1. Acceptance of Terms
- This document (the “Agreement” or the “Terms”) governs your use of Novo Platform Inc.’s Instant Payouts feature (“Novo Instant Payouts”). By enrolling in Novo Instant Payouts, you agree to be bound by the terms of this Agreement. If you do not agree to be bound by these Terms, you cannot access Novo Instant Payouts. If you have any questions about these Terms, please contact us at firstname.lastname@example.org
2. Incorporation of Other Agreements
3. Novo Instant Payouts Description
- Novo Instant Payouts is an optional, no fee service for which you must meet certain qualification criteria (see Section IV below for Basic Requirements criteria) and enroll in through the Novo mobile or web application (the “Novo Application”). In order to enroll in Instant Payouts, you must connect to one or more integrations marked in the Novo Application as supporting Instant Payouts (each, a “Marketplace Integration”). Marketplace Integrations are API integrations between Novo and a payment processor or other third party platform providing access to payments, and you may be connected to more than one Marketplace Integration at a time. Novo Instant Payouts enables you to receive early access to payouts made via ACH (“Marketplace Payouts”) to your Novo checking account (the “Novo Account”) from third party platforms with which Novo supports a Marketplace Integration. Novo will issue a temporary provisional balance (the “Provisional Credit”) to your Novo Account in advance of settlement of the associated ACH transaction for eligible Marketplace Payouts, up to a specified amount (the “Limit”). The Limit is determined by Novo in its sole discretion, and the Limit may be adjusted from time to time by Novo in its sole discretion. Novo will keep an updated record of the Limit available for access in the Novo Application.
4. Basic Requirements
- To enroll in Novo Instant Payouts, you must fulfill certain basic requirements.
- You must be 18 years of age or older;
- You must have a Novo Account in your name in good standing;
- You must have deposited at least $50 in your Novo Account;
- You have downloaded the Novo Application from either the App Store or Google Play Store and connected a Marketplace Integration.
- In addition, Novo may, at any time and in its sole discretion, determine additional requirements or changes to existing requirements that you must fulfill in order to enroll in Novo Instant Payouts.
- If you initially fulfill the eligibility criteria and subsequently fail to fulfill such criteria, your access to Novo Instant Payouts may be suspended or terminated as determined by Novo in its sole discretion. By way of example, if you opt into Novo Instant Payouts and subsequently your Novo Account falls out of good standing or if you fail to meet new requirements, Novo may (a) suspend your access to Novo Instant Payouts until your Novo Account is back in good standing; or (b) terminate your access to Novo Instant Payouts.
5. Provisional Credit Particulars
- Eligibility Requirements for Provisional Credit
- Each Marketplace Payout must meet certain eligibility requirements (the “Eligibility Requirements”) before Provisional Credit will be issued. You can check whether your Marketplace Payouts will meet the Eligibility Requirements any time within the Novo Application. The Eligibility Requirements are determined by Novo in its sole discretion, and the Eligibility Requirements may be adjusted from time to time by Novo in its sole discretion. Novo will keep an updated record of the Eligibility Requirements available for access in the Novo Application.
- Receiving Provisional Credit from Novo Instant Payouts
- Once enrolled in Novo Instant Payouts, Novo will issue Provisional Credit to your Novo Account in the amount of all Marketplace Payouts that meet the Eligibility Requirements, up to and not exceeding the Limit. Provisional Credit issued via Novo Instant Payouts will be added to your available balance.
- In other words, if the Limit is $5,000 and you receive a Marketplace Payout of greater than $5,000, Novo will issue $5,000 as Provisional Credit early and the remaining amount of the Marketplace Payout will be made available when the associated ACH transaction settles.
- Each time Provisional Credit is issued for a Marketplace Payout that meets the 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.
- Withdrawing Provisional Credit from Novo Instant Payouts
- Provisional Credit issued via Novo Instant Payouts will be automatically withdrawn from your Novo Account in any of the following scenarios:
- The ACH transaction associated with the relevant Marketplace 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
- The ACH transaction associated with the relevant Marketplace Payout fails for any reason or is not added to your available balance within five (5) business days.
- Enrollment in Novo Instant Payouts is cancelled by you or Novo while Provisional Credit is still outstanding in your available balance.
- Novo reserves the right to withdraw Provisional Credit in its sole discretion at any time.
- 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 Instant Payouts are subject to the Understanding and Avoiding Overdraft and Nonsufficient Funds (NSF) Fees provision of the Novo Business Account Agreement.
6. Cancellation by You
- You may cancel your use of Novo Instant Payouts at any time. To do so, you may “disconnect” any and all connected Marketplace Integrations in the Novo Application. If you cancel your use of Novo Instant Payouts, Novo will not issue Provisional Credit for any future Marketplace Payouts. If you continue to meet Novo Instant Payouts’s Basic Requirements as outlined in Section 4 of the Agreement, you may re-enroll at any time.
7. Cancellation by Novo
- Novo may terminate this Agreement or suspend or terminate your use of Novo Instant Payouts for any reason at any time upon notice to you. For example, this can happen if we find out you are using Novo Instant Payouts in a way that violates these Terms. We will inform you of our decision via email and/or push notification, and you can always talk to our support team if you have questions. You agree that Novo or 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 Instant Payouts, including but not limited to, insufficient funds fees, late fees, legal fees or other charges.
8. Warranty Disclaimer
- NOVO INSTANT PAYOUTS 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 INSTANT PAYOUTS 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 INSTANT PAYOUTS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING NOVO INSTANT PAYOUTS WILL MEET YOUR REQUIREMENTS. YOUR USE OF NOVO INSTANT PAYOUTS IS SOLELY AT YOUR OWN RISK.
9. Indemnification, Limitation of Liability, Termination
- 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 Instant Payouts 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.
- IN NO EVENT SHALL NOVO OR MFS, NOR 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.
10. Modification of Terms
- Novo may, from time to time, modify these Terms. Such modifications shall be effective as soon as the modified version of the “Novo Instant Payouts” 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 Instant Payouts 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 Instant Payouts Terms and Conditions” on the Novo Website.
11. General Provisions
- These Terms represent the entire agreement between you, MFS and Novo with respect to Novo Instant Payouts. They supersede any other communications you have with us regarding Novo Instant Payouts, 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 this Agreement, 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.
- All provisions of these Terms which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- 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.
- This Agreement is specific to the relationship between you, MFS and Novo, so you cannot transfer any part of the Agreement between you and MFS to anyone else, or assign any part of your relationship with MFS to another person or organization.
- 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 in writing.
- If you have any questions or concerns, please contact us at: email@example.com