Terms of Service

Effective Date: [INSERT DATE]  •  Last Updated: April 13, 2026

1. Acceptance of Terms

By accessing or using NudgeWell’s platform, website, or any related services (collectively, the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree with these Terms, do not use the Service. We recommend reviewing these Terms together with our Privacy Policy, which governs how we handle your data.

2. Service Description

NudgeWell is an AI-powered benefits engagement platform that helps employers improve employee utilization of health benefits through personalized nudges, engagement communications, and a Benefits Coach Q&A feature.

NudgeWell is not a healthcare provider, insurance company, or benefits administrator. The Service does not provide medical advice, diagnoses, treatment recommendations, or insurance coverage decisions. Any health-related information provided through NudgeWell (including Benefits Coach responses) is for general informational purposes only. Always consult your physician or qualified healthcare professional for medical advice.

3. Subscription & Pricing

3.1 Plans & Pricing

NudgeWell offers subscription plans for employers. Current pricing:

Plan	Price	Includes
SMB Tier	[INSERT PRICE]/month	Up to [X] employees, AI nudges, Benefits Coach, analytics dashboard

Pricing is subject to change with 30 days’ written notice. Price changes do not affect current billing cycles.

3.2 Billing & Auto-Renewal

Subscriptions are billed monthly or annually (as selected at sign-up) and automatically renew at the end of each billing period. Payment is processed via Stripe using the payment method on file.

3.3 Refund Policy

Subscription fees are generally non-refundable. If NudgeWell fails to provide the Service for a material period due to our fault, we will issue a prorated credit for the affected period upon request.

3.4 Cancellation

You may cancel your subscription at any time through your account settings or by contacting [support@nudgewell.com]. Cancellation takes effect at the end of the current billing period. You retain access to the Service until then.

4. Data Responsibility & Account Management

4.1 HR Administrator Responsibilities

As an HR administrator using NudgeWell on behalf of your organization, you are responsible for:

• Data accuracy: Ensuring employee information uploaded to NudgeWell is accurate and current
• Employee consent: Obtaining any required consent or providing any required notice before sharing employee data with NudgeWell, in compliance with applicable laws
• Compliance: Ensuring your use of NudgeWell complies with your organization’s policies and applicable employment and privacy laws
• Access control: Managing who within your organization has administrator access to NudgeWell

4.2 Credential Security

You are responsible for maintaining the confidentiality of your account credentials. Notify us immediately at [support@nudgewell.com] if you suspect unauthorized access to your account.

4.3 Data Collection Limitations

NudgeWell at the SMB tier does not collect or process protected health information (PHI), medical claims data, or individually identifiable health information. Do not upload claims data, medical records, diagnoses, or similar health information to NudgeWell.

5. Acceptable Use Policy

You agree not to use the Service to:

• Engage in fraud, impersonation, or misrepresentation
• Harm, harass, or discriminate against employees or any individuals
• Attempt unauthorized access to NudgeWell systems or other users’ accounts
• Scrape, crawl, or extract data from the Service through automated means (except via authorized APIs)
• Use the Service for any illegal activity or in violation of applicable laws
• Violate employee privacy rights or use employee data for purposes beyond benefits engagement
• Upload malicious code, viruses, or harmful content
• Interfere with or disrupt the Service’s infrastructure

Violation of this policy may result in immediate suspension or termination of your account.

6. Data Processing Agreement

6.1 Roles

For purposes of data protection law: your organization (the employer) is the data controller, and NudgeWell is the data processor. We process employee data solely on your behalf and according to your instructions as described in these Terms and our Privacy Policy.

6.2 Processing Terms

As your data processor, NudgeWell will:

• Process personal data only in accordance with your documented instructions and these Terms
• Implement appropriate technical and organizational safeguards (encryption, access controls, incident response)
• Notify you within 72 hours of becoming aware of a personal data breach
• Delete or return all personal data upon termination of the agreement, at your election
• Make available all information necessary to demonstrate compliance with these processing obligations

6.3 Sub-Processors

NudgeWell uses the following sub-processors to deliver the Service:

• Render (application hosting)
• Neon (database hosting)
• SendGrid (email delivery)
• Stripe (payment processing)
• Google Analytics (anonymized website analytics)

We will notify you of material changes to our sub-processor list at least 30 days in advance. Each sub-processor is contractually bound to data protection obligations no less stringent than those in these Terms.

6.4 CCPA & State Privacy Compliance

To the extent NudgeWell processes personal information subject to the CCPA or other state privacy laws on your behalf, NudgeWell acts as a “service provider” (CCPA) and will not sell, share, or retain personal information for any purpose other than performing the Service.

7. Intellectual Property Rights

Our IP: NudgeWell owns all rights to the Service, including software, AI models, algorithms, designs, and documentation. These Terms do not grant you any ownership rights in the Service.

Your Data: You retain all ownership rights to the data you provide to NudgeWell (employee information, plan details, etc.). We claim no ownership over your data.

License: You grant NudgeWell a limited, non-exclusive license to use your data solely for the purpose of providing the Service. This license terminates when your subscription ends.

8. Limitation of Liability

8.1 Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NudgeWell does not warrant that:

• The Service will be uninterrupted, error-free, or free of harmful components
• AI-generated nudges or Benefits Coach responses will be accurate, complete, or appropriate for every situation
• The Service will achieve specific employee engagement or financial outcomes
• The Service constitutes medical, legal, insurance, or financial advice

8.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUDGEWELL’S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (b) ONE HUNDRED DOLLARS ($100).

8.3 Exclusions

IN NO EVENT SHALL NUDGEWELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation applies to all claims, whether based on contract, tort, negligence, strict liability, or any other legal theory.

9. Indemnification

You agree to indemnify and hold harmless NudgeWell, its officers, directors, and employees from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from:

• Your violation of these Terms or applicable laws (including CCPA and state privacy laws)
• Inaccuracy of employee data you provide to the Service
• Your misuse of the Service or violation of the Acceptable Use Policy
• Any claim by an employee or third party arising from your use of the Service

10. Modification of Terms & Service

We may modify these Terms at any time. Material changes will be communicated via email to the primary account contact at least 30 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms.

We may also modify, suspend, or discontinue features of the Service at any time. We will provide reasonable notice for changes that materially affect your use of the Service.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s proprietary information disclosed in connection with the Service. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

Confidentiality obligations survive termination of these Terms for a period of 2 years.

12. Dispute Resolution

12.1 Informal Resolution

Before filing any formal legal proceeding, you agree to first attempt to resolve the dispute informally by contacting us at [legal@nudgewell.com]. We will attempt to resolve the dispute within 30 days of receiving your notice.

12.2 Governing Law

These Terms are governed by the laws of the State of [STATE], without regard to conflict of law principles. Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in [STATE].

13. Termination

13.1 Termination by You

You may terminate your account and subscription at any time by canceling through your account settings or contacting support. Termination takes effect at the end of the current billing period.

13.2 Termination by NudgeWell

We may suspend or terminate your access to the Service immediately if:

• You violate these Terms or the Acceptable Use Policy
• Your payment fails and remains unresolved after 14 days
• Continued provision of the Service becomes impractical due to legal or regulatory requirements

13.3 Effects of Termination

Upon termination:

• Your access to the Service will cease
• You may request an export of your data within 30 days (see Section 16)
• After the 30-day export window, your data will be deleted from our systems
• Sections that by their nature should survive termination (Limitation of Liability, Indemnification, Confidentiality, Dispute Resolution) will survive

14. Not Medical Advice

NudgeWell is not a healthcare provider, insurance company, medical advisor, or benefits administrator.

The Service, including AI-generated nudges and Benefits Coach Q&A responses, provides general benefits engagement information only. Nothing in the Service should be construed as:

• Medical advice, diagnosis, or treatment recommendations
• Insurance coverage decisions or benefits determinations
• Legal, tax, or financial advice
• A substitute for professional medical or benefits consultation

Always consult your physician or qualified healthcare professional before making any health-related decisions. If you are experiencing a medical emergency, call 911 or your local emergency number immediately.

14A. Per-Category Disclaimers

NudgeWell nudges are categorized by subject matter. The following disclaimer applies to each nudge category and is displayed on every nudge we deliver:

15. Third-Party Links

The Service may contain links to third-party websites, including benefits provider portals, insurance carrier sites, and healthcare resources. NudgeWell is not responsible for the content, accuracy, or practices of third-party sites. Accessing third-party links is at your own risk.

16. Export & Data Portability

You have the right to export your data at any time during your active subscription. Upon request (or within 30 days of contract termination), we will provide your data in a standard, machine-readable format (CSV or JSON).

Data exports include: employee records, engagement history, nudge logs, and analytics data. To request an export, contact [support@nudgewell.com].

17. Contact Information

For questions about these Terms, contact us:

[COMPANY LEGAL NAME]
[STREET ADDRESS]
[CITY, STATE ZIP]
Legal: [legal@nudgewell.com]
Support: [support@nudgewell.com]

18. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and NudgeWell regarding the Service. They supersede all prior agreements, understandings, and communications (written or oral) regarding the Service.

19. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

20. Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. A waiver of any term is only effective if in writing and signed by an authorized representative of NudgeWell.

See also: Privacy Policy