These Terms & Conditions (“Terms”) govern your use of the payment processing services, payment gateway services, and other payment related products (“Payment Services”) offered by Novi AMS, LLC (“Novi”, “us”, “our”, “we”). These Terms are effective on the date you first access and use the Payment Services (“Effective Date”) and continue until you or Novi terminate these Terms. You and Novi are individual referred to in these Terms as “Party” and collectively as “Parties”. These Terms supplement and do not replace the SaaS Agreement you entered into with Novi. In the event of a conflict between these Terms and the SaaS Agreement, the more restrictive terms govern. All provisions not otherwise contained in these Terms but otherwise addressed in the SaaS Agreement apply equally to these Terms, including not limited to those provisions concerning confidentiality, proprietary rights, warranties and disclaimers, limitation of liability, indemnification, dispute resolution, force majeure, and notice. Any reference to “you” or “your” has the same meaning as Client in the SaaS Agreement.

1. ELIGIBILITY, AUTHORIZATION, AND COMPLIANCE

• 1.1 Eligibility. Only associations and organizations located in the United States are eligible for an account to access the Payment Services. Novi reserves the right to offer additional services outside of the United States under separate agreements. You and your representatives may not attempt to create an account to access the Services on behalf of or for the benefit of any user whose use of the Services was suspended or terminated by Novi unless Novi otherwise approves.
• 1.2 Authorization. You represent that you are authorized to bind you and your organization to these Terms and that you are an executive officer, senior manager, or otherwise have significant responsibility for the control, management, and/or direction of your organization. Novi may require you to provide additional information or documentation demonstrating your authority. You represent you are of the age of consent in your jurisdiction and have sufficient ability under the law to agree to these Terms.
• 1.3 Compliance. You agree to comply with all laws, regulations, rules, industry standards, ordinances, and governmental orders relating to your use of the Payment Services, including but not limited to complying with all relevant and applicable Payment Card Industry (“PCI”) standards issued by the PCI Security Standards Council from time to time. You may not use the Payment Services for any unlawful, unfair, or deceptive purpose at any time.

2. SERVICES

• 2.1 Payment Services. Novi will make available the Payment Services pursuant to these Terms. Novi may modify the Payment Services from time to time, and will provide you with at least fourteen (14) days’ notice in the event of a material change to the Services that will result in changes in, deprecations to, or removal of functionality from the Payment Services.
• 2.2 License and Restrictions. Novi grants you a limited, non-exclusive, non-transferable, revocable license to use the Payment Services in accordance with these Terms. You may not sublicense, resell, rent, lease, or otherwise distribute the Payment Services to any third party without Novi’s prior written consent. You may not modify, reverse engineer, decompile, or disassemble the Payment Services or any part thereof, or create any derivative works based on the Payment Services. You may not use the Payment Services to process payments for any goods or services that are prohibited under these Terms, by Stripe, or any card network, bank, or payment processor. You are solely responsible for ensuring that your use of the Payment Services complies with all applicable laws and regulations, and that you obtain all necessary licenses, permits, and approvals for your organization’s activities.
• 2.3 Fees and Taxes. You agree to pay Novi the fees for the Payment Services as specified in your order form, invoice, or other agreement with Novi (“Fees”). The Fees are exclusive of any taxes, duties, levies, or other governmental charges that may apply to the Payment Services or your activities. You are solely responsible for paying all such taxes, duties, levies, or other governmental charges, and for providing Novi with valid tax identification information upon request. Novi may change the Fees at any time upon reasonable notice to you, and you agree to pay the revised Fees for any subsequent use of the Payment Services. Novi may suspend or terminate your access to the Payment Services if you fail to pay the Fees when due.
• 2.4 Stripe Platform. The Payment Services are provided on top of the Stripe Platform, and you acknowledge and agree that your use of the Payment Services is subject to the Stripe Terms, which may be updated by Stripe from time to time and can be found at https://stripe.com/legal/ssa. You agree to comply with the Stripe Terms and to provide Stripe with any information or documentation that Stripe may request or require from you in connection with the Payment Services. You authorize Novi to create and manage a Stripe account on your behalf, and to access, use, and disclose your Stripe account information and data as necessary to provide the Payment Services and to comply with the Stripe Terms. You also authorize Stripe to process payments on your behalf, and to deduct any fees, charges, refunds, disputes, or other amounts that may apply to your Stripe account in accordance with the Stripe Terms. You are solely responsible for verifying the accuracy and completeness of your Stripe account information and data, and for resolving any issues or disputes that may arise with Stripe, your Customers, or any other third party in connection with the Payment Services.
• 2.5 Branding and Marketing. The Payment Services allow you to use your own brand name and logo to accept and process payments from your customers and partners, and to customize the appearance and functionality of the Payment Services to suit your preferences and needs. You grant Novi a non-exclusive, royalty-free, worldwide license to use your brand name and logo for the purpose of providing the Payment Services and to identify you as a customer of Novi. You represent and warrant that you have the right and authority to use and license your brand name and logo, and that your use and license of your brand name and logo does not infringe or violate any intellectual property rights, privacy rights, or other rights of any third party. You agree not to use Novi or Stripe’s name, logo, or trademarks without their prior written consent, and not to imply or suggest any endorsement, affiliation, or sponsorship by Novi or Stripe, unless expressly authorized by either. You agree to comply with any guidelines issue by either Novi or Stripe.

TERM AND TERMINATION

• 3.1 Term. These Terms shall commence on the Effective Date and be effective for a period of one (1) year following the Effective Date, and shall continue automatically unless these Terms are terminated earlier as set forth in this Section (“Term”). These Terms shall continue until (a) terminated by either Party at any time with or without cause, upon ninety (90) calendar days prior written notice to the other Party; or (b) terminated by either Party if the other Party materially breaches or materially defaults on any of the provisions of these Terms and such breach is incapable of cure, or with respect to a breach capable of cure, the defaulting party does not cure such breach within thirty (30) days after receipt of written notice of such breach. Nothing herein shall serve to limit either Party’s rights to pursue any of its rights or legal recourse under these Terms or any other agreement between the Parties, including but not limited to any Non-Disclosure Agreement.
• 3.2 Effect of Termination. The expiration or termination of these Terms shall not act as a waiver of any right of either party or release of any liability of either party under these Terms which accrued prior to the date of such termination or expiration. The termination of these Terms shall automatically terminate any associated order forms. However, the termination of these Terms does not impact any other agreement you enter into with Novi, nor does the termination of any order form impact the status of these Terms or any other order form unless expressly provided for in any notice of termination delivered hereunder. Upon expiration or termination of these Terms, each Party shall, upon the request of the other: (a) return or destroy, as feasible, all Confidential Information, papers, materials and properties of the other held by such Party as required under these Terms; (b) provide reasonable assistance in the termination of these Terms, as may be necessary for the orderly, non-disrupted business continuation of each Party; and (c) immediately cease use and access of any licenses under these Terms. To the extent the return or destruction of materials as set forth in this Section is not feasible, the Receiving Party shall notify the Disclosing Party in writing of the reasons return or destruction is not feasible and under any circumstances, the Receiving Party shall extend any and all protections, limitations and restrictions contained in these Terms and as required by applicable law.
• 3.3 Survival. Any section which by its nature is intended to survive the termination or expiration of these Terms shall survive any such termination or expiration.

ADDITIONAL PROVISIONS

• 4.1 Entire Agreement. These Terms and your SaaS Agreement constitute the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the Parties about the Payment Services. No waiver, consent or modification of these Terms shall bind either Party unless in writing and signed by the Party against which enforcement is sought.
• 4.2 Waiver. The failure of either Party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights.
• 4.3 Severability. If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
• 4.4 Counterparts. These Terms may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. A signed copy (including via electronic signature) of these Terms transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of these Terms for all purposes.
• 4.5 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflicts of law provisions.
• 4.6 Remedies. Except as specifically provided otherwise, each right and remedy in these Terms is in addition to any other right or remedy, at law or in equity. Each Party agrees that, in the event of any breach or threatened breach of the confidentiality obligations set forth in these Terms, the non-breaching Party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching Party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
• 4.7 Assignment. These Terms and the rights and obligations hereunder may not be assigned, in whole or in part, by either Party without the other Party’s written consent, not to be unreasonably withheld. However, without consent, Novi may freely assign these Terms to any successor to all or substantially all of its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise). Any assignment in violation of this Section shall be deemed null and void ab initio. Novi may use contractors and other third-party service providers in performing the Services. These Terms shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
• 4.8 No Third-Party Beneficiaries. Except as otherwise provided herein, these Terms are solely for the benefit of the Parties hereto, and nothing in these Terms shall be deemed to create any third-party beneficiary rights in any person or entity not a party to these Terms.
• 4.9 Independent Contractors. The Parties shall be independent contractors under these Terms, and nothing herein will constitute either party as the employer, employee, agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.
• 4.10 Headings; Construction. The headings contained herein are for the convenience of reference only and are not intended to define, limit, expand or describe the scope or intent of any provision of these Terms. Whenever the words “include”, “includes”, “including’, “in particular” or “such as” are used, they are deemed to be followed by the words “without limitation”.