Noba Terms of Service

EFFECTIVE AS OF JULY 14, 2022

1. Introduction

These Terms of Service (the “Terms”) govern the use of the products, services or any other features, technologies or functionalities related to services as defined below (the "Services") provided by Noba Technologies, Inc. (“Noba”, “we”, “our”, or “us”) through Noba’s website, API or through any other means to you (“you” or “your”). 

Noba is a Delaware corporation with its registered office address at 1101 Brickell Avenue, South Tower, 8th Floor, Miami, FL 33131, United States.

By using the Services, you accept these Terms and agree to be bound by them, confirm that you have read, understood, and accepted all of the provisions contained herein, including, without limitation, Section 13.7 (Governing Law); Section 13.8 (Arbitration and Waiver of Class Action); and our Privacy Notice.

Use of cryptocurrency assets may be illegal in some jurisdictions. It is your responsibility to know the regulatory requirements concerning transactions with cryptocurrency assets in your jurisdiction before using the Services.

The risk of loss in buying, selling, or holding any cryptocurrency asset can be substantial.  The price or value of any cryptocurrency asset can change rapidly, decrease, and potentially even fall to zero.  You should carefully consider whether buying, selling, or holding any cryptocurrency asset is right for you in light of your financial condition. 

2. Our Services

Noba provides an embeddable web and mobile technology solution to enable you to purchase supported cryptocurrency assets (such as tokens or cryptocurrencies) for fiat money and send those cryptocurrency assets to a wallet address indicated by you at the time of the order.  

Purchases / orders of cryptocurrency assets through Noba are executed individually.  Noba does not facilitate or provide trading or investment or brokerage accounts or facilities, nor does Noba provide investment or any other financial advice, and any content or information on Noba’s platform should be viewed and considered for informational purposes only and should not be construed as legal, tax, investment, financial or other advice.

Noba does not offer securities in the United States or to U.S. persons and, accordingly, is not registered with the U.S. Securities and Exchange Commission.  All cryptocurrency assets bought and sold through the Services are unregulated cryptocurrency assets.

Noba is not a cryptocurrency exchange nor a money services business.  Noba does not directly provide cryptocurrency wallets and does not host cryptocurrency wallets or act as a custodian of funds or cryptocurrency assets.  Rather, Noba provides a technology platform through which you may register with a Third-Party Services provider (as defined in Section 8.2) to obtain the Services, which are provided subject to an agreement between you and Third-Party Services provider Zero Hash Holdings Ltd. (“ZH Holdings”), Zero Hash, LLC (“ZH, LLC”), and Zero Hash Liquidity Services (“ZH Liquidity”) (collectively, “Zero Hash”).  As a registered money services business providing regulated services to you under its separate agreement with you, Zero Hash provides exchange, settlement and custody services for the cryptocurrency asset space.  

Zero Hash is subject to the Bank Secrecy Act and its implementing regulations, which set out the requirements imposed upon financial institutions to implement anti-money laundering, anti-terrorist financing, and sanctions policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing.  Noba maintains an additional anti-money laundering, anti-terrorist financing, sanctions compliance program under U.S. laws and regulations.  This includes the Bank Secrecy Act, the economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the USA PATRIOT Act, and other anti-money laundering (AML) and anti-terrorist financing (ATF) laws.  Through its relationship with Zero Hash, Noba acts as a third-party service provider that assists Zero Hash with its state and federal compliance programs.

3. Representations and Warranties

You represent and warrant that:

  • You are an individual aged 18 years or older;
  • You have full power and authority to enter into and fulfill your obligations under these Terms;
  • Your use of the Services will not violate any applicable international, federal, state or local laws or regulations, including tax laws and regulations;
  • You are not in, under the control of, or a national or resident of, nor currently located in any of the following states or territories or any entity formed under the laws of: Afghanistan, Azerbaijan, Bahamas, Belarus, Bermuda, Bosnia & Herzegovina, Botswana, Burma (Myanmar), Burundi, Central African Republic, Crimean Region, Cuba, China, Congo, Cote D’Ivoire, Eritrea, Ethiopia, Iran, Iraq, Japan, Kosovo, Lao People's Democratic Republic, Lebanon, Liberia, Libya, Nigeria, North Korea, Pakistan, Russia, Somalia, South Sudan, Sudan, Syria, Tunisia, Turkmenistan, the Donetsk and Luhansk regions of Ukraine, Venezuela, Yemen, and Zimbabwe, nor any other country or region subject to United States sanctions, UN sanctions, the European Union sanctions, or HM Treasury's sanctions (each a "Sanctioned Country");
  • You are not a person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or the EU or HM Treasury's financial sanctions regime (a "Sanctioned Person");
  • You do not intend to supply any acquired or stored cryptocurrency or the Services to a national or resident of a Sanctioned Country or to a Sanctioned Person;
  • Your use of the Services will not violate these Terms nor any applicable Third-Party Services provider terms; and
  • All information that you have provided to us, and may from time to time provide to us, is and shall continue to be true and complete and shall be timely updated and corrected to maintain its status as true and complete.

4. Your Noba Account (“Account”)

Your Noba Account is not a financial account or a cryptocurrency wallet. You cannot hold fiat currency or cryptocurrency with Noba.  Your Account allows you to pay fiat currency to buy cryptocurrency assets through us and our Third-Party Service providers, which we then send to a third-party cryptocurrency wallet address that you own and control.  You must set up your Account before you can use our Services.

4.1 Account Opening and Registration

To open a Noba Account, you are required to provide a valid email address owned and controlled by you.  You will then be sent a temporary, unique, one-time verification code via the email address you provided, which will enable you to log into your new Account.  Every time you log into your Account, a temporary, unique one-time verification code will be sent to you.

To use your Account to buy cryptocurrency assets, you must provide information upon initiating your first transaction for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes.  The information we request includes, but is not limited to, your name, address, telephone number, date of birth, taxpayer identification number and/or government identification number, and may also include documentary evidence such as a government-issued identification, depending on your location.  It may be possible to provide the required information via third-party open banking integrations that Noba may make available to you.  We will treat all provided information in accordance with our Privacy Notice.

All information you provide to us must be complete and accurate. You must update this information whenever it changes.  We cannot be responsible for any financial loss arising out of your failure to do so.  We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.  You agree to comply with any request from us for further information and provide such information in a format acceptable to us.  In addition, you agree that we may make, directly or through any third party, inquiries we consider necessary to validate the information you provided to us.  We have the right to reject your Account registration at our sole discretion.

You may only open one Noba Account unless we have agreed in writing to the opening of additional accounts. We may refuse the creation of duplicate accounts for the same user.  If duplicate accounts are detected, we may close or merge those duplicate accounts at our sole discretion.

All activities under a Noba Account shall be deemed as activities carried out by you as the registered user.  You may only use the Services to transact on your own behalf and not on behalf of any other person or entity.  You may not share your Account with others.

4.2 Transaction Limits

We apply limits to the amount of cryptocurrency assets that you are able to buy from us in order to manage the risk of fraud or criminal behavior and/or as may be required by a third party provider that facilitates the transaction.  Any such limits will be stated in terms of the fiat currency equivalent that you may transact or transfer in a given period (e.g., daily, weekly, monthly).  Your limits may vary depending on your payment method, verification steps you have completed, and other factors.  We reserve the right to change applicable limits as we deem necessary.  To view your transaction limits, log in to your Noba Account.  

4.3 Prohibited Uses

In connection with your use of the Services, and your interactions with other users and third parties, you agree you will not engage in the following Prohibited Uses.  This list is non-exhaustive and we reserve the right to modify it at any time.  It is within our sole discretion to determine whether an activity falls into one of these categories.  If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us.

  • Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, including applicable sanctions programs including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; activity which would publish, distribute or disseminate any unlawful material or information.
  • Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to our computer systems, networks or sites or our other customers’ Accounts, computer systems or networks connected to us, through any other means; interfere with another individual's or entity's access to or use of the Services; use information of another party to access or use our computer systems, networks or sites; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of Noba; or harvest or otherwise collect information from our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.
  • Abusive Actions Against Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.
  • Fraud: Actions which operate to defraud us, our users, or any other person; provide any false, inaccurate, or misleading information to us.
  • Intellectual property infringement: Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of any Noba intellectual property, name, or logo, including use of Noba trade or service marks, without express consent from Noba or in a manner that otherwise harms Noba or any Noba brand; any action that implies an untrue endorsement by or affiliation with Noba.

4.4 Safeguarding Your Account

You will be assigned a temporary, unique one-time verification code when you register for your Account and every time you log into your Account, which will be delivered via the email address you provided during Account registration. 

You are responsible for maintaining the confidentiality of each of your one-time verification codes and for all activities that occur with the use of your email account, one-time verification codes, and Account.  You may not allow third parties or unauthorized users to use your Account.  We will not be liable for any loss that you may incur as a result of someone else using your verification code or Account, either with or without your knowledge.

You must notify us at support@noba.com and our Third-Party Services provider Zero Hash at noba@zerohash.com (per your obligations under your separate user terms with Zero Hash) within 24 hours of becoming aware of any unauthorized use of your verification code or Account or any other breach of your security which may compromise your Account. 

4.5 Digital Currency Wallet Selection and Security

Noba does not offer a cryptocurrency wallet.  In order to use the Services, you must provide us with the address of a third-party cryptocurrency wallet.  You may use any type of supported cryptocurrency wallet to store your funds and conduct transactions using the Services.  Noba does not endorse or vouch for the quality or security of any cryptocurrency wallets. 

You may only link cryptocurrency wallets to your Account that you own and control.  By providing us with a cryptocurrency wallet address to send purchased cryptocurrency, you represent and warrant that you own and control that wallet.  If at any time you no longer own or control a cryptocurrency wallet that is linked to your Account, you must notify us and remove such wallet from your Account immediately.

A cryptocurrency wallet is a piece of software enabling a user to store encrypted private keys, used to sign transactions to access funds.  A custodial cryptocurrency wallet constitutes an account where third parties serve as financial intermediaries or custodians of a user’s cryptocurrencies.  A custodial wallet provider stores the user’s private keys and thus has control over the user’s funds. A non-custodial cryptocurrency wallet does not constitute an account where third parties serve as financial intermediaries or custodians of a user’s cryptocurrencies. A non-custodial wallet provider administers only the technical platform to store a user’s private keys, but has no control over or access to the private keys, and therefore no control over or access to the user’s funds.

You are solely responsible for safekeeping passwords and private keys used to access any cryptocurrency wallet to which you instruct us to send purchased cryptocurrency, as well as maintaining the security protocols and updates on devices used to download and use that wallet.  Noba is not responsible for, and cannot assist with recovery of, any loss of cryptocurrency incurred by you if a cryptocurrency wallet you use is compromised, for example due to loss of or unauthorized access to private keys, accidental sharing of a backup, a bug in the user’s device or the wallet software, or a malicious attack on the wallet software.

In the event your transaction gets paid to a cryptocurrency wallet that is incorrect, becomes compromised or inaccessible, or in the event your cryptocurrency wallet becomes compromised or inaccessible, it is up to you to decide how to handle any inquiries or potential claims.  Noba does not get involved in resolving such issues.

4.6 Records

Pursuant to applicable laws and regulations, Noba is required to maintain records of all documentation and information related to your Account for the duration that your Account is active and for a period of at least five years after your Account is closed.

4.7 Information Sharing

You hereby authorize us to share information about your Account and Account activity to the extent required by law (e.g., law enforcement, regulators, government agencies) or by Noba’s Third-Party Services providers that are essential to provide the Services. 

4.8 Account Suspension and Closure

You have the right to close your Account anytime for any reason.  We have the right to suspend or close your Account at any time at our sole discretion.  While we will strive to provide reasonable notice to you if we must close your Account, there may be instances where we will close your Account immediately and without notice, such as if we learn or reasonably suspect, at our sole discretion, that you will use or have used your Account to engage in unlawful or improper activity in violation of applicable laws or regulations, these Terms, and/or other applicable terms, including but not limited to a violation of Section 4.3, Prohibited Uses.  The terms of any of our Third-Party Services providers to which you separately agree also provide the circumstances under which that provider may suspend or close your Account. 

We reserve the right at all times to monitor, review, retain and/or disclose information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.  

Additionally, if you have not logged into your Account for more than twelve consecutive months, we reserve the right to deactivate your Account and disable transaction capabilities. If that occurs, you will receive information about the process to reactivate the Account.

If your Account is closed for any reason, you agree: (a) to continue to be bound by surviving portions of these Terms, (b) to immediately stop using the Services, (c) that we will retain certain information and Account data stored on our servers as required under applicable laws and regulations, and (d) that we shall not be liable to you or any third party for termination of access to the Services, closure of an Account, or retention of information or Account data.

5. Privacy and Data Protection

You acknowledge that we may process personal data in relation to you in connection with the Services.  We will process your data in accordance with our Privacy Notice, which is incorporated by reference into these Terms.  We will update the Privacy Notice from time to time. 

You represent and warrant that your disclosure to us of any personal data was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; and, before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Notice.

6. Security

We have implemented security measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure. We cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law.  If we reasonably suspect or we become aware of a breach of our security measures that may have impacted you, your Account or your information, we will provide you with notice within a reasonable time of gaining such suspicion or becoming aware of such breach.  Such notice will be provided to your email address included in your Account.

7. Ownership and Use of Services and Intellectual Property

You agree and acknowledge that we own all right, title, and interest in the Services, the associated software, technology tools and content, the Noba service marks and logos, the Noba website, the content displayed on the website, and other materials produced by Noba (collectively, “Noba IP”). While you are using our Services, you may use the Noba IP only for your personal use and solely as necessary in relation to those Services.  You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare Noba IP or any portion thereof, or use Noba IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on Noba IP, nor shall you translate, reverse engineer, decompile or disassemble Noba IP.

8. Buying Digital Assets

8.1 How It Works

  • Visit <www.noba.com> or one of our partner cryptocurrency wallet applications to initiate a transaction. 
  • Select the cryptocurrency asset supported by Noba in your jurisdiction that you would like to buy.
  • Enter how much you would like to spend in fiat currency to buy the selected cryptocurrency asset.
  • Open a Noba Account or log into your existing Noba Account (see Section 4.1 for information about opening a Noba Account, including identity verification).
  • Choose a payment method from the methods made available by Noba and provide your payment details (which may require you to undergo additional verification).
  • Provide a valid receiving cryptocurrency wallet address that is owned and controlled by you.
  • Read and accept our Terms of Service and any required Third-Party Service provider’s terms.
  • Click “Buy Now” to submit your purchase request to Noba.  By doing so, you indicate your acceptance of the purchase price, which includes the price for buying the cryptocurrency assets and any applicable fees associated with the transaction, as disclosed to you in the transaction summary (see Section 8.5 for more information about Fees).

Upon receiving your payment for the purchase of cryptocurrency assets via our third-party payment processor, Noba will execute the transfer of the purchased cryptocurrency assets to the cryptocurrency wallet address indicated by you.  We will email transaction status updates and a link to your Account dashboard to you, where you will be able to monitor the status of your transaction in real time and view your transaction history at any time.  

Should you identify an error, you must notify support@noba.com and our Third-Party Services provider Zero Hash at noba@zerohash.com (per your obligations under your separate user terms with Zero Hash) within 24 hours of the entry posting.  

8.2 Third-Party Services

The Services enable or assist you to access and interact with services from supported platforms and third parties via third-party websites or applications (collectively, "Third-Party Services").  Such Third-Party Services are not under the control of Noba.  Noba does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services and is not responsible for any Third-Party Services. You use all Third-Party Services at your own risk and should apply a reasonable level of caution and discretion in doing so. 

Any use of Third-Party Services is governed solely by terms and conditions of such Third-Party Services.  Before using the Third-Party Services, you need to make sure you read and accept all applicable terms of the Third-Party Services. Any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, not with Noba.  The terms of the Third-Party Services will be provided to you via a link before you initiate a transaction with Noba.  You will be able to proceed with transactions only after you consent to the terms of such Third-Party Services.  The terms of the Third-Party Services may be different compared to these Terms.

If at any time any Third-Party Services cease to make their programs available to us on reasonable terms, we may cease to provide such features to you without entitling you to refund, credit, or other compensation.

8.3 No Refunds

Once an order to purchase cryptocurrency assets has been made, it cannot be canceled or recalled.  Blockchain transactions are irreversible and Noba will not be able to reverse any transactions already executed in case you made a mistake in the provided data or instructions.  You hereby agree that upon delivery, you will not be entitled to any credit or refund and all transactions are final. 

In the event that you do not pass our customer due diligence checks required for regulatory purposes or for fraud prevention but you had already initiated the transfer of fiat money, the fiat money will be returned to you, unless prohibited by law.

8.4 Transaction Delays or Rejection

In certain cases (e.g., suspicion of fraud or if we are required to do so by law), we or a Third-Party Services provider may delay or reject a transaction.  We will not be liable to you for any damages or harm caused as a result of such delayed or rejected transaction.  If, at our sole discretion, the reason for delay can be reasonably resolved, the transaction will be completed without further undue delay.

8.5 Fees

All applicable fees are shown to you in the transaction summary screen before you submit your payment.  Below is a list of all fees associated with purchasing cryptocurrency assets through Noba.  For more information, please see our fees support page here.  

  • Miner or network fees:  Blockchain transactions are recorded on a blockchain and require a “miner” or “network” fee to cover the cost of running processes on the blockchain, which is paid to the miners that process the transactions and maintain the respective blockchain.  Miner fees are variable depending on the blockchain, network conditions, and the confirmation speed for the transaction.  If a network becomes congested, the miner fee will be higher to ensure the transaction can be reliably processed.  This fee is outside of Noba’s control.
  • Exchange rates:  Noba and its Third-Party Service provider use highly reputable, regulated third-party exchanges to enable consumers to buy cryptocurrency assets.  The exchange selected by Noba to execute a particular transaction depends on the cryptocurrency asset being purchased and the location of the consumer.  The exchange rates associated with the purchase of cryptocurrency assets constantly fluctuate and vary from exchange to exchange.  As is common with most cryptocurrency onramp providers and exchanges, Noba and its Third-Party Services provider may each include a fee built into the price you pay for cryptocurrency assets, known as a "spread" (a spread is the difference between the current market price for an asset and the price you buy that asset for).
  • Noba’s processing fee:  Noba charges a processing fee to users. 
  • Credit card and debit card fees:  For purchases made with a credit card or debit card, the issuing bank charges fees.

9. Complaints

If you have any complaints about us or our Services, you may contact us at support@noba.com.

10. Indemnification

You agree to indemnify Noba, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.

11. No Warranties

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY SERVICE PROVIDERS.

12. Limitation of Liability

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Miscellaneous

13.1 Taxes

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.

13.2 Assignment

You may not transfer or assign these Terms or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.

13.3 Severability

Should any provision of the Terms be determined to be invalid or unenforceable under any law, regulation, or court order, such determination will not affect the validity or enforceability of any other provision of the Terms.

13.4 Waivers

A party’s failure to assert any right or provision in the Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

13.5 Entire Agreement

The Terms, including other terms referenced herein, represent the entire understanding between you and us. Headings are included for convenience only and shall not be considered in interpreting the Terms.

13.6 Notices and Communications

You are responsible for keeping your email address (and, where applicable, telephone number) up to date in your Account in order to receive any communications, notices or alerts that we may send you (including notices or alerts of actual or suspected fraud or security breaches).  

We may, where allowed to do so by law, communicate with you by posting information in your Account or on our website, in which case the information will be treated as received by you when it is posted by us.  We may also contact you at the email address or telephone number you provide us with when applying to open your Account. 

You should check for incoming email messages regularly, as these emails may contain links to further information on our website. If you do not check your email and other methods of communications, you will miss emails about your transactions and our Services. We cannot be liable for any consequence or loss if you do not do this. 

In addition to communicating via email or telephone, we may contact you via letter where appropriate, and if you use mobile services, we may also contact you via SMS. 

Any communications or notices sent by email will be deemed received by you on the same day if it is received in your email inbox before 5pm on a Business Day. If it is received in your email inbox after 5pm on a Business Day or at any other time, it will be deemed received on the next Business Day.  A mailed letter will be deemed received three days from the date of posting.  SMS will be deemed received the same day.

Any notice or communication provided in connection with the Terms shall be in writing in English. 

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 

Notices from you to Noba may be sent to:  Noba Technologies, Inc., 1101 Brickell Avenue, South Tower, 8th Floor, Miami, Florida, USA 33131.

13.7 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, unless preempted by U.S. federal law, without regard to conflict of law rules. 

13.8 Arbitration; Waiver of Class Action

If a disagreement or dispute arises that in any way involves the Services or the Terms and cannot be resolved between the parties with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA), to take place in Miami, Florida, USA, or a location agreed upon by both parties, and will be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA. The arbitration shall be conducted in the English language.

You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.

13.9 Updates to Terms

We may make changes to these Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms. We will provide email or similar notification if material changes are made to these Terms.  Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

13.10 Force Majeure

Neither party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of our vendors or suppliers, acts of God, pandemics, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

13.11 Survival

The provisions of Sections 3 (Representations and Warranties), 4.8 (Account Suspension and Closure), 6 (Security), 5 (Privacy and Data Protection), 7 (Ownership and Use of Services and Intellectual Property), 10 (Indemnification), 11 (No Warranties), 12 (Limitation of Liability), and 13 (Miscellaneous) shall survive the termination of these Terms.

13.12 No Joint Venture or Agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any joint venture between the Parties, and nothing is intended to establish either Party as an agent of the other.

13.13 Business Days Defined

For the purposes of these Terms, a business day shall be standard business hours on any day excluding Saturday, Sunday, and days generally accepted as federal holidays in the United States.

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