Terms and Conditions

 

These Terms and Conditions (this "Agreement") govern your relationship with Nudge, LLC and its affiliates or agents (“Nudge,” “we,” “us” or “our”) with respect to your provision of health and wellness coaching services to our users (the “Nudge Coaching Services”).  By registering as a Nudge Coach on the nudgecoach.com website, the nudgeyourself.com website or any Nudge application (a “Nudge Site”), you agree to these Terms and Conditions.  If you do not agree, do not register with us or provide Nudge Coaching Services.

 

Registration

To access the Nudge Sites and provide Nudge Coaching Services, you must create a [Nudge Coach] account and (a) provide us the required account creation information and (b) create a username and password.  The information you provide us must be complete and accurate.

If you create an account for a company or other organization (“Company”), "you" includes you and the Company.  You represent and warrant to us that you, on behalf of the Company, are authorized to (a) grant all permissions and licenses set forth in these Terms and Conditions, (b) undertake the obligations set forth in these Terms and Conditions and (c) enter into these Terms and Conditions.  

 

Terms and Conditions

You acknowledge and agree that these Terms and Conditions form a legally binding agreement between you and us.  You agree that you will not use the Nudge Sites for any illegal purposes.  You agree that you will interact with our users and provide the Nudge Coaching Services in compliance with these Terms and Conditions and all applicable laws.  You agree to be responsible for all information, content, including images, comments, links and other materials (“Information”) provided by you and for all activity that occurs with respect to the Nudge Coaching Services.  You agree that you will not enter, upload or disseminate any Information that infringes on the copyrights or other intellectual property rights of any third party.

 

Privacy

As a Nudge Coach, you will be granted access to information regarding users who accept your invitations on the Nudge Sites. You acknowledge that this information is personal and confidential and agree that you will not disclose the information to any person and that you will use the information solely in connection with your provision of the Nudge Coaching Services. The Nudge Sites and the services we provide to our users are subject to the Nudge Privacy Policy located at nudgecoach.com/privacy.  You agree that you will comply with the Nudge Privacy Policy.  You acknowledge that you have carefully reviewed the Nudge Privacy Policy.  

 

Independent Contractor Relationship

You agree that you and we shall be independent contractors with respect to one another.  Nothing in these Terms and Conditions shall create any employment, association, partnership, joint venture, or similar relationship.  All persons employed by you who perform Nudge Coaching Service shall be your employees or independent contractors.  You shall be fully responsible for yourself and them, including, without limitation, with respect to compensation to your employees and independent contractors, withholding taxes, worker's compensation, other insurance and other required payments.

 

No Medical Services

You agree that you will make it clear to our users that the Nudge Coaching Services do not constitute medical advice or medical opinions, that using the Nudge Coaching Services is not a substitute for the advice of a medical professional, and that the information made available on or through the Nudge Sites should not be relied upon when making medical decisions or to diagnose or treat a medical or health condition.

 

Security

We care about the security of your Information and account information.  We continuously work to protect the security of your Information and your account information; however, we cannot guarantee that unauthorized third parties will not be able to circumvent our security measures. Please notify us immediately of any unauthorized use of your account.

 

Grant of License

For as long as you comply with these Terms and Conditions, we grant you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Nudge Sites.  The Nudge Sites may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose.  

 

Information and Intellectual Property

You agree that no Information will (a) be offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, (b) infringe on the copyrights or other intellectual property rights of any third party, (c) violate the privacy right of any third party, (d) violate these Terms and Conditions or (e) otherwise violate any applicable law.  We do not pre-screen Information provided by you, but we reserve the right (but does not have the obligation) to remove any Information uploaded to or posted to the Nudge Sites. 

The Nudge Sites and our services, all software (source code and object code) related thereto, all content provided by us or our affiliates or agents, all processes, designs, techniques, concepts, improvements, modifications, inventions and discoveries related to the Nudge Sites and our services, all trademarks, copyrights, service marks, patents, applications therefore, trade secrets and other intellectual property rights appurtenant thereto and any derivate works thereof related to the Nudge Sites and our services are and shall remain our exclusive property.  No use of the Nudge Sites or our services shall be deemed to transfer title, or grant a license to the any of the foregoing.

You may not duplicate, copy, or reuse any portion of our visual design elements or concepts without our prior express written permission.  Furthermore, you shall not, nor permit any other party to, (a) disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for any part of the Nudge Sites or our services; (b) alter, modify, or prepare derivative works based on the Nudge Sites, our services or any materials related thereto; or (c) use any part of the Nudge Sites, our services or any materials related thereto to create, invent or develop any computer program or other invention, work or device that performs, replicates, or utilizes the same or substantially similar functions as the Nudge Sites, our services or any materials related thereto.

 

Cancellation and Termination

You will be solely responsible for cancelling your account.  An email or phone request to cancel your account is not a proper cancellation.  All cancellations must be made by email to support@nudgeyourself.com.  We have the right to at any time suspend or terminate your account and refuse any and all current or future use of the Nudge Sites for any reason or no reason.  We cannot guarantee that your Information will be available to you following a cancellation, or suspension.

 

Modifications to the Nudge Sites and the Services

We reserve the right to at any time and from time to time modify, upgrade or discontinue, temporarily or permanently, the Nudge Sites or the services that we offer, with or without notice.  We may upgrade the Nudge Sites and our services and you agree that these Terms and Conditions will apply to such upgrades.  You agree that we will not be liable to you or to any third party with respect to any such modification, upgrade or discontinuance of the Nudge Sites or our services.  

 

Limitation of Liability

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NUDGE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NUDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE NUDGE SITES; (b) CLAIMS RELATED TO ANY NUDGE COACHING SERVICES; (c) UNAUTHORIZED ACCESS TO TRANSMISSIONS OR ALTERATION OF YOUR INFORMATION; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY WITH RESPECT TO THE NUDGE SITES OR THE NUDGE COACHING SERVICES; (e) OR ANY OTHER MATTER RELATING TO THE NUDGE SITES OR THE NUDGE COACHING SERVICES.  IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE NUDGE SITES OR THE NUDGE COACHING SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

 

Disclaimer

YOUR USE OF THE NUDGE SITES IS AT YOUR SOLE RISK. THE NUDGE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WE DO NOT WARRANT THAT (a) THE NUDGE SITES WILL MEET YOUR SPECIFIC REQUIREMENTS, (b) THE NUDGE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE NUDGE SITES WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF THE NUDGE SITES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE NUDGE SITES WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE NUDGE SITES WILL BE CORRECTED.  WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

Release and Indemnification

To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our respective affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, “Covered Persons”), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and reasonable attorneys’ fees) of every kind and nature, arising from or in any way related to your access to or use of the Nudge Sites or your provision of the Nudge Coaching Services.  You will indemnify, defend and hold Covered Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to your access to or use of the Nudge Sites or the Nudge Coaching Services. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.

 

General Conditions

You acknowledge and agree that Nudge may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Nudge Sites. 

We reserve the right to modify these Terms and Conditions from time to time at our sole discretion.  Any such modification will be effective immediately upon our posting of the revised Terms and Conditions on the Nudge Sites.  We will provide no other notice to you. It is your responsibility to review our Terms and Conditions from time to time to ensure that you continue to agree with our Terms and Conditions. If you no longer agree to these Terms and Conditions after a modification, you must immediately cease using the Nudge Sites.  All new or modified features related to the Nudge Sites, including the release of new features, tools and resources, will be subject to these Terms and Conditions.  

You agree that you will not modify, adapt or hack the Nudge Sites or modify another application or website so as to falsely imply that it is associated with the Nudge Sites or Nudge.  You agree that you will not reproduce, duplicate, copy, sell, resell or exploit all or any part of the Nudge Sites. 

You understand that the technical processing and transmission of the Nudge Sites, including your Information, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You agree that you will not upload, post, host, or transmit unsolicited email, SMS or “spam” messages. You agree that you will not transmit any worms or viruses or any code of a destructive nature. 

These Terms and Conditions shall be governed by the laws of the State of Tennessee, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of the state and federal courts located in Hamilton County, Tennessee.

The Nudge Sites are controlled and operated from the United States, and we make no representations that they are appropriate or available for use in other locations.

The failure of Nudge to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions and the other policies, terms and conditions referred to in these Terms and Conditions constitute the entire agreement between you and Nudge and govern your use of the Nudge Sites, superseding any prior agreements between you and Nudge.  You may not assign these Terms and Conditions to any party.  If any provision of these Terms and Conditions is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms and Conditions will remain in full force and effect.

 

Questions

Any questions regarding these Terms and Conditions should be addressed to support@nudgeyourself.com.

 

These Terms and Conditions were last updated on April 5, 2016.