Terms of Service

1. Acceptance of Terms

By accessing or using the Nova protocol, website, or services (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the Services.

Nova operates as a decentralized protocol governed by smart contracts deployed on the Ethereum blockchain. These Terms apply to all users, including those participating in the Genesis phase.

2. Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts. By using the Services, you represent and warrant that you are of legal age in your jurisdiction, you are not a resident of or located in any jurisdiction where use of the Services would be illegal or prohibited, you are not subject to economic sanctions or designated on any prohibited parties list, and your use of the Services complies with all applicable laws and regulations in your jurisdiction.

3. Genesis Phase Reservations

3.1 Non-Refundable Deposits

USDC deposited during the Genesis phase to reserve NOVA allocations are non-refundable. By making a reservation, you acknowledge and agree that deposited USDC cannot be withdrawn or redeemed for fiat currency. Your USDC will be used to bootstrap Nova's reserves and fund protocol development. There is no guaranteed timeline for NOVA token launch. The protocol may fail to launch, in which case deposits may be permanently locked.

3.2 NOVA Claim Rights

Genesis participants receive the right to claim NOVA tokens on a 1:1 basis with their total USDC reservations if and when the NOVA stablecoin launches. However, launch of NOVA is not guaranteed. The timing of launch is uncertain and subject to regulatory, technical, and market conditions. The protocol reserves the right to modify launch parameters, and claims may be subject to additional terms at the time of NOVA launch.

4. NOGE Advisory Tokens

4.1 Nature of NOGE

NOGE tokens are advisory governance tokens with no economic rights or expectation of profit. NOGE tokens grant voting power to advise on frontier science project allocations and are minted according to a square root formula with per-address caps. NOGE tokens may be non-transferable during the Genesis phase, do not represent ownership, equity, debt, or any economic interest in Nova, and have no guaranteed monetary value.

4.2 Governance

NOGE holders may participate in advisory governance processes. All governance decisions are advisory only. The protocol operators retain ultimate decision-making authority over fund allocations, protocol parameters, and operational matters.

5. Risks and Disclaimers

5.1 Smart Contract Risks

The Services rely on smart contracts deployed on the Ethereum blockchain. You acknowledge that smart contracts may contain bugs, vulnerabilities, or design flaws, and that blockchain transactions are irreversible. You may lose access to your tokens if you lose your private keys. Network congestion may delay transactions or increase costs. Audits do not guarantee security or eliminate all risks.

5.2 Regulatory Risks

Cryptocurrency and DeFi regulations are evolving. You acknowledge that regulatory changes may affect the Services or your ability to use them, and that the Services may be restricted or prohibited in certain jurisdictions. You are responsible for compliance with your local laws and regulations. The tax treatment of tokens is uncertain and may vary by jurisdiction.

5.3 Market Risks

Digital assets are volatile and speculative. You may lose some or all of your deposit. Past performance is not indicative of future results.

5.4 Third-Party Dependencies

The protocol integrates with third-party services including Aave, Ethereum, and others. Failures or changes in these services may affect the protocol's operation.

6. Not Investment Advice

Nothing in these Terms or on the Services constitutes investment, financial, legal, or tax advice. You should consult your own advisors before participating in the protocol. NOGE and NOVA tokens are not securities, commodities, or any other regulated financial instrument. They are not investments with an expectation of profit, are not guaranteed to have any monetary value, and are not FDIC insured or backed by any government entity.

7. Prohibited Activities

You agree not to:

• Use the Services for any illegal purpose or in violation of any laws
• Manipulate or attempt to manipulate the protocol or governance processes
• Interfere with or disrupt the Services or servers
• Use automated systems to access the Services without authorization
• Impersonate any person or entity
• Engage in wash trading, market manipulation, or other deceptive practices
• Use the Services to launder money or finance illegal activities

8. Intellectual Property

The smart contracts are open source under the MIT License. Website content, branding, and design elements are proprietary unless otherwise specified. You may not use Nova's trademarks, logos, or branding without permission.

9. Privacy

Blockchain transactions are public and pseudonymous. We do not collect personal information unless you provide it voluntarily. Your Ethereum address and transaction history are publicly visible on the blockchain.

We may collect analytics data about website usage. See our Privacy Policy for details.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOVA, ITS CONTRIBUTORS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• LOSS OF DIGITAL ASSETS OR TOKENS
• DAMAGES ARISING FROM SMART CONTRACT BUGS, FAILURES, OR EXPLOITS
• DAMAGES ARISING FROM THIRD-PARTY SERVICES OR BLOCKCHAIN NETWORKS

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNT YOU DEPOSITED IN THE 90 DAYS PRECEDING THE CLAIM.

Some jurisdictions do not allow limitation of liability for certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Nova, its contributors, and affiliates from any claims, damages, losses, or expenses (including legal fees) arising from your use of the Services or violation of these Terms.

12. Modifications

We reserve the right to modify these Terms at any time. Changes will be effective when posted to the website. Continued use of the Services after changes constitutes acceptance of modified Terms.

For material changes, we will provide notice through the website or other reasonable means.

13. Termination

We reserve the right to restrict or terminate your access to the website (but not the smart contracts) at any time for any reason, including violation of these Terms. Smart contracts are immutable and cannot be terminated.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

14.2 Agreement to Arbitrate

You and Nova agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except as set forth in Section 14.4 below.

This means you are waiving your right to have Disputes resolved in court by a judge or jury.

14.3 Arbitration Rules and Procedure

The arbitration will be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com or by calling 1-800-352-5267.

If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the parties cannot agree on an alternative forum, either party may petition a court of competent jurisdiction to appoint an arbitrator.

14.4 Exceptions to Arbitration

Notwithstanding Section 14.2, the following Disputes are not subject to arbitration:

• Small Claims: Any Dispute that qualifies for small claims court may be brought in small claims court in the jurisdiction where you reside or where Nova is located, at your option.
• Injunctive Relief: Either party may seek emergency equitable relief (such as a temporary restraining order or preliminary injunction) in court to preserve the status quo pending arbitration.
• Intellectual Property: Claims of infringement or misappropriation of intellectual property rights may be brought in court.

14.5 Class Action Waiver

YOU AND NOVA AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

This means you cannot bring a claim as a plaintiff or class member in a class action, the arbitrator cannot consolidate more than one person's claims, the arbitrator cannot preside over any form of representative or class proceeding, and the arbitrator's decision applies only to the individual who brought the claim.

If a court decides that this class action waiver is unenforceable, then the entire arbitration agreement in Section 14 shall be null and void. However, all other parts of these Terms will remain in effect.

14.6 Informal Dispute Resolution

Before filing an arbitration claim, you agree to first contact us and attempt to resolve the dispute informally.

Send a written notice describing the Dispute to legal@novagenesis.xyz. Include your name, wallet address, a description of the Dispute, and your proposed resolution.

Both parties will have 60 days from receipt of the notice to resolve the Dispute informally. If the Dispute is not resolved within 60 days, either party may initiate arbitration.

14.7 Arbitration Award and Enforcement

The arbitrator's decision and award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

14.8 Confidentiality

All aspects of the arbitration proceeding, including the award, shall be strictly confidential, except as required by law or as necessary to enforce or challenge the award.

14.9 Survival

This arbitration agreement will survive the termination of your relationship with Nova.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. No Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Failure to enforce any right or provision shall not constitute a waiver of such right or provision.

17. Contact

For questions about these Terms, contact us at:

Email: legal@novagenesis.xyz
Twitter: @novagenesisxyz