Effective Date: 9/8/2026

1. Overview

These Novo Direct Terms and Conditions (the "Terms") govern your use of the Novo Direct instant-transfer functionality that Novo Platform Inc. ("Novo," "we," "us," or "our") makes available through its software platform to each Novo business account holder that accesses, initiates, or receives Novo Direct ("you" or "your"). Through Novo Direct, you instruct Middlesex Federal Savings, F.A. ("Bank," Member FDIC) to transfer funds instantly and irrevocably between two Novo business checking accounts held at Bank ("Novo Direct Transfers"). Novo does not receive, hold, or transmit funds in connection with Novo Direct.

2. Consent

By enrolling in, accessing, or using Novo Direct after these Terms are made available, or by accepting these Terms, you acknowledge that you, as both a Sender and a Recipient, are bound by them. If you do not agree to these Terms, you may not use Novo Direct. When you complete the in-app confirmation flow, you authorize Novo to immediately debit your account (the “Sender” account) and credit the designated recipient’s Novo account (the “Recipient” account). You are responsible for verifying the Recipient’s identity and the accuracy of the transfer amount before submitting.

3. Commercial Use Certification

You certify that Novo Direct Transfers under these Terms will be used only for commercial purposes. Both the Sender and Recipient accounts must be Novo business accounts, and Novo Direct Transfers may not be used for personal, family, or household purposes. You acknowledge that non-commercial use of Novo Direct may not be covered by these Terms’ protections.

4. Nature of the Transfer

Novo Direct Transfers are not processed through the ACH network, or any other external funds-transfer or payment system. Because the transfer is an on-us book entry, funds are debited and credited simultaneously upon submission and settle instantly on any day and at any time, without cutoff windows, processing queues, or next-business-day settlement cycles applicable to other payment methods.

5. Finality and Irrevocability

Once submitted, a Novo Direct Transfer is final and irrevocable for you as Sender, and you may not cancel, stop, amend, or reverse it. Subject to Section 6 (Novo’s Reservation of Rights), Novo has no obligation to recover funds from a Recipient after execution.

6. Novo’s Reservation of Rights

Notwithstanding a submitted Novo Direct Transfer’s finality for you as Sender, Novo may, before or after execution, hold, delay, freeze, decline, limit, or reverse the transfer or any resulting credit to a Recipient’s account for any risk-management, fraud-prevention, compliance, or legal reason. We may act with or without prior notice, and may impose or adjust limits on the amount or frequency of Novo Direct Transfers at our sole discretion.

You, as either a Sender or a Recipient, consent to those holds, debits, freezes, and reversals and to returning funds erroneously or fraudulently credited to a Recipient’s account.

Our exercise of these rights does not obligate us to recover funds for you or complete or re-execute any transfer. We are not liable for any delay, non-completion, hold, freeze, decline, debit, or reversal taken in good faith under this Section. At our sole discretion, we may take reasonable measures to attempt recovery of misdirected funds at your request but are not liable if recovery fails. A recovery attempt is a courtesy and does not obligate us to make you whole.

7. Accuracy of Information

You are responsible for providing accurate Recipient information for each Novo Direct Transfer, including the correct Novo account number. We are not responsible for errors or losses resulting from inaccurate or incomplete information you provide. We may rely on the account number or identifying number you provide to execute a transfer and have no duty to verify that a name and account number refer to the same person. If you provide a valid account number that does not correspond to the intended Recipient, you bear the risk of loss.

8. Fees

You agree to pay all applicable fees. Any fees will be disclosed in the in-app confirmation flow and may be automatically debited from your account when the transfer is processed.

9. Limits and Restrictions

We may set and adjust limits on the amount and frequency of Novo Direct Transfers as described in Section 6. Novo Direct Transfers are subject to verification, fraud monitoring, velocity holds, and identity-verification thresholds, and to the holds, limits, and other actions described in Section 6. You must have sufficient funds available in your account upon submission.

10. Security Procedures

You agree our commercially reasonable security procedures are mandatory conditions of your access to and use of Novo Direct. You must follow all security procedures we require to initiate Novo Direct Transfers, including keeping your account credentials, multi-factor authentication methods, and authorized devices confidential. We may request additional information from you to verify transfers.

We reserve the right to refuse any Novo Direct Transfer instruction that cannot be verified as authorized by you. You agree that our security procedure is commercially reasonable under UCC Article 4A. A Novo Direct Transfer accepted by us in good faith and in compliance with the agreed security procedure is deemed authorized, and you are bound by that transfer whether or not it was actually authorized. If you reject a commercially reasonable security procedure we offer and elect an alternative, you are bound by any transfer accepted under the alternative procedure, whether or not authorized.

11. Fraud Notification

NOVO WILL NEVER ASK YOU TO SEND A NOVO DIRECT TRANSFER TO “VERIFY,” “PROTECT,” OR “SECURE” YOUR ACCOUNT. ANY SUCH REQUEST IS FRAUDULENT. DO NOT COMPLY. LIKEWISE, NOVO WILL NEVER ASK YOU TO SHARE A ONE TIME PASSCODE (“OTP”) AT ANY TIME. ANY SUCH ACTION IS FRAUDULENT.

You must send Novo Direct Transfers only to recipients whom you personally know and trust and must verify each recipient’s identity through independent means before transferring funds. We are not liable for transfers to unintended recipients resulting from social engineering, impersonation, or other scams. If you suspect unauthorized account access or a fraudulent Novo Direct Transfer, you must immediately contact us at support@novo.co and change all your account credentials.

12. Error and Dispute Reporting

You must carefully review your account activity regularly and promptly report any unauthorized transfer, or any transfer erroneously executed or duplicated by Novo, to us at support@novo.co. Reporting does not cancel or reverse a transfer, which is final under Section 5; any hold, reversal, or recovery is not guaranteed and is at Novo’s sole discretion under Section 6.

13. Liability

We will use reasonable efforts to process Novo Direct Transfers accurately. but are not liable for delays, errors, or failures caused by events beyond our reasonable control.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR NOVO MAY RECOVER CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING LOST PROFITS) ARISING FROM A NOVO DIRECT TRANSFER, AND NOVO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY NOVO DIRECT TRANSFER WILL NOT EXCEED THE LESSER OF (A) THE AMOUNT OF THE NOVO DIRECT TRANSFER GIVING RISE TO THE CLAIM AND (B) $100.

EXCEPT AS EXPRESSLY PROVIDED, NOVO DIRECT IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOVO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

14. Erroneous or Duplicate Execution by Novo

If we erroneously execute or duplicate a Novo Direct Transfer or credit a Recipient’s account above the instructed amount, we may reverse the erroneous or duplicate entry and recover the excess or erroneous amount from the applicable account or accounts. Recipient must promptly return funds to which they are not entitled. Our liability for our own error under this Section is limited to the erroneous transfer amount and excludes interest except to the extent interest is required by applicable law.

15. Set-Off

To recover amounts you owe us (including in connection with a hold, reversal, or recovery under Section 6), we may, without prior notice to you, except as required by applicable law, debit or set off against any Novo account you hold any amount you owe or may owe us in connection with a reversed or erroneous Novo Direct Transfer, an over-credit, unpaid fees, or any loss or expense for which you are obligated to indemnify us. This right is in addition to any other right of set-off, recoupment, or collection available to us under applicable law or the terms governing your Novo accounts.

16. Indemnity

You shall indemnify Novo and its parent, subsidiaries, predecessors, successors, affiliates, directors, officers, fiduciaries, insurers, employees, and agents against any claim, demand, loss, liability, or expense (including reasonable attorneys’ fees, penalties, fines, or interest) resulting from your transfer instructions, breach of these Terms, or any request by you to attempt recovery of a completed transfer.

17. Modifications to these Terms

We reserve the right to modify, suspend, or discontinue the Novo Direct service temporarily or permanently, with or without notice, and will provide notice of material changes. We may update these Terms periodically and may communicate changes electronically, including by posting updated terms on our website or mobile application. These Terms will always indicate their latest revision date. Your continued use of Novo Direct after notice or posting of changes constitutes acceptance of and agreement to be bound by the changes. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the service.

18. Termination

We reserve the right to terminate these Terms and your access to Novo Direct at any time, including without prior notice if you violate these Terms or applicable laws.

19. Governing Law

Rights and obligations arising from these Terms are subject to the laws of New York and governed by and construed in accordance with Article 4A of the Uniform Commercial Code.

20. Dispute Resolution

Any court proceeding permitted under this Section, including an action to compel or enforce arbitration or seek temporary, preliminary, or injunctive relief, must be brought exclusively in the state or federal courts located in New York. You and Novo each consent to those courts’ exclusive jurisdiction and venue.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NOVO EACH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY NOVO DIRECT TRANSFER.

Except for claims eligible for small-claims court and actions to compel or enforce arbitration or seek temporary, preliminary, or injunctive relief, disputes arising out of or relating to these Terms or any Novo Direct Transfer will be resolved by binding arbitration. Arbitration will be conducted only on an individual basis; you and Novo each waive any right to participate in or bring a class, collective, representative, or private-attorney-general action, and the arbitrator may not consolidate claims or award relief to anyone other than the individual parties.

21. Survival

Termination or expiration of these Terms will not affect rights or obligations that by their nature should survive. Without limitation, Sections 6 (Novo’s Reservation of Rights ), 13 (Liability, including its limitation-of-liability and disclaimer provisions), 15 (Set-Off), 18 (Indemnity), and 20 (Dispute Resolution) survive termination.

22. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

23. Entire Agreement

These Terms, and any terms expressly incorporated by reference constitute the entire agreement between you and Novo regarding Novo Direct and supersede all prior or contemporaneous agreements and communications concerning Novo Direct, except to the extent a written agreement expressly states otherwise. You may not assign or transfer these Terms or any rights or obligations under them without Novo’s prior written consent.