Service Professional Agreement

Version 1.0 — Effective upon acceptance
Next Unit Pro LLC (Delaware) — Grace Services DBA (California)

Platform Services Agreement

How Next Unit Pro Works — Plain Language Guide

⚠️ AI-assisted suggestions. AI may make mistakes — verify before use.

This is a plain-language explanation of how Next Unit Pro's platform works and what rules govern our relationships with service professionals, their clients, and the law. It is derived from our internal Platform Operating Framework. Attorney review is recommended before using any section of this document as a formal legal agreement.

Section 1 — What is Next Unit Pro?

Next Unit Pro (or "NUP") is a software company. We build AI-powered tools that help independent home service professionals run their businesses — handle phone calls, build websites, manage content, track expenses, and stay in touch with clients.

We are a software platform, not a home services company.

What that means in practice:

We give you AI tools. You run your business.
We are not your employer, partner, or co-contractor.
We do not perform any physical services for homeowners.
We do not sign contracts with your clients on your behalf.

Grace Services is a brand name we use for our AI receptionist product. The Grace Services pilot site (graceservices.pro) is our internal product showcase — an operational test of the AI receptionist tool, serving the San Francisco Bay Area.

Our products: Grace (AI phone receptionist), Mia (AI website builder), Roxy (AI social media and content), Nora (AI expense tracker), Sophie (AI customer success), Lexi (AI English tutor), Olivia (B2B outreach).

Section 2 — What Our AI Agents Do (and What They Cannot Do)

Each NUP AI agent is a tool that works for your business — not for NUP.

Grace (AI Voice Receptionist):

Answers calls on behalf of your business
Always tells callers it is an AI at the start of every call: *"I am Grace, an AI virtual assistant for [Your Business Name]."*
Books appointments only within the parameters you set
Cannot make promises, change your prices, or sign contracts for you

Mia, Roxy, Nora, Sophie, Olivia:

These are tools that help you create websites, marketing content, expense reports, and customer communications
Content they generate represents your voice and your business — not ours
You are responsible for reviewing and approving AI-generated content before you publish or send it

Important: AI output is a draft, not a finished product. Always review before using.

Section 3 — Your Relationship With Us (Service Professionals)

When you sign up for Next Unit Pro, you become a software customer — not an employee, subcontractor, or agent of NUP.

What we commit to you:

Deliver the tools you subscribed to
Maintain reasonable platform availability and notify you of planned downtime
Handle privacy requests within 45 days
Never sell your client data to third parties
Indemnify you against third-party claims directly arising from AI-generated content our platform produced and you published without modification — for example, if our AI incorrectly described your license status in website copy. (Subject to the liability cap in Section 12; does not apply if you modified the AI output before publishing.)

What you commit to us:

Provide accurate information about your business and licenses
Operate within the legal requirements for your service type (see Section 6 for licensing)
Follow all applicable laws when delivering services to your clients
You are responsible if a homeowner makes a claim based on your actions, misrepresentations, or service failures

Your client data belongs to you. Any information about your clients that flows through NUP tools is yours. We hold it only to operate the tools on your behalf.

We never set or coordinate your prices. What you charge your clients is your decision alone.

Liability: In case of a dispute, NUP's maximum liability to you is the greater of (a) fees you paid NUP in the prior 12 months, or (b) $500.

Section 4 — Our Legal Structure as a Platform

Next Unit Pro is structured as a business-to-business software platform. Service professionals subscribe to our software — they are independent business owners, not employees or contractors of NUP.

Why this matters:

California law (Labor Code §2776) provides a business-to-business exemption that lets independent businesses work together without triggering employment rules. NUP's platform is designed to meet this standard.

For this structure to work properly:

Grace must identify itself as an AI working for your business, using your business name — not "Grace Services" or "Next Unit Pro"
Your clients are your clients — not NUP's clients
You set your own hours, prices, and methods — NUP provides tools, not direction

Grace identifies itself as an AI virtual assistant for your business on every call, using your business name.

Note: NUP's legal structure has been designed with the B2B software model in mind. For definitive legal guidance on classification questions, we recommend consulting an attorney familiar with California labor law.

Section 5 — Homeowner Relationships

NUP is not a party to any contract between you and your clients.

When a homeowner calls your Grace number, books an appointment, or receives a follow-up message — that is a communication between you and your client. NUP provides the technology; the relationship is yours.

Grace can book appointments within the parameters you set. It cannot make price changes, quality promises, or commitments you haven't pre-authorized.

Recording and consent:

Every call handled by Grace includes a disclosure that the call will be recorded
For calls Grace places outbound on your behalf, Grace asks for the caller's consent before proceeding
If the caller does not consent, Grace ends the call

If a homeowner has a dispute with your services:

NUP is not a mediator or arbitrator of service disputes
NUP can forward complaints to you, but will not issue refunds on your behalf or represent you in legal proceedings
NUP's maximum liability to homeowners for platform-related issues is $100

Section 6 — Licenses and Compliance (CSLB)

NUP collects your license declaration. We do not verify it.

You are responsible for knowing whether your type of work requires a California Contractors State License Board (CSLB) license, and for having the correct license if it does.

California AB 2622 (effective January 1, 2025):

If you are an unlicensed service professional, you may still legally perform work without a CSLB license if ALL three conditions are true:

1. The total job price (labor + materials + everything) is under $1,000

2. The work does not require a building permit

3. You are not hiring other workers for the project

What you can say in your marketing depends on your license:

If you are unlicensed (exempt): You can say "Licensed Business & Insured," "Insured," "Bonded," or "Background-checked"
If you have a CSLB license: You can say "CSLB Licensed #[Your Number] & Insured"
If your trade normally requires a CSLB license and you don't have one: You may only describe yourself as "Insured & Background-checked" — you may not use any "licensed" language

NUP's AI tools (Grace, Mia) will only use the licensing language that matches your declared license type.

Section 7 — Phone Calls, Text Messages, and Recording (Compliance)

Inbound calls (a homeowner calls you):

Grace answers and identifies itself as an AI virtual assistant for your business
The call will be recorded for quality purposes — callers are told this at the start
No special prior consent is needed before a homeowner calls you

Outbound calls Grace makes on your behalf:

Grace makes two types of outbound calls:

Type 1 — Inquiry-response calls (responding to homeowners who asked for your services):

This covers: Thumbtack leads, Yelp leads, Google Local Services Ads leads, inbound web form submissions, returning missed calls, appointment reminders, and booking confirmations.

When a homeowner submits a service request through a platform like Thumbtack, they have provided their phone number and initiated the contact. Under current federal law (11th Circuit January 2025, FCC Final Rule September 2025), Grace can call them back as an inquiry-response — not a marketing call — if all six conditions are met:

1. The call responds to their specific inquiry — discussing only the service they requested

2. Grace identifies itself as an AI at the start of the call (required by California law)

3. Grace tells the caller the call will be recorded, and asks for verbal consent to continue

4. Grace calls only between 8am and 9pm local time

5. If the caller says STOP or asks not to be called, Grace honors that within 10 business days

6. No upsell or cross-sell during the call — offering additional services moves the call into Type 2

Important: This framework applies to voice calls in California. Other states may have stricter rules.

Type 2 — Marketing or promotional calls (promoting services, upselling, cold lead conversion):

These require written prior consent from the homeowner — specifically agreeing to receive marketing calls from your business. The consent must include: the homeowner's phone number, a description of the marketing purpose, and the phrase "Consent is not a condition of purchase."

If you don't have this written consent, Grace will not make the call.

At the start of every outbound call, Grace says:

*"Hello, I'm Grace, an AI virtual assistant for [Your Business Name]. I am not a human. This call will be recorded. Do you consent to proceed?"*

If the caller says no or doesn't respond — Grace ends the call.

Text messages:

All automated text messages we send on your behalf go through a verified messaging program (A2P 10DLC). Every message includes your business name and an opt-out option.

Section 8 — Your Data and Privacy

What data we collect and how long we keep it:

| Type of data | What it includes | How long we keep it |

|---|---|---|

| Your business info | Business name, services, pricing, license info | While you're a subscriber |

| Your clients' contact info | Name, phone, email, booking details | 90 days after the booking |

| Call recordings | Audio + transcript | 90 days (per Twilio policy) |

| Platform usage | Agent activity, session counts | 12 months |

| Payment records | Subscription tier only; card data handled by Stripe | While you're a subscriber |

Your rights under California privacy law (CCPA):

Right to Know: You (and your clients) can ask what data NUP holds about you
Right to Delete: You (and your clients) can request that NUP delete your data
Right to Opt-Out: NUP does not sell or share your personal information with third parties

To submit a privacy request: compliance@nextunitpro.com. We will respond within 45 days.

AI training:

NUP does not authorize the use of your client interaction data to train AI models. NUP has contracted with its AI vendors to restrict training use where such options are available.

Note: The technical tools for submitting and processing privacy requests through the platform are being built. In the meantime, email requests are fully honored.

Section 9 — How We Handle Money

You pay us. We don't handle payments between you and your clients.

| Money flow | What it is |

|---|---|

| You → NUP | Monthly software subscription (processed by Stripe) |

| You → NUP | AI video generation (billed per use, processed by Stripe) |

| Your client → you | Handled entirely through your own tools — NUP is not involved |

NUP does not hold, transfer, or process money between homeowners and service professionals. We are not a payment processor or money transmitter. Stripe, a licensed payments company, handles all subscription billing.

Section 10 — Marketing and Lead Generation

Leads we send you:

When you receive leads through NUP (for example, via Thumbtack or an inbound web form), we log the source and consent information so Grace can follow up appropriately.

A note on Thumbtack and platform leads:

When a homeowner submits a service request through Thumbtack, Yelp, or Google Local Services Ads, they have initiated the inquiry and provided their phone number. Under current federal law (11th Circuit January 2025 ruling, FCC Final Rule September 2025), Grace's callback to respond to that inquiry qualifies as a Type 1 inquiry-response call — not a marketing call — if the six conditions in Section 7 are met. For details on how Grace handles these calls — including the six conditions that apply — see Section 7.

NUP logs the lead source and consent information so that Grace can follow up appropriately and within the Type 1 boundaries.

AI-generated content (Roxy, Mia, Olivia):

Content created by NUP's AI tools represents your business. You are responsible for reviewing it before you publish, send, or use it.

Email outreach (Sophie, Diana, Olivia):

All commercial emails include:

Your business name in the "From" field
A physical mailing address
A clear way to unsubscribe
Opt-outs are honored within 10 business days

For emails sent to California recipients, we also comply with California's commercial email law (CA Business & Professions Code §17529.5), which prohibits misleading subject lines, deceptive header information, and the use of harvested email addresses.

Section 11 — How We Make Decisions on Tricky Questions

When a question comes up that doesn't have an obvious answer, here is how NUP approaches it (in order of priority):

1. California and federal law — always first, no exceptions

2. Regulatory guidance (FTC, FCC, CFPB published positions) — treated as binding even without a court order

3. Industry practice — what major platforms like Thumbtack and Angi currently do (for operational questions only, not for privacy or employment law)

4. Automated compliance check — our Luna AI compliance tool reviews any new voice or SMS pattern

5. Owner decision — final authority on irreversible or high-stakes actions

Before launching any new feature that involves phone calls, text messages, or lead processing, we run it through this checklist:

1. Do Thumbtack and Angi both do something similar? (For UX/billing questions only — not for consent or employment questions)

2. Have there been FTC enforcement actions against this practice?

3. Does California law prohibit it?

4. Does our compliance tool give the green light for both licensed and unlicensed service professional contexts?

Some decisions always go to the owner (no exceptions):

Adding the ability to process homeowner payments through the platform
Using service professional or homeowner data to train an AI model
Expanding the platform to states with different rules (e.g. Florida)
Actively verifying CSLB license numbers on behalf of service professionals
Sharing service professional client data with any outside party

Important reminder: Our automated compliance tool is helpful but is not a lawyer. For high-stakes decisions, we recommend qualified legal counsel.

Section 12 — Disputes and How We Resolve Them

Service professional disputes (billing, platform access):

| Step | What happens | Timeline |

|---|---|---|

| Contact support | Email support@nextunitpro.com | Response within 2 business days |

| Manager review | Senior review of escalated disputes | Response within 5 business days |

| Arbitration | Binding arbitration under AAA Commercial Rules | Per AAA schedule |

Disputes between you and your clients:

NUP is not involved in service disputes between you and your clients. We can forward a complaint to you and suspend an account if safety is at risk, but we will not mediate, pay refunds on your behalf, or appear in court on either side.

Privacy and data requests:

Contact: compliance@nextunitpro.com

Response time: 45 days

Types handled: Right to Know, Right to Delete, Opt-Out, data breach notification

Legal structure:

This agreement is governed by the laws of Delaware. If a dispute goes to court (not arbitration), you may choose to file in Delaware or in Sacramento or Santa Clara County, California — your choice.

Arbitration and class action:

Most disputes are resolved through binding arbitration (not court). Both parties waive the right to a jury trial. You may not bring a class action against NUP, and NUP may not bring one against you.

Exceptions — you always have the right to seek:

Public injunctive relief in a California court (your right under California law cannot be waived by arbitration)
Court remedies for claims involving sexual assault or sexual harassment (federal law protects these claims from arbitration)

Our liability to you is limited to the greater of fees you paid NUP in the prior 12 months, or $500.

This liability limit does NOT apply to:

Violations of federal or state laws that provide statutory damages (such as privacy or telecom laws)
Gross negligence, willful misconduct, or fraud
California consumer protection claims that cannot be waived under state law

Contact Us

Support: support@nextunitpro.com
Privacy / Compliance: compliance@nextunitpro.com
Mailing address: 4640 Redhead Way, Sacramento CA 95842

*Document version: 1.1-plain | Derived from internal Platform Operating Framework v1.1 | Last updated: 2026-05-02 | Next review: 2026-08-01 | Attorney review required before public publication.*