Terms of service
and client agreement
Preamble & Overview
This Terms of Service and Client Agreement (hereinafter referred to as the "Agreement," "Terms," or "TOS") is a legally binding contract entered into between NUV Technology (hereinafter referred to as the "Company," "NUV Technology," "we," "us," or "our") and any individual, business entity, organization, or legal representative (hereinafter referred to as the "Client," "User," "you," or "your") who accesses, uses, purchases, interacts with, or otherwise engages with any service, product, platform, software integration, automation system, website, or digital resource provided or operated by NUV Technology.
This Agreement governs the entire relationship between NUV Technology and its Clients, and it is the intent of both parties that this document serve as the authoritative, comprehensive, and complete expression of the rights, responsibilities, obligations, limitations, and protections applicable to all parties throughout the duration of any engagement with NUV Technology.
By accessing, using, signing up for, purchasing, subscribing to, interacting with, or otherwise engaging with any NUV Technology product or service, whether digitally, in writing, verbally, or through any third-party interface or integration, the Client affirms and acknowledges that they have carefully read and thoroughly understood all of the terms and conditions set forth in this Agreement, and that they fully and voluntarily agree to be legally bound by every provision herein.
IMPORTANT: IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO USE OR ACCESS ANY SERVICES PROVIDED BY NUV TECHNOLOGY. CONTINUED USE OF ANY NUV TECHNOLOGY SERVICE CONSTITUTES IRREVOCABLE ACCEPTANCE OF THIS AGREEMENT.
This Agreement is intended to be read as a whole. Each section complements and reinforces the others. No individual section should be interpreted in isolation. In the event of ambiguity, the terms shall be interpreted in a manner consistent with the intent of protecting the operational integrity of NUV Technology while providing the Client with a clear understanding of the scope and nature of the services provided.
SECTION 1: COMPANY OVERVIEW & SERVICE DESCRIPTION
1.1 Identity & Nature of the Company
NUV Technology is a digital services company founded and operated with the mission of providing high-quality, results-driven digital solutions to individuals, startups, small businesses, mid-market enterprises, and corporate entities. NUV Technology operates as a technology and services provider specializing in next-generation digital infrastructure and automation solutions, delivering intelligent systems designed to modernize how businesses engage with customers and manage internal operations.
NUV Technology is not a law firm, financial institution, registered investment advisor, licensed healthcare provider, or accredited educational institution. Nothing in this Agreement or in any NUV Technology communication shall be construed as legal, financial, medical, or professional advice.
1.2 Core Services Offered
NUV Technology offers a broad and evolving portfolio of digital services. The primary service categories currently include, but are not limited to, the following:
1.2.1 Marketing Services
NUV Technology provides comprehensive digital marketing services designed to increase brand visibility, generate inbound leads, improve customer acquisition rates, and support sustained business growth. These services may include, but are not limited to:
- Digital advertising campaign strategy, setup, and management across platforms including but not limited to Google Ads, Meta (Facebook/Instagram), TikTok Ads, LinkedIn Ads, and other emerging advertising channels
- Search engine optimization (SEO) services, including on-page optimization, technical SEO audits, keyword research, content strategy, and link-building campaigns
- Social media marketing (SMM) services, including content creation, community management, engagement strategies, and platform-specific growth tactics
- Email marketing campaign design, automation sequence construction, list management, A/B testing, and performance analysis
- Content marketing including blog strategy, copywriting, landing page content, video scripts, and brand messaging frameworks
- Conversion rate optimization (CRO) services including funnel analysis, user behavior tracking, and A/B testing of key conversion elements
- Marketing analytics and reporting, including monthly performance summaries, KPI dashboards, and strategic recommendations
- Brand positioning and identity consulting to ensure cohesive messaging across all digital channels
1.2.2 AI Automation Setup
NUV Technology designs, configures, and deploys artificial intelligence-powered automation systems tailored to each client's operational requirements. These services include but are not limited to:
- AI-powered chatbot design and deployment for customer service, lead qualification, appointment scheduling, and support ticket triage
- Intelligent workflow automation connecting multiple software platforms to eliminate manual data entry and human-in-the-loop bottlenecks
- Natural language processing (NLP) system configuration for inbound communication categorization and automated response routing
- AI-assisted lead scoring systems that evaluate, rank, and route inbound prospects based on pre-defined criteria
- Automated reporting and business intelligence pipeline setup using AI aggregation tools
- Predictive analytics configuration to help clients anticipate customer behavior, churn, and revenue trends
- AI model prompt engineering and optimization for clients using large language model (LLM) integrations
1.2.3 Website Deployment Assistance
NUV Technology provides technical assistance to clients launching or maintaining web-based properties. Services include:
- Domain configuration, DNS management, and nameserver alignment
- Hosting environment selection and initial server configuration
- Website deployment assistance including staging environment setup, deployment pipeline guidance, and launch checklist support
- SSL certificate installation and HTTPS configuration
- Performance optimization including page speed audits, caching configuration, and CDN integration
- Website maintenance planning, uptime monitoring setup, and backup strategy guidance
- Shopify, WordPress, Webflow, and other CMS platform build-outs and customizations
1.2.4 Workflow Integrations
NUV Technology specializes in connecting disparate business tools and software platforms into unified, automated workflows. These integrations may include:
- CRM integration with sales, marketing, and support platforms
- E-commerce platform integration with fulfillment, inventory, and accounting systems
- Zapier, Make (formerly Integromat), n8n, and custom API-based automation workflows
- Integration of communication platforms (Slack, Teams, Discord, SMS, email) with business intelligence tools
- Webhook configuration and custom API endpoint routing
1.2.5 Lead Generation Systems
NUV Technology builds and configures systems specifically designed to systematically attract, capture, qualify, and nurture leads for businesses across industries. Services include:
- Lead magnet strategy and creation (checklists, templates, webinar funnels, gated content)
- Landing page design and optimization for maximum lead capture rates
- Multi-step form configuration, validation logic, and CRM submission routing
- Automated follow-up sequence configuration across email, SMS, and in-app notification channels
- Retargeting pixel installation and audience segmentation
1.2.6 Communication Automations
NUV Technology configures automated communication systems designed to maintain consistent and personalized outreach at scale, including:
- Automated email drip sequences and behavioral trigger campaigns
- SMS marketing automation and two-way conversational SMS system setup
- Appointment reminder and confirmation systems
- Post-purchase follow-up sequences for client retention
- Review and testimonial solicitation automations
- Customer satisfaction survey deployment and response aggregation
1.2.7 Hosting & Deployment Configuration
NUV Technology assists clients in selecting, configuring, and managing hosting environments for web applications, APIs, and digital assets. This includes:
- Cloud infrastructure selection consulting (AWS, Google Cloud, Azure, DigitalOcean, Vercel, Netlify, Cloudflare, and others)
- Server environment configuration including environment variables, build scripts, and CI/CD pipeline setup
- Database hosting configuration and access management
- Domain pointing, CDN setup, and edge caching configuration
1.2.8 Third-Party Platform Integrations
NUV Technology facilitates the connection of client accounts with third-party software platforms to enhance functionality and automate operations. These may include:
- Payment processor integrations (Stripe, PayPal, Square, and others)
- Accounting software integrations (QuickBooks, Xero, FreshBooks, and others)
- Communication platform integrations (Twilio, SendGrid, Mailgun, HubSpot, and others)
- E-commerce platform integrations (Shopify, WooCommerce, BigCommerce, and others)
- Scheduling and calendar platform integrations (Calendly, Acuity, Google Calendar, and others)
1.3 Service Availability
Services offered by NUV Technology are available to clients globally unless otherwise restricted by applicable law, regulatory compliance obligations, or platform-specific geographic limitations. NUV Technology reserves the right to decline service to any individual or entity for any reason consistent with applicable law, including but not limited to geographic restrictions, ethical considerations, or incompatibility with NUV Technology's operational standards.
SECTION 2: THIRD-PARTY PLATFORMS & EXTERNAL DEPENDENCIES
2.1 Reliance on Third-Party Infrastructure
The delivery of NUV Technology's services is substantially dependent on third-party software platforms, cloud infrastructure providers, application programming interfaces (APIs), software-as-a-service (SaaS) tools, and external data systems. The Client acknowledges and agrees that NUV Technology does not own, operate, or control any of these third-party systems and that the availability, reliability, security, and functionality of NUV Technology's services may be directly or indirectly affected by the performance of these external providers.
Third-party platforms used in connection with NUV Technology's services may include, but are not limited to, the following categories:
- Customer Relationship Management (CRM) platforms: including but not limited to HubSpot, Salesforce, GoHighLevel, Zoho, Pipedrive, and Keap
- Email delivery and marketing automation platforms: including but not limited to SendGrid, Mailchimp, Klaviyo, ActiveCampaign, ConvertKit, Drip, and Constant Contact
- Analytics and tracking platforms: including but not limited to Google Analytics, Meta Pixel, Hotjar, Mixpanel, Segment, and Amplitude
- Cloud hosting and infrastructure providers: including but not limited to Amazon Web Services (AWS), Google Cloud Platform, Microsoft Azure, DigitalOcean, Cloudflare, Vercel, and Netlify
- Payment processing platforms: including but not limited to Stripe, PayPal, Square, Braintree, and Authorize.Net
- Automation and workflow platforms: including but not limited to Zapier, Make (Integromat), n8n, and Pipedream
- Communication and messaging platforms: including but not limited to Twilio, Vonage, Bandwidth, Slack, and Microsoft Teams
- AI and machine learning platforms: including but not limited to OpenAI, Anthropic, Google Gemini, Groq, Hugging Face, and others
- Content delivery networks (CDNs): including but not limited to Cloudflare CDN, Fastly, and Akamai
2.2 Data Handling by Third Parties
By engaging with NUV Technology's services, the Client acknowledges and consents to the possibility that certain data, including but not limited to personal information, business information, contact data, behavioral data, financial transaction data, and usage data, may be transmitted to, processed by, or stored within one or more third-party platforms as part of the normal operation of NUV Technology's services.
NUV Technology does not independently control how third-party platforms collect, store, process, share, or protect data transmitted through their systems. The Client is strongly encouraged to independently review the privacy policies, data processing agreements, and terms of service of all third-party platforms connected to their project prior to commencing service.
2.3 Third-Party Terms Compliance
The use of third-party platforms as part of NUV Technology's service delivery does not transfer any compliance obligation from the Client to NUV Technology. The Client remains solely responsible for ensuring that their use of any NUV Technology-configured integration complies with the applicable terms of service, usage policies, and acceptable use requirements of each third-party platform connected to their account or project.
NUV Technology shall not be held liable for any service termination, account suspension, data loss, or other adverse consequence arising from a Client's violation of a third-party platform's terms of service, whether or not the violation occurred as a result of an NUV Technology-configured integration.
Clients are strongly encouraged to review the terms and privacy policies of all platforms used in their NUV Technology integration stack. NUV Technology can provide a list of active third-party platforms connected to a client's deployment upon written request.
SECTION 3: DATA STORAGE, PRIVACY & SECURITY
3.1 NUV Technology's Data Storage Posture
NUV Technology does not maintain centralized internal databases for the storage of sensitive client data unless explicitly and specifically agreed to in a separate, written data processing agreement signed by both parties. The operational model of NUV Technology is built upon the orchestration and integration of industry-standard third-party platforms that serve as the primary repositories for any data collected, processed, or transmitted as part of NUV Technology's service delivery.
In practical terms, this means that the majority of data generated through the Client's use of NUV Technology's services, including contact records, lead information, automation logs, behavioral tracking data, and campaign analytics, resides within the infrastructure of third-party platforms rather than on servers directly operated by NUV Technology.
3.2 Categories of Data That May Be Processed
Depending on the specific services engaged, NUV Technology's configurations and integrations may process the following categories of data:
- Personal identification data: including names, email addresses, phone numbers, postal addresses, usernames, and similar identifiers
- Business contact information: including company names, business email addresses, job titles, and professional contact details
- Behavioral and engagement data: including website visit history, click-through rates, email open rates, form submission records, and user session data
- Financial transaction data: including purchase amounts, subscription status, payment method metadata (but NOT full payment card numbers, which are never transmitted through NUV Technology's direct systems)
- Communication records: including outbound email content, SMS message logs, and automated conversation histories
- Analytics and performance data: including ad spend data, conversion rate data, campaign performance metrics, and ROI calculations
- Technical configuration data: including API keys, webhook URLs, and platform credentials (which are always handled with strict confidentiality)
3.3 Security Measures & Limitations
NUV Technology takes reasonable precautions within the scope of its direct operations to maintain the confidentiality and integrity of client information. These precautions include, but are not limited to:
- Using encrypted communication channels (HTTPS/TLS) for all digital transmissions directly managed by NUV Technology
- Limiting internal access to client credentials and sensitive configuration data to authorized personnel only
- Following industry best practices for API key management, including avoiding hardcoding credentials and using environment-level secret management where applicable
- Promptly notifying affected clients of any confirmed security incident within NUV Technology's direct operational control, to the extent legally permissible
However, it is critical that the Client understands the inherent limitations of this security posture. NUV Technology does not and cannot guarantee protection against security incidents, data breaches, or unauthorized access events that originate from:
- Third-party platform infrastructure vulnerabilities
- Client-side security failures, including compromised credentials, weak passwords, or unauthorized access by the Client's own personnel
- Zero-day exploits or advanced persistent threats targeting the underlying infrastructure of third-party providers
- Force majeure events, including cyberattacks of national or global scale
- Insider threats within third-party platform organizations
3.4 Client Responsibility for Data Security
The Client bears primary responsibility for the security of any credentials, API keys, access tokens, or administrative passwords provided to or generated on behalf of their account. The Client agrees to:
- Use strong, unique passwords for all platform accounts connected to NUV Technology's integrations
- Enable multi-factor authentication (MFA) on all accounts where such functionality is available
- Promptly revoke and rotate any credentials that are believed to have been compromised
- Restrict administrative access to their platform accounts to authorized personnel only
- Notify NUV Technology immediately if they suspect unauthorized access to any system connected to a NUV Technology integration
3.5 Privacy Law Compliance
The Client is solely responsible for ensuring that their use of NUV Technology's services, including the collection, processing, storage, and transmission of personal data through NUV Technology-configured systems, complies with all applicable privacy laws and data protection regulations, including but not limited to:
- The General Data Protection Regulation (GDPR) for clients processing the personal data of individuals located in the European Union or European Economic Area
- The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for clients subject to California law
- The CAN-SPAM Act and similar anti-spam regulations for email marketing services
- The Telephone Consumer Protection Act (TCPA) for SMS and voice communication automations
- Any other applicable federal, state, provincial, or international privacy law relevant to the Client's industry and geographic operating context
NUV Technology makes no representation that its services, as configured for any particular client, automatically comply with any specific privacy law or regulatory framework. Compliance is the exclusive responsibility of the Client.
SECTION 4: MARKETING SERVICES, SCOPE, LIMITATIONS & LIABILITY
4.1 Nature of Marketing Services
Marketing services represent one of the core service offerings of NUV Technology and are subject to the specific provisions detailed in this section, in addition to the general terms applicable to all services. Clients engaging NUV Technology for marketing services acknowledge the inherently unpredictable and dynamic nature of digital marketing outcomes and agree to the limitations and disclaimers set forth herein.
4.2 Services Within Scope of Marketing Engagements
Subject to the specific deliverables outlined in any applicable Statement of Work (SOW), Proposal, or Service Agreement, marketing services provided by NUV Technology may include any or all of the following:
- Strategic digital advertising campaign development including audience targeting, budget allocation, creative direction, ad copy, and bidding strategy
- Paid media management across platforms including but not limited to Google Ads, Meta Ads Manager, TikTok Ads, Pinterest Ads, LinkedIn Ads, and programmatic display networks
- Organic social media growth strategy development, content calendar creation, and account management support
- SEO strategy execution including keyword research, on-page optimization, technical SEO improvements, and authority-building backlink strategies
- Conversion funnel architecture, landing page optimization, and lead magnet development
- Marketing performance reporting, analytics interpretation, and ongoing strategic advisory
4.3 Performance Disclaimers, No Guarantee of Results
The Client expressly acknowledges and accepts that digital marketing is a practice governed by a vast number of variables, many of which are entirely outside the control of NUV Technology. By engaging NUV Technology's marketing services, the Client agrees that NUV Technology does not and cannot guarantee any specific outcome, metric, or business result, including but not limited to:
- A specific number of leads, prospects, or inquiries generated within any given time period
- A specific volume of website traffic, social media followers, or email subscribers
- A specific cost per click (CPC), cost per lead (CPL), cost per acquisition (CPA), or return on ad spend (ROAS)
- A specific revenue increase, profit margin improvement, or return on marketing investment (ROMI)
- A specific search engine ranking position for any given keyword or keyword set
- A specific number of sales, transactions, or customer conversions
- A specific level of social media engagement, reach, or viral distribution
- Any particular outcome from any advertising platform's algorithm or auction system
Marketing outcomes are influenced by factors including but not limited to industry competitiveness, seasonal demand variation, platform algorithm changes, economic conditions, competitor activity, advertising budget levels, creative quality, and audience receptivity. NUV Technology's role is to apply professional expertise and best practices, outcomes are never guaranteed.
4.4 Factors Affecting Marketing Performance
The Client acknowledges the following non-exhaustive list of external factors that may positively or adversely impact the performance of NUV Technology's marketing services:
- Changes to advertising platform algorithms, ad auction dynamics, or targeting capabilities implemented by third-party advertising platforms without notice
- Changes to the Client's product offering, pricing structure, website, or value proposition that occur during an active marketing engagement
- Macroeconomic conditions including recessions, inflationary periods, or industry-wide demand contractions
- Increased competitive activity within the Client's market segment
- Seasonal demand fluctuations specific to the Client's industry
- Platform-imposed restrictions on advertising categories, industries, or targeting parameters
- Changes in consumer behavior patterns, social trends, or media consumption habits
- Quality or responsiveness of the Client's sales team in following up with marketing-generated leads
- Client's product-market fit, pricing competitiveness, and overall brand perception in the market
4.5 Advertising Account Management & Platform Restrictions
In the event that NUV Technology manages advertising accounts on behalf of the Client, the following provisions apply:
- NUV Technology will manage advertising accounts in accordance with the stated policies of the applicable advertising platforms and in good faith pursuit of the Client's stated business objectives
- NUV Technology is not responsible for advertising account suspensions, bans, restricted delivery, or other punitive actions imposed by advertising platforms as a result of platform policy violations, whether or not such violations are directly attributable to NUV Technology's management activities
- Advertising accounts remain the property of the Client, and it is the Client's responsibility to maintain compliance with the advertising platform's policies at all times, including compliance with policies governing the products or services being advertised
- NUV Technology will notify the Client promptly upon becoming aware of any account-level restriction or suspension
4.6 Marketing Liability Limitation
Notwithstanding any other provision of this Agreement, NUV Technology shall not be held liable for any of the following arising from or in connection with marketing services:
- Indirect business losses, including loss of anticipated profits, loss of business opportunity, or reputational damage
- Revenue losses attributable to marketing underperformance, regardless of cause
- Platform advertising account restrictions, suspensions, or permanent bans
- Customer acquisition failures or below-expectation lead generation outcomes
- Market fluctuations that affect the Client's business or the performance of any advertising campaign
- Any claim by a third party arising from marketing content created or published as part of NUV Technology's service delivery, including but not limited to copyright claims, defamation claims, or regulatory enforcement actions
SECTION 5: SERVICE DELIVERY, WARRANTIES, DISCLAIMERS & GENERAL GUARANTEES
5.1 Services Provided 'As Is'
All services provided by NUV Technology are delivered on an "as is" and "as available" basis. NUV Technology expressly disclaims all warranties, representations, and guarantees, whether express, implied, statutory, or otherwise, to the maximum extent permitted by applicable law. This includes but is not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or course of performance.
5.2 No Warranty of Continuous Availability
NUV Technology does not warrant or represent that any service, platform, integration, automation, or digital system configured or managed by NUV Technology will operate without interruption, downtime, errors, bugs, or defects at all times. Service availability is subject to planned and unplanned maintenance windows, third-party platform outages, internet infrastructure failures, and force majeure events, none of which give rise to liability on the part of NUV Technology.
5.3 No Warranty of System Compatibility
NUV Technology does not warrant that its services, configurations, or integrations will be compatible with all software systems, operating environments, hardware configurations, browsers, mobile devices, or network architectures that the Client may use or seek to connect. The Client is responsible for ensuring that their existing technology stack is compatible with any NUV Technology integration prior to commencing service.
5.4 No Warranty Regarding Third-Party Platform Reliability
NUV Technology explicitly disclaims any warranty regarding the reliability, uptime, accuracy, security, or continued availability of any third-party platform or service used in connection with NUV Technology's service delivery. The Client acknowledges that third-party platform outages, rate limiting, API deprecation, pricing changes, or feature modifications may impact NUV Technology's service delivery and that NUV Technology shall not be liable for any such disruption.
5.5 Error-Free Operation Disclaimer
NUV Technology does not warrant that any software, automation, or AI system configured by NUV Technology will operate in an error-free manner or produce accurate, complete, or unbiased output at all times. AI systems in particular are subject to known limitations including but not limited to hallucination, context window limitations, output variability, and potential biases inherited from training data. The Client agrees to maintain appropriate human oversight of any AI-powered automation system deployed by NUV Technology.
SECTION 6: CLIENT RESPONSIBILITIES & OBLIGATIONS
6.1 General Client Obligations
The successful delivery of NUV Technology's services is substantially dependent on the cooperation, accuracy, and active participation of the Client. By entering into this Agreement, the Client agrees to fulfill the following responsibilities throughout the duration of any NUV Technology engagement:
6.2 Account Access & Credential Management
- The Client is solely responsible for maintaining access to all platform accounts, email addresses, administrative dashboards, and digital assets connected to or required for NUV Technology's service delivery
- The Client agrees to securely store all passwords, API keys, access tokens, and credentials, whether created by the Client or provided by NUV Technology, in a secure password manager or equivalent credential management system
- The Client agrees not to share administrative credentials with unauthorized individuals and to promptly revoke access for any personnel who are no longer authorized to access the relevant accounts
- Loss of access to platform accounts by the Client shall not give rise to any liability or obligation on the part of NUV Technology, except to the extent that the loss of access was directly caused by a verifiable action of NUV Technology
6.3 Accuracy of Information
- The Client agrees to provide accurate, complete, and current information in all dealings with NUV Technology, including but not limited to business information, target audience descriptions, product and service details, compliance requirements, budget parameters, and performance goals
- The Client agrees to promptly update NUV Technology of any material changes to their business, products, services, legal status, or operational requirements that may affect the delivery or appropriateness of NUV Technology's services
- NUV Technology shall not be liable for any service deficiency, missed target, or adverse outcome resulting from inaccurate, incomplete, or outdated information provided by the Client
6.4 Lawful Use of Services
- The Client agrees to use NUV Technology's services exclusively for lawful purposes and in full compliance with all applicable local, state, national, and international laws, regulations, and industry standards
- The Client agrees not to use NUV Technology's services to engage in or facilitate spam, phishing, fraud, identity theft, false advertising, misleading marketing practices, or any other deceptive, abusive, or harmful activity
- The Client agrees not to use NUV Technology's services to collect, store, or process data of minors under the age of 13 (or applicable age of digital consent in the relevant jurisdiction) without appropriate parental consent and legal safeguards
- The Client agrees not to use NUV Technology's services to market or distribute illegal products, controlled substances, weapons, counterfeit goods, or any content that violates the terms of service of any advertising platform or third-party service provider
6.5 Data Backup Responsibilities
- The Client is solely responsible for maintaining independent, current backups of all critical business data, customer records, website content, and other digital assets that are processed or hosted through NUV Technology's configurations
- NUV Technology does not guarantee the preservation or recovery of any client data and shall not be liable for any data loss, corruption, or unavailability arising from third-party platform failures, configuration errors, or any other cause
- It is the Client's responsibility to ensure that backup systems are in place and functional before commencing any NUV Technology service that involves access to or modification of critical business data
6.6 Timely Communication & Cooperation
- The Client agrees to respond to NUV Technology communications in a reasonably timely manner. Delays in client response that materially impede NUV Technology's ability to deliver services shall not constitute a breach of this Agreement by NUV Technology
- The Client agrees to attend scheduled check-in calls, review deliverables within agreed-upon timelines, and provide feedback promptly to facilitate the efficient delivery of services
- Extended periods of Client non-communication (exceeding 30 calendar days without prior arrangement) may result in the temporary suspension or termination of active service engagements at NUV Technology's discretion
6.7 Review of Third-Party Terms
- The Client agrees to independently review and comply with the terms of service, acceptable use policies, and privacy policies of all third-party platforms used in connection with their NUV Technology engagement
- The Client acknowledges that third-party platforms may update their terms at any time and that staying current with such updates is the exclusive responsibility of the Client
SECTION 7: LIMITATION OF LIABILITY
IMPORTANT: THIS SECTION CONTAINS IMPORTANT LIMITATIONS ON NUV TECHNOLOGY'S LEGAL LIABILITY. PLEASE READ CAREFULLY.
7.1 Maximum Liability Cap
To the fullest extent permitted by applicable law, NUV Technology's maximum aggregate liability to the Client for any claim, loss, damage, or cause of action arising out of or in connection with this Agreement or the services provided hereunder, regardless of the legal theory under which such liability is asserted, shall not exceed seventy percent (70%) of the total fees actually paid by the Client to NUV Technology for the specific service or deliverable that is the direct subject of the claim during the three (3) months immediately preceding the event giving rise to the claim.
7.2 Exclusion of Consequential & Indirect Damages
Under no circumstances shall NUV Technology, its officers, directors, employees, contractors, agents, partners, suppliers, licensors, or affiliates be liable to the Client or any third party for any:
- Indirect, incidental, special, consequential, exemplary, or punitive damages
- Loss of actual or anticipated profits, revenue, sales, or business opportunities
- Loss of data, corruption of data, or failure to maintain data integrity
- Business interruption losses, regardless of cause or duration
- Loss of goodwill, brand reputation, or market position
- Costs of substitute services or replacement systems
- Service interruptions caused by third-party platform outages or API failures
- Cybersecurity incidents, data breaches, or unauthorized access events originating from third-party infrastructure
- Missed business opportunities, client relationships, or contracts arising from service delays or underperformance
These exclusions apply even if NUV Technology has been advised of the possibility of such damages and regardless of whether any remedy set forth herein fails of its essential purpose.
7.3 Force Majeure
NUV Technology shall not be liable for any delay in, interruption of, or failure to perform any service obligation under this Agreement to the extent that such delay, interruption, or failure results from causes beyond NUV Technology's reasonable control, including but not limited to:
- Natural disasters, earthquakes, floods, fires, hurricanes, or other acts of God
- Pandemics, epidemics, or public health emergencies
- Acts of war, terrorism, civil unrest, or government action
- Large-scale internet infrastructure failures or global cyberattacks
- Power grid failures or utility outages affecting hosting infrastructure
- Third-party platform outages, including major cloud provider incidents
7.4 Essential Basis of the Bargain
The Client acknowledges that the limitations and exclusions of liability set forth in this Section 7 reflect a reasonable allocation of risk between NUV Technology and the Client, that NUV Technology would not be able to offer its services at current pricing levels without such limitations, and that these limitations form an essential part of the basis of the bargain between the parties. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
SECTION 8: SERVICE MODIFICATIONS, PRICING & PLATFORM CHANGES
8.1 Right to Modify Services
NUV Technology reserves the unrestricted right to modify, update, enhance, discontinue, or replace any aspect of its service offerings at any time and for any reason. Such modifications may include changes to the scope of services available, the platforms used to deliver those services, the methods by which deliverables are produced, the tools and technologies employed, and the pricing structures applicable to any service category.
8.2 Pricing Changes
NUV Technology reserves the right to adjust its pricing for any service at any time. Price changes applicable to ongoing retainer engagements will be communicated to affected clients with a minimum of thirty (30) calendar days' advance notice wherever operationally practicable. Price changes for new service engagements or project-based work may take effect immediately upon announcement.
Continued use of NUV Technology's services following notification of a price change constitutes the Client's acceptance of the updated pricing. If the Client does not agree to the updated pricing, they may elect to terminate their engagement in accordance with Section 9 of this Agreement.
8.3 Platform & Integration Updates
NUV Technology may, at its sole discretion and without prior notice, modify, replace, upgrade, or discontinue its use of any specific third-party platform, integration, or technology stack used in the delivery of services. Such changes may be necessitated by, but are not limited to:
- Third-party platform pricing increases or feature modifications
- Platform deprecation or discontinuation
- Discovery of superior technical alternatives that improve service quality
- Changes in platform terms of service that conflict with NUV Technology's operational standards
- Platform security vulnerabilities that require immediate migration
Where a platform migration or technology change may materially affect the Client's service experience, NUV Technology will make reasonable efforts to provide advance communication and to minimize disruption. However, NUV Technology shall not be liable for any business impact resulting from necessary platform changes.
8.4 Notification Commitment
While NUV Technology reserves the right to make operational changes without prior notice where required, it is the intent and practice of NUV Technology to proactively communicate material service modifications to affected clients in a timely manner. The Client acknowledges, however, that failure to successfully deliver advance notification, due to incorrect contact information, communication system failures, or other factors, shall not create liability for NUV Technology.
NUV Technology will make genuine, documented efforts to notify clients of significant service changes. However, this commitment does not create a legally enforceable guarantee of advance notice in all circumstances.
SECTION 9: TERMINATION OF SERVICES
9.1 Grounds for Termination by NUV Technology
NUV Technology reserves the right to immediately suspend, restrict, or permanently terminate the provision of services to any Client, without prior notice and without liability, upon the occurrence of any of the following:
9.1.1 Abusive Conduct
Any conduct by the Client, or any individual acting on behalf of the Client, that NUV Technology reasonably determines to constitute abuse, harassment, intimidation, or threatening behavior directed toward any NUV Technology employee, contractor, representative, or affiliate. This includes abuse communicated via any channel, including but not limited to email, phone, video call, social media, or in-person interactions.
9.1.2 Fraudulent Activity
Any actual or suspected fraudulent activity by the Client, including but not limited to providing false or misleading information to NUV Technology, misrepresenting the Client's identity or business nature, engaging in fraudulent chargebacks or payment disputes without legitimate basis, or using NUV Technology's services as part of a broader fraudulent scheme.
9.1.3 Illegal Use of Services
Any use of NUV Technology's services, directly or indirectly, in furtherance of any illegal activity, including but not limited to violation of anti-spam laws, data protection regulations, consumer protection statutes, intellectual property rights, securities laws, or any other applicable legal prohibition.
9.1.4 Violation of This Agreement
Any material breach of any provision of this Agreement by the Client that is not remedied within a reasonable cure period following notice from NUV Technology (where cure is possible).
9.1.5 Harassment or Threats Toward Staff
Any harassment, verbal abuse, physical threats, or menacing conduct directed toward NUV Technology's personnel, whether or not such conduct occurs in the direct context of a service interaction. NUV Technology maintains a zero-tolerance policy with respect to the safety and well-being of its team members.
9.2 Client-Initiated Termination
The Client may elect to terminate any ongoing service engagement with NUV Technology by providing written notice to support@nuvtechnology.com. The specific terms governing the termination of retainer engagements, project-based work, or subscription services, including any applicable notice periods, final invoicing procedures, or early termination fees, shall be governed by the specific Service Agreement or Statement of Work executed between the parties for the relevant engagement, in conjunction with the provisions of this Agreement.
9.3 Effects of Termination
Upon termination of any service engagement, regardless of the initiating party:
- NUV Technology will cease all active work on the Client's behalf as of the effective termination date
- Any outstanding fees for work completed or services rendered prior to the termination date shall remain due and payable in accordance with the applicable invoicing terms
- NUV Technology will, upon written request, make reasonable efforts to transfer to the Client any assets, configurations, or credentials that are the Client's property and that are within NUV Technology's custody at the time of termination
- Access credentials for any platform accounts owned by the Client shall be returned upon request within a commercially reasonable timeframe
- Provisions of this Agreement that are expressly or by their nature intended to survive termination shall remain in full force and effect following the termination of any service engagement, including but not limited to limitations of liability, indemnification obligations, and intellectual property provisions
SECTION 10: INTELLECTUAL PROPERTY
10.1 Client Ownership of Client-Provided Assets
The Client retains exclusive ownership of all intellectual property they provide to NUV Technology for use in connection with service delivery, including but not limited to brand assets, logos, existing website content, marketing collateral, creative materials, product descriptions, and proprietary business information. NUV Technology's use of Client-provided assets is limited to the specific purpose of delivering the agreed-upon services.
10.2 Work Product Ownership
Unless explicitly specified otherwise in a separate written agreement, all work product created by NUV Technology on behalf of the Client as part of a paid service engagement, including but not limited to ad creatives, landing page copy, automation workflows, website deployments, and campaign strategies, shall be deemed work created for the benefit of the Client upon full payment of all applicable fees. Transfer of ownership is contingent upon satisfaction of all outstanding financial obligations.
10.3 NUV Technology Proprietary Assets
Notwithstanding the foregoing, NUV Technology retains exclusive ownership of all proprietary methodologies, frameworks, templates, processes, tools, software code, and general knowledge assets developed by NUV Technology in the course of its business operations. Client engagements do not grant Clients any license, right, or interest in NUV Technology's proprietary intellectual property.
10.4 Third-Party Licensed Assets
In the course of delivering services, NUV Technology may utilize licensed third-party assets including but not limited to stock photography, licensed fonts, design templates, or software libraries. The use of such assets is subject to the licensing terms of the respective third-party rights holders. NUV Technology shall take reasonable steps to ensure that all licensed third-party assets used in Client deliverables are properly licensed for the intended commercial use.
SECTION 11: PAYMENT TERMS & FINANCIAL OBLIGATIONS
11.1 Fee Structure
All fees for NUV Technology's services are as specified in the applicable Proposal, Statement of Work, Service Agreement, or Invoice issued to the Client. Fees are stated in US Dollars (USD) unless explicitly noted otherwise. NUV Technology reserves the right to require partial or full payment in advance for any service engagement.
11.2 Payment Obligations
The Client agrees to pay all fees associated with their engagement in a timely manner in accordance with the payment schedule specified in their applicable service documentation. Late payment shall accrue interest at a rate of one and a half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) on all outstanding balances not settled within the agreed payment window.
11.3 Non-Payment & Service Suspension
NUV Technology reserves the right to suspend active service delivery, revoke access to any client-facing portals or dashboards, and withhold deliverables in the event of non-payment of outstanding fees. Service suspension due to non-payment shall not constitute a breach of this Agreement by NUV Technology.
11.4 Chargebacks & Disputes
The Client agrees to resolve any billing dispute with NUV Technology by contacting support@nuvtechnology.com prior to initiating any chargeback or payment dispute with their financial institution or payment processor. Initiating a chargeback without first attempting resolution with NUV Technology may result in immediate service termination and may subject the Client to collection proceedings for the full amount of any disputed fees plus associated costs.
SECTION 12: CONFIDENTIALITY
12.1 Mutual Confidentiality Obligations
Each party agrees to maintain the confidentiality of any non-public, proprietary, or competitively sensitive information disclosed by the other party in the course of their engagement ("Confidential Information") and to use such information solely for the purpose of fulfilling obligations under this Agreement.
12.2 Client Confidential Information
NUV Technology agrees to treat Client-provided business information, including but not limited to strategic plans, financial information, customer data, and proprietary technology, as confidential and to protect it with at least the same degree of care it applies to its own confidential information.
12.3 NUV Technology Confidential Information
The Client agrees to treat NUV Technology's proprietary methodologies, pricing structures, internal processes, technical implementations, and other non-public business information as confidential and not to disclose such information to any third party without NUV Technology's prior written consent.
12.4 Exceptions to Confidentiality
Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's information; or (d) is required to be disclosed by law, court order, or government regulation, provided that the disclosing party is given reasonable advance notice where legally permissible.
SECTION 13: DISPUTE RESOLUTION
13.1 Good Faith Resolution
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the services provided by NUV Technology, the parties agree to first attempt to resolve the matter through good faith negotiation. The disputing party shall provide written notice to the other party describing the nature of the dispute and the resolution sought, and both parties shall engage in constructive dialogue for a period of not less than thirty (30) calendar days prior to pursuing any formal dispute resolution process.
13.2 Mediation
If good faith negotiation fails to resolve the dispute within the thirty (30) day negotiation period, the parties agree to participate in non-binding mediation with a mutually agreed-upon mediator before pursuing arbitration or litigation. The costs of mediation shall be shared equally between the parties.
13.3 Binding Arbitration
If mediation is unsuccessful, any remaining disputes shall be submitted to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (AAA) or a comparable arbitration body. The arbitration shall take place in the jurisdiction in which NUV Technology is registered and operating. The decision of the arbitrator shall be final and binding on both parties.
13.4 Class Action Waiver
The Client expressly waives any right to participate in any class action lawsuit or class-wide arbitration against NUV Technology. All disputes must be brought in the Client's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
SECTION 14: INDEMNIFICATION
The Client agrees to indemnify, defend, and hold harmless NUV Technology and its officers, directors, employees, contractors, agents, affiliates, licensors, and successors from and against any and all claims, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way related to:
- The Client's breach of any provision of this Agreement
- The Client's use of NUV Technology's services in violation of applicable law
- Any claim by a third party resulting from marketing content, advertising, or communications prepared at the Client's direction
- The Client's infringement of any third-party intellectual property right
- The Client's unlawful collection or processing of personal data
- Any misrepresentation made by the Client to NUV Technology
SECTION 15: GENERAL PROVISIONS
15.1 Entire Agreement
This Agreement, together with any applicable Proposal, Statement of Work, Service Agreement, or Invoice executed between the parties, constitutes the entire agreement between NUV Technology and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to such subject matter.
15.2 Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
15.3 Waiver
No failure or delay by NUV Technology in exercising any right, remedy, or privilege under this Agreement shall constitute a waiver of that right, remedy, or privilege. A waiver of any specific breach shall not be deemed a waiver of any subsequent or continuing breach.
15.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which NUV Technology is registered and operating, without regard to its conflict of law principles.
15.5 Assignment
The Client may not assign, transfer, sublicense, or delegate any rights, obligations, or duties under this Agreement without the prior written consent of NUV Technology. NUV Technology may assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, to any affiliate, successor entity, or acquirer of all or substantially all of NUV Technology's business or assets, without Client consent.
15.6 Amendments
NUV Technology reserves the right to amend or update this Agreement at any time. Updated versions of this Agreement will be published on NUV Technology's website at nuvtechnology.com. The Client's continued use of NUV Technology's services following the publication of any amendment constitutes acceptance of the revised terms.
SECTION 16: ACCEPTANCE OF TERMS
16.1 Methods of Acceptance
The Client acknowledges and agrees that they have accepted and are legally bound by the terms of this Agreement upon occurrence of any of the following:
- Clicking or tapping any "I Agree," "Accept," "Submit," "Continue," or similar acceptance button or checkbox on any NUV Technology website, form, or application
- Executing a written Service Agreement, Proposal, Statement of Work, or any other contract that references or incorporates these Terms
- Making any payment to NUV Technology for any service
- Submitting any inquiry, form, or request for service through any NUV Technology website, landing page, or application
- Communicating with NUV Technology via email, phone, messaging platform, or any other channel for the purpose of obtaining services
- Using, accessing, installing, or interacting with any NUV Technology product, service, software, automation, or platform integration
16.2 Legal Capacity
By accepting this Agreement, the Client represents and warrants that: (a) if they are an individual, they are at least eighteen (18) years of age and have the full legal capacity to enter into and be bound by this Agreement; (b) if they are acting on behalf of a business entity or organization, they have full authority to bind that entity to the terms of this Agreement.
16.3 Informed Acceptance
The Client represents that they have had sufficient opportunity to read, review, and understand this Agreement prior to accepting its terms. NUV Technology strongly encourages Clients to seek independent legal counsel if they have any questions about the nature, scope, or legal implications of this Agreement.
SECTION 17: CONTACT INFORMATION & SUPPORT
Company
NUV Technology
Support Email
Website
Response Time
1 to 3 business days for general inquiries
Legal Notices
All legal notices must be submitted in writing to support@nuvtechnology.com with the subject line: LEGAL NOTICE
For questions, disputes, billing inquiries, or clarification regarding any provision of this Agreement, the Client is encouraged to contact NUV Technology through the channels identified above before pursuing any formal legal proceeding. NUV Technology is committed to resolving client concerns fairly and efficiently.
Acknowledgment
By purchasing services from NUV Technology (and agreeing to the Google Form), the Client confirms that they have read, understood, and voluntarily agree to all terms and conditions set forth in this NUV Technology Terms of Service and Client Agreement.
This document was prepared by NUV Technology and is subject to revision.
NUV Technology | nuvtechnology.com | support@nuvtechnology.com
