Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your access to and use of NudgeCheck, a software product provided by CVPK Digital Studio LLC ("Company", "we", "us", "our"), a limited liability company organized under the laws of the State of New York, United States of America, with its principal place of business at:

3164 21st St #1098, Astoria, NY 11106, United States

By accessing or using our Service, you ("User", "You", "Customer", "Coach") agree to be bound by these Terms. If you do not agree to these Terms, do not use our Service.

2. Service Description

NudgeCheck is a software-as-a-service (SaaS) platform that provides WhatsApp-based check-in and client engagement tools for coaches, therapists, and wellness professionals. Our Service includes:

Form builder for creating check-in questionnaires
Client management and contact organization
Automated WhatsApp message scheduling and delivery
Voice note transcription using AI
AI-powered summaries of client check-ins
Analytics and response tracking
Optional Google Sheets integration for data export

Important: NudgeCheck is a communication and productivity tool. It is NOT a medical device, therapy platform, or diagnostic tool. Coaches and professionals using NudgeCheck are solely responsible for compliance with their industry regulations and professional standards.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old to use our Service
You must have the legal capacity to enter into binding agreements
You must not be prohibited from using the Service under applicable law

3.2 Account Registration

You must provide accurate and complete information during registration
You are responsible for maintaining the confidentiality of your account credentials
You must notify us immediately of any unauthorized access to your account
One person or legal entity may maintain only one account

3.3 WhatsApp and Client Requirements

You must have proper authorization to contact clients via WhatsApp
You must obtain appropriate consent from clients before adding them to the platform
You are solely responsible for compliance with WhatsApp's Terms of Service and Business Policy
You must comply with all applicable messaging and communication laws (e.g., TCPA, GDPR)

4. Subscription Plans and Pricing

4.1 Billing and Payment

Subscription fees are charged monthly in advance
All prices are in US Dollars ($) and exclude applicable taxes
Payment is processed through secure third-party processors (Stripe)
Failed payments may result in service suspension
No refunds are provided for partial billing periods
All fees are non-refundable except where required by law

4.2 EU Consumer Right of Withdrawal

If you are a consumer residing in the EU or EEA, you have the right to withdraw from your subscription within 14 days of purchase without giving any reason. To exercise this right, contact us at legal@cvpkdigitalstudio.com before the 14-day period expires. If you access or use the Service during this period, you expressly agree that the Service will begin immediately and acknowledge that you may lose your right of withdrawal once the Service has been fully provided.

4.3 Price Changes

We reserve the right to modify subscription prices with 30 days' written notice
Price changes apply to subsequent billing cycles
You may cancel your subscription before price changes take effect

5. Acceptable Use Policy

5.1 Permitted Use

You may use our Service only for lawful purposes, including:

Client check-ins and progress tracking
Professional coaching and wellness communication
Legitimate business engagement with consenting clients

5.2 Prohibited Activities

You must not use our Service to:

Send spam, unsolicited messages, or bulk marketing
Contact individuals who have not consented to receive messages
Violate any applicable laws or regulations
Infringe on intellectual property rights
Transmit harassment, threats, or malicious content
Impersonate others or create false identities
Engage in fraudulent or deceptive practices
Attempt to gain unauthorized access to other accounts or systems
Reverse engineer, modify, or create derivative works of our Service

We reserve the right to suspend or terminate your account immediately for violations.

5.3 Content Responsibility

You are solely responsible for all content sent through our Service
You warrant that you have the right to use and distribute any content you provide
We do not endorse or take responsibility for user-generated content

6. AI Features Disclaimer

NudgeCheck uses AI-powered features for voice transcription (OpenAI Whisper) and check-in summarization (OpenAI GPT). By using these features, you acknowledge:

AI-generated transcriptions and summaries may contain errors or inaccuracies
You must not rely solely on AI outputs for clinical, medical, or legal decisions
CVPK Digital Studio LLC is not responsible for decisions made based on AI outputs
Voice data is processed by third-party AI providers (OpenAI)
You are responsible for reviewing AI-generated content before taking action

7. Privacy and Data Protection

We collect and process personal data as described in our Privacy Policy.

We act as a data processor for client data you provide to the Service
We comply with applicable data protection laws, including GDPR and CCPA
We implement appropriate technical and organizational security measures
A Data Processing Agreement (DPA) is available upon request

8. Intellectual Property

8.1 Our Rights

We retain all rights, title, and interest in the Service and our technology
Our Service is protected by copyright, trademark, and other intellectual property laws
You are granted a limited, non-exclusive license to use the Service
The name and logo of NudgeCheck are trademarks of CVPK Digital Studio LLC

8.2 User Rights

You retain ownership of content you create and provide to the Service
You grant us a license to use your content as necessary to provide the Service
This license terminates when you delete content or close your account

9. Service Availability

We strive to maintain high service availability but do not guarantee uninterrupted access
Scheduled maintenance will be announced in advance when possible
We reserve the right to modify or discontinue features with reasonable notice
We are not responsible for losses caused by downtime, maintenance, or third-party changes
Our Service depends on WhatsApp's API and third-party services

10. Limitation of Liability

10.1 Disclaimer of Warranties

The Service is provided "as is" without warranties of any kind
We disclaim all warranties, express or implied, including merchantability and fitness for purpose
We do not warrant that the Service will be error-free or uninterrupted
AI outputs are provided without guarantee of accuracy

10.2 Limitation of Damages

To the maximum extent permitted by law, our total liability shall not exceed the amount you paid for the Service in the 12 months preceding the claim
We shall not be liable for indirect, incidental, special, or consequential damages
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence or for fraud

10.3 Indemnification

You agree to indemnify and hold us harmless from claims arising from your use of the Service, including claims related to your content, your violation of these Terms, or your violation of third-party rights.

11. Termination

11.1 Termination by You

You may cancel your subscription at any time through your account settings
Cancellation takes effect at the end of your current billing period
You remain responsible for all charges incurred before cancellation

11.2 Termination by Us

We may suspend or terminate your account immediately if:

You violate these Terms or our Acceptable Use Policy
Your account is used for illegal activities or spam
You fail to pay subscription fees
We are required to do so by law or court order

11.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately
We may delete your account data after a reasonable grace period
Provisions regarding liability, indemnification, and dispute resolution survive termination

12. Dispute Resolution

12.1 EU/EEA and UK Customers

If you reside in the EU, EEA, or UK, these Terms are governed by the laws of your country of residence, and you may bring legal proceedings in your local courts.

12.2 US and Other Customers

For all other customers, these Terms are governed by the laws of the State of New York, United States of America. Any disputes shall be subject to the exclusive jurisdiction of the courts located in New York, NY, USA.

13. General Provisions

Entire Agreement: These Terms constitute the entire agreement between you and us
Severability: If any provision is invalid or unenforceable, the remaining provisions remain in effect
Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control
Assignment: You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale
No Waiver: Our failure to enforce any right shall not constitute a waiver of such right
Survival: Provisions regarding IP, liability, indemnification, and dispute resolution survive termination

14. Contact Information

For questions about these Terms or our Service, please contact us:

CVPK Digital Studio LLC
3164 21st St #1098
Astoria, NY 11106, United States
Email: legal@cvpkdigitalstudio.com

Terms and Conditions – NudgeCheck