Noba Terms of Service

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. and its subsidiaries (“Noba”, “we”, “our”, or “us”) through Noba’s Website, Noba’s Mobile Application, Noba’s APIs, and through any other means to you (“you” or “your”). 

Noba is a U.S. corporation incorporated in Delaware 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.

You should carefully consider whether buying, using, or holding digital dollars is right for you in light of your financial condition.

2. Our Services

Noba is a technology company creating a more inclusive global financial system. Our goal is to help people fight local inflation in their country and build wealth. We provide a Mobile Application (“Noba App”) that gives people residing in Colombia access to obtain, hold, send, receive, and/or withdraw USD Coin (“USDC”), a blockchain-based digital dollar also known as a dollar-pegged stablecoin, available 24/7 and backed 1:1 by US Dollars in reserve (the “Services”). The Noba App and the Services are currently available only to residents of Colombia.

We also provide a Noba for Business solution to Colombian companies to enable them to pay their employees in digital dollars (USDC), in which case the company's employees become users of the Noba App. The Noba for Business solution is subject to separate Noba for Business Terms of Service and, as applicable, a Software as a Service Agreement, which apply to the company that subscribes to Noba for Business. Noba for Business is currently available only to entities incorporated in Colombia and their Colombian employees.

Noba is not an exchange nor a digital asset custodial wallet and does not directly provide digital dollars (USDC) or custody services to individuals. Rather, Noba relies on a contractual agreement with Circle, a licensed and regulated digital currency provider in the United States, in order to provide access for Noba users to obtain, hold, send, receive, and/or withdraw digital dollars (USDC) via the Noba App, and for companies to pay their employees and contractors in digital dollars (USDC) via Noba for Business.

Noba is not a bank nor a financial institution and does not provide banking services to its users. Rather, Noba relies on banks, financial institutions and other Third-Party Services Providers in the United States and Colombia to facilitate user transactions in the Noba App.

Noba is a Money Services Business as defined and supervised by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury. With that said, Noba is a technology provider that facilitates transactions that are ultimately completed by Circle and financial institutions. In this way, Noba limits its control over user funds, relying on compliant third parties to hold and custody the user’s assets. 

As a Money Services Business, Noba is subject to U.S. laws and regulations which set forth requirements to implement policies and procedures to detect and prevent money laundering and terrorist financing. Therefore, Noba maintains an anti-money laundering, anti-terrorist financing, and sanctions program in compliance with 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) and sanctions laws, as applicable.

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 a resident of Colombia;
• 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 digital dollars (USDC) 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’s 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”)

Noba Accounts are available only to individual Colombian residents via the Noba App. Your Account is not a financial or bank account. You cannot hold fiat currency in your Account. Rather, your Account allows you to obtain, hold, send, receive and withdraw digital dollars (USDC) through us via our Third-Party Service Providers. You must set up your Account and accept these Terms before you can use our Services.

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4.1 Account Opening and Registration

To open an Account, you must download the Noba App from the App Store or the Google Play Store. You must then provide some information for purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes. 

The information we require to open an Account includes your legal name, telephone number, email address, date of birth, and country of residence. The email address you provide must be owned and controlled by you. You will be sent a temporary, unique, one-time verification code via the email address or phone number you provided, which will enable you to log into your Account. Every time you log in to your Account, a temporary, unique one-time verification code will be sent to you, unless you opt in to log in with face ID or fingerprint instead.

Depending on our compliance and risk requirements, you may also be required to provide your physical address and a copy of your government-issued identification. 

We handle 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, as do our Third-Party Services Providers.

You may only open one account. We will reject the creation of duplicate accounts for the same user and if duplicate accounts are detected, we will close or merge those duplicate accounts at our sole discretion.

All activities in your 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.

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4.2 Transaction Limits

We may, at our sole discretion and with or without notice to you, impose limits or restrictions on the size or quantity of transactions you can make. This is in order to manage the risk of fraud or criminal behavior and/or as may be required by a Third-Party Services Provider. We reserve the right to change applicable limits as we deem necessary.

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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.

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4.4 Safeguarding Your Account

You will be provided a temporary, unique one-time verification code when you register for your Account and every time you log into your Account, unless you opt in to log in with a face ID or fingerprint. The one-time verification code will be delivered via the email address or phone number 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, as well as as well as the security protocols and updates on devices you use to download and use the Noba App. 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 Account either with or without your knowledge.

You must notify us at support@noba.com within 48 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.

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4.5 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 seven years after your Account is closed.

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4.6 Information Sharing

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

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4.7 Account Suspension and Closure

You have the right to close your Account at any time for any reason. You may do so via your settings in the Noba App. 

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

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8.1 How It Works

8.1.1 Depositing Fiat Currency from Your Colombian Bank Account to Obtain Digital Dollars

• Download the Noba App from the Apple App Store or Google Play Store. 
• Complete Noba’s onboarding requirements to open an Account or log in to your existing Account (see Section 4.1, Account Opening and Registration).
• Enter an amount of pesos to deposit from a Colombian bank account that is in your name and beneficially owned and controlled by you. Deposits cannot be made from debit or credit cards. You are responsible for ensuring that you enter the correct amount. 
• You will see an estimated amount of digital dollars (USDC) you will receive in return, based on the current exchange rate. 
• Once you confirm the deposit amount, you will be directed with instructions to deposit that amount to Noba from your bank account via our Third Party Services Provider or directly from your bank, utilizing instructions provided by us. Our Third-Party Services Provider will request additional information from you to complete the transaction, such as your bank account information and government-issued identification number.
• Each time you make a deposit of pesos from your bank account, Noba will notify you of the success or failure of the deposit. If your deposit is successful, Noba will credit your Account with the equivalent amount of digital dollars (USDC). This amount may differ from the estimated amount that was presented to you when you first entered your deposit amount, if the exchange rate changed during that time. 
• Noba will email you transaction status updates after every transaction. You can monitor the status of your transaction in real time and view your transaction history at any time in the Noba App.

8.1.2 Withdrawing Digital Dollars into Fiat Currency into Your Colombian Bank Account 

• You can withdraw any amount of your digital dollars (USDC) into pesos at any time in the Noba App. 
• Enter an amount of digital dollars (USDC) to withdraw into pesos into a Colombian bank account that is in your name and beneficially owned and controlled by you. Withdrawals cannot be made to debit cards. You are responsible for ensuring that you enter the correct amount. 
• You will see an estimated amount of pesos you will receive in return, based on the current exchange rate. 
• Once you confirm the withdrawal amount, you will be directed to enter your bank account information and government-issued identification type and number.
• Once you confirm that all entered information is correct and submit the withdrawal request, Noba will debit your digital dollars (USDC) balance and initiate a payment to your bank account for the equivalent amount of pesos. This amount may differ from the estimated amount that was presented to you when you first entered your withdrawal amount, if the exchange rate changed during that time. 
• Noba will email you transaction status updates after every transaction. You can monitor the status of your transaction in real time and view your transaction history at any time in the Noba App.

8.1.3 Sending Digital Dollars to Other Noba Users 

• To send digital dollars (USDC) to another Noba user (“Recipient”), simply enter the desired amount of digital dollars (USDC) in the Send screen in the Noba App. Your amount is restricted to the available balance in your Account. You are responsible for ensuring that you enter the correct amount. 
• You cannot send US dollars, Colombian pesos, or any other fiat currency to another Noba user.
• Once you confirm the digital dollars (USDC) amount, you will select a Recipient by searching for Recipients using their Noba username, name, phone number, or email address. You may also grant Noba access to your phone contact list.

• If a phone contact is already a Noba user, you will be able to select that person directly. If a phone contact is not a Noba user, you will be prompted to invite that person to become a Noba user by sending them an invite link to sign up for Noba. 

• Once you submit your transaction, Noba will debit the requested amount of digital dollars (USDC) from your Account and credit the equivalent amount of digital dollars (USDC) to your Recipient.
• Noba will email you transaction status updates after every transaction. You can monitor the status of your transaction in real time and view your transaction history at any time in the Noba App.

8.1.4 Receiving Digital Dollars from Other Noba Users

• If a Noba user wishes to send digital dollars (USDC) to you, that user will initiate a payment as described in Section 8.1.3 in the Noba App. 
• Noba will debit the requested amount of digital dollars (USDC) from the Noba user’s Account and credit the equivalent amount of digital dollars (USDC) to you. You will receive a notification in the Noba App that a Noba user sent digital dollars (USDC) to you.
• You cannot receive US dollars, Colombian pesos, or any other fiat currency from another Noba user.
• Noba will email you transaction status updates after every transaction. You can monitor the status of your transaction in real time and view your transaction history at any time in the Noba App.

8.1.5 Receiving Pay from Your Employer in Digital Dollars 

• Noba offers companies (“Employers”) a SaaS platform allowing them to pay their employees and contractors in digital dollars (USDC) in the Noba App.
• In order for you to receive a portion (or all) of your salary in digital dollars (USDC), your Employer must first create a Noba for Business Account. Your Employer must then invite you to create a Noba Account (if you do not already have one). You will need to link your Account to the Employer’s Business Account in the Noba App.
• Once your Account has been linked, you may set the amount of salary in pesos you would like your Employer to pay you in an equivalent amount of digital dollars (USDC) in the Noba App, up to any maximum allowed amount that may have been set by your Employer. You are responsible for ensuring that you enter the correct amount. You can change this amount at any time. 
• To become effective for a pay period or pay date, any changes you make to the payment amount must be done within the time frame before your Employer’s payroll disbursement date, as configured by your Employer (which is typically three days, but in some cases may be more or less than three days). Any changes you make to your pay allocation after the time frame set by your Employer will apply to the following pay period.
  
  For example, assuming a three-day time frame, if payroll payments are made once a month on the 25th day of the month, Noba will send your Employer the list of all pay allocations on the 22nd day of the month. Any reconfiguration of your pay allocation after the 22nd day of the month will apply to the next payment period.
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• By linking your Noba Account to your Employer’s Business Account, you authorize Noba to accept the configured portion of your salary as an authorized Third-Party Recipient. Further, you authorize your Employer to access your Noba Account data and to authorize digital dollar (USDC) deposits on your behalf.
• When a pesos payment is received by Noba from your Employer, Noba will accept the pesos and send the equivalent amount of digital dollars (USDC) to your Account, based on the current exchange rate. 
• Noba will email you transaction status updates after every transaction. You can monitor the status of your transaction in real time and view your transaction history at any time in the Noba App.

8.1.6 Transaction Errors

• Should you identify an error with any of your transactions, please notify support@noba.com within 24 hours of the entry posting.

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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 applications (collectively, "Third-Party Services Providers"). Such Third-Party Services Providers 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 Providers and is not responsible for any Third-Party Services Providers. You use all Third-Party Services Providers at your own risk and should apply a reasonable level of caution and discretion in doing so. 

Any use of Third-Party Services Providers may be governed by terms and conditions of such Third-Party Services Providers.  In some instances, before using the Third-Party Services Providers, you may need to read and accept applicable terms of the Third-Party Services Providers, in which case you will be able to proceed only after you consent to the terms of such Third-Party Services Providers. Any contract entered into, or any transaction completed via any Third-Party Services Providers, is between you and the relevant third party, not with Noba. The terms of the Third-Party Services Providers may be different compared to these Terms.

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

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8.3 No Refunds

When you make transactions using Noba, the transaction is instantly executed and cannot be refunded. Noba will not be able to reverse any transactions already executed if you made a mistake in the data you entered or did not follow instructions provided to you. You hereby agree that you will not be entitled to any credit or refund and all transactions are final. That said, if you made a pesos deposit from your bank account into your Noba Account and now wish to withdraw digital dollars (USDC) to receive pesos back into your bank account, you may do so at any time. The exchange rate applicable to each transaction may be different and any applicable fees will apply.

In the event that you do not pass customer due diligence checks required for regulatory purposes or fraud prevention but you already confirmed a deposit or withdrawal transaction, the transaction will be voided and, to the extent possible and not prohibited by law, your funds (minus any fees that may have been charged) will be returned to the account connected to the transaction.

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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.

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8.5 Fees

Below is a description of the fees currently associated with the Services. By confirming a transaction with Noba, you indicate your acceptance of the currency exchange rate applied by us and our Third Party Services Provider, as well as any fees that may be associated with the specific transaction. We reserve the right to change our fees from time to time and will notify you if we do so. 

• Foreign currency exchange rates for depositing fiat currency and for withdrawing digital dollars: The use of our Services to deposit fiat currency in exchange for digital dollars (USDC), and to withdraw digital dollars (USDC) in exchange for fiat currency, involves currency conversion by Noba’s Third-Party Services Provider. The cost of each conversion depends on the current exchange rate, which is based on spot rates offered by the Third-Party Services Provider. Exchange rates constantly fluctuate. Noba and its Third-Party Services Provider may each include a fee in the rate you pay, 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).
• Processing fee on instant fiat currency deposits to obtain digital dollars (USDC): The use of our Services to deposit fiat currency in exchange for digital dollars (USDC) may incur a bank or payment processor’s processing fee for instant deposit transactions. There is no processing fee for regular deposit transactions.
• Processing fee on digital dollar (USDC) withdrawals to obtain fiat currency: The use of our Services to withdraw digital dollars (USDC) in exchange for fiat currency may incur a bank or payment processor’s processing fee.
• Transaction fee for sending digital dollars to another Noba user: We may, in our sole discretion, charge a fee per transaction for you to send digital dollars (USDC) to another Noba user.

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 THE NOBA APP OR 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 OR MOBILE APP, 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

It is your responsibility to determine what, if any, taxes you may owe in relation to any transactions you conduct via Noba. It is your responsibility to report and remit any such tax to the appropriate tax authority. You agree that Noba is not responsible for determining whether taxes apply to your use of the Services, including your transactions, or for collecting, reporting, withholding, or remitting any taxes arising from your use of the Services. 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.

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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.

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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.

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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.

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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.

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13.6 Notices and Communications

You are responsible for keeping your email address and telephone number up to date in your Account in order to receive 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 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 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 and/or Spanish.

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.

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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.

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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.

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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.

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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.

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13.11 Survival

The provisions of Sections 3 (Representations and Warranties), 4.7 (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.

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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.

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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.