Master Services Agreement and Order Form

Effective October 4, 2026. Governing law: State of North Carolina. nOS LLC. Version 3.0.0.

This Master Services Agreement and Order Form ("MSA") is between nOS LLC ("nOS") and the school or institution that signs it in the Service ("School"). It is signed together with the nOS Terms of Service ("Terms") and the Data Processing Agreement ("DPA"). Section 17 says which document controls if they disagree.

1. Defined terms

"Service" means the nOS master scheduling platform and its features, including nOS AI.

"Authorized Users" means the School's own staff whom the School invites into its account.

"School Data" means everything the School or its Authorized Users put into the Service, everything nOS collects for the School through the Service (including what students enter on the School's request forms), and what the Service produces from it, such as schedules, exports and nOS AI conversations.

"Student Data" means School Data that is an education record under the Family Educational Rights and Privacy Act (FERPA), or that otherwise identifies or relates to an identifiable student, including what a student enters on a School request form.

"Personal Information" means information that identifies or relates to an identifiable person, such as a student, a family member or a staff member.

"Security Incident" means unauthorised access to, or acquisition, disclosure, loss or alteration of, School Data held by nOS or its Subprocessors, which nOS has confirmed.

"Subprocessor" means an outside company that nOS uses to store School Data or that can read it, in order to provide the Service.

The DPA uses these same meanings.

2. The Service and Authorized Users

nOS provides a web-based master scheduling platform. It lets the School import its data or connect its student information system, build and rebuild master schedules, use the Schedule Studio and Board, review results and exports, collaborate live with colleagues, and use nOS AI. Every feature is included in every subscription.

There is no separate charge per user. The School may invite as many of its own staff as it needs and is responsible for how its Authorized Users use the Service.

3. Order: enrolment and price

The subscription is priced per enrolled student per academic year, on nOS's rate ladder. There is a band for every one hundred students. The rate falls in ten-cent steps from $9.60 per student for the smallest schools to a floor of $7.00 per student. The annual total is never higher than the opening total of the next band.

The enrolment billed is the number of students the School states in the Service when it starts its plan (the "Stated Enrolment"). The School's imported roster is offered as a starting point and is never the answer. The School's exact rate and annual total are shown in the Service before it commits to anything, and are recorded with this Order.

If the Stated Enrolment changes materially during a term, the School tells nOS. The change is applied at the next renewal, never in the middle of a term.

4. Term, renewal and price changes

The subscription runs for one year from the date it starts. It then renews automatically for successive one-year terms, at the same per-student rate the School signed and the same payment method, unless the School cancels as Section 6 describes.

The School's rate does not change during a term. It does not change at a renewal either, unless nOS gives the School's administrators written notice of the new rate, by email and in the Service and more than once, the first notice at least sixty (60) days before the renewal date. The School may refuse the new rate by cancelling before that renewal, and then owes nothing further.

Notice before every renewal. At least sixty (60) days before the renewal date, whether or not the price is changing, nOS sends the School's billing contact written notice, by email and in the Service. It states the renewal date, the student count, the amount that will be charged, and how to cancel. Where the School pays by invoice, nOS issues the renewal invoice about forty-five (45) days before that date, on net-30 terms. The School is never charged for a renewal it was not told about in advance.

5. Payment

The School pays by card in the Service, through nOS's payment processor, or by annual invoice where nOS has agreed to that in writing. Card payments are charged when the School completes checkout and at each renewal. Invoices are issued annually in advance and are due thirty (30) days after the invoice date. If an undisputed invoice is not paid within that time, nOS may suspend access after written notice.

Late amounts carry interest at the lower of one percent (1%) per month or the highest rate the law allows. A School that is a public body owes no late-payment interest where the law bars it.

Fees are not refundable except as this MSA or the Terms say, including Section 13.

6. Cancellation

The School may cancel at any time, without cause and without penalty. It does this in the Service under Settings › Billing, or by written notice to bennettmiller@nosplanner.com. No call, email or explanation is needed.

Cancelling takes effect at the end of the term already paid for. The School keeps full access to the Service and its data until then, and nothing more is charged.

A cancellation received no later than thirty (30) calendar days before the renewal date stops the renewal and voids any renewal invoice already issued. A cancellation received later than that does not void a renewal invoice nOS has already issued. That invoice is still owed.

7. Free trial

A new account begins with a free trial of the full Service. The trial lasts one hour from when the account is created. A School that joined through another school's referral link gets one week. The Service shows the countdown. nOS may offer one extra day, once.

When the trial ends, the Service pauses. The School cannot generate schedules, use nOS AI, or export until a plan starts. Starting a plan opens its work again.

If no plan starts, nOS deletes the School's School Data ninety (90) days after the trial ends. nOS emails the School's administrators a warning before it does. Until deletion the School may ask nOS by email for a copy of its School Data.

8. School Data and Student Data

The School owns its School Data. nOS may use it only to provide the Service to the School, as the DPA allows.

For Student Data, nOS acts as the School's "school official" under FERPA, under the School's direct control, and only as the DPA permits. The DPA covers what data nOS holds, who else can see it, how it is protected, how long it is kept, and what happens if something goes wrong.

The School promises that it has the right to put its School Data into the Service and to have nOS process it as the DPA describes. That includes any notices to parents or students, and any consents, that the School's own policies or law require.

9. Confidentiality

Each party may receive the other's non-public information that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). For the School, Confidential Information includes School Data. For nOS, it includes non-public details of how the Service works and its security.

The receiving party will use Confidential Information only to carry out this agreement, will protect it with at least reasonable care, and will share it only with people and Subprocessors who need it and are bound to keep it confidential.

This does not cover information that is or becomes public without the receiving party's fault, that it already knew, that it learns from a third party who was free to share it, or that it develops on its own. A party may disclose Confidential Information when the law or a court requires, after telling the other party first where the law allows. Public-records laws are covered in Section 14.

These duties continue for five (5) years after this agreement ends. For School Data they continue for as long as nOS holds it.

10. nOS's promises

nOS will provide the Service with reasonable skill and care and in line with applicable law. It will follow the DPA for Student Data. The School reviews schedules and nOS AI answers before relying on them, as Terms Section 5 says.

The warranty disclaimer in Terms Section 6 applies to this MSA.

11. Limits on liability

Amount owed. Neither party limits its right to receive, or its duty to pay, fees and other amounts that are due under this MSA.

Exclusion of consequential damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF THIS AGREEMENT, EVEN IF TOLD THEY WERE POSSIBLE.

General cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES THE SCHOOL PAID OR OWES FOR THE TWELVE (12) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM, BUT NEVER LESS THAN $10,000. (A School on a free trial is therefore not capped at zero.)

Higher cap. For a party's breach of Section 9 (Confidentiality), or for nOS's breach of its data-protection duties in the DPA, that party's total liability is capped at the greater of three (3) times the amount in the general cap or $250,000. This higher cap replaces the general cap for those claims. It is not added to it.

No cap. No cap or exclusion in this MSA applies to liability for fraud or wilful misconduct, or to amounts owed under this MSA.

nOS's indemnity under Section 12 counts toward the higher cap. Nothing in this agreement limits liability that the law does not allow to be limited.

12. Indemnity

By nOS. nOS will defend the School against a claim brought by a third party, and will pay the damages a court finally awards or that nOS agrees in settlement, to the extent the claim (a) says the Service infringes that third party's intellectual property rights, or (b) is caused by nOS's breach of the DPA's data-protection duties. nOS has no duty for infringement claims that arise from School Data, from changes the School made, or from use of the Service in a way these documents do not allow.

By the School. To the extent its governing law allows a public body to give an indemnity, the School will defend nOS against a claim brought by a third party, and pay the damages a court finally awards or that the School agrees in settlement, to the extent the claim arises from School Data that the School put into the Service without the right to do so. A School that is a public body gives no other indemnity.

How it works. The party seeking protection gives prompt written notice of the claim, lets the other party control the defence and settlement (a settlement that admits fault for, or imposes duties on, the protected party needs its consent), and helps at the other party's cost. Where the law requires a public body's attorney general or counsel to control its defence, the School may do that.

If the Service is, or may be, found to infringe, nOS may change it, get the right to keep using it, or end the affected subscription and refund the prepaid fees for the unused part of the term. This Section 12, with Section 11, is each party's complete remedy for these claims.

13. Ending the agreement

Either party may end this MSA for the other's material breach if the breach is not fixed within thirty (30) days after written notice. If the School ends it for nOS's uncured breach, nOS refunds the prepaid fees for the unused part of the term within thirty (30) days.

When the agreement ends for any reason, the School's access stops and amounts already owed are still owed. nOS deletes School Data within sixty (60) days after the agreement ends, as the DPA says. The School can export its data first and can ask for deletion sooner.

14. Public schools and government bodies

This Section applies if the School is a public school, school district or other government body.

Non-appropriation. If the funds that pay for the Service are not appropriated for a later fiscal year, the School may end the subscription at the end of the fiscal year for which funds were appropriated, without penalty. It must give nOS written notice. nOS refunds nothing for the part of the term already paid for and does not charge for any later period.

Public records. A law that requires the School to release records overrides the confidentiality duties in Section 9, to the extent that law requires. Where it can, the School will tell nOS before it releases anything that nOS marked confidential, so nOS may seek protection.

Immunity. Nothing in this agreement waives any sovereign or governmental immunity or any limit on liability that the law gives the School.

Its own law. Where the School's law requires its own state's governing law or courts, or requires different terms for a public body, that law applies to the School to that extent, and Section 15 yields to it.

15. Governing law and disputes

This agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. Disputes go to the state or federal courts in Wake County, North Carolina, and each party accepts their jurisdiction. Section 14 changes this where a public school's own law requires it.

Before starting a lawsuit, the parties will try in good faith to settle the dispute through a call between their senior contacts, for up to thirty (30) days after written notice. Either party may go to court sooner to stop misuse of Confidential Information or intellectual property.

16. Notices

Notices to nOS go by email to bennettmiller@nosplanner.com. Notices to the School go by email to the administrator who signed for the School in the Service, or to the administrator email the School later gives nOS.

A party may also send a notice by post to the address the other lists at usenos.org/legal. Email notice is effective when it is sent, unless the sender receives a delivery failure. Postal notice is effective when it is delivered. Each party keeps its notice address current.

Notice of a Security Incident follows the DPA.

17. General

Order of documents. If these documents disagree about Student Data, the DPA controls first, then this MSA and Order Form, then the Terms. For everything else, this MSA and Order Form control over the Terms.

Whole agreement. This MSA, the Terms and the DPA are the whole agreement between the School and nOS about the Service. They replace earlier proposals and understandings about it. If the School and nOS have also signed a separate written agreement about the Service, that signed agreement controls wherever it conflicts with these documents, for as long as it is in force.

Assignment. Neither party may assign this agreement without the other's written consent, which must not be unreasonably withheld. Either party may assign it to a successor that takes over all of its business or assets related to the agreement, after written notice, if the successor agrees in writing to be bound. The School may end the agreement if nOS is taken over by a competitor or a company the School reasonably objects to, with a pro-rata refund of prepaid fees for the unused term. Any other attempted assignment is void.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disaster, war, government action, or a failure of power, internet or a cloud provider. This does not excuse a duty to pay or nOS's duties under the DPA. If such an event stops the Service for more than thirty (30) days, the School may end the affected subscription with a pro-rata refund.

Severability. If a provision is found unenforceable, it is changed to the smallest extent needed to make it enforceable. The rest stays in force.

No waiver. A party that does not insist on a right has not given it up. A waiver counts only if it is in writing.

Independent contractors. The parties are independent contractors. This agreement creates no partnership, agency, joint venture or employment.

Survival. Sections that by their nature continue after the agreement ends do so, including Sections 1, 8, 9, 11, 12, 14, 15, 16 and this Section 17, and the DPA's deletion and confidentiality duties.

Signing. The person signing for the School confirms that they are authorised to bind it. The School and nOS agree to sign electronically, as the Terms describe.

This is the text a school signs in nOS, version 3.0.0. A signed copy, with the date, the signer and a hash of the exact text, is in the app under Settings › Agreements. All documents: Legal.