Bid Nudge Terms of Service

# Bid Nudge Terms of Service

Effective date: July 1, 2026
Version: 2026-07-01

These Terms of Service (the "Terms") are a binding agreement between you and the operator of the Bid Nudge service under the Bid Nudge trade name ("Bid Nudge," "we," "us," or "our"). These Terms govern your access to and use of the Bid Nudge mobile application, websites, email services, software, artificial-intelligence features, and related services (collectively, the "Service").

By creating an account, selecting "Accept and Continue," or using the Service, you agree to these Terms and acknowledge the Bid Nudge Privacy Policy. If you use the Service for a company or other organization, you represent that you are authorized to bind that organization, and "you" includes that organization. If you do not agree, do not use the Service.

## 1. Eligibility and business use

You must be at least 18 years old and legally able to enter into a contract. The Service is intended for legitimate business and professional use. You may not use the Service where prohibited by law or if you have previously been suspended from it.

## 2. Accounts and account security

You must provide accurate, current information and keep it updated. You are responsible for safeguarding your credentials, devices, email accounts, and access to Sign in with Apple. You are responsible for activity performed through your account except to the extent caused by our breach of these Terms or applicable law. Notify support@bid-nudge.com promptly if you suspect unauthorized access.

You may not share an individual account in a way that defeats applicable plan limits, impersonate another person, or create accounts through automated means. We may require verification or restrict access when reasonably necessary to protect the Service or its users.

## 3. Customer data and your responsibilities

The Service may process information about your customers, prospects, employees, properties, projects, quotes, estimates, proposals, invoices, contacts, communications, and attachments ("Customer Data"). You retain your rights in Customer Data.

You represent and warrant that you have all rights, notices, permissions, and lawful bases necessary to collect, upload, disclose, and direct us and our providers to process Customer Data. You are responsible for the accuracy of Customer Data and for complying with privacy, consumer-protection, employment, recording, marketing, trade, and communications laws that apply to your business.

You grant us a limited, nonexclusive, worldwide license to host, copy, transmit, analyze, transform, and otherwise process Customer Data only as necessary to provide, secure, maintain, support, and improve the Service; comply with law; and enforce these Terms. This license ends when the data is deleted from active systems, subject to backups, legal retention, and the Privacy Policy.

## 4. Contacts, BCC tracking, and email

If you grant Contacts access, Bid Nudge accesses contacts only to help you select or match customer details. You control which contacts are used and can revoke access in iOS Settings.

The Service may provide a unique BCC tracking address. When you send or copy an email to that address, you instruct us to receive and process the message, its headers, body, and attachments. You must not BCC communications you are not authorized to disclose or use tracking to surveil, deceive, harass, or violate another person's rights.

You are the sender and controller of customer communications created or facilitated by the Service. Before sending, you must verify recipients, content, attachments, claims, dates, pricing, and legal disclosures. You must honor opt-outs and comply with the CAN-SPAM Act, Telephone Consumer Protection Act where applicable, and other marketing and communications laws. You may not send spam, purchased lists, misleading messages, or unlawful solicitations. Bid Nudge does not guarantee delivery, receipt, parsing, attachment retrieval, or classification of any email.

## 5. Quotes, estimates, and business documents

Bid Nudge can help create and organize quotes, estimates, proposals, and related documents. These are tools and drafts, not legal, tax, accounting, engineering, construction, insurance, or other professional advice. You are solely responsible for reviewing and approving every document and for ensuring that pricing, taxes, licenses, scope, specifications, warranties, deadlines, and contract terms are correct and legally sufficient for your business and jurisdiction.

The Service does not create an attorney-client, fiduciary, agency, joint-venture, partnership, employment, or contractor relationship between Bid Nudge and you or your customers.

## 6. Artificial intelligence

The Service may use automated systems and third-party artificial-intelligence providers to extract information from emails and files, summarize quotes, recommend actions, or draft messages. AI output may be incomplete, inaccurate, outdated, offensive, or inappropriate for your situation. It may omit terms or misunderstand names, amounts, dates, addresses, or attachments.

You must independently review all AI output before relying on or sending it. Do not use AI output as the sole basis for legal, financial, safety, employment, credit, housing, insurance, healthcare, or other high-impact decisions. We do not guarantee that AI output is unique or that similar output will not be generated for others.

## 7. Payment links and third-party payment processing

The Service may help you create or share links through which your customers can pay for physical goods or services. Payment processing is provided by Stripe or another identified third-party processor. Bid Nudge is not a bank, money transmitter, escrow agent, payment processor, merchant of record for your customer transactions, or party to the agreement between you and your customer.

You are responsible for your merchant account, identity verification, taxes, refunds, disputes, chargebacks, fraud, delivery, customer support, and compliance with payment-network and processor terms. Funds may be held, delayed, reversed, or unavailable under the processor's rules. Do not use payment features for prohibited or illegal goods or services.

## 8. Plans, subscriptions, and billing

Some features require a paid subscription. Prices, included features, billing interval, and renewal terms are shown before purchase. Unless otherwise stated, subscriptions renew automatically until canceled. Taxes may apply. Subscription management and refunds are governed by the purchasing channel and applicable law. Purchases made through Stripe are also subject to Stripe's terms; purchases made through Apple are subject to Apple's Media Services Terms and App Store refund process.

You may cancel before the next renewal to avoid future charges. Cancellation generally takes effect at the end of the current paid period unless the purchasing channel states otherwise. Except where required by law or expressly stated, fees are nonrefundable and we do not provide credits for partial periods. We may change future prices with advance notice required by law. Complimentary access may be changed or withdrawn unless we expressly agree otherwise in writing.

## 9. Acceptable use

You may not, and may not help anyone else to:

- violate law, another person's rights, or these Terms;
- send spam, phishing, malware, deceptive content, or unlawful communications;
- upload sensitive information that is not reasonably necessary, including Social Security numbers, full payment-card data, passwords, health records, or government identification;
- access Customer Data belonging to another user or attempt to bypass authentication, row-level security, plan limits, rate limits, or other safeguards;
- probe, scan, disrupt, overload, reverse engineer, decompile, or exploit the Service except to the limited extent such restrictions are prohibited by law;
- scrape, resell, sublicense, or use the Service to build a competing product without our written permission;
- use the Service or AI output to discriminate, make unlawful high-impact decisions, or infringe intellectual-property, privacy, publicity, or confidentiality rights; or
- misrepresent affiliation with Bid Nudge or use our marks without permission.

We may investigate suspected abuse and remove content, restrict features, suspend accounts, or cooperate with lawful authorities when reasonably necessary.

## 10. Our service and intellectual property

Subject to these Terms, we grant you a limited, revocable, nonexclusive, nontransferable, nonsublicensable right to use the Service for your internal business purposes during your account term. Bid Nudge and its licensors retain all rights in the Service, software, designs, branding, documentation, and technology, excluding Customer Data.

If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation, provided we do not identify you publicly without permission.

## 11. Third-party services

The Service depends on third parties, including Apple, Supabase, Resend, OpenAI, and Stripe. Their services and terms may apply separately. We do not control and are not responsible for third-party services, outages, policies, content, or acts, although we select providers and use contractual and technical safeguards appropriate to the Service. Features may become unavailable if a provider changes or discontinues its service.

Scheduling suggestions, travel times, distances, routes, traffic estimates, and arrival times are estimates only. You are responsible for confirming customer availability, event details, routes, travel conditions, and safe arrival times. Bid Nudge does not guarantee that a suggested time is conflict-free or that Apple Calendar or Apple Maps data is complete, current, or accurate.

## 12. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms and will protect it with reasonable care. This section does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received without duty of confidentiality. A party may disclose information when legally required after giving notice where permitted.

## 13. Privacy and security

Our Privacy Policy explains how we process personal information. You agree to use reasonable safeguards for Customer Data and not to disclose credentials or exported data improperly. No system is completely secure, and you understand that Internet transmission, email, AI processing, and cloud storage carry risks.

If your use requires a separate data-processing agreement, regulated-data terms, or specific security commitments, contact us before submitting that data. The standard Service is not designed for protected health information under HIPAA, payment-card data subject to PCI storage requirements, classified information, or other specially regulated data.

## 14. Suspension and termination

You may stop using the Service at any time and can request account deletion in the app. Account deletion is permanent and may cancel active Bid Nudge subscriptions. You should export information you need first.

We may suspend or terminate access if you materially or repeatedly violate these Terms, create a security or legal risk, fail to pay amounts due, or if continued service becomes unlawful or impracticable. When reasonable, we will provide notice and an opportunity to cure. Sections that by their nature should survive termination will survive, including ownership, payment obligations, disclaimers, liability limits, indemnity, and dispute terms.

## 15. Changes, availability, and beta features

We may modify the Service, add or remove features, impose reasonable usage limits, or discontinue the Service. We do not promise uninterrupted, error-free, or permanent availability. Scheduled maintenance, security incidents, provider failures, Internet conditions, email filtering, and events beyond our reasonable control may affect operation.

Features labeled beta, preview, test, or similar are provided for evaluation, may be less reliable, and may change or end without notice.

## 16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." BID NUDGE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR YOUR BUSINESS; THAT EMAILS, REMINDERS, ATTACHMENTS, PAYMENTS, OR NOTIFICATIONS WILL BE DELIVERED OR PROCESSED; THAT CUSTOMER DATA WILL NEVER BE LOST; OR THAT AI OUTPUT, REPORTS, QUOTES, OR RECOMMENDATIONS WILL BE ACCURATE OR PRODUCE REVENUE OR BUSINESS RESULTS.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

## 17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BID NUDGE AND ITS OWNERS, AFFILIATES, LICENSORS, PROVIDERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR DATA; COSTS OF SUBSTITUTE SERVICES; OR CLAIMS ARISING FROM YOUR CUSTOMER RELATIONSHIPS, EMAILS, QUOTES, AI OUTPUT, PAYMENT DISPUTES, SECURITY PRACTICES, OR THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF BID NUDGE AND THOSE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID BID NUDGE FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) US $100.

These limits apply regardless of legal theory and are an essential basis of the bargain. They do not limit liability that cannot lawfully be limited, such as liability for fraud or willful misconduct where applicable.

## 18. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Bid Nudge and its owners, affiliates, providers, officers, employees, and agents from third-party claims, damages, losses, liabilities, judgments, penalties, and reasonable legal fees arising from: (a) Customer Data; (b) your products, services, quotes, contracts, communications, taxes, refunds, or customer disputes; (c) your violation of law, these Terms, or third-party terms; or (d) your infringement or misuse of another person's rights. We will provide reasonable notice and cooperation, and you may not settle a claim in a way that admits fault or imposes obligations on us without our written consent.

## 19. Dispute resolution and arbitration

Please contact support@bid-nudge.com first so we can try to resolve a dispute informally. Before filing a claim, each party agrees to send a written notice describing the dispute and requested relief and allow 30 days for resolution.

Except for eligible small-claims matters or requests for temporary injunctive relief concerning unauthorized access or intellectual-property misuse, any dispute arising from these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable Commercial or Consumer Arbitration Rules, as appropriate. The Federal Arbitration Act governs this section. Arbitration may occur by video, telephone, written submissions, or in the North Carolina county where Bid Nudge's principal operator resides, subject to applicable rules.

YOU AND BID NUDGE WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING IT.

You may opt out of arbitration by emailing support@bid-nudge.com within 30 days after first accepting these Terms. Include your account email and a clear statement that you opt out. If this arbitration section is found unenforceable for a particular claim, that claim will be heard exclusively in the state or federal courts located in North Carolina, and each party consents to jurisdiction there.

## 20. Governing law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs arbitration. Mandatory consumer protections in your place of residence remain unaffected where they cannot be waived.

## 21. Apple terms

If you use the iOS app, you acknowledge that these Terms are between you and Bid Nudge, not Apple. Apple has no obligation to provide maintenance or support and is not responsible for the Service or claims relating to it. If the app fails to conform to an applicable warranty, you may notify Apple for any remedy Apple provides, and Apple has no other warranty obligation to the maximum extent permitted by law. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce the terms applicable to the iOS app.

## 22. General terms

These Terms and incorporated policies are the entire agreement about the Service and replace prior discussions on that subject. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent. We may assign them in connection with a reorganization, financing, merger, acquisition, or transfer of the Service. Neither party is liable for delay caused by events beyond reasonable control.

We may update these Terms. We will provide notice of material changes as required by law, and may require acceptance of a new version before continued use. The date at the top identifies the current version.

## 23. Contact

Questions, legal notices, arbitration opt-outs, and support requests may be sent to:

Bid Nudge
Email: support@bid-nudge.com