Please read the terms and conditions of this agreement (the “Agreement” or “Terms” or “Terms of Service”) before accepting this agreement on behalf of your company or entity. By accepting this Agreement, by completing the sign up process, accessing the Service, using the Site, you agree that you have read and understood these terms and conditions of this Agreement and you agree to be bound by them. We may periodically update these terms and conditions. Your continued use of this site will constitute your acceptance of any new or amended terms and conditions.
Brand Nudge, Ltd. (“Brand Nudge”) offers its customers Services (each, a “Service” and collectively, the “Services”), which are subject to the terms of this Agreement. By accepting a Service, you (“Customer”) indicate your agreement with these terms and conditions.
Subject to all of the terms and conditions of this Agreement, Customer is granted a non-exclusive, non-transferable, limited license to access and use the Services described in this Terms of Service for the term stated below. Brand Nudge retains, and Customer will not acquire, any right, title, and interest in the Services provided by Brand Nudge, including any and all trade secrets and other intellectual property rights. Brand Nudge will establish user profiles and passwords for use by the Customer and its agents or employees for access to the Services. Customer shall be responsible for any misuse of user profiles and passwords.
The Services will include access to the Brand Nudge Platform and software.
This Agreement is effective as of the Effective Date and will continue for thirty (30) calendar days thereafter and may be extended at Brand Nudge sole discretion. Upon any expiration or termination of this Agreement, Customer shall cease any and all use of any Services and Brand Nudge may discontinue your access to the Services licensed hereunder. After the 30 day free trial, the customer may have the option to purchase the services at a specified price that will be outlined in a separate agreement; however nothing herein obligates either party to enter into any further agreement with the other party. Brand Nudge may terminate Customer’s access to the Services at any time during and after the 30 day free trial.
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, AND BRAND NUDGE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Brand Nudge compares products online and provides business intelligence (the “Data”). While collecting Data, Brand Nudge uses the diligence and skill that a reasonably prudent person would exercise to make such comparisons honestly and fairly utilizing raw data sourced from the Internet. Brand Nudge does not warrant and expressly excludes all liability in respect to the accuracy and completeness of the Data. and Customer may elect to use or not to use the Data at Customer’s sole risk.
Customer may not release to any third party the results of any evaluation of the Trial Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of the Company. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Trial Services or the Content in any way; (ii) modify or make derivative works based upon the Trial Services or the Content; (iii) reverse engineer the Trial Services; or (iv) access the Trial Services in order to build a competitive product or service.
IN NO EVENT SHALL BRAND NUDGE WILL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER’S USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BRAND NUDGES TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY BRAND NUDGE LTD SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED £1,000. The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
BRAND NUDGE shall have no support or maintenance obligations with respect to the Services hereunder. Any additional updates, upgrades, bug fixes, etc., that Brand Nudge voluntarily provides to you hereunder shall be “Services” hereunder and subject to this Agreement.
Customer agrees that, during the term of this Service and thereafter, any information disclosed to Customer of a confidential or proprietary nature (“Confidential Information”): (a) will not be disclosed to any person; (b) will be treated with a high degree of care in order to preserve its confidentiality; (c) will not be used except to exercise the rights granted in the license hereunder; and (d) will remain the property of Brand Nudge. “Confidential Information” shall mean all information that is marked or otherwise identified as confidential, restricted, or proprietary to Brand Nudge.
Customer nominates Brand Nudge and its employees as Authorized Users of Customer’s Amazon Retail Analytics (ARA) website. This will enable Brand Nudge Amazon solutions for the customer. Per the Amazon ARA Terms and Conditions this is acceptable usage under their Personnel/Affiliates clause as described here: “(b) Personnel/Affiliates. You will restrict the possession, knowledge, access to, and use of the ARA Site and ARA Information to Authorized Users. “Authorized User” means your employee, contractor or agent who (i) has a need to access the ARA Site and know ARA Information in connection with a Permitted Business Purpose.”
Questions regarding the Terms of Service should be sent to
The Terms of Service shall be governed in accordance with the laws of the England and Wales. The parties agree to engage in reasonable efforts to resolve any dispute arising out of the Terms of Service without resorting to litigation. In case of any litigation regarding this Terms of Service the parties hereto irrevocably submit themselves to the exclusive jurisdiction and venue of the state and federal courts sitting in Suffolk County, Massachusetts for any legal proceeding relating to the Terms of Service. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
