Novi Site Terms.

Please review the Novi Privacy Policy, which also governs your visit to the Novi Site, to understand our data privacy practices.

We may periodically communicate with you by posting notices on the Novi Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy the legal requirement for such communications to be in writing.

All content included on the Novi Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Novi, its affiliates, and/or its content and software suppliers and is protected by United States and international copyright laws. “Novi” and any other Novi graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Novi in the United States and other countries. Novi’s trademarks and trade dress may not be used in connection with any product or service that is not Novi’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Novi. All other trademarks not owned by Novi that appear on this Novi Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Novi. One or more patents owned by Novi or Facebook, Inc. or their affiliates may apply to the Novi Site and to the features and services accessible via the Novi Site.

Novi grants you a limited license to access and make personal, non-commercial use of the Novi Site and not to download (other than page caching for personal, non-commercial purposes) or modify it, or any portion of it, except with express written consent of Novi. This license does not include any resale or commercial use of the Novi Site or its contents; any derivative use of the Novi Site or its contents; any downloading or copying of the Novi Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. You may not scrape the Novi Site or otherwise use any content included on the Novi Site without express written permission by Novi. Your right to use any software, data, documentation, or other materials that you access, download, or use through the Novi Site is subject to these Site Terms.

The Novi Site or any portion of the Novi Site may not be reproduced, duplicated, copied, sold, resold, scraped, or otherwise exploited for any commercial purpose or any purpose other than personal use without express written consent of Novi. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Novi without express written consent. You may not use any meta tags or any other “hidden text” utilizing Novi’s name or trademarks without the express written consent of Novi. Any unauthorized use terminates the permission or license granted by Novi under these Site Terms.

You may not access or use, or attempt to access or use, the Novi Site to take any action that could harm us or any third party, interfere with the operation of the Novi Site, or use the Novi Site in a manner that violates any laws. For example, and without limitation, you may not:

• Do or share anything that breaches these Site Terms or other applicable Novi terms and policies;
• Upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of the Novi Site, or our products and services;
• Access or collect data from the Novi Site using automated means (without our prior permission) or attempt to access data you do not have permission to access through the Novi Site; and
• Engage in any other conduct that restricts or inhibits any person from using or enjoying the Novi Site or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

Violations of system or network security or any of the above may result in liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Site Terms. We may suspend or terminate your access to the Novi Site for any reason, at any time without notice.

We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Novi Site (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

In connection with your use of the Novi Site, we ask that you make the following commitments to us:

• Please provide accurate information about yourself at all times;
• Do not access or use the Novi Site if you are under 18 years of age (or the minimum legal age in your country); and
• Acknowledge and agree that you are not prohibited from receiving our products, services, or software under applicable laws or other applicable policies and terms.

You agree to indemnify, defend, and hold us and our owner, subsidiaries, affiliates, directors, officers, employees, agents, and assigns harmless from and against any and all losses, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages, and liabilities related to or associated with your use of the Novi Site and any alleged violation by you of these Site Terms or applicable laws. We reserve the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.

The Novi Site and all information, content, materials, products (including any software), and services included on or otherwise made available to you through the Novi Site are provided by Novi on an “as is” and “as available” basis, unless otherwise specified in the agreement. Novi makes no representations or warranties of any kind, express or implied, as to the operation of the Novi Site or the information, content, materials, products (including any software) or services included on or otherwise made available to you through the Novi Site, unless otherwise specified in writing. You expressly agree that your use of the Novi Site is at your own risk. To the full extent permissible by applicable law, Novi disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Novi does not warrant the adequacy, accuracy, likely results, or completeness of the Novi Site or any third-party sites linked to or from the Novi, or that the functions provided will be uninterrupted, virus-free, or error-free. We expressly disclaim any liability for any errors or omissions in the content included in the Novi Site or any third-party sites linked to or from the Novi Site, and any interruption in availability of the Novi Site, delay in operation or transmission, computer virus, loss of data, or use, misuse, reliance, review, manipulation, or other utilization in any manner whatsoever of the Novi Site or the data collected through the Novi Site, even if one or more of them has been advised of the possibility of such damages or loss. For avoidance of doubt and without limiting the foregoing, Novi will not be liable for any damages of any kind arising from the use of the Novi Site or from any information, content, materials, products (including software) or services included on or otherwise made available to you through the Novi Site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified herein. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

By visiting the Novi Site, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Site Terms and any dispute of any sort that might arise between you and Novi.

Except as expressly set forth in this section “Disputes,” any dispute relating in any way to your visit to the Novi Site that you and Novi are not required to arbitrate shall be adjudicated in the U.S. District Court for the Northern District of California or a state court located in San Mateo County, California, and you and Novi each waive any objection to jurisdiction and venue in such courts.

• Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Site Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Novi Site (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Novi agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Site Terms, and that you and Novi are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Site Terms.
• Exceptions. As limited exceptions to this section: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
• Opt-Out Procedure. If you are located in the United States, you may opt out from the mandatory arbitration provision if you notify 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. To opt out, you must send your name, residence address, email address, and a clear statement that you want to opt out of this arbitration agreement, and you must send them to Novi Financial, Inc., 1601 Willow Road, Menlo Park, California 94025.
• Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
  
  Any arbitration hearings will take place in the county (or parish) where you live, unless both parties agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
• Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
• Injunctive and Declaratory Relief. Except as provided in the bullet “Exceptions” above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

We reserve the right to make changes to the Novi Site, policies, and these Site Terms at any time. If we do, we’ll let you know by posting the updated Site Terms on the Novi Site, and/or we may but are not obligated to send other communications. It’s important that you review the Site Terms whenever we update them or you use the Novi Site. If you continue to use the Novi Site after we have posted updated Site Terms, it means that you accept and agree to the changes. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.