Terms of Service

• “Customer Content” means the specifications, drawings, and other materials, and any data or personal information they contain, that you connect, upload, or otherwise make available to the Service.
• “Findings” means the audit results, citations, and related output the Service generates by cross-referencing Customer Content.
• “Order” means a separately executed written agreement, order form, or pilot agreement between you and Nudgy describing scope, fees, and term.
• “DPA” means our Data Processing Agreement, which governs our processing of personal information contained in Customer Content.

The Service cross-references construction drawing revisions against a project specification and returns Findings with citations. The features, scope, and availability of the Service may evolve over time. Specific scope, pricing, support, and service levels for any pilot or engagement are set out in an applicable Order.

These Terms, the Privacy Policy, and the DPA together form the agreement between you and Nudgy regarding the Service. In the event of a conflict, the documents control in the following order of precedence:

1. a signed Order, as to its specific subject matter;
2. the DPA, as to the processing of personal information in Customer Content;
3. these Terms; and
4. the Privacy Policy.

You must provide accurate and complete account information, keep your credentials secure and confidential, and use the Service only for lawful business purposes. You are responsible for all activity that occurs under your account, and you must notify us promptly of any unauthorized use. The Service is offered only to businesses and their authorized personnel, and not to consumers or to individuals under the age of majority.

As between you and Nudgy, you retain all right, title, and interest in and to Customer Content. You represent and warrant that you have all rights, consents, and authority necessary to provide Customer Content to the Service and to grant the read-only Microsoft 365 access you configure, and that the Service's processing of Customer Content as contemplated by these Terms will not violate any law or third-party right.

You grant Nudgy a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, and process Customer Content solely as necessary to provide, secure, and support the Service for you and to generate and retain Findings and the associated audit trail.

You are the controller and Nudgy is the processor with respect to any personal information contained in Customer Content. Our processing of such personal information is governed by the DPA, which is incorporated into these Terms by reference. Our handling of information for which we are the controller is described in the Privacy Policy. By accepting these Terms, you also accept the DPA on behalf of yourself and your organization.

You agree not to, and not to permit any third party to:

1. upload, connect, or process content you lack the rights or authority to provide;
2. access or attempt to access another customer's data, or any data, account, or system you are not authorized to access;
3. reverse engineer, decompile, probe, scrape, or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by law;
4. interfere with, disrupt, overburden, or circumvent the security or integrity of the Service;
5. use the Service to develop or train a competing product or service, or to benchmark it for that purpose;
6. resell, sublicense, or provide the Service to third parties except as expressly permitted in an Order; or
7. use the Service to violate any applicable law or any third-party right.

When you connect Microsoft 365, access is read-only, and Nudgy retrieves only the files you select or otherwise authorize it to read. You may revoke access at any time from your Microsoft admin center or account settings. Your use of Microsoft services is governed by your own agreement with Microsoft; Nudgy is not responsible for Microsoft's services. See our Privacy Policy for how connected data is handled.

Fees for the Service, if any, are as set out in the applicable Order. Unless otherwise stated, fees are exclusive of, and you are responsible for, all applicable taxes, duties, and similar charges, other than taxes on Nudgy's net income. Except as required by law or expressly stated in an Order, fees are non-refundable.

The Service, and all software, models, integrations, documentation, and content comprising it (excluding Customer Content), and all intellectual property rights therein, are and remain the exclusive property of Nudgy and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term. No rights are granted to you except as expressly set out in these Terms; all rights not expressly granted are reserved.

If you provide suggestions, ideas, or other feedback about the Service, you grant Nudgy a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into the Service without restriction or obligation to you. Feedback is provided voluntarily and is not your or our confidential information.

Each party (the “Receiving Party”) will protect the non-public information of the other party (the “Disclosing Party”) disclosed in connection with the Service with at least the degree of care it uses for its own confidential information (and no less than reasonable care), will use it only to perform under these Terms, and will not disclose it except to personnel and advisors with a need to know who are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of the Receiving Party, was rightfully known or received without obligation, or is independently developed, and do not prevent disclosure required by law if the Receiving Party gives reasonable notice where permitted.

THE SERVICE AND ALL FINDINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT FINDINGS WILL BE COMPLETE, ACCURATE, OR ERROR-FREE. TO THE EXTENT A WARRANTY CANNOT BE DISCLAIMED BY LAW, IT IS LIMITED TO THE MINIMUM PERMITTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, AND NUDGY WILL NOT BE LIABLE FOR ANY LOSS ARISING FROM RELIANCE ON FINDINGS OR THE ABSENCE OF FINDINGS, IN EACH CASE WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUDGY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE AND THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO NUDGY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

The exclusions and limitations in this Section do not apply to: (i) a party's indemnification obligations; (ii) your breach of Section 8 (Acceptable use) or your payment obligations; (iii) either party's breach of its confidentiality obligations; (iv) infringement or misappropriation of the other party's intellectual property; or (v) a party's gross negligence, willful misconduct, or fraud. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. The parties acknowledge that the allocation of risk in these Terms is reflected in the fees and is an essential basis of the bargain.

You will defend, indemnify, and hold harmless Nudgy and its officers, directors, employees, and agents from and against any third-party claims, and any resulting losses, damages, liabilities, costs, and reasonable legal fees, arising out of or relating to (i) Customer Content; (ii) your use of the Service in breach of these Terms or applicable law; or (iii) your breach of these Terms. Nudgy will promptly notify you of the claim, give you control of its defense and settlement (provided no settlement imposes any obligation or admission on Nudgy without its consent), and provide reasonable cooperation at your expense.

These Terms apply for as long as you use the Service. Either party may terminate as set out in an applicable Order or, absent an Order, on notice. We may suspend or limit your access to the Service, in whole or in part, where reasonably necessary to address a material security risk, a violation of Section 8 (Acceptable use), a legal requirement, or non-payment, and we will restore access once the cause is resolved.

On termination, your right to access the Service ceases, and the handling of Customer Content and personal information is governed by the Privacy Policy and the DPA. Any provisions that by their nature should survive termination — including Sections 1, 6, 7, and 11 through 22 — will survive.

We are continually improving the Service and may add, change, or discontinue features from time to time. We will not make changes that materially degrade the core functionality contracted for under an Order during its term without your consent, except as required for security, legal, or technical reasons.

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, internet or utility failures, or failures or outages of third-party services or subprocessors.

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

These Terms are governed by the laws of Manitoba, Canada and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties will first attempt in good faith to resolve any dispute informally. If they cannot, the parties submit to the exclusive jurisdiction of the courts located in Manitoba, Canada, and each party waives any objection to venue in those courts, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Entire agreement. These Terms, together with the Privacy Policy, the DPA, and any applicable Order, are the entire agreement between you and Nudgy regarding the Service and supersede all prior or contemporaneous understandings on that subject.

Severability. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

No waiver.A party's failure to enforce any provision is not a waiver of its right to do so later, and no waiver is effective unless in writing.

Independent contractors. The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship.

Notices. Legal notices to Nudgy must be sent to contact@nudgy.ca; we may give you notice through the Service or by email to your account address.

We may update these Terms as the Service evolves. Material changes will be reflected by an updated date at the top of this page and, where appropriate, communicated to you. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

Questions about these Terms? Email contact@nudgy.ca.