Effective Date: Dec 5, 2022 Novae Affiliate Agreement1. Authorization and Contract 1.1 By entering into this Affiliate Agreement on behalf of yourself, or on behalf of a company or other legal entity (“you” or “your”), you represent and warrant that you have the authority to accept these terms and conditions on behalf of yourself or such entity. 1.2 This Novae Affiliate Agreement (“Affiliate Agreement”) contains the complete terms and conditions that apply to you becoming an affiliate in Novae LLC’s Affiliate Program (the “Affiliate Program”). Please note that throughout this Agreement, “we”, “us”, “our”, or “Company”, refer to Novae, LLC. 1.3 By executing the Affiliate Agreement, you apply for legal authorization to become a Novae Affiliate, subject to the terms of this Affiliate Agreement, as it may be amended, or replaced in accordance with its terms . By agreeing to this Affiliate Agreement , you acknowledge that you have access, and agree, to Novae LLC’s Affiliate Program Policies and Procedures, as well as Novae LLC’s Compensation Plan document (collectively, the “Program Policies”), all of which are incorporated by reference into, and are a part of, this Affiliate Agreement. The Program Policies can be found at www.novaemoneytraining.com/documents. 2. Affiliate Acceptance 2.1 You must complete and submit an application to become a Novae Affiliate. Upon completion and submission of your application, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may contact you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application will be deemed rejected. 2.2 If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the Company grants you a revocable and limited right to participate in the Affiliate Program, subject to the terms and conditions of this Affiliate Agreement. In addition, you will need to complete any enrollment criteria set out in our Program Policies, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Affiliate Agreement and you will no longer be able to participate in the Affiliate Program. 2.3 If we auto-approve your application, this does not imply that we may not re-evaluate your application at a later time. We may reject your application in our sole discretion. 2.4 You must comply with the terms and conditions of this Affiliate Agreement at all times, including any applicable Program Policies. 2.5 This Affiliate Agreement does not create an exclusive agreement between you and us. Subject to the terms of this Affiliate Agreement, both you and we will have the right to recommend similar products and services of third parties, and to work with other parties, in connection with the sale, implementation, and use of similar services and products of third parties. 3. Purpose 3.1 The Affiliate Program provides individuals with the opportunity to (a) sell Company products and/or services to end-users and (b) enroll additional Affiliates into the Affiliate Program through its Referral Plan (described more fully below). 3.2 Affiliates must adhere to the Program Policies and will not require or encourage current or prospective customers or Affiliates to (a) participate in the Affiliate Program in any manner that varies from the Program Policies, or (b) to make any purchase from, or payment to, any third party to participate in the Affiliate Program other than as set forth in the Program Policies. 4. Affiliate Website Obligations 4.1 As an active Affiliate, Novae provides a replicated website of Novae’s corporate website, NovaeMoney.com and may provide other websites that are created and maintained by Novae LLC. If you have a personal website, that you had independently created that is live and fully operational through which you will conduct other marketing and advertising campaigns in connection with your participation in the Affiliate Program (“Your Website”) you will need to comply with the requirements in this Section 4 with respect to Your Website, as well as social media presence in connection with the Affiliate Program: 4.2 Your Website must not:
4.3 We reserve the right, at any time, to review your placement, and approve the use of, any links on Your Website, your NovaeMoney.com replicated website, or any Novae LLC websites provided to you and require that you change the placement or use to comply with the Program Policies and other guidelines provided to you, in our sole discretion. 4.4 You will be solely responsible for the development, operation, maintenance, and updating of any Website you operate outside of the websites provided by Novae LLC and your social media presence with updated information on any and all of Novae’s programs. 4.5 We may monitor Your Website as we feel necessary to ensure that it is up-to-date and to notify you of any changes that we feel would enhance your performance as a Novae Affiliate. 4.6 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to Your Website. You must have express permission to use any copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights. 5. Modification of Terms Because federal, state, and local laws, as well as the business environment, periodically change, Novae reserves the right to amend, or replace, the Agreement, including the Referral Plan, in its sole and absolute discretion. Amendments to, or replacement of, this Affiliate Agreement will be effective thirty (30) days following one of the following communication methods: Posting on the Company’s Website at NovaeMoney.com; Via electronic mail (e-mail); or in writing through other Company communication channels. 6. Electronic Communications 6.1 We can only give You the benefits of the Affiliate Program by conducting business through the Internet. Therefore, we need Your consent for us to communicate with You electronically. 6.2 This Section 6 informs you of your rights when receiving electronic communications from us. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications including, without limitation account terms and conditions, account statements, notices of change in account terms, notices of fee changes, responses to any questions you may have, and privacy and security notices (collectively, “Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. 6.3 Your consent to receive Communications and do business electronically, and our agreement to do so, apply to all of your interactions and transactions with us. You must keep us informed of any changes in your email or mailing address so that You continue to receive all Communications without interruption. Because the Communications contain important information required by law to be provided to you, you should retain a copy of each for your records. 7. Term and Termination 7.1 The term of this Agreement begins on our acceptance of your application to become a Novae Affiliate, and will end when terminated by either the Company or you upon thirty (30) days’ written notice. If you (a) materially breach this Agreement, (b) become insolvent, file a petition for bankruptcy or commence, or have commenced against you, proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or (c) cease to maintain an ongoing business, or change management or ownership (if a corporation or partnership). In our sole discretion, we may terminate this Agreement immediately upon written notice to you. 7.2 Upon termination of this Affiliate Agreement, you forfeit all rights to any commissions, referrals, or other remuneration in connection with your sales under this Affiliate Agreement and the Affiliate Program. We reserve the right to terminate all Affiliate Agreements upon thirty days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products via Affiliate channels. No termination of this Affiliate Agreement will relieve either party of any liability accruing under this Agreement prior to such termination. 8. Independent Contractor Status 8.1 You acknowledge and agree that (a) you are an independent contractor, and not a purchaser of a franchise or business opportunity, and (b) your success as a Novae Affiliate depends on your independent efforts. This Affiliate Agreement does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and you. You are responsible for paying local, state, and federal taxes due from all compensation earned as an Affiliate of the Company. You have no express or implied authority to bind the Company to any obligation, or to make any commitments by or on behalf of the Company. 8.2 As a self-employed independent contractor, you will be operating your own independent business selling products and services available through the Company for your own account. You may determine the number of hours you will devote to your business, and you have the sole discretion of scheduling such hours. If you earn over $600 in a calendar year, you will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns. 8.3 The Company is not (a) an agent or affiliate of any bank or lender, or (b) responsible for any acts or omissions of, or disclosures that may be required of, any bank or lender. 9. Confidential Information 9.1 You agree that, during the performance of this Affiliate Agreement, you will have access to certain confidential and proprietary information owned or licensed by Company, as well as information that Company is required by third parties to maintain as confidential, including, without limitation, the names and contact information of lenders, banks, agents, brokers, lending corporations, individuals and/or trusts, or buyers and sellers. (collectively, the “Confidential Information”). You understand and agree that the Confidential Information derives independent economic value to the Company by not being generally known to others, and by being subject to reasonable efforts by the Company to maintain its secrecy. 9.2 For purposes of this Affiliate Agreement, “Confidential Information” includes, without limitation, all written or oral information disclosed by the Company, which is identified as confidential at the time of disclosure, or that should be reasonably understood by you to be confidential by the nature of the information, or the circumstances of its disclosure. 9.3 You agree that the Company would be irreparably injured by a breach or threatened breach of this Section 9 by you and that the Company would not have an adequate remedy at law. Therefore, in the event of a breach or threatened breach by you of this Section 9, the Company will be entitled, in addition to any and all other remedies, to seek injunctive relief and specific performance. You further agree not to resist such application for relief on the basis that the Company has an adequate remedy at law, and agree to waive any requirement for the securing or posting of any bond in connection with such remedy. 10. Commissions and Referral Fees 10.1 Subject to the terms and conditions of this Agreement, and the Program Policies, as a Novae Affiliate, the Company will pay you a commission based on a percentage of qualified sales of eligible Novae products and/or services, as such qualified sales and eligible products and/or services are defined in the Compensation Plan Document (the “Commission”). Commissions will be as calculated in the Compensation Plan Document. 10.2 In order to qualify to earn commissions in Novae's compensation plan, an Affiliate's previous autopay must be paid or they must be "Five and Free" qualified (free autopay) within each monthly commission period. Autopay, here, is referring to the monthly fee associated with the Affiliate Program purchased when the Affiliate enrolled with Novae. It is the responsibility of the Novae Affiliate to ensure their autopay is successfully processed each month to qualify for commissions. Novae may attempt to contact Affiliates about unsuccessful payments but cannot guarantee contact due to emails being unsuccessfully delivered or checked. 10.3 Subject to the terms of this Agreement, and the Compensation Plan Document, the Company will pay you a fee for introducing the Company to prospective Novae Affiliates and Customers that make a qualifying purchase. (each a “Referral Fee”). 10.4 You will receive Commissions weekly, on each Thursday by 5pm PST, for qualified sales of eligible Novae, LLC products and/or services completed the prior week. The pay period sales window for such products and/or services is 12:00am PST Saturday through 11:59pm PST Saturday. The minimum Commission payment will be $20. If you earned less than $20 in Commissions, payment of your Commissions will be deferred into the following weeks until your accumulated Commissions equal or exceed $20. The Company will pay you your Commission payments by paper checks and send them to your address on file. If you wish to be paid via Electronic Funds Transfer, please follow the instructions on our website, in your Member’s Lounge or email communication, to be paid through direct deposit. To be paid via Novae Online Banking account, select the dropdown during withdrawal and select "Novae Pay" then enter your account information. 10.5 On a weekly basis, the Company provides an online statement itemizing the Commissions and Referral Fees you earned for the previous week (each, a “Statement”). You must review your Statements and report any discrepancies within thirty (30) days of your receipt. At the conclusion of this 30 day period, the Company will not consider any requests for Commission or Referral Fee recalculation and the will not be responsible for any errors, omissions, or problems not reported to the Company within 30 days. For additional information on Commission and Referral Fee payments, please review the Compensation Plan Document. 11. Novae Products and Services 11.1 You agree that you will not, at any time, make any representations or claims about any the Company’s products or services beyond those shown in sales and marketing materials produced, or authorized in writing, by the Company. 11.2 You agree that you will not submit any online application orders for any prospective customer nor prospective affiliate for Novae’s products and services. You agree that you will not submit any online application orders for any prospective customer nor prospective affiliate for any of Novae’s partner’s products and services. Novae takes forgery very serious. This practice is prohibited, and if caught, will lead to suspension or termination of the subject Affiliate’s account. In addition, Novae may take legal action against the subject affiliate that violates this section of the agreement. 12. Income Disclosure Policy The Company has developed an income disclaimer. This income disclaimer is designed to convey truthful, timely, and comprehensive information regarding the income that you and other Novae Affiliates can earn. To that end, a copy of this income disclaimer must be presented to all prospective Novae Affiliates. Copies of the income disclaimer may be printed or downloaded from our website at www.novaemoney.com/income-disclaimer. 13. Bonus Buying Prohibited “Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes: (a) the enrollment of individuals or entities without their knowledge, and/or their execution of an Affiliate Agreement; (b) the fraudulent enrollment of an individual or entity as an Affiliate or Customer; (c) the enrollment, or attempted enrollment, of non-existent individuals or entities as Affiliates or customers (phantoms); (d) purchasing Novae products or services on behalf of another Affiliate or customer, or under another Affiliate's or customer's ID number, to qualify for Commissions, Referral Fees, or bonuses; (e) purchasing excessive amounts of products or services that cannot reasonably be used or resold within thirty (30) days; and/or (f) any other mechanism or artifice intended to qualify for rank advancement, incentives, prizes, Commissions, Referral Fees, or bonuses that is not driven by bonafide product or service purchases by end user consumers. 14. Returned Product The initial fee paid by a Novae Affiliate comes with a ten (10) day satisfaction guarantee. However, subsequent payments for Novae products and services may only be refunded within three (3) days from the initial purchase date. Because the digital nature of the products and services and the immediacy of the benefits make a refund commercially impractical, all subsequent fees are non-refundable after the conclusion of this three-day period. 15. Use of Sales Aids While promoting the Company, or the Company’s Products and/or Services, you must use the advertising and marketing content, sales aids, and support materials produced or provided by the Company, including without limitation, banners, links, ad copies, Internet advertising, pictures and logos (collectively, “Sales Aids”). If you develop your own Sales Aids, they must be submitted to the Company for written approval prior to their use. Unless you receive express written approval to use the Sales Aids you develop, your request for permission to use such Sales Aids will be deemed denied, and your use of such Sales Aids without such permission will be deemed a breach of this Affiliate Agreement. You agree to safeguard and promote the good reputation of the Company ,its products and services at all times. 16. Non-Competition During the term of this Affiliate Agreement, and for a period of six (6) months thereafter, you must not sell, or entice others to sell, any products or services that compete with the Novae Products or Services. Any product or service in the same generic category as a Novae product or service will be deemed to be competing, regardless of differences in cost. 17. Non-Solicitation You agree that while you are an Affiliate, and for one (1) calendar year following termination of this Agreement, you will not (a) encourage, solicit, or otherwise attempt to recruit or persuade, any other Novae Affiliate to compete with Novae, or (b) recruit or solicit any of the individual customers or companies listed in the Novae customer database for a competing enterprise, unless you can prove that you had a bonafide existing relationship prior to this Agreement. 18. Constructive Criticism 18.1 The Company desires to provide its Affiliates with the best services and fee schedule possible. Accordingly, Novae values constructive criticism and encourages the submission of written comments addressed to Novae leadership. However, negative and disparaging comments about the Company, intended solely to damage Novae’s business represent a material breach of these Program Policies and may be subject to sanctions as deemed appropriate by the Company. 18.2 The Company will not tolerate public or private defamation of The Company, any of the Company’s officers, employees, nor other affiliates. Novae reserves the right to suspend or terminate an Affiliate’s position in it’s sole discretion as a result of rude behavior, which includes but is not limited to, yelling verbally at customer service employees, using profanity verbally, via text, or online through various communication channels, posting negative messages on social media about the company, employees, and or other affiliates or customers of Novae. 19. Intellectual Property 19.1 You acknowledge and agree that proprietary and confidential information compiled or maintained by the Company, including, without limitation, its database of prospective and existing customers, is unique to the Company, and provides it with a competitive advantage. As such, this information constitutes trade secrets of the Company. During the term, and subject to the terms, of this Affiliate Agreement, the Company grants you a personal, non-exclusive, non-transferable and revocable right to use these trade secrets solely for purposes of promoting your business in accordance with this Affiliate Agreement. 19.2 You acknowledge and agree that all right, title, and interest in the Company’s intellectual property, including, without limitation, its trade secrets, documentation, data, know-how, methodologies, software, trademarks, tradenames, patents, copyrights, and other materials, are owned exclusively by the Company and its licensors (collectively, the “Intellectual Property Rights”). Except as otherwise provided in this Affiliate Agreement, no license to the Intellectual Property Rights is granted by this Affiliate Agreement, and you acknowledge and agree that Company, and its licensors, retain ownership of all Intellectual Property Rights. You will not copy, rent, lease, sell, distribute, or create derivative works based on, the Intellectual Property Rights, in whole or part. 19.3 You agree to use the Company’s trademarks and copyrights in the form and manner, and with appropriate legends, as permitted by the Company. All promotional materials supplied, or created, by the Company must be used in their original form and cannot be changed, amended, or altered without the prior written approval of the Company. Unauthorized reproduction of company’s marketing material is strictly prohibited and could lead to Novae Affiliate account suspension or termination. 19.4 You grant the Company a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Affiliate Agreement. 20. Affiliate Representations and Warranties 20.1 You represent and warrant that: (i) you have all necessary and sufficient rights and permissions to participate in the Affiliate Program, (ii) your participation in the Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use, the Affiliate Marks. 20.2 You further represent and warrant that: (i) you will ensure that you comply with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Novae Affiliate on any of your Website(s)); (ii) you will not purchase ads that direct users to your Website(s), or through a link, that could be considered as competing with the Company’s own advertising, and (iii) the services offered and provided by the Company do not constitute any professional advice to which license or certification is required. Accordingly, we recommend that Affiliates seek independent professional assistance and advice regarding this Affiliate Agreement and any collateral agreements, including having such agreements reviewed by appropriate professionals, including attorneys. 21. Jurisdiction and Governing Law This Affiliate Agreement will be governed by the laws of the State of Georgia applicable to contracts executed and performed entirely in that state. You agree that that any litigation, action or proceeding relating to this Agreement not required to be arbitrated pursuant to Section 22 of this Affiliate Agreement, must be instituted in any state or federal court in Georgia, and (ii) you waive any objection which you might have with respect to jurisdiction, venue, or forum. Nothing in this Section 21 will affect the Company’s right to serve process in any other manner permitted by law or to proceed against you in any other court in which you are subject to suit. 22. Dispute Resolution All disputes and claims relating to Novae, its products and services, the rights and obligations of an Affiliate and the Company, or any other claims or causes of action relating to the performance of either an Affiliate or Novae under this Affiliate Agreement shall be settled totally and finally by arbitration in Georgia or such other location as we prescribe, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. The law governing this arbitration will be Georgia law. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent Novae from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. 23. Indemnification You agree to indemnify, defend, and hold harmless, the Company, its subsidiaries, affiliates, and their respective officers, directors, trustees, employees and representatives (each an “Indemnified Party”), from and against any and all losses, damages, and liability awarded by a court, or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs, arising out of (i) any of your acts or omissions, (ii) your breach of this Affiliate Agreement, or (iii) any representations and/or warranties you make regarding the Company’s products and/or services not expressly contained in the Program Policies. 24. Affiliate Fraud & Chargeback Policy 24.1 In order to assist the Company in protecting it from spurious fraud claims, it is recommended that you have your customers complete a Novae paper application, sign the front, and initial the back. This is in addition to enrolling them online through your Affiliate Website. If the customer enrolls on your Affiliate Website, have them complete the application but only place the last 4 numbers of their credit card and CVV code on the application, in addition to ALL the other information. Keep the application for your records for use with a customer who is not being truthful about their fraud claims, should it be necessary . If we are contacted by a bank or credit card company about potential fraud claims by a customer, we can supply this paper application to prove otherwise. 24.2 If we are contacted by a bank or credit card company about one of your customers claiming fraud, and they have charged back their payment, your Affiliate account will be: a. accessed a $50 fee per chargeback debited from your Personal Account. b. debited the original Commission and Sales Volume you received for the customer. 24.3 If you supply us with the signed paper application for the customer claiming fraud, we will reverse this chargeback fee and reverse the Commission debit . If a customer does a chargeback for whatever reason, and wants to reactivate their service with us, they will be required to sign credit card authorization forms and the application. In addition, they will have to pay a $50 reactivation fee. 24.4 You are electronically agreeing to the no chargeback policy and the no refunds beyond the stated refund policy terms. You understand that if you submit a chargeback against these terms, this is considered a form of fraud and there may be legal action taken against you based upon the circumstances. 25. Disclaimer of Warranties WE, AND OUR AFFILIATED COMPANIES AND AGENTS, MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE NOVAE PRODUCTS AND SERVICES, COMPANY CONTENT, OR THE AFFILIATE PROGRAM FOR ANY PURPOSE. THE NOVAE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE NOVAE PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 26. Damages; Disclaimer and Limitation of Liability 26.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 26.2 THE CUMULATIVE LIABILITY OF THE COMPANY TO YOU FOR ALL CLAIMS, INCLUDING NEGLIGENCE, ARISING FROM OR RELATING TO THIS AFFILIATE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE LESSER OF $1,000.00 OR THE TOTAL AMOUNT OF ALL ACTUAL COMMISSIONS PAID TO YOU UNDER THIS AFFILIATE AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY IN THIS SECTION 26 ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AFFILIATE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 26.3 The Company will not be liable for any damages, losses, costs, claims or expenses with respect to any legal or compliance violation arising out of or related to your, your related parties’, or any other Affiliates’ use, of the Novae Products or Services. 26.4 The limitations of liability in this Section 26 are intended to apply without regard to whether other provisions of these terms and conditions have been breached or proven ineffective. The disclaimers, exclusions, and limitations of liability in this Affiliate Agreement form an essential basis of the bargain between the parties and, absent any such disclaimers, exclusions, or limitations of liability, the provisions of this Affiliate Agreement, including, without limitation, the economic terms, would be substantially different. The limitations of liability in this Affiliate Agreement will in no way be affected by the legal theory or form under which any action is brought. Further, these limitations are independent from all other provisions of this Affiliate Agreement and will apply notwithstanding the failure of any remedy provided under this Affiliate Agreement. 27. Miscellaneous 27.1 Amendment; No Waiver. We may update and change any part or all of this Affiliate Agreement, including by replacing it in its entirety. If we update or change this Affiliate Agreement, the updated Affiliate Agreement will be made available to you via email or in your Novae Affiliate Member’s Lounge that’s located on NovaeMoney.com. The updated Affiliate Agreement will become effective and binding on the next business day after we have notified you. When we change this Affiliate Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version at NovaeMoney.com. We encourage you to review this Affiliate Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion. 27.2 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic or epidemic, or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Affiliate Agreement. 27.3 Compliance with Applicable Laws. You will comply, and will ensure that any third parties performing activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You will not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, other Affiliates, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Novae Products or Services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Novae Products or Services to prohibited countries or individuals or permit use of the Novae Products or Services by prohibited countries or individuals. 27.4 Severability. If any part of this Affiliate Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Affiliate Agreement will continue in effect. 27.5 Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To NovaeMoney.com: To you: your address as provided in our Affiliate account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. 27.6 Entire Agreement. This Affiliate Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us concerning the Affiliate Program. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or Website. Our obligations are not contingent on the delivery of any future functionality or features of the Novae Products or Services, or dependent on any oral or written public comments made by us regarding future functionality or features of the Novae Products or Services. 27.7 Assignment. You will not assign or transfer this Affiliate Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Affiliate Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law. 27.8 No Third Party Beneficiaries. Nothing in this Affiliate Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Affiliate Agreement. 27.9 Program Policies. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference. 27.10 No Licenses. We grant to you only the rights and licenses expressly stated in this Affiliate Agreement, and you receive no other rights or licenses with respect to us, the Novae Products or Services, our trademarks, or any other property or right of ours. 27.11 Sales by Novae, LLC. This Affiliate Agreement will in no way limit our right to sell the Novae Products or Services, directly or indirectly, to any current or prospective customers. 27.12 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Affiliate Agreement and that it is binding upon such party and enforceable in accordance with its terms. 27.13 Counterparts. This Affiliate Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Affiliate Agreement delivered by e-mail, or other means of electronic transmission, is deemed to have the same legal effect as delivery of an original signed copy of this Affiliate Agreement. 27.14 Survival. The provisions of this Affiliate Agreement which expressly, or by their terms, survive or ought to survive expiration of termination of this Affiliate Agreement will survive. All Rights Reserved 2022-2023 NOVAE, LLC DBA NOVAE MONEY |