Nudgyt Terms and Conditions of Service

Effective date: 1 October 2026 Last updated: 30 Sep 2026

These Terms of Service ("Terms") are a contract between you and Nudgyt Pte Ltd (referred to as "Nudgyt", "we", "us" ) , a company registered in Singapore. They govern your access to and use of our websites nudgyt.com and related services (together, the "Services").

By creating an account, placing an Order, paying for, or using the Services, you are bound to agree to these Terms and our Privacy Policy.

1. Definitions

Customer: the business, institution or organisation that purchases a subscription, whether through an Order Form or online checkout.
Authorised User or Seat: an individual (such as an employee, student, volunteer or coachee) whom the Customer permits to access the Services under one subscription seat.
Order Form: an online order specifying the products, number of Seats, pilot or subscription term and fees.
Customer Content: anything the Customer or its Authorised Users upload, input, speak or otherwise submit to the Services, including documents, text, audio, simulation scenarios, characters and backgrounds.
AI Output: any response, simulated dialogue, feedback, score, evaluation, report or suggestion generated by the Services.

2. Who may use the Services

2.1 Authorized Customers. The Services are available to individuals, businesses, institutions and organisations. If you purchase or use the Services on behalf of a business, institution or organisation, you confirm that you have the authority to bind that entity to these Terms, and in that case "you" refers to that entity.

2.2 Authorised Users. Authorised Users must be at least 16 years old and permitted by the Customer to use the Services. The Customer is responsible for its Authorised Users' compliance with these Terms and for obtaining any consents or authorisations (including from parents or guardians where required) needed to let them use the Services.

2.3 Accounts. You must give accurate information, keep login credentials confidential, and not share a Seat between individuals. You must not create accounts by automated means or impersonate anyone.You may not use the Services for any illegal or unauthorized purpose. You must not, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws).You are responsible for all activity under your accounts and must notify us promptly at info@nudgyt.com of any unauthorised use.

3. Use of the Services

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

3.2 Interference and Disruption. You must not interfere with or disrupt the Services or servers or networks connected to the Services, 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.

3.3 Customer Restrictions. You must not attempt to restrict another customer from using or enjoying the Services and you must not encourage or facilitate violations of these Terms or any of our other terms.

3.4 Enforcement and Monitoring. 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 Services or any information, materials, or other content provided or made available through our Services, 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.

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

3.6 Warranty Disclaimer. Your use of the Services, 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 the Services.

3.7 Non-Resale. You agree not to resell, duplicate, reproduce or exploit any part of the Services without the express written permission of Nudgyt.

3.8 Data Harvesting. You agree not to harvest, export, or collect, by any electronic or other means, email addresses or other information of other customers of the Services for the purpose of sending emails or other unsolicited correspondence.

3.9 Infrastructure Integrity. You agree not to act in a way that risks damaging, deactivating, or overloading the Services or its infrastructure.

3.10 Changes. We may improve, update or modify the Services. If we make a change that materially reduces the core functionality of a paid subscription, we will give at least 30 days' notice, and the Customer may cancel under clause 6.

3.11 Support and availability. We will use reasonable efforts to keep the Services available and to provide support via info@nudgyt.com. The Services may be unavailable from time to time for maintenance, upgrades, third-party failures or events beyond our control.

3.12 No warranties 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.

4. AI-specific terms

4.1 Simulated characters are fictional. AI characters in Nudgyt Simulate (for example virtual elderly patients, customers or colleagues) are not real people. Their statements, behaviours and emotions are generated for training purposes and do not reflect real individuals.

4.2 Training tools, not professional advice. AI Output is provided to support learning and reflection. It is not medical, clinical, legal, financial, psychological or other professional advice, and must not be used as a substitute for professional judgment or for decisions about real patients, clients or individuals. Coaching sessions are not therapy or counselling.

4.3 Accuracy. AI Output is generated by machine-learning models and may be incomplete, inaccurate or inconsistent. Scores and evaluations are indicative aids; the Customer remains responsible for any assessment, certification, hiring, progression or disciplinary decision it makes using them, and trainers can review and override feedback within the platform where this feature is enabled.

4.4 Third-party AI technology. Our Services combine Nudgyt's own behavioural AI, simulation and evaluation logic with third-party AI model and speech/voice providers, named in Annex A. These providers process Customer Content only to deliver the Services, under written terms with us that restrict their use of that content. Providers are not allowed to use the Customer Content to train their own AI services.

4.5 Facial-expression features. Where the Customer enables emotion detection, the Services use the device camera to derive facial-expression data points that animate the AI character (puppetry data). We store only those data points and do not store or record the user's camera video. Camera access is requested through the browser, and use of the feature is subject to our Privacy Policy and applicable data protection law, including Singapore's Personal Data Protection Act 2012 (PDPA). The Customer is responsible for notifying Authorised Users and obtaining any required consent.

4.6 Use of Customer Content to provide the Services. We use Customer Content to provide, secure and support the Services for the Customer, including generating AI Output and personalised feedback that builds on a learner's prior attempts. We may create de-identified, aggregated usage and benchmark data that does not identify the Customer or any individual.

4.7 Behavioural techniques. Nudgyt's AI may deliberately use behavioural science persuasion or negotiation behaviours so learners can practise using or responding to them. You acknowledge this is part of the training design.

5. Fees, subscriptions and payment

5.1 Monthly seat subscriptions. Services are offered as monthly per-Seat subscriptions on the platform, or as fixed-term custom contracts, as set out in the Order Form or at checkout. A Seat may be used by one Authorised User at a time.

5.2 Fees. Fees are as stated in the Order Form or Pricing page, in Singapore dollars (SGD) unless stated otherwise, and are exclusive of GST and other taxes, duties and levies, which the Customer must pay at the prevailing rate.You agree to pay for any such taxes that might be applicable to your use of Nudgyt and payments made by you herein.

5.3 Seat changes. The Customer may add Seats at any time; added Seats are charged from the date added, pro-rated for the remainder of the current month. Seats may be reduced and reductions take effect at the end of the current paid month.

5.4 Billing and automatic renewal. Subscriptions are billed monthly in advance and renew automatically each month at the then-current Seat price until cancelled.

5.5 Payment through Airwallex. Payments are processed by Airwallex (Airwallex (Hong Kong) Limited and/or its affiliates, "Airwallex"), our third-party payment service provider. You may pay by the payment methods made available at checkout (for example credit or debit card or other local payment methods), or by invoice and bank transfer where agreed. When you pay online: (a) your payment details are collected and processed by Airwallex and are subject to Airwallex's terms and privacy notice; Nudgyt does not store full card numbers; (b) you authorise Nudgyt and Airwallex to charge your selected payment method for the fees due, including recurring monthly charges for subscriptions; (c) you confirm you are authorised to use the payment method; and (d) payment confirmations and receipts will be sent to the email address provided. Charges may appear on your statement under the name "Nudgyt".

5.6 Recurring payment authority. By choosing a monthly subscription and confirming checkout, you authorise recurring charges on the same payment method each billing month until you cancel. We will send a confirmation of this authority, and a reminder before charges if there is a price change, a change of payment method details, or after a long period without charges, as the payment networks require. You can withdraw the authority by cancelling under clause 6.

5.7 Failed payments. If a payment fails, we may retry it, notify you, and suspend access to the affected Seats until payment is received.

5.8 Price changes. We may change Seat prices on at least 5 days' written notice, effective from the next renewal.

5.9 Refunds. Fees are non-refundable except as required by law or stated in an Order Form. If you believe you were charged in error, contact info@nudgyt.com within 30 days of the charge. Approved refunds are returned to the original payment method.

5.10 Chargebacks. Please contact us before disputing a charge with your bank so we can resolve it quickly. If a chargeback is filed, we may suspend the affected account while it is investigated. Fraudulent chargebacks may result in termination and recovery of associated costs.

6. Cancellation and termination

6.1 Cancellation by the Customer. The Customer may cancel a monthly subscription at any time through the account settings. Cancellation takes effect at the end of the current paid month; there are no refunds for the remaining part of that month, and no further charges will be made in the subsequent billing.

6.2 Seat reductions are cancellations of the relevant Seats and follow clause 6.1.

6.3 Termination or suspension by us. We may suspend or terminate access immediately if you breach these Terms (including clause 8), if payment is overdue, if required by law or a payment or technology provider, or to prevent harm to the Services or others. Where practicable we will contact you first.

6.4 Effect. On cancellation or termination, access ends and, after 60 days, we will delete or anonymise Customer Content unless the law requires us to retain it. Customers should export reports and data they need before cancelling.

7. Intellectual property and content

7.1 Nudgyt IP. Nudgyt and its licensors own all rights in the Services, our AI models and technology, the Nudgyt name and logo, and the platform's design, software and documentation. Except for the limited right to use the Services under these Terms, no rights are granted to you.

7.2 Customer IP. The Customer owns its Customer Content and any custom characters, scenarios or coaching frameworks it supplies. You grant Nudgyt a non-exclusive, worldwide, royalty-free licence to host, process, copy and adapt Customer Content solely to provide, secure, support and improve the Services for you (and as described in clause 4.6).

7.3 Output. As between you and Nudgyt, and to the extent permitted by law, the Customer may use AI Output for its internal training, assessment and business purposes. AI Output may not be unique, and similar output may be generated for others.

7.4 Your warranties. You confirm that you own or have the rights necessary to submit Customer Content, and that it and its use as contemplated here do not infringe third-party intellectual property, privacy or other rights or violate any law.

7.5 Restrictions. You must not copy, resell, sublicense, reverse engineer, scrape, or use the Services or AI Output to build or train a competing product or model.

7.6 Service Improvements using Content. 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.

8. Acceptable use and content restrictions

8.1 You must not upload, input, generate, request or distribute through the Services any content that: (a) is pornographic, sexually explicit or adult in nature, or sexualises minors in any way; (b) is violent, gory, threatening, harassing, hateful or discriminatory, or promotes self-harm, terrorism or extremism; (c) is illegal, facilitates illegal activity, or is unsafe (for example instructions for weapons, drugs or fraud); (d) infringes or misappropriates any copyright, trademark or other intellectual property right, or uses third-party material without permission; (e) is defamatory, deceptive, impersonates a real person without authority, or invades privacy, including personal data of others uploaded without a lawful basis; or (f) contains malware or is intended to disrupt or gain unauthorised access to the Services. Nudgyt may deploy safe guards that restrict access to the Services if the safe guards detect any of the above content.

8.2 You must not attempt to bypass or disable safety filters, "jailbreak" or manipulate the AI to produce prohibited content, access private APIs other than as we permit, overload the Services, or use the Services in breach of applicable law.

8.3 Our controls. We apply automated content moderation to inputs and AI Output, restrict AI characters to the scenarios configured for each tenant, and review custom characters, backgrounds and scenarios before they go live. We may monitor, remove or block content, and suspend or terminate accounts that breach this clause, and may report unlawful content to the authorities.

8.4 Reporting. To report content or conduct that you believe breaches these Terms or infringes your rights, email info@nudgyt.com with the details. We will review reports promptly and take appropriate action, which may include removing content and, for repeat infringers, terminating accounts.

9. Data protection

We handle personal data in accordance with our Privacy Policy and the relevant international privacy act such as the PDPA or GDPR. For personal data of Authorised Users that the Customer submits, the Customer is responsible for having a lawful basis and giving required notices, and Nudgyt acts as its data intermediary, processing it on the Customer's instructions to provide the Services. We maintain reasonable security arrangements and will notify you of a notifiable data breach as required by law.

10. Disclaimers

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.

NUDGYT 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.

NUDGYT 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.

11. Limitation of liability

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

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 NUDGYT, 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.

12. Indemnity

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.

13. Changes to these Terms

We may update these Terms from time to time. For material changes we will give at least 30 days' notice by email or in-app notice, and changes take effect at the next renewal or on the stated date. Continuing to use the Services after the effective date means you accept the updated Terms. If you do not agree, you may cancel under clause 6.

14. General

14.1 Governing law and courts. These Terms are governed by the laws of the Republic of Singapore. The courts of Singapore have exclusive jurisdiction over any dispute, except that either party may seek urgent injunctive relief in any competent court.

14.2 Entire agreement. These Terms, the Order Form, the Schedules and the Privacy Policy are the entire agreement on their subject matter.

14.3 Third parties. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce these Terms, except Airwallex and Nudgyt's affiliates where expressly stated.

14.4 Assignment, severability, waiver. You may not assign these Terms without our consent. If any provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver.

14.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

14.6 Contact. info@nudgyt.com.

Annex A: Third-party service providers (subprocessors)

Updated 30 Sep 2026

Cloud hosting provider: Amazon Web Services - Singapore
Database provider: MongoDB
Email delivery provider: Zapier
Simulation Partners: Anam.ai
Payment Processing: Airwallex
AI model provider(s): Openrouther: Google, OpenAI, Anthropic, Mistral, Meta, Deepseek, Alibaba, Moonshot AI
Speech-to-text / text-to-speech provider: Elevenlabs

T&S