Terms of Service and Terms of Use

1. Agreement and order of precedence

These Terms of Service and Terms of Use (the “Terms”) form a binding agreement between CVNexus (“we,” “us,” or “our”) and the person or entity that accesses, purchases, administers, or uses CVNexus and related websites, applications, services, documentation, and support (collectively, the “Service”). By creating an account, accepting an Order Form, purchasing a subscription, accepting an invitation, or using the Service, you agree to these Terms.

CVNexus provides and operates the Service. Questions concerning these Terms may be sent to dee@famoussent.com.

If you use the Service for a company, contractor, owner, developer, design professional, consultant, supplier, public entity, or other organization, you represent that you have authority to bind that organization. “Customer” means that organization, and “Authorized User” means each person permitted to use the Service under Customer’s account.

The governing documents apply in this order unless an Order Form expressly states otherwise: (1) an executed enterprise Order Form or negotiated amendment; (2) a Data Processing Addendum; (3) these Terms; (4) the Subscription and Billing Terms; (5) product-specific terms; and (6) published policies incorporated by reference. A project contract, subcontract, purchase order, or design agreement between Customer and a third party does not bind CVNexus unless CVNexus signs it.

2. Eligibility, authority, and account responsibility

You must be at least eighteen years old and legally capable of entering into contracts. The Service is intended for business and professional use and is not directed to children.

Customer is responsible for designating its company owner, assigning roles, maintaining accurate account information, protecting credentials, promptly removing former personnel, and ensuring that each Authorized User uses the Service only within the authority granted by Customer. Accounts and credentials may not be shared. Customer is responsible for activity performed through its accounts except to the extent directly caused by a proven security failure within systems controlled by CVNexus.

A person invited as an external collaborator receives only the access assigned by Customer. External collaborator status does not create an employment, agency, design, construction, professional-services, fiduciary, or contractual relationship with CVNexus.

3. Service scope and product changes

The Service may include customer relationship management, marketing journeys, bid and preconstruction records, estimates, schedules, project administration, field records, drawings and document references, budgets, commitments, change management, billing records, customer service, company collaboration, training and readiness, reports, closeout, warranty tracking, workflow automation, integrations, low-code configuration, and AI-assisted features. Features differ by plan, entitlement, configuration, jurisdiction, device, and availability.

We may improve, modify, replace, or discontinue features. We will provide commercially reasonable notice before materially reducing a paid core function during an active subscription term, except when a change is necessary to address security, law, third-party platform changes, or imminent operational risk.

4. Construction records and professional responsibility

CVNexus is an administrative, collaboration, record-management, estimating, and project-control platform. It does not replace signed contracts, change orders, purchase orders, subcontracts, stamped or sealed drawings, issued specifications, approved submittals, written directives, permit documents, applicable codes, manufacturer instructions, site-specific safety plans, or the professional judgment of properly licensed and qualified persons. If information in the Service conflicts with an authoritative project document or lawful directive, the authoritative document or directive controls.

CVNexus is not a general contractor, construction manager, architect, engineer, surveyor, estimator of record, code consultant, safety professional, attorney, accountant, tax adviser, insurance broker, surety, lender, inspector, testing agency, manufacturer, or public official. No feature, calculation, template, alert, workflow, or output constitutes professional advice, certification, inspection, approval, code determination, safety direction, or a guarantee of project outcome.

Customer remains solely responsible for field verification, dimensions, quantities, scope, pricing, productivity, labor burden, taxes, escalation, permits, inspections, code compliance, design coordination, means and methods, temporary conditions, sequencing, safety, quality, notices, deadlines, contractual compliance, and review by appropriately licensed or qualified professionals.

Using a workflow, approval button, electronic signature, status, or record in the Service does not establish that a legally sufficient notice, professional approval, payment certification, design delegation, lien notice, claim, change order, or contract modification occurred. Customer must configure and use the Service consistently with its contracts and applicable law.

5. Customer Content and project data

“Customer Content” means data, drawings, specifications, photographs, videos, audio, messages, estimates, cost information, contact information, company logos, brand colors, document templates, reports, forms, models, documents, and other materials submitted to or generated through the Service for Customer. As between the parties, Customer retains ownership of Customer Content.

Customer grants CVNexus and its approved subprocessors a limited, nonexclusive right to host, copy, transmit, process, display, secure, back up, and otherwise use Customer Content solely to provide, maintain, protect, support, and improve the contracted Service, comply with law, and enforce these Terms. CVNexus does not acquire ownership of Customer Content.

Customer represents that it has all rights, permissions, notices, and lawful bases required to upload and process Customer Content, including information concerning employees, applicants, subcontractors, vendors, project participants, site visitors, property occupants, and identifiable individuals appearing in photographs, video, audio, location data, or reports. Customer must not upload information it is prohibited from disclosing or processing.

6. Confidentiality and sensitive information

Each party may receive nonpublic information that a reasonable business person would understand to be confidential. The receiving party will use confidential information only for the agreement, protect it with reasonable care, and disclose it only to personnel and service providers who need it and are bound by appropriate obligations.

Customer should not use the Service to store payment-card data, account passwords, government authentication credentials, classified information, export-controlled technical data, protected health information, biometric identifiers, or other regulated data unless a written agreement expressly authorizes that data type and the applicable configuration supports it.

Pricing, labor rates, margins, budgets, forecasts, internal notes, bids, proposals, and trade-secret information should be restricted through roles and permissions. Customer remains responsible for its configuration and for deciding who may access those records.

7. AI-assisted features

AI-assisted features may summarize, classify, extract, compare, draft, recommend, or identify possible inconsistencies. AI output may be incomplete, inaccurate, outdated, biased, or unsuitable for a particular project. It is not an approved project record until an Authorized User with appropriate authority reviews and affirmatively adopts it.

Customer may not rely on AI output as the sole basis for life-safety decisions, engineering calculations, code compliance, means and methods, site safety, payment certification, legal notice, contract interpretation, claim valuation, professional sealing, or any decision requiring a licensed or qualified person. Customer must independently verify sources, quantities, assumptions, citations, and project context.

Additional requirements appear in the AI-Assisted Features Terms, which are incorporated into these Terms.

8. Third-party services and integrations

The Service may interoperate with Stripe and, where explicitly marked available, customer-directed third-party integrations. In the current production release, Google Workspace and Microsoft 365 are available for controlled spreadsheet reporting and CRM email/calendar metadata synchronization after organization authorization. CRM synchronization is limited to provider metadata involving an existing CRM contact; CVNexus does not request email message bodies through these released workflows. QuickBooks Online is available for company-owner OAuth authorization, verification of the selected QuickBooks company, safe Vendor/Customer/Account discovery for deliberate mapping, and explicit creation of an eligible QuickBooks Bill from an approved CVNexus vendor invoice after required Vendor and expense-Account mappings are complete. The QuickBooks workflow does not run automatic or background accounting synchronization, does not create payments or general-ledger balances in CVNexus, and does not overwrite CVNexus budgets, forecasts, margins, Cost Transactions, invoice approvals, or payment state. The current controlled Bill workflow holds invoices with nonzero tax or retainage until those accounting-liability mappings are governed. Adobe Acrobat Sign is available for customer-directed authorization, sending an approved CVNexus commercial document from a governed PDF to Customer-selected signer email addresses, and refreshing agreement status after authorization; CVNexus does not send agreements automatically. Procore remains a separately labeled Developer Sandbox integration unless live production activation is explicitly verified. Third-party services are governed by their own terms, availability, security, and privacy practices.

Available connected apps require the Customer or an authorized company owner to complete the applicable provider’s authorization flow. CVNexus requests only the scopes required for the released workflow, stores provider connection metadata and encrypted credential material needed to maintain the authorized connection, and allows users to disconnect through the Connected Apps area. Disconnecting prevents future CVNexus access but may not delete records already delivered to the third party or retained under that provider’s terms.

CVNexus is not responsible for a third party’s service, content, fees, suspension, data handling, or changes. We may disable an integration when necessary to protect the Service, comply with law, address a material security or operational risk, or enforce the applicable subscription entitlement.

9. Fees, subscriptions, seats, and taxes

Paid plans, feature entitlements, full-user charges, limited-collaborator access, the fourteen-day new-customer trial, monthly and annual billing, renewals, cancellation, payment failure, taxes, refunds, upgrades, downgrades, and billing records are governed by the Subscription and Billing Terms and any applicable Order Form.

A successful checkout redirect does not create an entitlement by itself. Access is provisioned only after CVNexus receives and validates the applicable payment or subscription event from the approved payment account and confirms the organization and seat assignment.

10. Acceptable use

Customer and Authorized Users must comply with the Acceptable Use Policy. Prohibited conduct includes unauthorized access, credential sharing, malicious code, security testing without written authorization, unlawful surveillance, infringement, deceptive records, evasion of contractual or legal obligations, interference with the Service, and use that creates unreasonable risk to persons, property, projects, or systems.

CVNexus may investigate suspected violations and may suspend affected access when reasonably necessary to prevent harm, preserve evidence, comply with law, or protect customers and the Service.

11. Intellectual property

CVNexus and its licensors own the Service, software, user interface, documentation, trademarks, design systems, workflows, templates supplied by CVNexus, and related intellectual property, excluding Customer Content. Subject to these Terms and payment of applicable fees, CVNexus grants Customer a limited, nonexclusive, nontransferable right during the subscription term to permit Authorized Users to access and use the Service for Customer’s internal business operations.

Customer may not copy, sell, sublicense, reverse engineer, scrape, frame, mirror, benchmark for publication, create a competing service from, or remove proprietary notices from the Service except where law prohibits the restriction. Feedback may be used by CVNexus without restriction or payment, provided CVNexus does not publicly identify Customer without permission.

12. Suspension and termination

CVNexus may suspend access for material breach, nonpayment, account compromise, unlawful use, excessive technical harm, violation of the Acceptable Use Policy, or a legal or security requirement. Where practical, CVNexus will limit suspension to the affected account, feature, or data path and will provide notice and an opportunity to cure.

Customer may cancel in accordance with the Subscription and Billing Terms. Upon termination, Customer’s right to use the Service ends. CVNexus may retain Customer Content for a limited transition and backup period described in the Privacy Notice, Data Processing Addendum, Order Form, or retention standard, subject to legal holds and applicable law.

Provisions concerning payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, dispute resolution, and records needed to interpret the agreement survive termination.

13. Warranties and disclaimers

CVNexus warrants that the Service will be provided in a professional and workmanlike manner consistent with generally accepted SaaS practices. Customer’s exclusive remedy for a proven breach of this limited warranty is for CVNexus to use commercially reasonable efforts to correct the nonconformity or, if correction is not commercially reasonable, terminate the affected Service and refund prepaid fees for the unused portion of the affected subscription term.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CVNEXUS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND RESULTS. CVNEXUS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR CONTRACT, PROJECT, JURISDICTION, CODE, OR PROFESSIONAL STANDARD.

CVNEXUS DOES NOT WARRANT ESTIMATES, TAKEOFFS, QUANTITIES, SCHEDULES, COSTS, FORECASTS, ALERTS, AI OUTPUT, DOCUMENT CLASSIFICATION, OR PROJECT OUTCOMES. CUSTOMER MUST APPLY PROFESSIONAL REVIEW, CONTRACT CONTROLS, AND FIELD VERIFICATION.

14. Indemnification

Customer will defend, indemnify, and hold harmless CVNexus and its affiliates, personnel, and licensors from third-party claims, damages, penalties, and reasonable legal fees arising from Customer Content, Customer’s projects or professional services, Customer’s breach of these Terms, Customer’s violation of law or third-party rights, or Customer’s unsafe, deceptive, or unauthorized use of the Service. CVNexus will promptly notify Customer and provide reasonable cooperation. Customer may not settle a claim in a manner that admits fault by or imposes obligations on CVNexus without written consent.

CVNexus will defend Customer against a third-party claim that the unmodified paid Service infringes a United States patent, copyright, or trademark, and will pay finally awarded damages or an approved settlement, provided Customer promptly notifies CVNexus and gives CVNexus control of the defense. CVNexus may modify or replace the affected Service or terminate it and refund prepaid unused fees. This obligation does not apply to Customer Content, combinations not supplied by CVNexus, unauthorized modifications, continued use after notice, or use outside the documentation.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR PROJECT OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The parties acknowledge that construction projects involve risks and values substantially exceeding the subscription fees and that Customer is responsible for project insurance, professional liability, builders risk, general liability, cyber coverage, contractual risk transfer, backups, and independent controls appropriate to its operations.

16. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Subject to any mandatory law and any signed enterprise agreement, the state and federal courts located in Broward County, Florida, will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

Before filing a claim, a party must provide written notice describing the dispute and allow thirty days for business representatives with authority to resolve it to confer in good faith. Either party may seek immediate injunctive relief for unauthorized system access, misuse of intellectual property, or breach of confidentiality.

17. General terms and notices

Neither party may assign the agreement without the other party’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Customer may not assign to a direct competitor of CVNexus without written consent.

Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only.

Legal notices to CVNexus must be sent to dee@famoussent.com. Notices to Customer may be sent to the account owner or billing contact. Operational notices may be delivered in the Service or by email.

Effective date: September 1, 2026. Terms version: 2026.09.01.1.