Terms of Service

Last Updated: March 26, 2025

1. Introduction and Acceptance

Welcome to NUVOS. These Terms of Service ("Terms") govern your access to and use of the NUVOS mobile application, website, and services (collectively, the "Platform" or "Services"), operated by NUVOS Technologies Inc. ("NUVOS," "we," "us," or "our").

By accessing or using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting. Your continued use of the Platform following any changes constitutes acceptance of those changes.

2. Platform Description

NUVOS operates a dual-sided marketplace platform that connects homeowners and property owners ("Clients") with independent contractors and service providers ("Contractors") for home improvement and repair projects.

2.1 NUVOS as Platform Facilitator

NUVOS acts solely as an intermediary platform to facilitate connections between Clients and Contractors. Specifically:

• NUVOS does not employ, contract for, or supervise any Contractor
• Contractors are independent contractors, not employees or agents of NUVOS
• NUVOS does not control how, when, or where Contractors perform their work
• NUVOS does not guarantee the quality, safety, or legality of services performed
• NUVOS is not responsible for Contractor conduct, workmanship, or compliance with applicable laws

Any disputes regarding the quality of work, project scope, or service delivery must be resolved directly between the Client and Contractor, subject to the dispute resolution process outlined in Section 6.

3. User Accounts and Eligibility

3.1 Account Registration

To use certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep this information updated.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.3 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use our Services. By using the Platform, you represent and warrant that you meet these requirements.

4. Payment Terms

4.1 Project Payment Structure

NUVOS operates a platform-mediated payment experience for marketplace projects. Clients pay through NUVOS, Contractors receive NUVOS-managed payouts through our payment partner, Stripe, and ordinary marketplace work should not require direct off-platform payment between Clients and Contractors. The following payment structure applies to all projects:

4.2 Upfront Deposit (10%)

When a Client accepts a Contractor's bid or proposal:

• The Client's credit card on file will be charged a 10% deposit of the total project value
• This deposit is processed immediately via Stripe's secure payment infrastructure
• The deposit is non-refundable except as provided in Section 6 (Dispute Resolution)
• The deposit serves as a commitment from both parties to proceed with the project

4.3 Vaulted Balance (90%)

The remaining 90% of the project funds are handled as follows:

• The vaulted amount is authorized but not immediately charged to the Client's payment method
• Funds remain secured in our vault until the project is marked as complete
• Upon project completion, the vaulted amount is charged to the Client's payment method
• If a dispute is raised during the 24-hour hold period (Section 4.4), the vaulted funds remain secured pending resolution

4.4 24-Hour Payout Hold

Upon project completion:

• The Client has 24 hours to review the completed work and either approve it or flag an issue
• If the Client approves the work or takes no action within 24 hours, the project is automatically approved
• Once approved, the vaulted 90% balance is charged to the Client, and funds are released to the Contractor after a 24-hour payout hold
• The total time from project completion to Contractor payout is up to 48 hours (24-hour review period + 24-hour payout hold)

4.5 Contractor Payouts

Contractors receive payment as follows:

• The 10% upfront deposit is released to the Contractor immediately upon project acceptance
• The remaining 90% is released to the Contractor after the 24-hour payout hold following project approval
• All payouts are processed through Stripe Connect to the Contractor's linked bank account
• Contractors are responsible for all taxes and reporting obligations related to their earnings

4.6 Payment Methods

We accept major credit and debit cards through Stripe. By providing your payment information, you authorize us to charge your payment method for the agreed-upon amounts. All payments are processed in accordance with Stripe's Terms of Service and Privacy Policy.

5. Platform Fees

NUVOS charges service fees to maintain and operate the Platform. Current fee structures are:

• Client Fees: No additional fees beyond the project cost
• Contractor Fees: A service fee is deducted from each payout. Current rates are displayed in the Contractor dashboard

We reserve the right to modify our fee structure with 30 days' advance notice.

6. Dispute Resolution and Payout Holds

6.1 Raising a Dispute

If a Client is unsatisfied with completed work, they may raise a dispute within the 24-hour review period following project completion:

• The Client must flag the issue through the NUVOS app within 24 hours of project completion
• The Client must provide a detailed description of the issue and supporting documentation (photos, etc.)
• Once a dispute is raised, payout of the disputed project funds is paused and will not be released through the Platform until the dispute is resolved or otherwise handled under this Section 6

6.2 Three-Tier Dispute Workflow

Clients and Contractors agree to use the Platform's internal dispute workflow in good faith before seeking external legal action, except where immediate legal, regulatory, payment-network, or emergency action is required. NUVOS facilitates documentation, communication, and fund-hold administration, but NUVOS is not the provider of the underlying work and does not guarantee any party's performance.

Tier 1: Cool-Off and Direct Negotiation

When a Client flags an issue, NUVOS pauses the relevant payout and opens a dedicated dispute thread between the Client and Contractor. The parties are expected to communicate through the Platform and attempt to resolve the issue directly.

• NUVOS may require each party to participate in a minimum exchange of Platform messages before escalation
• The Contractor may propose a cure, such as rework, a scheduled return visit, a clarified change order, or a partial discount
• The standard cure period is 48 to 72 hours, unless NUVOS sets a shorter or longer period based on project urgency, safety, or support availability

Tier 2: Managed Mediation

If Tier 1 does not resolve the issue, a NUVOS support representative, and where appropriate an AI-assisted support tool, may help organize the dispute record and facilitate continued negotiation.

• Both parties may be asked to upload evidence, including photos, completion notes, messages, signed change orders, timestamps, invoices, or other project records
• NUVOS may provide a non-binding recommendation based on the project scope, in-app records, submitted evidence, and applicable Platform policies
• Possible mediated outcomes include Contractor cure, partial discount, partial refund, full release to the Contractor, or another written agreement between the parties

Tier 3: External Resolution, Arbitration, Court Order, or Payment-Network Process

If the parties cannot resolve the dispute through Tier 1 or Tier 2, NUVOS may continue holding the disputed payout in the internal ledger while the parties pursue a mutually agreed external resolution method, a court order, or another formal process available under applicable law.

• For high-value projects, including projects above thresholds shown in the app or project terms, NUVOS may recommend a third-party digital arbitration, mediation, or expert review service
• NUVOS will release or adjust funds according to a mutual written agreement between the parties, a final order from a court or authorized dispute-resolution provider, a payment-network outcome, or another resolution permitted by applicable law and Platform policy
• Nothing in these Terms limits rights that cannot be waived under applicable law, including rights related to payment-card chargebacks, regulatory complaints, emergency relief, liens, or court proceedings where such rights apply

6.3 Dispute Resolution Timeline

Most Platform disputes are expected to resolve within 5-10 business days. Complex disputes, high-value disputes, missing evidence, third-party review, court proceedings, or payment-network disputes may take longer. During the dispute resolution period:

• The disputed payout remains paused and inaccessible to both parties through the Platform
• Any release, refund, discount, or adjustment must be supported by Platform records, mutual written agreement, applicable payment-network outcome, court order, or other resolution permitted by these Terms
• Both parties must cooperate in good faith, respond to reasonable information requests, and avoid moving dispute communications outside the Platform when NUVOS requests an auditable record

6.4 Resolution Options

Depending on the facts and the parties' agreement, dispute outcomes may include:

• Contractor agrees to remedy the issue
• Partial discount or partial refund agreed upon by both parties
• Full refund to the Client where supported by agreement, payment-network outcome, court order, or Platform policy
• Release of funds to the Contractor
• Continued hold pending external resolution, chargeback process, arbitration, mediation, or court order

6.5 NUVOS Role and Non-Binding Recommendations

NUVOS may review available records and provide operational guidance or a non-binding recommendation, but NUVOS does not act as a court, arbitrator, insurer, construction expert, or guarantor of either party's performance. Unless the parties expressly agree to a separate binding arbitration or third-party review process, NUVOS recommendations are intended to facilitate settlement and are not a legal judgment.

6.6 Chargebacks and Payment-Network Disputes

Clients and Contractors agree that the Platform dispute workflow should be used before initiating a payment-card chargeback when reasonably possible. However, payment-card networks, issuing banks, Stripe, and applicable law may provide chargeback or dispute rights that operate independently of the Platform. If a chargeback or payment-network dispute occurs, NUVOS may submit Platform records, project evidence, messages, and policy information to Stripe, the payment network, or the issuing bank as permitted by law and applicable payment processor rules.

6.7 Good-Faith Cooperation

By using NUVOS, Clients and Contractors agree to participate in the internal dispute workflow in good faith, preserve relevant records, submit truthful evidence, and avoid conduct intended to misuse the dispute process, payment holds, refunds, chargebacks, or payouts. Misuse of the dispute process may result in account restrictions, delayed payouts, removal from the Platform, or other remedies available under these Terms.

7. SMS Communications and A2P 10DLC Compliance

7.1 Consent for SMS Communications

By providing your phone number and using our Services, you expressly consent to receive SMS text messages from NUVOS for the following purposes:

• Account verification and security alerts
• Project updates and contractor matching notifications
• Appointment reminders and scheduling confirmations
• Payment confirmations and billing notifications
• Customer service communications

7.2 Message Frequency and Rates

Message Frequency: Message frequency varies based on your activity and project status. You may receive:

• Transactional messages: As needed for account and project management
• No marketing SMS messages without explicit consent

Message and Data Rates: Message and data rates may apply depending on your mobile carrier and plan. NUVOS does not charge for SMS messages, but your carrier may apply standard messaging rates.

7.3 Opt-Out Instructions

You can opt out of SMS communications at any time:

• Text STOP: Reply STOP to any SMS message to unsubscribe from all SMS communications
• App Settings: Update your notification preferences in the NUVOS mobile app
• Contact Us: Email support@mynuvos.com to request removal from SMS lists

After opting out, you will receive a confirmation message, and we will cease sending SMS messages within 24 hours.

7.4 Help and Support

For help with SMS communications:

• Text HELP: Reply HELP to any SMS message for assistance
• Email: Contact support@mynuvos.com

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NUVOS PROVIDES THE PLATFORM "AS IS" WITHOUT WARRANTIES OF ANY KIND
• NUVOS DOES NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE
• NUVOS IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• NUVOS'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR OUR SERVICES

9. Indemnification

You agree to indemnify, defend, and hold harmless NUVOS and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses arising out of:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any third-party rights
• Your conduct in connection with the Platform

10. Termination

We may terminate or suspend your account and access to the Platform immediately, without prior notice or liability, for any reason, including breach of these Terms.

Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

12. Contact Us

If you have any questions about these Terms, please contact us: