Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Nudgen LLC ("Nudgen," "we," "our," or "us") governing your access to and use of the Nudgen website, application, and related services (the "Service").

By accessing or using the Service, or by clicking to accept these Terms, you agree to be bound by them. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.

You must be at least 18 years old and able to form a binding contract to use the Service.

You are responsible for maintaining the security of your account, authentication credentials, and access to your workspace. You must promptly notify us of any unauthorized use or security incident.

Nudgen is a platform that helps customers create, send, manage, and analyze retention and lifecycle email campaigns. Features may include team workspaces, contact imports, campaign drafting, AI assistance, test sends, drip sequences, stop rules, tracking, analytics, and billing administration.

We may add, modify, or remove features from time to time. Some features may be subject to plan limitations, rate limits, or additional product-specific requirements.

Certain accounts may receive a trial period. After a trial ends, continued use of paid features may require a subscription.

Paid plans are billed on a recurring basis unless canceled. You authorize our payment and billing providers to process charges, applicable taxes, and subscription-related transactions in accordance with your selected plan.

Plan pricing, feature access, usage limits, and quotas may change over time. Unless otherwise stated in writing, fees are non-refundable and non-creditable, including for partial billing periods.

The Service supports shared team workspaces. Workspace owners, administrators, and authorized members may be able to create campaigns, manage contacts, review analytics, invite users, manage billing, and access workspace data based on their role.

Your organization is responsible for managing its users, roles, and permissions. We may rely on workspace administrators as authorized contacts for account and subscription matters.

You retain responsibility for the content, contacts, brand assets, prompts, links, logos, and other materials you upload to or generate through the Service ("Customer Content").

You represent and warrant that:

• You have all rights and permissions needed to use Customer Content with the Service.
• You have a lawful basis to upload, process, and email your contacts.
• Your campaigns, destination URLs, and messaging comply with applicable law, including anti-spam, consumer protection, privacy, and intellectual property laws.
• You will honor suppression, unsubscribe, and opt-out obligations applicable to your campaigns.

You may not use the Service to:

• Send unlawful, deceptive, harassing, abusive, or fraudulent messages.
• Send spam, phishing, malware, or campaigns using purchased, scraped, or otherwise unauthorized contact lists.
• Impersonate another person or entity or misrepresent your affiliation.
• Upload malicious code, attempt to bypass security controls, or interfere with the operation of the Service.
• Use the Service in a way that creates excessive complaint, bounce, fraud, or abuse risk.
• Use AI features to generate content that is illegal, infringing, or harmful.

Nudgen may apply unsubscribe links, signed tracking links, suppression handling, rate limits, and other delivery safeguards as part of the Service. We may also record events such as sends, deliveries, opens, clicks, bounces, unsubscribes, and complaints.

You acknowledge that email delivery depends on many factors outside our control, including recipient behavior, mailbox provider filtering, sender reputation, and third-party services. We do not guarantee inbox placement, open rates, click-through rates, conversions, or any specific business outcome.

The Service may provide AI-assisted content generation. AI output is generated automatically based on the inputs you provide and may be inaccurate, incomplete, biased, offensive, or unsuitable for your use case.

You are solely responsible for reviewing, editing, approving, and using AI-generated output before it is sent or published.

The Service may depend on third-party providers for functions such as authentication, billing, analytics, AI generation, geolocation, and email delivery. Your use of certain features may also be subject to those providers' terms and policies.

Nudgen and its licensors own all rights, title, and interest in and to the Service, including our software, branding, interfaces, and related intellectual property, except for Customer Content.

You grant us a limited, non-exclusive right to host, process, transmit, modify, and display Customer Content only as necessary to operate, secure, support, and improve the Service.

If you provide suggestions, ideas, or feedback about the Service, you grant Nudgen LLC a worldwide, perpetual, irrevocable, royalty-free right to use that feedback for any lawful purpose without restriction or compensation to you.

We may suspend or terminate access to the Service immediately if we believe you have violated these Terms, created abuse or security risk, failed to pay applicable fees, or exposed the Service or others to legal, operational, or deliverability harm.

You may stop using the Service at any time. Termination does not relieve you of obligations accrued before termination, including payment obligations.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUDGEN LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUDGEN LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (USD $100) OR THE AMOUNTS YOU PAID TO NUDGEN LLC FOR THE SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

You will defend, indemnify, and hold harmless Nudgen LLC and its affiliates, officers, employees, contractors, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your Customer Content, your use of the Service, your campaigns, your violation of these Terms, or your violation of applicable law or third-party rights.

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

Any action or proceeding arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

We may update these Terms from time to time. If we make material changes, we may provide notice through the Service, by email, or by updating the effective date above. Your continued use of the Service after the updated Terms become effective constitutes acceptance of the revised Terms.

Questions about these Terms may be sent to Nudgen LLC at [email protected].