Nudge Terms of Use

Nudge Software Inc. (“we”/”us”) OWNS AND OPERATES THE WEBSITE LOCATED AT www.neednudge.com (“Website”) AND THE NUDGE SOFTWARE APPLICATION WHICH MAY BE DOWNLOADED TO MOBILE DEVICES (THE “NUDGE APP”) FOR USE AND ACCESS THE NUDGE SERVICE WHICH ENABLES USERS TO BETTER UNDERSTAND AND CONNECT WITH THEIR BUSINESS CONTACTS (THE “NUDGE SERVICE”). THESE TERMS OF USE APPLY TO ALL USERS OF THE WEBSITE, THE NUDGE APP AND THE NUDGE SERVICE (COLLECTIVELY “NUDGE”). IT ALSO APPLIES TO USERS WHO UPLOAD ANY MATERIALS THROUGH THE NUDGE SERVICE, USERS WHO DOWNLOAD THE NUDGE APP AND USERS WHO SIMPLY VIEW CONTENT AVAILABLE ON THE WEBSITE.

BY USING NUDGE YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE NUDGE. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY US FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST USE OF NUDGE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO NUDGE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.

1. Getting Started.

Use Criteria. In order to access the Nudge Service and start connecting more meaningfully with your business or social contacts, you must meet the following criteria: (i) be 18 years or older; (ii) not be a competitor of Nudge Software or access the Nudge Service in order to compete with us; (iii) agree to comply with these Terms of Use; and (iv) confirm that by using the Nudge Service you will not violate any third party rights. If you meet these criteria you may become a registered user or have log in and register via any supported messaging client (eg. Google; LinkedIn, Facebook; Twitter). However you acknowledge and agree that you are solely responsible for covering the cost of Internet access and any cellular charges that arise in relation to your use of the Nudge Service.

Permissions and Privacy. Your personal information on registration and any personal information about you or your contacts which is accessed through Nudge will be collected, hosted and used in accordance with our Privacy Policy. In addition, by registering to use the Nudge Service you acknowledge that Your contacts will be accessed and pulled into the Nudge App for use by you through the Nudge Service. If one of your contacts is the same individual as another Nudge user’s contact, the profile data about that individual will be shared in aggregate between those users who already have the individual as their common contact. Through your use of the Services we will also have access to your message history and details of the message sender and recipient data that is transmitted or received to your Nudge account but we do not access that information unless necessary, for example, in connection with legal requirements. However we will not have access to any message changes you make to recommendations before you send them as a message, which means the version in your sent items may differ from the original Nudge made available to you for transmission (eg. you can customize a message and we will not see the customized portions of that message.

Access. You can access and use the Nudge Service from any computer or a personal mobile device if you have downloaded the Nudge App. In creating an account for the Nudge Service you agree to keep your password secure and confidential; not permit any one to use your account or use another user’s accounts.

2. Subscription Models. The default subscription to the Nudge Service is a free account which provides access to certain features and functionality indicated on the Website. At any time during the term of your subscription you may upgrade to a paid subscription package after payment of the applicable fees. Fees are non-refundable. You are not permitted to sell or transfer your subscription or account to a third party.

3. Pricing and Payments. Subscription fees may be charged on a monthly or annual basis for certain features and versions of the Nudge Service as indicated on the Website. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. We reserve the right to modify fees from time to time by providing written notice to your email account and the Website notifying you of the changes. Any change in fees will take effect 30 days after the date of notification and for monthly subscriptions, the new charges will apply from the beginning of the next billing cycle. For annual subscriptions, the change in fees will be reflected through a pro-rated increase in the monthly fees for the remaining term of your then current subscription.

4. User Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website by viewers or users whether in forums or otherwise (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not us, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Nudge Service. We do not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. You have the ability through Nudge to create private notes that are visible only to you about your contacts but any information which is public about a contact may be visible to other users. Under no circumstances will we be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials (especially information derived from public sources) or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Nudge Service.

5. Messaging Features. Through Nudge you will receive recommendations for articles or news topics that may be of interest to your contacts. If you wish to send a “nudge’ to a contact with an article attachment, you may use the messaging features of Nudge to create a template draft message which will be populated in your messaging client of choice (eg., Twitter, Linkedin, etc.) based on the identities you have of your contacts. You can then choose to modify or send the message ‘as is’ to the intended recipient. In using the messaging features of Nudge, you acknowledge and agree that you are solely responsible for the content of your message and for ensuring you have appropriate consents to send such messages to your contacts. You acknowledge that there is no guarantee that the recipient of a message will welcome that message and it is your obligation to ensure that when you send messages they must be compliant with applicable anti-spam laws and it is your obligation to know the law and comply with it and if your contacts do not wish to receive future communications from you through Nudge.

6. Restrictions on User Content and Use of Nudge. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

In using Nudge You shall not:

a. copy any content unless expressly permitted to do so herein;

b. upload, post, email, transmit or otherwise make available any content or material that:

i. You do not have a right to make available under any law or under a contractual relationship;

ii. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;

iii. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);

iv. is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

v. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or

vi. contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;

c. impersonate any person or entity or misrepresent their affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;e

e. interfere with or disrupt the Website or servers or networks connected to the Nudge Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

f. intentionally violate any applicable local, state, national or international law or regulation;

g. collect or store personal data about other users or viewers except as expressly permitted through Nudge for the purpose of receiving the Nudge Service;

h. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit Nudge;

i. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Nudge App or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law; or

j. register for Nudge on behalf of a group or corporate entity the Nudge Service is intended for individuals and their business use only.

7. License of Content. By submitting, posting or displaying User Content on or through the Nudge Service, you grant us (and our agents) a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to store and use such User Content in order to provide the Nudge Service and a perpetual irrevocable right to analyze use and commercialize aggregated non-personal information about use of the Nudge Service. We will not be responsible or liable for any use of User Content in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. Pursuant to this license, we may grant other users access to certain content and information in accordance with this Agreement, your settings and degree of connection with them.

8. End User License. Except for User Content, the Nudge App, this Website, and the information and materials that it contains, are the property of Nudge Software Inc. and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, we grant you a non-transferable, non-exclusive, license to (a) use Nudge for your own use, and (b) download, install and use one copy of the Nudge App on a mobile device that you own or control for your use (the “License”). The Nudge App is licensed to you and not sold. Nothing in the Terms gives you a right to use the Nudge names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions contained in Nudge. Any future release, update, or other addition to functionality of the Nudge Service or Nudge App shall be subject to the terms of these Terms.

9. Feedback. If You provide us with any suggestions, comments or other feedback relating to any aspect of Nudge (“Feedback”), we may use such Feedback in the Website, the Nudge Service, Nudge App or in any other products or services we offer or may offer (collectively, “Nudge Offerings”). Accordingly, You agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to us, (c) we (including all of its successors and assigns and any successors and assigns of any of the Nudge Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Nudge Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from us or any of the other users of the Website in respect of the Feedback.

10. Advertising. You acknowledge and agree that Nudge may contain advertisements. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between You and such advertiser and You further acknowledge and agree that we will not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings. You shall be responsible for obtaining access to the Website and acknowledge that such access may involve third-party fees (such as Internet service provider access or data fees). You shall be solely responsible for any such fees and also for obtaining any equipment that is required to access the Website. It is your responsibility to ascertain whether any information or materials downloaded from the Website are free of viruses, worms, Trojan Horses, or other items of a potentially destructive nature.

11. Links & Third-Party Websites. The Nudge Service may contain recommendations and links to other websites (eg. articles that might be of interest to your contacts). These websites are not owned or controlled by us. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by us of that third party, third party product or service. We are also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that we endorse or accept any responsibility for the content or use of such websites, and You hereby release us from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.

12. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, NUDGE SERVICE, NUDGE APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS.” WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF NUDGE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. WE DO NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE. WE WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE NUDGE SERVICE.

13. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE NUDGE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE NUDGE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR NUDGE APP, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID US IN THE PRIOR 12 MONTHS (IF ANY) THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14. INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD US AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE NUDGE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF USE.

15. Account Suspension and Termination. We may restrict or suspend account of any user who abuses or misuses the Nudge Service. Misuse of the Nudge Service includes sending messages through the Nudge Service in contravention of anti-spam laws or other abuses of the Nudge messaging services, creating multiple or false profiles or violating any of the restrictions in Section 6 of these Terms of Use or any other behavior that we in our discretion consider harmful or in violation of the spirit of this agreement. We may also suspend your account if you are in arears in paying subscription fees. We may also, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with us (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to us), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of Your access to the Website may also include removal of some or all of the materials uploaded by You to the Website. You acknowledge and agree that all terminations may be made by us in our sole discretion and that we shall not be liable to You or any third-party for any termination of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any termination of these terms of use by us shall be in addition to any and all other rights and remedies that we may have.

16. Availability & Updates. We may alter, suspend, or discontinue the Nudge Service if required to by law or due to unforeseeable forecasts. Where possible we will endeavor to give you advance notice of the same. The Website, Nudge Service and/or the Nudge App may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. We may periodically add or update the information and materials on Nudge without notice.

17. Security. Information sent or received over the Internet is generally unsecure and Nudge cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Nudge Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. We will not be liable for any loss or damage arising from your failure to comply with these requirements.

18. General. These Terms of Use, together with our Privacy Policy constitutes the entire agreement between the parties relating to Nudge and all related activities. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. Our failure to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by us must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent.

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Nudge App, our Website or the Nudge Service, please contact us at: [email protected].

Last Updated: January 18, 2016