Novae Financing Referral Partner Agreement

Authorization and Contract

By executing the Novae Referral Partner Agreement (Referral Partner Agreement), you apply for legal authorization to become a Novae (the Company) Referral Partner and enter into contract with Novae, LLC. This Agreement is created to provide detailed guidelines and limitations for all Novae Referral Partners.

Purpose

The purpose of the Novae Referral Partner Program is to provide individuals with the opportunity to sell Novae Financing products and enroll additional Referral Partners into the Novae. In exchange for successfully making sales and referring Novae to other Referral Partners, the Company offers compensation pursuant to the terms of the Referral Plan.

Becoming a Novae Referral Partner

To become a Novae Referral Partner, an applicant must comply with the following requirements:

Be of the age of majority (not a minor) in his or her state of residence;

Submit a properly completed electronic Referral Partner Agreement to Novae.

Modification of Terms

Because federal, state, and local laws, as well as the business environment, periodically change, Novae reserves the right to amend the Agreement and the Referral Plan in its sole and absolute discretion. Notification of amendments shall appear in Official Novae Materials. Any such amendment, change, or modification shall be effective thirty (30) days following one of the following communication methods:

Posting on the official Novae Web site;

Electronic mail (e-mail); or in writing through other Novae communication channels.

Products and Services Consent with Novae

This statement asks for your consent so that we can provide communications and information to you in an electronic format rather than in paper format. Before you decide whether or not you wish to provide your consent to receiving electronic disclosures, you should read and consider the following information. This statement contains important information that we are required by law to provide to you. You should keep a copy for your records. If you have any questions about E-disclosures that are not answered, feel free to communicate with us using any of the following contact methods:

If you write us a letter, please be sure to identify yourself and the applicable type of accounts.

Your consent is voluntary, but we cannot process your application or set-up a loan for with our partner if you do not consent. If you are unwilling to receive these disclosures and notices electronically, you may cancel this transaction at no cost. If you consent, we may also provide other disclosures in an electronic format. These disclosures may include but are not limited to the following:

Referral Partner Enrollment

The Referral Partner agrees to pay a technology and marketing fee of $499 at the time of enrollment and $49 per month thereafter to maintain access to all of the following but not limited to

The Referral Partner can decide to cancel their enrollment at any time to avoid being charged $50 per month moving forward by emailing This email address is being protected from spambots. You need JavaScript enabled to view it..

Compensation

Compensation to the Referral Partner shall be known as a “Referral Fee”. The Referral Fee shall be paid to the Referral Partner the second Friday following the purchase of the referral on the Referral Partner’s website. The Referral Fee shall be calculated as a percentage of the total purchase price paid by the referral and is as follows: 20% of the total purchase price of the transaction. This Referral Fee will be paid on initial transactions and recurring transactions charged to the referral. The Referral partner has an opportunity to earn a percentage of the finance volume generated by all merchants personally enrolled on their Novae Financing website link by reaching certain milestones of collective processing volume. These milestones are below:

$250,000 in monthly processing volume = 50 basis points (0.5%)

$500,000 in monthly processing volume = 100 basis points (1%)

Compensation on monthly processing volume will be paid by the 30th day of the month following the month which the milestone was reached with the qualifying financing volume.

Referral Refunds

If Novae has to refund the referrals’ purchase for any reason, the Referral Fee paid to the Referral Partner will be retracted against future commissions paid to the Referral.

W9 Form

In order to get compensated from Novae, the Referral Partner must complete a w9 form. This form can be found in the Referral Partners online dashboard.

Term and Termination

The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either the Company or you upon thirty (30) days notice. In the event of a material breach of this Agreement, Novae reserves the right to terminate this Agreement immediately. Upon cancellation or termination, all property rights are forfeited regarding any commissions, referrals or other remuneration derived through your sales. Novae reserves the right to terminate all Referral Partner 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 Referral Partner channels. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

Independent Contractor Status

The Novae Referral Partner is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each Referral Partner's success depends on his or her independent efforts. The agreement between Novae and its Referral Partners does not create an employer/employee relationship, agency, partnership, or joint venture between Novae and the Referral Partner. All Referral Partners are responsible for paying local, state, and federal taxes due from all compensation earned as an Referral Partner of the Company. Referral Partners have no express or implied authority to bind Novae to any obligation or to make any commitments by or on behalf of the Company.

As a self-employed independent contractor, you will be operating your own independent business selling products and services available through Novae on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. In the event 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.

Non-Disclosure and Non-Circumvent

Because of This Agreement, You may learn the names and contact information of lenders, banks, agents, brokers, lending corporations, individuals and/or trusts, or buyers and sellers (hereafter known as Contacts). The Parties understand and agree that these contacts derive independent economic value to Novae by not being generally known to others, and are subject to reasonable efforts by Novae to maintain its secrecy. Client hereby acknowledges, accepts and agrees that the identities and/or other pertinent information disclosed or revealed to Referral Partner of the contacts will be held as exclusive and confidential.

Novae is not an agent, nor Referral Partner of any bank or lender, and is not responsible for any acts, omissions, or disclosures that may be required of any bank or lender.

You shall indemnify, defend, and hold Novae, subsidiaries, and Referral Partner’s companies (collectively, the Company) harmless from and against any and all claims, actions, suits, judgments, obligations, damages, losses, penalties, liabilities, costs, and expenses of whatsoever kind and nature (collectively, Claims) imposed on, incurred by, or asserted against Novae by any third party, arising out of or in connection with the services or any breach by the Client of any covenant or other provision thereof.

The Parties understand that the services offered and provided by Novae do not constitute any professional advice to which license or certification is required. Novae recommends Referral Partners seek independent professional assistance and advice regarding This Agreement and any collateral agreements reviewed by appropriate professionals, including attorneys.

The Parties agree that if any provision of This Agreement shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of This Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable. The parties will construe This Agreement in accordance with the laws of the State of Georgia. If any provision of This Agreement is found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect.

This Agreement, along with applicable business agreements, contains the entire understanding between The Parties and any waiver, amendment or modification to This Agreement will be subject to the above conditions and must be attached hereto.

You understand and agree to the above terms and conditions. By accepting the terms and conditions of the Referral Partner Agreement, You accept and are fully aware that you are entering into an agreement with Novae, LLC and that this agreement is binding upon submission of this agreement. This agreement's electronic signature and electronic submission are hereby governed by The Electronic Signatures Act (Public Law No 106-229).

Selling Novae Products

You agree to make no representations or claims about any products or services beyond those shown in official Novae literature or official Novae websites.

Novae Referral Plan

Referral Partners must adhere to the terms of the Novae Referral Plan as set forth in Official Novae Materials. Referral Partners shall not require or encourage other current or prospective customers or Referral Partners to participate in Novae in any manner that varies from the program as set forth in Official Company Materials. Referral Partners shall not require or encourage other current or prospective customers or Referral Partners to make any purchase from, or payment to, any individual or other entity to participate in the Novae Referral Plan other than those purchases or payments identified as recommended or required in Official Novae Materials.

In an effort to alleviate administrative burdens, Novae reserves the right to postpone commission payments until such time the cumulative amount exceeds $25.

A Novae Referral Partner must review his or her monthly referral statement and report any discrepancies within thirty (30) days of receipt. At the conclusion of this thirty day grace period, no additional requests will be considered for commission recalculation.

Errors or Questions

If a Referral Partner has questions about or believes any errors have been made regarding commissions, bonuses, or charges, the Referral Partner must notify Novae in writing within thirty (30) days of the date of the purported error or incident in question. Novae will not be responsible for any errors, omissions, or problems not reported to the Company within 30 days.

Product Sales

The Novae Referral Plan is based upon the sale of Novae products and services to end consumers. Purchasing Novae products solely for the purpose of qualifying for commissions is strictly prohibited.

Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. Bonus buying includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Referral Partner Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Referral Partner or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Referral Partners or Customers (phantoms); (d) purchasing Novae products or services on behalf of another Referral Partner or Customer, or under another Referral Partner's or Customer's ID number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of goods or services that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bonafide product or service purchases by end user consumers.

Returned Product

The initial fee paid by a Novae Referral Partner 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.

Pay Period

Referral Partners will receive commissions weekly, on each Friday by 5pm PST, for sales completed the prior week. The pay period sales window is between 12:00am PST Saturday through 11:59pm PST Friday. The minimum commission payment will be $25. If you earned less than $25, your commission will roll to the next week until the $25 threshold is met. Novae will send paper checks to the address of the Referral Partner on file. If you wish to be paid via Electronic Funds Transfer, please follow instructions on our website to be paid through direct deposit, otherwise you can request a paper check.

Use of Sales Aids

While promoting the Company, Referral Partners must use the sales aids and support materials produced by Novae. If Novae Referral Partners develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Referral Partners' good intentions, they may unintentionally violate any number of statutes or regulations affecting the Novae business. Accordingly, Referral Partners must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for approval prior to use. Unless the Referral Partner receives specific written approval to use the material, the request shall be deemed denied. All Referral Partners shall safeguard and promote the good reputation of Novae and its products.

An Referral Partner may not build third-party sites that contain materials copied from corporate sources nor create his or her own website to promote the Company without receiving express approval from Novae. An Referral Partner may not use or attempt to register any of the Company's trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Company's name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party Web sites, Web pages, or blogs. Not complying to these guidelines could lead to involuntary termination of the Referral Partner's agreement.

Novae's Proprietary Information and Trade Secrets

You recognize and agree that information compiled by or maintained by Novae, including the database of prospective and existing customers, constitutes a commercially advantageous, unique and proprietary trade secret of the Company, which it keeps confidential and treats as a trade secret. During the term of your contract with Novae, the Company grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, access to the Company's customer database.

During the term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement between the Referral Partner and Novae, the Referral Partner shall not use the information to compete with the Company or for any purpose other than promoting his or her business with Novae. The Referral Partner acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Novae. Novae will be entitled to injunctive relief or to recover damages against any Referral Partner who violates this provision in any action to enforce its rights under this section.

Non-Competition

During the term of this Agreement and for a period of six (6) months thereafter, any Novae Referral Partner must not sell, or entice others to sell, any competing products or services. Any product or service in the same generic category as a Novae product or service is deemed to be competing regardless of differences in cost.

Non-Solicitation

You agree that during the period while you are an Referral Partner, and for one (1) calendar year following resignation or termination from the Company, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Novae Referral Partner to compete with the business of Novae. Furthermore, for the same duration, you agree not to recruit or solicit any of the individual customers or companies listed in the Novae ustomer database for a competing enterprise, unless you can demonstrate a pre-existing relationship prior to this Agreement.

Constructive Criticism

Novae desires to provide its Referral Partners 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 calculated to dampen the enthusiasm of other Novae Referral Partners and disparage Novae represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by the Company.

Intellectual Property

Referral Partner agrees to use the Trademarks and Copyrights in the form and manner and with appropriate legends as currently used and permitted by the Company. All promotional materials supplied or created by Novae must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Company. The name of Novae, each of its product names and other names that have been adopted by the Company in connection with its business are proprietary trade names, trademarks and service marks of Novae. As such, these marks are of great value to Novae and are supplied to Referral Partners for their use only in an authorized manner.

Jurisdiction and Governing Law

The formation, construction, interpretation, and enforceability of your contract with Novae as set forth in this Referral Partner Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Georiga without regard to conflict of law provisions.

Contract Submission

An emailed copy/electric transmission of the Agreement shall be treated as an original in all respects.

Dispute Resolution

All disputes and claims relating to Novae, its products and services, the rights and obligations of an Referral Partner and the Company, or any other claims or causes of action relating to the performance of either an Referral Partner or Novae under the Agreement or the Company terms and conditions shall be settled totally and finally by arbitration in Georgia or such other location as Novae prescribes, 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. 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.

Indemnification

An Referral Partner is fully responsible for all of his or her verbal and/or written statements made regarding Novae products, services, and referral fees, which are not expressly contained in Official Company Materials. Referral Partner agrees to indemnify Novae and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by the Company as a result of the Referral Partner's unauthorized representations or actions. This provision shall survive the cancellation of this Agreement.

Referral Partner Fraud & Chargeback Policy

There are several consequences for fraud in the financial services industry and we want to make sure we implement policies that protect the company from such activity and also protect Novae's Referral Partners as well. A customer reporting a company as fraud isn't always the truth. There are several people out there that have little integrity and lie in attempts to get their money back after not following instructions or not giving the services time to work. To protect the company and the Referral Partners from the potential of customers lying about fraud or not knowing they were enrolled for our services, it is recommended to have them complete a Novae Money paper application, sign the front, and initial the back. This is in addition to enrolling them online through your Referral Partner website. If the customer enrolls on your 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. You will just keep the application for your records in case this issue presents itself.

If we are contacted by the banks or credit card company, for potential fraud, we can supply this application to prove otherwise.

If we are contacted by the bank or credit card company about one of your customers claiming fraud and they have charged back their payment, your Referral Partner account will be:

1. accessed a $50 fee per chargeback debited from your Personal Account.

2. debited the original commission and volume you received for the referral.

If you supply us with the signed application for the customer in question, we will reverse this fee made to your account. The commission reversal will also be given back as well if the signed application is provided. 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 $25 reactivation fee.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and Novae and supersedes any prior agreements, understandings and obligations between you and the Company concerning the subject matter of your contract with the Company.