Terms of Service

Effective Date: March 6, 2026

Welcome to NudgePay. These Terms of Service ("Terms") govern your access to and use of the NudgePay website, application, and related services (collectively, the "Service") operated by Gear Up Capital LLC ("Company," "we," "us," or "our"). By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

"User," "you," or "your" refers to any individual or entity that accesses or uses the Service.

"Service" means the NudgePay platform, including the web dashboard, API, reminder engine, email delivery system, and all associated features.

"Third-Party Integrations" means external services you connect to NudgePay, such as Stripe, QuickBooks Online, and FreshBooks.

2. Eligibility

You must be at least 18 years old and capable of forming a legally binding agreement to use the Service. By using NudgePay, you represent and warrant that you meet these requirements. If you are using the Service on behalf of a business entity, you represent that you have authority to bind that entity to these Terms.

3. Account Registration

You must create an account to use the Service. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You must notify us immediately of any unauthorized use of your account.

4. Description of Service

NudgePay is an automated invoice follow-up platform that sends payment reminder emails on your behalf when invoices become overdue. The Service integrates with third-party invoicing and payment platforms to sync invoice data, monitor payment status, and automatically stop reminders when payments are received.

NudgePay does not process payments, provide lending or collections services, or serve as a debt collection agency. The Service is a communication tool that sends emails you authorize on schedules you configure.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

6. Third-Party Integrations

The Service allows you to connect to Third-Party Integrations via OAuth or other secure authorization protocols. By connecting a third-party service, you authorize NudgePay to access and sync invoice and payment data from that service as necessary to provide the Service. Your use of Third-Party Integrations is subject to those services' own terms and privacy policies. We are not responsible for the availability, accuracy, or functionality of any Third-Party Integration.

7. Subscription Plans and Billing

NudgePay offers both free and paid subscription plans. Paid plans are billed on a recurring monthly or annual basis, as selected at the time of purchase. All fees are charged in advance and are non-refundable except as required by law or as expressly stated in these Terms.

We reserve the right to change our pricing at any time. If we change the pricing for your current plan, we will provide you with at least 30 days' notice before the change takes effect. Your continued use of the Service after a price change constitutes acceptance of the new pricing.

8. Cancellation and Refunds

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period; you will retain access to paid features until that date. We do not provide prorated refunds for partial billing periods.

9. Intellectual Property

The Service, including its design, code, features, documentation, and branding, is owned by the Company and protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose during the term of your subscription.

You retain ownership of all data and content you provide to the Service, including invoice data, custom email templates, and business information.

10. Data and Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and use of information as described in the Privacy Policy.

11. Email Sending and Compliance

NudgePay sends emails on your behalf using third-party email delivery infrastructure. You are responsible for ensuring that the content of your reminder emails complies with all applicable laws, including the CAN-SPAM Act, GDPR, and any other applicable anti-spam or data protection regulations. You represent that you have a legitimate business relationship with the recipients of your reminder emails.

12. Service Availability and Disclaimers

We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. The Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will meet your specific requirements, that reminders will be delivered at exact times, or that integration syncs will always be accurate or timely.

13. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to your use of the Service, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for all claims arising out of or related to the Service shall not exceed the total amount you paid to us in the twelve (12) months preceding the event giving rise to the claim, or fifty dollars ($50), whichever is greater.

14. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of another party.

15. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination, your right to use the Service will immediately cease. Provisions of these Terms that by their nature should survive termination will survive, including Sections 9, 13, 14, and 17.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the "Effective Date" above. Your continued use of the Service after such changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

17. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

18. General Provisions

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. These Terms constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.

19. Contact Us

If you have any questions about these Terms, please contact us at:

Email: support@nudgepay.io