Nudgyt Terms and Conditions of Service

These terms and conditions of Service are effective as of 1 December 2021

These Terms of Service are a contract between you and Nudgyt Pte Ltd. (referred to as "Nudgyt"). By using the Services of Nudgyt on the web or on any other applications that give access to Nudgyt (e.g. within another platform like Slack or Microsoft Teams), you are bound to agree to the following Terms of Use.

 

Our Privacy Policy explains the way we collect and use your information. By using the Service, you agree to be bound by these Terms and our Privacy Policy. If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.

 

If you violate any of the terms outlined below, we reserve the right to cancel accounts or bar access to accounts without notice. If you do not agree to these terms, please do not use our Services.

 

Nudgyt reserves the right to update and modify the Terms of Use at any time New features that may be added to the Service shall be subject to the Terms of Use. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.

 

The mark Nudgyt and the Nudgyt logo are trademarks of Nudgyt Pte Ltd.

1. Account Terms

1.1 You may use the Services only if you are 16 years or older and capable of forming a binding contract with Nudgyt Pte ltd. and are not barred from using the Services under applicable law.

1.2 You must provide accurate information when you create your account or use the services in order for the services to operate properly. Identity theft or pretending to be another individual is not permitted. 

 

1.3 Accounts registered by “bots” or other automated methods are not permitted.

 

1.4 You may never use another user’s account without permission. 


1.5 While Nudgyt will do it’s best to employ best security practices, you are responsible for maintaining the privacy and security of your account. Nudgyt will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.

 

1.6 You may not use Nudgyt for any illegal or unauthorized purpose. You must not, in the use of Nudgyt, violate any laws in your jurisdiction (including but not limited to copyright laws).

 

2. Use of Service

 

2.1 You must not change, modify, adapt, or alter the Service or change, modify, or alter another website so as to falsely imply that it is associated with the Service or with us.

 

2.2 You must not access our private API by means other than those expressly permitted by us.

 

2.3 You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any of our pages are rendered or displayed in a user's browser or device.

 

2.4 You must not attempt to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of these Terms or any of our other terms.

 

2.5 As part of the Service, we may provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between you and us, we retain all right, title and interest in the Software. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Our Content, the Services or any related software, except as expressly stated in these Terms.

 

2.6 Violation of these Terms may, in our sole discretion, result in termination of your account. Furthermore, we reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting Users who violate the Terms. You acknowledge that we have no obligation to prescreen or monitor your access to or use of our Service or any information, materials, or other content provided or made available through our Service, but have the right to do so. You hereby agree that we may, in the exercise of our sole discretion, remove or delete any data, accounts, or other content that violates these Terms or that is otherwise objectionable.

2.7 If you elect to utilize any third party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third party application. To understand how such third-party application provider utilizes your Content and other information, you should review their privacy policy.

 

2.8 Your use of the Service, including any Content, information or functionality contained within it, is provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and risk for your use of these Service.

 

2.9 You agree not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Nudgyt.

 

2.10 You agree not to export or collect, by any electronic or other means, email addresses or other information of other users of the Service for the purpose of sending emails or other unsolicited correspondence.

 

2.11 You agree not to act in a way that risks damaging, deactivating, or overloading the Service or its infrastructure.

 

2.12 Nudgyt makes no warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected. Nudgyt and its affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.

 

2.13 If any provision of the Terms of Use is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

 

2.14 The failure of Nudgyt to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. 

3.  Payment and Access

 

3.1 A valid credit card or bank account is required for paying accounts. Free accounts are not required to provide a credit card number.

 

3.2 Should you upgrade or downgrade to a different plan, you will be charged your new billing rate immediately.

 

3.3 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of Nudgyt and payments made by you herein.

 

3.4 Nudgyt reserves the right to change our monthly/annually fees upon 30 days notice from us. Fee change will be notified per email to all our subscribers.

 

3.5 Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) month and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

 

3.6 For any disputes of fees charged or request for refunds, you have 30 days from the time of billing to contact us at info@nudgyt.com 

 

4. Content and Content Rights

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that users (including you) provide to be made available through the Services. Content includes without limitation User Content.

 

Content Ownership, Responsibility and Removal

4.1 Nudgyt does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Nudgyt and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the Republic of Singapore and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

 

Rights in User Content Granted by You

4.2 You are responsible for all Content sent and activity that occurs under your account (even when Content is sent by others to your account).

 

4.3 By making any User Content available through the Services you hereby grant to Nudgyt a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, and distribute your User Content in connection with the following limited purposes:

(a) providing the Services to you and your organization as contemplated by this Agreement; and

(b) creating de-identified aggregated benchmark data.

 

4.4 You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Nudgyt on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any contract by which you are bound, or of any applicable law or regulation. You can remove your User Content by specifically deleting it.

 

4.5 Although it is our intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, for unscheduled downtime, for system and server failures, or due to failure of telecommunications links and/or equipment. Consequently, we encourage you to maintain your own backup of your Content. In other words, we are not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure

 

Rights in Content Management by Nudgyt. 

4.6 Nudgyt may communicate with you via email, in-app messages or pushed notifications regarding your account, system updates, or other issues related to your account.

 

4.7 Nudgyt may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.

4.8 You agree that we are not responsible for, and do not endorse, Content posted within the Service. We do not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms, you may bear legal responsibility for that Content.

 

4.9 In some cases, it is necessary for our employees, contractors, or agents to access your account and content in order to diagnose a problem. When you contact our support team, it is implied that you are allowing us to access your account if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.

 

4.10 In connection with providing you the Service, we may transfer, store and process your Content in any other country in which we or our agents maintain facilities. By using the Service, you consent to this transfer, processing and storage of your Content.

 

4.11 The Nudgyt name and logo are our trademarks, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress, and may not be copied, imitated or used, in whole or in part, without prior written permission from us.

5.  Cancellation and Termination

5.1 Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Nudgyt once your account is cancelled. 

 

5.2 You can cancel at any time without cause, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month which you discontinued service. You will not be charged again.

 

5.3 Nudgyt reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Nudgyt believes that You have violated these Terms of Use.

 

5.4 Nudgyt will use all reasonable efforts to contact You directly to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. Nudgyt shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

6. Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, CONTRACTORS, SUPPLIERS, LICENSORS, OR AGENTS (COLLECTIVELY, THE "NUDGYT PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICE. IN ADDITION, THE NUDGYT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

 

THE NUDGYT PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES AND SECURITY BREACHES OF ANY KIND. THE NUDGYT  PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE NUDGYT PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE NUDGYT PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

 

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

 

THE NUDGYT PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

 

7. Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE NUDGYT PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE NUDGYT PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE NUDGYT PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE NUDGYT PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE NUDGYT PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

 

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY THE NUDGYT PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE NUDGYT PARTIES.

 

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, 

 

WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE THE NUDGYT PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

8. Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at our request), indemnify, and hold the NUDGYT Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf):

(i) your Content or your access to or use of the Service;

(ii) your breach or alleged breach of these Terms;

(iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right;

(iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or

(v) any misrepresentation made by you.

 

You will cooperate as fully required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent. Notwithstanding the foregoing, you agree that the cost of any such defense will be at your sole and exclusive expense.

 

9. Governing Law

Unless otherwise required by law – and which shall only be applied strictly for its intended purpose, it is expressly agreed that the laws of the Republic of Singapore shall be the law applicable to these Terms of Use and any litigation between you and Nudgyt Pte Ltd. related to the use of Nudgyt’s Service shall be submitted to the jurisdiction of a competent court in Singapore. These Terms of Service will be governed by and construed in accordance with the laws of the Republic of Singapore, without giving effect to its conflict of law provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.

 

10. Modifications to the Service and Fees

10.1 Nudgyt reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.

 

10.2 Nudgyt reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service.
 

Third-Party Subprocessors

Last modified: 5 Jan 2022

 

Nudgyt uses several third-party subprocessors to provide infrastructure services, customer support and relationship management, performance analytics, and email communications. Prior to use of any of these third-party services, Nudgyt conducts a thorough evaluation of their privacy, security, and confidentiality practices before implementing them.

  • Amazon Web Services, Inc. - Cloud Service Provider 

  • Mailgun Technologies Inc. - Cloud-based Email Notifications 

  • MongoDB, Inc. - Cloud Database

  • Stripe, Inc. - Cloud-based Payment Infrastructure Provider
     

Platform Information

Last modified 5 Jan 2022