed to receive a transaction confirmation, or the amounts displayed on your transaction confirmation and transaction receipt differ. Novi will also conduct an investigation if you suspect an unauthorized transaction that: (i) transfers Digital Currency to another Novi Account or to an External Wallet; (ii) converts your Digital Currency to local currency to pick up cash; or (iii) converts your Digital Currency to local currency to transfer to a bank account via ACH transaction.

Following our investigation, we will make a determination on whether to honor your refund request. Novi does not refund a transaction if, for example, you: (i) file a chargeback claim with your Payment Method institution for the same transaction; (ii) accidentally sent Digital Currency to the wrong person or receive Digital Currency from someone you do not know; (iii) buy or sell a good or service; or (iv) someone you know uses your Account to conduct a transaction you later wish to cancel. Please visit our Help Center in the Application to learn more about refunds on Novi.

Complaints. You may submit a complaint to us regarding transactions, refunds, the Application, the Services, or other matters that may warrant investigation by us (“Complaint”). If you suspect someone has used your identity to create an Account, please submit a Complaint, in addition to pursuing any other civil or criminal remedies you may have. To submit a Complaint, contact the Novi Customer Care team through the chat functionality in the Application. Novi will take action to address a Complaint in accordance with this Agreement. You agree to use this process before submitting any dispute for dispute resolution, including the Mandatory Arbitration set forth below.

Contacting Regulators. We hope to resolve your Complaint internally and amicably. If we are unable to do so, you may directly contact the regulatory agencies that govern our provision of the Services. You can find their contact information and other information about additional rights under your state’s laws set forth on our Licenses page.

10. AML/CTF and Sanctions Compliance

Commitment to AML/CTF and Sanctions Compliance. Novi is firmly committed to participating in international efforts to combat money laundering, the funding of terrorist activities, and other illicit conduct that is the focus of financial and economic sanctions. We have implemented a risk-based global anti-money laundering compliance program designed to comply with Applicable Law and other global standards and best practices relating to the prevention of money laundering and terrorist financing (“AML Laws”), as well as laws and regulations relating to the imposition of financial and economic sanctions, in the jurisdictions in which we operate.

Suspicious Activity Monitoring and Holds. In order to comply with AML Laws and sanctions laws and regulations, and to protect you from unlawful use of the Services, Novi monitors transactions for potential fraud, suspicious activity, and sanctions evasion. As a result, in some cases your transactions, funds or Accounts may be suspended, reversed, rejected, delayed, placed on hold, limited, or blocked to permit these processes to proceed to conclusion. In addition, Novi may be required to file suspicious activity reports with the applicable Governmental Authority.

11. Indemnification; Release

Indemnification. You will defend, indemnify, and hold harmless Novi, Facebook, each of their affiliates, and each of their and their affiliates’ respective shareholders, members, directors, officers, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any losses, liabilities, damages and all related costs and expenses arising out of or relating to any Claim concerning: (a) your access to or use of the Services, including information provided in connection therewith; (b) your breach or alleged breach of this Agreement or Applicable Law; (c) any misrepresentation made by you; or (d) any dispute between you and a third party, including without limitation if such third party is also a Novi Account holder or other User of the Services. You will cooperate as fully as required by us in the defense or settlement of any Claim.

Release. If you have a dispute with one or more Users using the Services or one of our third-party service providers, you release the Indemnified Parties, joint ventures, partners, and suppliers from any and all Claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. To the extent permitted by Applicable Law, you waive and release the Indemnified Parties from all Claims you have or may have arising from or relating to this Agreement.

12. Limitation of Liability; No Warranties



13. Dispute Resolution

Mandatory Arbitration. In the event we are unable to resolve your Complaint to your satisfaction, we endeavor to provide you with a neutral and cost-effective means of resolving disputes quickly. Except as provided below, you and we agree to resolve any Claims that arise out of or relate to this Agreement by binding arbitration on an individual basis. This means that neither you nor we will have the right to litigate that Claim in court or have a jury trial. It also means that class actions and class arbitrations are not permitted; Claims shall proceed solely on an individual basis without the right for any Claims to be resolved on a class basis or brought in a purported representative capacity on behalf of others. Other rights that you would have in court also may not be available or may be limited in arbitration, including a right to appeal an arbitration award or decision.

This arbitration provision is governed by the Federal Arbitration Act. If there is a final judicial determination that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with this provision's limitations, then only that claim may be brought in court. All other claims (or requests for relief) remain subject to this provision.

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules (the “AAA Rules”). The arbitration will be presided over by a single arbitrator selected in accordance with the AAA Rules. The AAA Rules, information regarding initiating a Claim, a description of the arbitration process, and allocation of fees and costs (including rules regarding frivolous or improper claims) are available at www.adr.org. No arbitration award or decision will have any preclusive effect as to issues or Claims in any dispute with anyone who is not a named party to the arbitration.

Instead of using arbitration, you can bring Claims in your local “small claims” court, if the rules of that court allow it. If you do not bring your Claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the Claims must be resolved by binding, individual arbitration. You and we expressly waive a trial by jury.

Opt-Out Procedure. You may opt out of the preceding binding arbitration provision. If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing postmarked within 30 calendar days of the date that you first accessed the Services by sending a letter to:

Novi Financial, Inc.

Arbitration Opt-Out

1601 Willow Road

Menlo Park, California 94025

United States of America

You must include: (1) your full name and residential address; (2) the mobile phone number associated with your Account; and (3) a clear statement that you want to opt out of this Agreement’s binding arbitration provision.

Other Dispute Resolution. Any Claim arising out of or relating to this Agreement or your use of the Services that is not subject to the Mandatory Arbitration requirement shall be resolved exclusively in the U.S. District Court for the Northern District of California or the state courts located in San Mateo County, California, U.S.A., and you waive any jurisdictional venue or inconvenient forum objections to such venues. Notwithstanding anything to the contrary in this Agreement, you agree that Novi may take any action it reasonably considers appropriate in relation to the Claim, including suspending the Services or freezing your Account pending a resolution of the Claim without previously notifying and/or without having received instructions from you.

14. Prohibited Activities

Prohibited Activities. In connection with your use of the Services, including your ability to exercise your redemption right as set forth in Section 3 of this Agreement, you agree that Novi, without notice (except as required by Applicable Law) and without liability to us, may refuse Payment Instructions, suspend, deactivate, limit, or terminate access to, or refuse to provide, any Services or redeem your Digital Currency, in our sole discretion, including without limitation, if you engage in any of the following “Prohibited Activities”:

  • Breach this Agreement or our Community Standards, which we shall have the right to determine in our sole discretion;
  • Use the Services for any unlawful purpose or in violation of Applicable Law, which we shall have the right to determine in our sole discretion;
  • Create or control more than one personal Account for yourself without our express authorization, through, among other methods, using a name that is not yours, using a temporary phone number, or providing any other falsified personal information;
  • Act in a manner that is defamatory, trade libelous, threatening, or harassing;
  • Infringe Novi’s, Facebook’s, or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
  • Provide us false, inaccurate, incomplete, or misleading information;
  • Provide offensive or inappropriate images to us;
  • Send, receive, or participate in what we reasonably believe to be suspicious or potentially fraudulent transactions;
  • Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
  • Attempt to “double spend” during the course of a dispute by receiving or attempting to receive Digital Currency or funds from both Novi and any third party for the same transaction (for example, a card issuer);
  • Access the Services while residing or being located in a jurisdiction that is restricted by Novi, including jurisdictions where we are not approved to operate;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information; attempt to hack; scrape; use an anonymizing proxy; use any robot, spider, other automatic device or manual process to monitor or copy the Application source code without our prior written permission; use any device, upload material containing viruses or any other harmful programs, software or routine to bypass our robot exclusion headers; or interfere or attempt to interfere with the Services; or
  • Take any action that may cause us to lose third party partner services.

Additionally, we may, at our sole discretion and without waiving any of our rights, reverse any funds, freeze, close, cancel, suspend, or limit your use of or access to your balance, funds, Account, the Wallet, and/or the Services. We may report or disclose to a Governmental Authority information concerning your Account, transactions, or use of the Services where we determine in our sole discretion that such report or disclosure may be required by Applicable Law or is otherwise appropriate.

15. General Provisions

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California, to the extent not inconsistent with or preempted by federal law, and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to conflicts of laws principles.

Notice. Except as otherwise stated herein, any notice to Novi must be sent by postal mail to our corporate headquarters at: Novi Financial, Inc. Attn: Legal Department, 1601 Willow Road, Menlo Park, CA 94025. By accepting service of a legal document, we do not waive any objections we may have and may raise in response.

Headings and Hyperlinks. All headings and titles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Highlighted and underlined words may contain links to additional terms.

Non-Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Novi as a party to this Agreement and Novi is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

No Waiver. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that if Novi does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Novi has the benefit of under any Applicable Law), this will not be considered to be a formal waiver of Novi’s rights and that those rights or remedies will still be available to Novi.

Severability. In the event that any provision of this Agreement is determined to be invalid or unenforceable under Applicable Law, the validity or enforceability of any other provision of this Agreement shall not be affected. In lieu of such invalid or unenforceable provision, there shall be added automatically, as part of this Agreement, a provision as similar in terms as may be valid and enforceable.

Termination. This Agreement is in effect each time you use the Services. Novi may terminate your use of the Services at any time without cause or prior notice. This may happen, for example, if your identity cannot be verified or the action is necessary to protect the security of the Services. This Agreement will continue to apply following its termination with respect to any obligations incurred or arising prior to its termination.

Force Majeure. Novi will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, epidemic, war, acts of terror, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction.

Survival. Any provision or term within this Agreement that provides for the rights or remedies which by their nature should continue after termination of this Agreement will survive termination of this Agreement.

Entire Agreement. This Agreement, along with all the Policies incorporated by reference, sets forth the entire understanding between you and Novi with respect to the Services. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements (including any and all product testing and participation agreements), or communications between you and use, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (regardless of whether it would materially alter this Agreement).

Translation. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the Agreement. All communications and notices given under this Agreement must be in the English language. In the event there is a conflict between a translation and the English language version, the English language version of the Agreement will control.

16. Select Definitions

"Applicable Law” means any and all U.S. federal, state, local or foreign laws, treaties, rules, regulations, regulatory guidance, directives, policies, orders, judgments or determinations of and mandatory written direction from any Governmental Authority on matters including, but not limited to: anti-money laundering, counter-terrorism financing, “know your customer” requirements, sanctions and export controls, stored value, money transmission, payment processing, unfair or deceptive trade practices or acts, anti-corruption, unclaimed property, trade compliance, telecommunications, data privacy, or data security.

“Claim(s)” includes, without limitation, all disputes, legal claims, causes of action, or demands of any kind that you or we have or may have in the future, either in law or in equity, whether known or unknown.

“Digital Currency” refers to the supported digital asset, which is a stablecoin with a face value of one USD. Digital Currency is not legal tender. You can learn more about the Digital Currency by visiting here. In the event Novi determines, within its sole discretion, to support a Digital Currency other than the Digital Currency held within your Account, we will provide you with advance notice prior to converting your balance to the new Digital Currency of equivalent value. On the effective date of such conversion as set forth in the notice, you agree and authorize Novi to convert the Digital Currency in your Account to the applicable Novi supported Digital Currency. You understand that if you do not agree to such changes your only remedy will be to withdraw your balance prior to the conversion.

“Governmental Authority” means any duly authorized federal, national, supranational, state, provincial, local, or other government, governmental, regulatory, or administrative authority, agency, or commission, or any court, tribunal, or judicial or arbitral body, of competent jurisdiction.

Appendix: Consent to Receive Electronic Disclosures

From time to time, we will need to provide you with certain communications, notices, agreements, documents, billing statements, or disclosures regarding the Services in writing (collectively, “Communications”). By providing your mobile phone number, downloading, accessing, registering, or otherwise using the Services in any way, and by accepting this Agreement, you agree to receive these Communications and in doing so, have read, understood, and accepted this Consent to Receive Electronic Disclosures (“Consent”). If you choose not to agree to this Consent or if you withdraw your consent, you may not use the Services and must discontinue your use of the Services immediately. If you use WhatsApp or any other third-party application to access your Account, you agree to receive communications or messages related to your Novi Account from us via the third party application.

Electronic Delivery of Communications. You agree and consent to receive electronically all Communications that we provide in connection with your Account and your use of the Services. Communications include:

  • Terms of Service and policies you agree to, including this Agreement and updates to it;
  • Account details and transaction histories, transaction receipts, confirmations, authorizations and information related to Payment Instructions, and any other Account or transaction information;
  • Legal, regulatory, and tax disclosures or statements we may be required to make available to you;
  • Responses to claims, complaints, or customer support inquiries filed in connection with your Account; or
  • Any other Communication related to the use of the Services.

We will provide these Communications to you by mobile push notification in the Application and/or by sending them via autodialed text message to the mobile phone number associated with your Account. Your acceptance of this Consent means that Communications we provide to you electronically will have the same meaning and effect as if provided in paper form, regardless of whether you actually view those Communications. We may also use electronic signatures and obtain them from you.

Consent to Text Message Communications. By accepting this Consent, you agree to receive Communications via autodialed text messages to the mobile phone number associated with your Account. Communications sent via text message will be deemed to be in writing and received when sent to you. Communications posted in the Application will be deemed to be in writing and received within 24 hours after posting. You also agree that we may contact you at the mobile phone number you provide using autodialed text messages for purposes of providing you with Account (including registration, onboarding, and feedback), transactional, fraud, and security alerts. If you use the Application’s notification settings to opt out of receiving text messages and we detect that we are unable to contact you via mobile push notification, you agree that we may send important Account, transactional, fraud and security alerts via text message as permitted by Applicable Law. You may withdraw your consent to receive such text messages by replying “STOP”. Standard carrier message and data rate charges may apply for all types of text messages.

Withdrawal of Consent to Electronic Communications. You may withdraw your consent to receive electronic Communications, including via text message, by using the chat functionality within the Application, or by closing your Account. You may also withdraw your consent to receive Communications via text message by using the Application’s notification settings, or by replying “STOP” to any text message sent to the mobile phone number associated with your Account. However, withdrawal of your consent to receive electronic Communications, including text messages, may result in termination or limitation of your access to your Account and the Services. We may confirm your withdrawal of consent and its effective date.

Hardware and Software Requirements. In order to access and retain electronic Communications, you will need the following hardware and software:

  • A mobile device with an Internet connection and featuring iOS (12 and above) or Android (Lollipop and above) that supports text messaging, downloading, emailing, and applications;
  • A working mobile phone number that can receive text messages; and
  • Sufficient storage space to save Communications or the capability to print Communications from the device on which you view them.

We will notify you if our hardware or software requirements change and that change creates a material risk that you would not be able to access or retain your Communications. Continuing to use the Services after receiving notice of the change is reaffirmation of your consent.

Please note that we are not responsible for any performance degradation, fees, interruption, or delays related to your equipment and any consequences resulting therefrom.

Updating Your Information. It is your responsibility to provide us with true, accurate, and complete contact information and to keep such information up to date. You understand and agree that if we send you a Communication but you do not receive it because your contact information is incorrect, out of date, or blocked by your service provider, or if you are otherwise unable to receive Communications, we will be deemed to have provided the Communication to you. You may update your information by logging into your Account and visiting the settings or by using the chat functionality within the Application.

Pilot Program Transaction and Account Balance Limits Addendum

This Addendum sets forth certain temporary limits on the scope of Services that attach until such time as the initial pilot period ends as determined by Novi.

Waitlist. During the initial Novi launch, Novi is subject to a maximum User allocation and must limit the number of Users who (i) hold Digital Currency, or (ii) engage in any transaction activity each day. When you initiate registration for the Services, you may be placed on a waitlist. If there is later capacity for Novi to provide you with the Services, you will be invited to complete your registration. A place on the waitlist is neither an assurance nor a guarantee that Novi will ultimately provide the Services to you.

Restriction on Number of Active Users. The total number of Users who, in any 28-day period, (A) hold non-zero balances in their Novi Account, (B) buy or sell Digital Currency, or (C) send or receive any Digital Currency, cannot exceed 200,000. As a result, if you open an Account and complete one of these transactions, but subsequently for more than 28 days you fail (A) to hold any balance, (B) to buy or sell Digital Currency, or (C) send or receive Digital Currency, you may not be able to participate further in the pilot program, and your ability to buy, send or receive Digital Currency may be suspended or cancelled. However, even if you are no longer able to participate in the pilot program, you will still be able to exchange any balance of Digital Currency in your Account for fiat currency and withdraw that fiat currency.

Transaction and Account Balance Limits. The following transaction and Account limits apply:

Limit TypeDescriptionMax (in USD)

Transaction Size

Maximum amount you can send or receive using your Account in any single transaction


Daily Send

Maximum amount you can send using your Account in total in any 24-hour period


Monthly Send/Receive

Maximum amount you can send and receive using your Account in a calendar month (progress toward this limit resets at the beginning of each calendar month)


Daily Add

Maximum amount you can add to your Account in a 24-hour period (Digital Currency purchased using your payment card)


Daily Withdrawal

Maximum amount you can withdraw from your Account in a 24-hour period (Digital Currency converted into your local currency and transferred to your bank account or picked up as cash)


Maximum Balance

Maximum amount you can hold in your Account at any time


Exchange rates and currencies shown are for illustrative purposes only. Novi and the Novi logo are trademarks owned by Meta Platforms, Inc. Other names and brands may be claimed as the property of others.

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