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The Services are operated by, and any Equivalent Service provided by, Nudgu Limited ("we", "our" or "us"), a company incorporated in England and Wales with registered number 09619693.
Please read these Terms carefully before you start to use the Services or make use of any Equivalent Service. You may only use the Services or any Equivalent Service if you agree to these Terms. Your downloading, activation and installation of the App and your use of the Services or any Equivalent Service indicates your acceptance of these Terms. If you are unhappy with any aspect of these Terms, you should contact us via our Website before placing an order.
The Services are designed for your convenience and if you have any comments or problems and any questions regarding any part of the Services and/or products and services featured in the Services, please contact us through our Website. If you have experienced technical problems while using the Website, please contact us.
The Services that we provide may only be used in accordance with these Terms. The services include, but are not necessarily limited to the ability to record and schedule messages to be delivered at a specified time via the App.
If we provide a similar or equivalent service, the same terms and conditions will still apply.
Only persons aged 13 years or over may access the Website and use the services offered by us.
Licence to Use the Services
Subject to your compliance with the terms and conditions of this Agreement, Nudgu Limited hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable, revocable licence to download, install and use the Services (including for the avoidance of doubt the software therein) on the handset on which you install or use the Services for the sole purpose of your personal use of the Services from that handset, or any other electronic device.
You agree not to copy, loan, sell, resell, assign, rent, lease, publish, redistribute, license, sublicense or otherwise transfer the Services. You further agree, except only to the extent permitted by law, not to undertake cause, permit or authorise the modification, creation of derivative works, translation, reverse-engineering, reverse-compiling, decompiling or disassembling of the Services (or any part of it or its underlying software) or make any attempt to access the source code of the Services (or any part of it or its underlying software).
Subject to these Terms you may open an account with us by completing the Registration Form. Once your registration has been accepted (and until your account is terminated) you will be able to record and schedule messages, access parts of your account using the Services and (subject to agreeing any additional terms which are applicable) request services to be supplied by us. You agree to:
provide true, accurate, current and complete information about yourself in the "Registration Data" as prompted by the relevant registration form; and
maintain and promptly update the Registration Data accessible using the Services to keep it true, accurate, current and complete.
During the registration process you will be asked to supply your email address. This will help us to verify your identity on future visits. Should you register using an invalid email address or an email address that belongs to someone else, we may terminate your account at any time without notice.
You will receive confirmation emails, updates and marketing emails after you create a Nudgu Limited account, at the email address you register with. You can opt out of updates and marketing emails at any time.
You will also need to provide a password in order to access your account. We do not permit you to share your password with any other person. You must keep your password secure at all times. You will be responsible for any damage or losses caused by unauthorised access resulting from your failure to keep your password secure. You agree to:
immediately notify us through our Website if you become aware of any unauthorised use of your password or account or any other breach of security, and
ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.
There is no charge for opening a Nudgu Ltd account but you will be charged a subscription fee depending on what level of service you require. You will be notified of any charges at the time you request the products or services. When you place an order for products or services, you will be charged via your Apple App Store or Google Play Store account accordingly.
In the event that you supply invalid information or information belonging to someone else, we reserve the right to terminate your account at any time without notice and provide your details to the relevant authorities.
If, for any reason, we believe that you have not complied with any of these Terms we may, at our sole discretion, cancel your ability to use the Services or have access to the Services immediately and without giving you any advance notice. Further, we reserve absolutely the right to withdraw or suspend the Services where we deem this to be necessary without notice and we will not be liable to you for such unavailability.
Uploaded Contact Data
We will have access to the contact details that you provide in order for the message to be delivered by the appropriate technology. We will only retain this information for the duration of the message delivery lifecycle. We retain the right to monitor usage to avoid nuisance or disruptive use of the service and also fair use within the subscription option you have chosen.
Although we prohibit the abusive use of the Nudgu Limited service, we cannot control, nor do we comprehensively monitor the use of the Services. It is possible that the service could be used in unapproved ways in connection with any Equivalent Service which are unlawful or offensive and contravene our restrictions on content set out above. We are not responsible for such use, but if you become aware of the use of any such content, please contact us without delay through our Website
We may, at our discretion, contact law enforcement authorities if we are made aware that anything unlawful is occurring or has occurred in relation to the use of the Services or any Equivalent Service. We may provide details to the law enforcement authorities and in that connection may also give them access to any personal data that is held by us.
We may, without notice and at our sole discretion, delete or remove any message that has been scheduled that is in breach of these Terms.
We may refuse to provide any services to anyone who breaches these Terms.
You agree to indemnify us and our officers and employees against any action, claim, damages, liability, costs and expenses arising out of:
any use by you of the Services or any Equivalent Service in breach of these Terms;
any claim that the uploading music by you or on your behalf is an infringement of any third party's copyright, trade mark or other intellectual property rights; or
any claim that the recording and message delivery or other dealing by us of any licensed music uploaded by you or on your behalf is an infringement of any third party's copyright, trade mark or other intellectual property rights.
What You Are Allowed To Do
You may use the Services and access any part of the Services provided that it is not password protected. Access to some parts of the Services is only available if you have a valid password. You may not access these areas without a valid password.
What You Are Not Allowed To Do
You are not allowed to remove any copyright, trade mark or other intellectual property notices contained in material in the Services or as part of any Equivalent Service or from any copies or printed items taken of material from the Services or any Equivalent Service.
You are not allowed to record and schedule message delivery including text based annotations and comments, which contain any of the following:
material which is defamatory of any person;
material which is pornographic, obscene, indecent or offensive;
material which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
material that is likely to incite hatred or violence against any person or group;
material that is likely to deceive any person;
material which concerns or relates to any criminal act;
material the use or inclusion of which infringes any copyright, trademark, database or other intellectual property right of any third party;
material made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; material which promotes any illegal activity;
material which is threatening, abusive or invades another's privacy, causes annoyance, inconvenience or needless anxiety;
material which is likely to harass, upset, embarrass, alarm or annoy any other person;
material used to impersonate any person, or to misrepresent your identity or affiliation with any person;
material which gives the impression that it emanates from us, if this is not the case;
material that advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse;
material that breaches any applicable laws or legislation; or
material that contravenes any International Olympic Committee ("IOC") guidelines.
You are not allowed to:
create a database (electronic or otherwise) that includes material downloaded or otherwise obtained from the Services or from any Equivalent Service except where expressly permitted in connection with the Services or in connection with the Equivalent Service;
disseminate unsolicited advertisements or for any other commercial purposes (which would include using the Services or any Equivalent Service to promote or encourage the sale of your goods/services);
transmit or re-circulate any material obtained from the Services or any Equivalent Service to any third party except where expressly permitted;
disseminate any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
disseminate any material that contains software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
use the Services or any Equivalent Service in any way that might infringe third party privacy or other rights, is unlawful or that might bring us into disrepute;
post link(s) that take users to material that contravenes any of the above restrictions; or
record and schedule for delivery (at our sole discretion) excessive numbers of reminders to yourself or to other people as part of any promotion, including, but not limited to, sending more than 10 messages to the same phone number within a 48-hour period.
We may assign or transfer any of our rights or sub contract any of our obligations under these Terms to any third party. You may not assign or transfer any of your rights or sub contract any of your obligations under these Terms except with our specific permission in writing.
We are the owner (or the licensee) of all intellectual property rights in the Services or any Equivalent Service.
You warrant that you have the right to copy, upload or otherwise deal with those images in relation to the Services and/or your use of any Equivalent Service and to allow us to process and otherwise deal with those images in accordance with these Terms.
You may not upload, request us to deliver, or otherwise deal with, in relation to the Services or any Equivalent Service, or other material if such use would infringe any existing third party intellectual property or contractual rights. Such as broadcasting rights or licensed music recordings.
Operation of the Services
We may change the format and content of the Services (or any products or services offered by the Services) or the provision of any Equivalent Service at any time.
We may record details of your mobile application usage for the purposes of improving the service.
We may terminate or suspend the operation of the Services (or terminate or suspend provision of any products or services offered through the Services) or any Equivalent Service for support or maintenance work, in order to update the content or for any other reason. We may do this at any time and without notice. If there is going to be a planned suspension, we will endeavour to give you 48 hours notice but this might not always be possible.
You are advised to monitor your message delivery acknowledgements. We will not be responsible for keeping backups or for the loss of, deletion or corruption of any message or any other material used in the Services or otherwise used in connection with any Equivalent Service.
Because public networks, such as the internet and mobile phone networks, occasionally experience disruptions, we cannot guarantee the Services or any Equivalent Service will be available at all times. Although we strive to provide the most reliable Services possible, interruptions and delays in using the Services or an Equivalent Service are unavoidable and we disclaim any liability for damages resulting from such problems.
Information in the Services may contain technical inaccuracies or typographical errors. We attempt to make its descriptions as accurate as possible, but we do not warrant that the content in the Services is accurate, complete, reliable, current, or error-free.
Privacy and Data Protection
Services and Products
Once you have placed an order for any products or services ("the Products") through the Services or via any Equivalent Service, the order will not be treated as having been accepted until you receive confirmation from us that this is the case. This confirmation may be provided by email or post.
The decision as to whether to accept any order or deliver any message from you is at our sole discretion.
We have a policy of continuous product development and reserve the right to amend the specifications of any of the Products without prior notice.
Price, Payment and Currencies
If you pay to use the Services, any price stated (if at all) will include Sales Tax/VAT at the local prevailing rate for your app store account if applicable.
Payment must be made via your Apple App Store or Google Play Store accout at the time of placing an order which is accepted by us. Payment in full will be taken at this time and a contract will be in force and;
You warrant that all details provided to us for the purpose of your order and its delivery will be correct.
Payment on Account (Credit).
We may from time to time offer a scheme whereby customers may make a payment on account as advance payment for goods in return for additional bonus credit which may be used to pay for applicable goods or services.
The system of payment on account and bonus credit may be referred to as "Credits" for promotional purposes. We may change this name from time to time but these terms and conditions shall apply to any scheme involving advance payment for goods.
Credits that have been purchased and bonus credit amounts awarded are separately recorded and the total balance of credit is shown in your account under "Credit". At the point of checkout our system will check your Credit balance. Any messages will be paid for by drawing down the paid and bonus balances pro rata.
Any payment made on account shall be deemed as a payment for goods and services to be ordered from us. After the initial refund period described below our liability to you will be to provide goods and services to value of the account balance. Cash balances will not be returned except in cases where the customer has received defective goods or service and requested a refund of the unused prepay cash balance held on the account.
When a period of 12 months has passed with no orders placed we will assume that your account is no longer active and the Credit balance will expire.
You may cancel your account at any time, but you will not receive any credit back if you cancel partway through a subscription. Your account will not be automatically renewed each subscription.
We may cancel your account without notice at our sole discretion.
Once your account is cancelled, any messages that you have recorded will be removed and not delivered. Your password will no longer enable access to the password protected areas of the App.
Once a message has been recorded and scheduled it can be deleted at any time prior to the planned delivery time. We cannot guarantee that the message will be cancelled and not delivered if cancellation is extremely close to the scheduled delivery time. This does not affect your statutory rights as a consumer.
Limitation of Liability
The Services are provided on an "as is" and "as available" basis. Nudgu Limited does not, either expressly or implied, make any warranties, claims or representations with respect to the Services including, without limitation, warranties or conditions of quality, performance, non-infringement, merchantability or fitness for use for a particular purpose. Nudgu Limited does not represent or warrant that availability or use of the Services will be uninterrupted, timely, secure, error-free or virus-free. Access to the internet and your mobile network is provided by your internet service provider and mobile network provider respectively, and as such is outside the control of Nudgu Limited - accordingly, Nudgu Limited cannot accept any responsibility or liability for any failure of your mobile network, or any losses or damage suffered as a result
Nudgu Limited is not responsible for the content of any external website featured as a link in the Services, nor are we responsible for the content of any advertiser's website or the conduct of any business or individual advertising in the Services or related to any Equivalent Service. Any such links are provided merely as a service to users of the Services or any Equivalent Service and their inclusion does not constitute an endorsement by or affiliation with Nudgu Limited.
We will not be liable for non-delivery of messages. We will have no further liability to you in respect of the matters referred to in this clause.
We will not be liable in any way for loss, damage, costs or expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any obligation under these Terms by reason of any event or circumstance outside our reasonable control, including (but not limited to), any strikes, industrial action, failure of power supplies or equipment, government action or Acts of God.
Where information (including sensitive financial or personal information) is provided to us (whether directly through the Services or otherwise) you accept that these methods of communication cannot be 100% secure. Where sensitive financial information is provided to us we use encryption software to attempt to prevent unauthorised access to this information being obtained. However, we cannot accept any responsibility or liability for any damages arising from the misuse or loss of data or information submitted by you to us directly through the Services or otherwise.
The liability of Nudgu Limited, its agents, employees, subcontractors and suppliers with respect to any and all claims arising out of the performance or non-performance of our obligations in connection with the use of the information provided under these Terms, or the rendition of services hereunder, whether based on warranty, contract, negligence, strict liability or otherwise, shall not exceed, in the aggregate, the net purchase price (excluding taxes and freight) for such Products or services. In no event shall the liability include damages for loss of profits or revenue; increased cost of purchasing or providing materials, supplies or services; cost of replacement capital; claims of Subscriber's contacts or customers; inventory or use charges; or incidental or consequential damages of any nature.
This limitation of liability section shall prevail over any conflicting or inconsistent provision contained in any of the documents comprising these Terms. It is up to you to take precautions to ensure that whatever computer equipment and/or software selected for use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature. In no event will we be liable to you or any other any party associated with you for any direct, indirect, special or other consequential damages for any use of the Services or any Equivalent Service, or any other hyper linked website, including without limitation, any lost profits, business interruption, loss of programs or other data on your information handling system or otherwise, even if we have been expressly advised of the possibility of such damages.
Nothing in these Terms shall restrict or exclude any liability that we have to any party which cannot be excluded by law and in particular, and notwithstanding any term of these Terms, our liability for death or personal injury caused by our negligence shall not be limited or excluded in any way.
We will use reasonable endeavours to ensure that the Services and any Equivalent Service do not contain or promulgate any viruses or other malicious code. However, it is recommended that you should virus check all materials used in connection with the Services or any Equivalent Service and regularly check for the presence of viruses and other malicious code. We exclude to the fullest extent permitted by applicable laws all liability in connection with any damage or loss caused by computer viruses or other malicious code originating or contracted from the Services.
In the event that any term of these Terms is held to be invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable.
Law and Jurisdiction
These Terms (and the provision of Products by us) are governed by and to be interpreted in accordance with English law. In the event of any dispute arising in relation of these Terms or in relation to the provision of any products and services by us the English courts will have non-exclusive jurisdiction over such dispute although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or other relevant country.
Third Party Rights
No person who is not a party to these Terms shall have any right to enforce any term under the Contracts (Rights of Third Parties) Act 1999. Nothing in these Terms is intended nor shall affect any of your statutory rights that may not be legally excluded.
Without prejudice to any other rights or remedies, Nudgu Limited may limit, suspend or terminate this Agreement and your use of the Services with immediate effect if you have breached the terms of this Agreement or if Nudgu Limited reasonably suspects that you have breached the terms of this Agreement. Upon termination of this Agreement for whatever reason:
all licences and rights to use the Services shall immediately terminate;
you will immediately cease any and all use of the Services and
you will destroy and/or delete all copies of the Services in your possession or within your control.
Nudgu Limited reserves the right to modify, suspend or discontinue provision or operation of the Services at any time, and will endeavour to warn you in advance of any such modification, suspension or discontinuation.