Novo Boost Terms and Conditions

1. Acceptance of Terms

1.1‍

These Terms and Conditions (the “Terms”) are by and between Novo Platform Inc., a Delaware corporation (“Novo,” “we,” “us,” and “our”) and Customer (as defined in Novo’s Terms of Use Agreement, “you,” or “your”) and describe and govern your use of the Novo Boost feature (“Novo Boost”), which Novo provides as a service provider to Middlesex Federal Savings, F.A. (“MFS”). By enrolling in Novo Boost, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you cannot access Novo Boost. If you have any questions about these Terms, please contact us at [email protected].

These Terms may be amended from time to time as provided herein. Novo may cancel Novo Boost at any time for any reason and without prior notice except where required by law.

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2. Incorporation of Other Agreements

2.1

Novo Boost is subject to the additional agreements that govern your access to the Novo platform and use of MFS accounts and services, including but not limited to, the Novo Terms of Use Agreement, the Novo Business Account Agreement, MFS and Novo Privacy Policies, and the MFS and Novo Electronic Communication Agreements (collectively, “Additional Agreements”), each of which applies, to the extent applicable, to your access and use of Novo Boost and is hereby incorporated herein by this reference. Copies of Additional Agreements are available at Novo.co/legal. You further agree that the Governing Law and Forum for Disputes provision of the Novo Terms of Use Agreement shall extend to any claim, dispute, or controversy (“Claim”) arising out of or relating in any way to:( i) these Terms; (ii) Novo Boost; (iii) your qualification for Novo Boost; (iv) your use of Novo Boost; (v) the amount of a given Novo Boost transaction; (vi) advertisements, promotions or oral or written statements related to Novo Boost; (vii) the benefits and services related to Novo Boost; or (viii) transactions made using Novo Boost, no matter how described, pleaded or styled. These Terms shall supplement the Additional Agreements. In the event of a conflict between these Terms and the Additional Agreements, these Terms shall control.

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3. Novo Boost Description

3.1

Novo Boost is an optional, no fee service made available to eligible Customers (see Section 4 below for Eligibility Requirements criteria) that elect to enroll in the feature through the Novo mobile or web application (the “Novo Application”).

Novo Boost enables you to receive early access to payouts made via ACH (“Payouts”) to your checking account (the “Novo Account”) held by MFS that is supported by eligible third party payment processing platforms (“Supported Platform(s)”). Novo will instruct MFS to issue a temporary provisional credit (the “Provisional Credit”) to your Novo Account in advance of settlement of the associated ACH transaction for eligible payouts, up to a specified amount (the “Limit”). The Limit is determined, and may be adjusted at any time, by Novo in its sole discretion. You can review your current Limit available in the Novo Application.

From time to time, Novo or MFS may increase or decrease your Limit or add additional limits to your use of Novo Boost, in their sole discretion without notice to you except as required by law, for security, risk, fraud prevention, or other reasons.

4. Eligibility Requirements

4.1

To enroll in Novo Boost, you must fulfill certain eligibility requirements.

4.1.1

Your Novo Account must be connected to one or more Supported Platforms. Contact us at [email protected].to learn more about Supported Platforms.

4.1.2

You must at all times have established and maintain a Novo Account in good standing;

4.1.3

You must have deposited at least $50 in your Novo Account prior to enrollment in Novo Boost;

4.1.4

You must have downloaded the Novo Application from either the iOS App Store or Google Play Store.

4.2

You must meet any additional eligibility criteria MFS or Novo may, at any time and in their sole discretion, require and / or meet any changes to existing eligibility requirements made by MFS or Novo.

4.3

If you initially fulfill the eligibility criteria and subsequently fail to fulfill such criteria, your access to Novo Boost may be suspended or terminated immediately and, except where required by law, without notice as determined by MFS or Novo in their sole discretion. By way of example, if you opt into Novo Boost and subsequently fail to maintain your Novo Account in good standing or if you fail to meet new eligibility requirements, Novo may (a) suspend your access to Novo Boost until your Novo Account is back in good standing; or (b) terminate your access to Novo Boost.

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5. Provisional Credit Particulars

5.1

Eligibility Requirements for Provisional Credit

5.1.1

Each Payout must meet certain eligibility requirements (the “Payout Eligibility Requirements”) before Provisional Credit will be issued to you. You can check whether your Payouts meet the Payout Eligibility Requirements any time within the Novo Application. The Payout Eligibility Requirements are determined by Novo in its sole discretion, and the Payout Eligibility Requirements may be adjusted from time to time by Novo in its sole discretion. Novo will keep an updated record of the Payout Eligibility Requirements available for access in the Novo Application.

5.2

Receiving Provisional Credit from Novo Boost

5.2.1

Once enrolled in Novo Boost, Novo will instruct MFS to issue a Provisional Credit to your Novo Account in the amount of all Payouts that meet the Eligibility Requirements, up to and not exceeding the Limit. Provisional Credit issued via Novo Boost will be added to your available balance. In other words, if the Limit is $5,000 and you receive a Payout of $7,000, Novo will instruct MFS to issue $5,000 as Provisional Credit and the remaining $2,000 amount of payment will be made available when the associated ACH transaction settles.

5.2.2

Each time Provisional Credit is issued for a Payout that meets the Payout Eligibility Requirements, you will receive an email and/or push notification that Novo has issued the Provisional Credit, including the amount of Provisional Credit issued.

5.2.3

Credit given to you with respect to an ACH entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we and MFS do not receive such final settlement, you are hereby notified and agree that we and MFS are entitled to a refund of the amount credited to you in connection with such entry, including, without limitation, as provided in Section 5.3 below, and the party making payment to you via such entry (i.e. the originator of the entry) shall not be deemed to have paid you in the amount of such entry.

5.3

Withdrawing Provisional Credit from Novo Boost

5.3.1

Provisional Credit issued via Novo Boost will be automatically withdrawn from your Novo Account in any of the following scenarios:

5.3.1.1

The ACH transaction associated with the relevant Payout clears and is added to your balance. Novo will notify you via email and/or push notification that the Provisional Credit has been withdrawn

5.3.1.2

The ACH transaction associated with the relevant Payout fails for any reason or is not added to your available balance within five (5) business days.

5.3.1.3

Enrollment in Novo Boost is canceled by you or Novo while Provisional Credit is still outstanding in your available balance.

5.3.1.4

Novo reserves the right to withdraw Provisional Credit in its sole discretion at any time.

5.3.2

If Novo is unable to withdraw the full amount of Provisional Credit from your Novo Account because the available balance is lower than the amount of Provisional Credit issued, Novo reserves the right to place your Novo Account into overdraft. Overdrafts resulting from Novo Boost are subject to the Understanding and Avoiding Overdraft and Nonsufficient Funds (NSF) Fees and Right of Offset provisions of the Novo Business Account Agreement.

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6. Cancellation by You

6.1

You may cancel your use of Novo Boost at any time in the Novo Application. To do so, you may “disconnect” any and all connected Supported Platforms in the Novo Application. If you cancel your use of Novo Boost, Novo will not issue Provisional Credit for any future Payouts. If you continue to meet Novo Boost’ Basic Requirements as outlined in Section 4 of these Terms, you may re-enroll at any time.

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7. Cancellation by Novo

7.1

Novo may terminate these Terms or suspend or terminate your use of Novo Boost for any reason at any time and without notice to you except where required by law. For example, this can happen if we find out you are using Novo Boost in a way that violates these Terms or the terms and conditions of any Additional Agreement. We may, but are not required except as otherwise provided under law, inform you of our decision via email and/or push notification. You agree that each of Novo and MFS will not be liable to you or any third-party for any costs, fees, or losses associated with the termination of your access to Novo Boost, including but not limited to, insufficient funds fees, late fees, legal fees or other charges.

Notwithstanding anything herein to the contrary, Novo reserves the right to disqualify Payouts and other transactions in connection with the Novo Boost feature that are not usual, customary, or, in Novo’s sole discretion, are structured or intended to abuse the Novo Boost feature or that Novo suspects may be fraudulent.

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8. Warranty Disclaimer

8.1

Novo Boost IS PROVIDED “AS IS,” “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NOVO, MFS AND EACH OF THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES (AND THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES) DO NOT WARRANT THAT: (I) NOVO BOOST WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH Novo Boost IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING NOVO BOOST WILL MEET YOUR REQUIREMENTS. YOUR USE OF Novo Boost IS SOLELY AT YOUR OWN RISK.

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9. Indemnification, Limitation of Liability, Termination

9.1

You agree to hold harmless and indemnify Novo and MFS and their subsidiaries, affiliates, officers, agents, and employees (and their subsidiaries, affiliates, officers, agents, and employees) from and against any claim, suit or action arising from or in any way related to your use of Novo Boost or your violation of these Terms, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Novo will provide you with written notice of such claim, suit or action.

9.2

IN NO EVENT SHALL NOVO OR MFS, OR THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES (AND THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES), BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (OR IN THE AGGREGATE) OF $500.00.

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10. Modification of Terms

10.1

Novo may, from time to time, modify these Terms. Such modifications shall be effective as soon as the modified version of the “Novo Boost” is posted on the Novo Website. We will also send you notification of any modification of these Terms via email and/or push notification. You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the top of then-current version of the “Novo Boost Terms and Conditions” on the Novo Website. Your use of the Novo Application following such changes constitutes your acceptance of the revised version of the “Novo Boost Terms and Conditions” on the Novo Website.

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11. General Provisions

11.1

These Terms represent the entire agreement between you, MFS and Novo with respect to Novo Boost. They supersede any other communications you have with us regarding Novo Boost, such as by email or phone. If any part of these Terms is found to be unenforceable or invalid, only that part will be removed or limited as needed, but the rest of these Terms will stay intact. No agency, partnership, joint venture, or employment relationship is created under these Terms, and neither you nor MFS nor Novo has any authority to bind the other in any way. The paragraph headings in these Terms are for convenience only and do not affect any provision’s meaning or interpretation.

11.2

All provisions of these Terms which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

11.3

We work with some third-party companies, such as payments processors. Novo is not responsible for any errors of or damages caused by any of these third-party companies.

11.4

These Terms are specific to the relationship between you, MFS and Novo, so you cannot transfer any part of these Terms between you and MFS to anyone else, or assign any part of your relationship with MFS to another person or organization.

11.5

We do not waive our rights by delaying or failing to exercise them at any time. If we decide to make a special exception and waive your obligation to follow any part of these Terms, we will notify you via email.

11.6

Novo Boost is currently in its beta version. User understands that it will be testing, evaluating, and providing feedback to Novo. User agrees to the terms and warranties associated with beta use, as delineated in Section 5 of the Novo Terms of Use Agreement.

11.7

If you have any questions or concerns, please contact us at: [email protected]