This Rewards Program Agreement (the “Agreement”) is a binding agreement between Nova Network, Inc., a Delaware corporation (“Nova”) and the person or entity entering into this Agreement (“Participant”, “you”, or “your”) (each a “Party” and collectively the “Parties”). This Agreement shall be effective (the “Effective Date”) beginning with, and govern your use of, Nova’s rewards program services (the “Program”) which are included within and form part of Nova’s Service. This Agreement is also governed by and incorporated into the Terms you entered into with Nova upon creation of your Account, regardless of whether you entered the Agreement as a Creative or a Client. In the event of any conflict between this Agreement and the Terms, this Agreement shall control.

1. Process. Participant shall make a discounted sign-up process known and/or available to certain potential users as Nova Creative users (“Users”) as agreed between Nova and Participant in writing and solely via the preferred method provided by Nova or as otherwise authorized by Nova in writing. Nova may reject any user for any reason at its sole discretion. For accepted users, Nova shall pay Participant an Award as set forth below.

2. Requirements for Payment. For Participant to receive a referral award (an “Award”), (i) the User must not have been a previous customer of Nova and must not have requested any prior refunds from Nova or its service providers, (ii) the User must become and be accepted by Nova as a customer; (iii) Nova and the User must enter into a valid and binding Services agreement; (iv) the User must make either monthly or annual payments for the Services (other purchases, such as day pass purchases do not qualify); (v) Participant must claim the Award within the Participant’s user Account and Participant must have a valid Nova Wallet as set forth in this Agreement (together the “Requirements for Payment”); (vi) Participant must have a valid Nova Wallet account set up in a country supported by Nova Wallet services. To claim a reward the participant must have a Nova Wallet account in: United States, United Kingdom, France, Germany, Spain, Mexico or Canada.

3. Discount; Award; & Payment. 

   Nova shall pay to Participant the following Award: Five USD ($5) for each User that becomes a paying customer of Nova subject to the Requirements for Payment listed above.

   Nova shall remit the Award to Participant within sixty (60) days following Nova’s receipt of payment from a User for the Services rendered in the applicable calendar month. Participant hereby acknowledges and agrees that Participant shall be solely responsible for any and all taxes, duties, value-added tax (VAT) charges, and similar taxes and fees that are or may be levied or imposed by any governmental authority with respect to Awards paid to Participant hereunder, including, without limitation, any taxes on Participant’s income. Participant further acknowledges and agrees that the Award shall be subject to any and all fees that may be charged by Stripe in connection with the processing and disbursement of such Award (including, without limitation, fees for processing withdrawals), and Nova shall have no liability or responsibility whatsoever for such fees. 

   In the event that Nova is required to refund or reduce the prices of its Service to a User as a result of any actions or omissions by Participant, Nova shall have the right to reclaim any Awards paid to the Participant relating to the affected User. The amount to be reclaimed shall correspond to the total amount of the refund or price reduction granted to the User (the “Clawback Amount”). Nova may, at its sole discretion, deduct the Clawback Amount from any future Awards payable to the Participant or require the Participant to repay such amounts within thirty (30) days of written notice. This provision shall survive the termination or expiration of this Agreement.

4. Nova Wallet. 

   Nova utilizes Stripe Payments Company (“Stripe”) to facilitate payment of Awards and Participant agrees to be bound by the Stripe Terms (as defined below). For the avoidance of doubt, the Stripe service is a Third-Party Link, as defined in the Terms.

   Through the Nova Wallet feature of the Service (the “Wallet”), Participant can receive, hold and retrieve Award payments. Participant has sole control over which bank accounts are linked to Participant’s Nova account and over whether, when and how funds are retrieved from Participant’s Wallet account.

   Upon your completion of signing up for the Program, Stripe may conduct a Know Your Customer and/or Know Your Business check in order to pre-authorize Participant for a Wallet account. Only when Participant expressly elects to the use of the Wallet by clicking on “Create Nova Wallet” (or similar) button within the Service, and assuming a satisfactory completion of the Know Your Customer and/or Know Your Business check, a Wallet account will be setup and activated. By agreeing to these Terms, Participant expressly consents to Stripe conducting a Know Your Customer and/or Know Your Business check on Participant and/or Participant’s business. Nova has no control over whether Stripe’s review is successful. These checks may include:

   • asking Participant for further information, such as a user’s date of birth, a social security or taxpayer identification number, physical address, and other information that will allow Nova to reasonably identify Participant;

   • requiring Participant to take steps to confirm ownership of Participant’s email address, phone number or financial instruments;

   • ordering a credit report from a credit reporting agency, or verifying Participant’s information against third-party databases or through other sources; or

   • requiring Participant to provide Participant’s driver's license or other identifying documents.

   Anti-money laundering and counter-terrorism financing laws may require that Nova verify the required identifying information if Participant uses certain Service. Nova reserves the right to close, suspend, or limit access to Participant’s Wallet and/or the Program participation in the event that, after reasonable enquiries, Nova or Stripe is unable to obtain information about Participant required to verify Participant’s identity.

   It is Participant’s sole responsibility to maintain Participant’s Wallet account. If Participant does not wish to keep Participant’s Wallet account active, it is Participant’s responsibility to request that Nova deactivate it. Once any funds are within Participant’s Wallet, Nova has no ability or responsibility for such funds, which are in sole control of Participant. Nova shall have no liability for Participant’s inability to retrieve any funds from a Wallet.

   By using the Wallet feature as part of the Services, Participant authorizes Nova to create an account (“Stripe Account”) with Stripe Payments Company (“SPC”) and agree to be bound by the Connected Account Agreement and the Stripe Services Agreement, including all related policies, and updates and modifications SPC or Stripe, Inc. may make to any of the same (collectively, the “Stripe Terms”). Participant further agrees that any necessary banking services related thereto will be provided by Stripe’s applicable banking partner(“Bank”). Nova is the Platform Provider under the Stripe Terms and Participant authorize Nova to access, initiate Financial Account Transactions (as defined in the Stripe Term), make deductions, and otherwise provide instructions to Stripe on Participant’s behalf in connection with the Stripe Account through the Wallet.

   Nova reserves the right to terminate or suspend access to the Wallet in its sole discretion if Participant is in violation of this Agreement, the Terms, the Stripe Terms or if Nova reasonably suspects any fraudulent or illegal activity through the Wallet or Account.

   For the avoidance of doubt, and as mentioned above, Stripe and Bank are Third-Party Links services, as defined in the Terms. Participant agrees that Participant is solely responsible for all Financial Account Transactions through the Wallet and Stripe Account and that Nova has no responsibility for the services provided by Stripe and Bank.

   Please refer to the Stripe Services Agreement to report any errors or dispute charges related to the Wallet. If Participant has a complaint regarding the Wallet, please contact Stripe at issuing-complaints@stripe.com. If Nova receives a complaint regarding the Wallet, Nova will forward that complaint to Stripe for further response.

5. Prohibited Businesses. Participant represents, warrants, and covenants that all Materials Participant submits are accurate, complete, and not misleading, Participant meets the eligibility requirements for any program for which Participant are applying for funding through the Services, and Participant will not use the Services to engage in any illegal business, commit any fraud or violate any applicable laws and regulations. Participant represents, warrants, and covenants that Participant is not engaged, and will not engage, in any restricted businesses as described in the Stripe Restricted Businesses policy. If Participant is using the Wallet feature, then Participant also hereby represents, warrants, and covenants that Participant is using the Wallet only in connection with commercial business activities and not for any personal, household or family purpose.

6. Unauthorized Representations; No Authority. Participant shall not make any representations, warranties, or guarantees to Users that are deceptive or misleading. Participant is not an agent of Nova and has no authority to execute contracts on Nova behalf. Participant agrees to take all commercially reasonable steps to preserve and protect the goodwill and reputation of Nova. Participant shall not engage in any conduct which may damage Nova reputation. This Agreement is non-exclusive. The Parties understand and agree that Nova has the right to solicit Users directly and to appoint any number of additional of entities to participate in Nova’s affiliate program.

7. Representations and Warranties; Disclaimer. NOVA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO PARTICIPANT OR TO ANY PERSON OR ENTITY IN RELATION TO THIS AGREEMENT, AND NOVA HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

8. Term and Termination. The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms of this Section 8. Nova may terminate this Agreement for its convenience at any time by providing Participant with written notice of termination. Participant may terminate this Agreement if Nova material breaches a term of this Agreement and does not cure such breach within thirty (30) days of Participant notifying Nova of such breach in writing. Any provisions that are intended by the Parties to, or by their nature must, survive termination or expiration, shall so survive the termination or expiration of this Agreement. If this Agreement is terminated or expires for any reason.

9. Indemnity. You agree to indemnify and hold Nova (and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents) harmless from any claim or demand, and any related liability, damage, loss or expense, including costs and attorneys’ fees, caused by or arising out of (a) your participation in the Program; (b) your violation of this Agreement; (c) your violation of applicable laws or regulations; and (d) any representation you make regarding Nova, the Service, or Nova’s affiliates, including Stripe and Bank and (e) any dispute or issue between you and any third party, including another user of the Service. Nova reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Nova. Nova will use reasonable efforts to promptly inform you in writing of any such claim, demand, action, or suit, provided that any failure to so inform you will not affect your obligation of indemnity, except to the extent you are materially prejudiced by such failure.

10. General Provisions. 

    1. No Partnership or Joint Venture. The Parties are independent contractors of each other. Participant shall not have and shall not represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of Nova. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 

    2. Publicity. Only with separate, prior, written consent may Participant use Nova company name and logo and only to the extent as set forth in such consent, subject to Nova’s standard trademark usage guidelines as provided to Participant from time-to-time.

    3. Counterparts. This Agreement may be executed electronically and in counterparts, which taken together shall form one legal instrument.