Terms of Service
Last Updated: February 25, 2026
This Terms of Service agreement (the "Agreement") constitutes a legally binding contract between NUVO Technology Limited ("Company", "we", "our", or "us") and the business entity, association, or other legal entity accessing or using our websites, including www.nuvosphere.io (the "Sites"), our application programming interfaces (APIs), and related software (collectively, the "Services").
By accessing or using the Services, you (the "Client", "you", or "your") expressly represent and warrant that you have read, understood, and agree to be bound by all terms and conditions contained herein.
IMPORTANT COMPLIANCE NOTICE: We are strictly a Business-to-Business (B2B) Software-as-a-Service (SaaS) provider. We provide data processing, automated reconciliation, and risk-scoring software. We do not facilitate payments, we do not handle, transmit, or custody any client or end-user funds, and we do not provide financial services.
1. Description of Services
NUVO Verify is a B2B SaaS platform providing enterprise software for automated data reconciliation and fraud prevention. The platform serves digital businesses by solving core operational challenges:
Automated Data Reconciliation: Our proprietary matching algorithm (Amount-Based ID) allows businesses to automatically synchronize internal order IDs with external data feeds. This is a pure data-processing tool designed to eliminate manual spreadsheet accounting for high-volume platforms.
Risk Scoring & Compliance API: Our API functions as a security firewall. It analyzes transaction metadata in real-time to generate risk scores and 'Verified Receipts,' which businesses utilize for internal financial audits and regulatory record-keeping.
2. Adaptive Traffic Engine (Data Routing)
Our Services evaluate data through our proprietary Adaptive Traffic Engine. By integrating our API, you consent to the programmatic routing and risk evaluation of your data payloads through the following software parameters:
Green Lane: Instant data validation and verification response for trusted, low-risk data profiles.
Yellow Lane: Standard asynchronous data verification, subject to external data source confirmations.
Purple Lane: Custom, configurable enterprise workflows allowing Clients to apply specific internal risk and operational parameters to the data validation process.
Red Lane (Risk Block): An automated security mechanism. Data payloads associated with restricted, sanctioned, or high-risk metadata are automatically rejected by the API, returning a negative risk score to ensure your platform's compliance integrity.
3. Subscriptions, Fees, and Billing
SaaS Subscription Tiers: The pricing model for NUVO Verify operates on a recurring monthly or annual SaaS subscription basis. Subscription tiers provide access to a predefined volume of instant data validation API requests.
Overage Fees: If your API request volume exceeds the limit of your selected subscription tier within a billing cycle, additional validation requests will be billed at a standard per-request overage rate.
Payment Terms: All subscription fees are billed in advance and are non-refundable. You are strictly responsible for all applicable taxes associated with your use of the SaaS platform. We reserve the right to modify our subscription tiers and pricing structures upon notice.
4. Client Obligations and Acceptable Use
You represent and warrant that you have the right, authority, and capacity to enter into this Agreement. You agree that you shall not:
Use the Services for any unlawful purpose or to facilitate any illegal activity.
Attempt to reverse engineer, decompile, hack, or compromise the system integrity of the APIs or the Adaptive Traffic Engine.
Bypass or attempt to circumvent the Red Lane risk-scoring block mechanisms.
Resell, sublicense, or distribute the API infrastructure to unauthorized third parties.
Export Compliance: You may not use the Services if you are located in, incorporated in, or a citizen of any jurisdiction embargoed by the United States, Canada, the United Kingdom, or the European Union, or sanctioned by the United Nations.
5. Intellectual Property
The Sites, Services, APIs, the Adaptive Traffic Engine algorithm, documentation, and all related intellectual property rights are the exclusive property of NUVO Technology Limited. We grant you a limited, non-exclusive, non-transferable, and revocable license to access and integrate the APIs strictly in accordance with your active subscription plan.
6. Indemnification
You agree to indemnify, defend, and hold harmless the Company, its affiliates, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising directly or indirectly from: (a) your use of the Services; (b) your violation of this Agreement; (c) your failure to comply with applicable data protection, anti-money laundering, or sanctions laws; or (d) any claims brought by your end-users regarding the data processed through our APIs.
7. Disclaimer of Warranties
THE SERVICES AND APIS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES.
IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED THE TOTAL SAAS SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Governing Law and Dispute Resolution
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of law principles.
Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be determined by the Company.
Class Action Waiver: YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
10. General Provisions
Severability: If any provision of this Agreement is held to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement remains in full force and effect.
Amendments: We reserve the right to modify this Agreement from time to time. Modifications are effective immediately upon updating the "Last Updated" date at the top of this document. Your continued use of the Services confirms your acceptance of the changes.
Language: This Agreement is drafted in the English language. In the event this Agreement is translated into another language, the English text shall unequivocally prevail.
