Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity, "you" or "User") and Nudgey AI ("Company," "we," "us," or "our") governing your access to and use of the Nudgey AI website, platform, and services (collectively, the "Service").

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements.

2.2 Account Registration

To access certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your account credentials
• Immediately notify us of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

2.3 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for violation of these Terms or for any other reason at our sole discretion.

3. Acceptable Use Policy

3.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service in compliance with all applicable federal, state, local, and international laws and regulations.

3.2 Prohibited Activities

You agree NOT to:

• Use the Service for any illegal, fraudulent, or unauthorized purpose
• Send spam, unsolicited communications, or violate anti-spam laws (including CAN-SPAM Act, GDPR, CASL)
• Transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers
• Reverse engineer, decompile, or disassemble any part of the Service
• Scrape, harvest, or collect user data without authorization
• Impersonate any person or entity or misrepresent your affiliation
• Use automated systems or bots to access the Service
• Sell, rent, lease, or sublicense access to the Service
• Remove or modify any proprietary notices or labels
• Upload or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Violate any applicable laws regarding email marketing, privacy, or data protection

3.3 Email Compliance

When using the Service to send emails, you agree to:

• Obtain proper consent from recipients before sending commercial emails
• Include accurate sender information and a valid reply-to address
• Provide a clear and functional unsubscribe mechanism in every email
• Honor unsubscribe requests promptly (within 10 business days)
• Comply with all applicable email marketing laws and regulations

4. Intellectual Property Rights

4.1 Company Intellectual Property

The Service and all content, features, functionality, software, and materials (including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software) are owned by Nudgey AI or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes, subject to these Terms. This license does not permit you to:

• Use the Service or any content for commercial purposes outside the scope of the Service
• Modify or create derivative works based on the Service
• Use any data mining, robots, or similar data gathering methods
• Download (other than page caching) or copy any account information

4.2 User Content

You retain all ownership rights to content you submit, upload, or transmit through the Service ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content solely for the purpose of providing and improving the Service.

You represent and warrant that:

• You own or have the necessary rights to submit User Content
• User Content does not violate any third-party rights, including intellectual property rights
• User Content complies with these Terms and applicable laws

4.3 Feedback

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our products and services without compensation or attribution to you.

5. Payment and Subscription Terms

5.1 Fees and Billing

Certain features of the Service require payment of fees. You agree to pay all applicable fees as described on our pricing page. All fees are non-refundable unless expressly stated otherwise or required by law.

By providing payment information, you:

• Represent that you are authorized to use the payment method
• Authorize us to charge all fees to your payment method
• Authorize us to charge any additional amounts resulting from taxes, foreign exchange fluctuations, or processing fees

5.2 Subscription Renewals

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current rate for your subscription plan. We reserve the right to change our pricing with at least 30 days' notice.

5.3 Cancellation and Refunds

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period, and you will not receive a refund for any unused portion of your subscription.

5.4 Payment Disputes

If you believe you have been incorrectly charged, you must contact us within 30 days of the charge. Failure to notify us within this period waives your right to dispute the charge.

6. Privacy and Data Protection

Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our collection, use, and disclosure of your information as described in the Privacy Policy.

You are responsible for ensuring that your use of the Service complies with all applicable data protection laws, including GDPR, CCPA, and other privacy regulations. You must obtain all necessary consents from individuals before collecting and processing their personal data through the Service.

7. Disclaimers and Warranties

7.1 Service Provided "As Is"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING ACCURACY, RELIABILITY, AVAILABILITY, OR SECURITY
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES
• WARRANTIES REGARDING RESULTS OR OUTCOMES FROM USE OF THE SERVICE

7.2 No Professional Advice

The Service is not intended to provide legal, tax, financial, or professional advice. You should consult appropriate professionals for advice specific to your situation.

7.3 Third-Party Services

The Service may integrate with or contain links to third-party services. We are not responsible for the content, accuracy, or practices of third-party services and disclaim all liability related to your use of such services.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NUDGEY AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• LOSS OF BUSINESS OPPORTUNITY OR GOODWILL
• COST OF SUBSTITUTE SERVICES
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT
• DAMAGES ARISING FROM SERVICE INTERRUPTIONS, ERRORS, OR DELAYS

THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

9. Indemnification

You agree to indemnify, defend, and hold harmless Nudgey AI, its officers, directors, employees, agents, affiliates, and licensors from and against all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another party, including intellectual property rights
• Your violation of any applicable laws or regulations
• Your User Content or any content transmitted through your account
• Any claim that your User Content caused damage to a third party

This indemnification obligation survives termination of these Terms and your use of the Service. We reserve the right to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense of such claim.

10. Dispute Resolution and Arbitration

10.1 Informal Resolution

Before filing a claim, you agree to contact us and attempt to resolve the dispute informally by sending a written notice describing the nature and basis of the claim and the requested relief. We will attempt to resolve the dispute within 60 days of receiving your notice.

10.2 Binding Arbitration

If we cannot resolve the dispute informally, any dispute arising from or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted in the State of Ohio, and judgment on the arbitration award may be entered in any court having jurisdiction.

YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS OR CLASS-WIDE ARBITRATION.

10.3 Exceptions

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information without first engaging in arbitration or informal dispute resolution.

11. Termination

11.1 Termination by You

You may terminate your account at any time by contacting us or using the account cancellation feature in your account settings.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Violation of applicable laws or regulations
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• At our sole discretion for any other reason

11.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. We may delete your account and all associated data, and you will not be entitled to any refund of fees paid. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

12. General Provisions

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.

12.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

12.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

12.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, reorganization, or sale of assets without restriction.

12.5 Entire Agreement

These Terms, together with our Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and Nudgey AI regarding the Service and supersede all prior agreements, understandings, and representations.

12.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor disputes, internet service provider failures, or government actions.

12.7 Export Compliance

You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in a country subject to U.S. government embargo or designated as a terrorist-supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

12.8 Government Use

If you are a U.S. government entity, the Service is a "commercial item" as defined in 48 C.F.R. 2.101, and government users acquire only the rights described in these Terms.

13. Contact Information

If you have questions about these Terms, please contact us at: