Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and PayNudge ("Company," "we," "our," or "us") governing your access to and use of the PayNudge platform, including our website, applications, and AI-powered invoice reminder services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Service.

2. Description of Service

PayNudge is an AI-powered invoice reminder platform that helps businesses send professional payment reminders and track invoice status. Our Service includes:

• AI-powered extraction of invoice data from uploaded documents
• Automated email reminders sent to your clients/contacts on your behalf
• Contact and invoice management dashboard
• Payment tracking, client feedback collection, and analytics
• Integration with third-party accounting software (e.g., Xero)
• Trust Scores and payment reliability metrics

3. Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Be a business owner, freelancer, or authorized representative of a business
• Not be prohibited from using the Service under applicable laws
• Provide accurate and complete registration information

If you are using the Service on behalf of a business or organization, you represent that you have authority to bind that entity to these Terms.

4. Account Registration

To access most features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password and authentication credentials secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms, contain inaccurate information, or show signs of fraudulent activity.

5. Pricing and Payment

5.1 Free Plan

All users have access to a free plan that includes 3 invoice reminders per month, forever. No credit card is required to use the free plan.

5.2 Paid Plans

We offer monthly subscription plans:

• Starter: $4.99/month for 15 invoices
• Pro: $14.99/month for 50 invoices
• Business: $49/month for 250 invoices

We reserve the right to modify pricing with 30 days' notice. Existing subscriptions will be honored until the end of the current billing period.

5.3 Payment Processing

Payments are processed through Stripe. By providing payment information, you authorize us to charge your payment method for subscription fees. You agree to pay all applicable fees and taxes. Subscriptions renew automatically unless cancelled.

5.4 Cancellation and Refunds

You may cancel your subscription at any time through your account settings or by contacting support@paynudge.ai. Cancellation takes effect at the end of the current billing period. Fees are generally non-refundable, but we may provide refunds at our discretion for technical issues that prevented the Service from functioning as intended.

6. Acceptable Use

You agree to use the Service only for lawful purposes. You must NOT use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Send spam, harassment, threats, or abusive communications
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Service or servers
• Send reminders for fraudulent, illegal, or disputed debts
• Impersonate others or misrepresent your affiliation
• Engage in debt collection practices that violate consumer protection laws (e.g., FDCPA, FTC regulations)
• Upload invoices you are not authorized to collect or that you did not issue
• Circumvent any usage limits, rate limits, or security measures
• Use automated bots or scripts to access the Service without authorization
• Send reminders to contacts who have explicitly requested no further contact

7. Your Content and Data

7.1 Ownership

You retain ownership of all content you upload to the Service, including invoices, contact information, and communications ("Your Content"). We do not claim ownership of Your Content.

7.2 License to Us

By uploading content, you grant us a worldwide, non-exclusive, royalty-free license to use, process, store, and transmit Your Content solely to provide and improve the Service. This includes using AI to extract invoice data, sending communications on your behalf, and calculating Trust Scores. We may also use aggregated, anonymized data derived from Your Content to improve our service (see Privacy Policy Section 4).

7.3 Your Responsibilities

You are responsible for ensuring you have the legal right to upload and use all content you provide, that your invoices are valid and accurate, and that your use of the Service complies with applicable laws, including data protection regulations. You represent that you have a legitimate business relationship with the contacts you add.

8. Email Communications

When you use PayNudge to send payment reminders:

• Emails are sent on your behalf from our email infrastructure (via Resend)
• You are responsible for the accuracy and legality of invoice information in communications
• Recipients will see your company name as the sender and may contact you directly
• We track email delivery, opens, and clicks for analytics and service improvement
• You must comply with applicable anti-spam laws (CAN-SPAM, GDPR, etc.)
• You must have a legitimate business relationship with all recipients
• Recipients may report emails as spam, which may affect your ability to use the Service

9. Trust Scores

PayNudge calculates Trust Scores for your contacts based on their payment behavior and engagement. You understand that:

• Trust Scores are calculated using our proprietary algorithms and may change over time
• Trust Scores are intended as informational tools, not guarantees of payment
• Your contacts may see their own Trust Score when viewing invoice reminder pages
• Aggregated, anonymized Trust Score data may be used across the platform (see Privacy Policy)
• You should not use Trust Scores as the sole basis for extending credit or making business decisions
• We are not responsible for any decisions you make based on Trust Score information

10. Third-Party Integrations

The Service may integrate with third-party services such as Xero. Your use of these integrations is subject to:

• The third party's terms of service and privacy policy
• Your explicit authorization for data sharing between services
• Our access being limited to data necessary for the Service

We are not responsible for the availability, accuracy, or practices of third-party services. You may disconnect integrations at any time through your account settings.

11. Intellectual Property

The Service, including its design, features, code, AI algorithms, Trust Score methodology, and branding, is owned by PayNudge and protected by intellectual property laws. You may not:

• Copy, modify, or distribute the Service or its components
• Reverse engineer or attempt to extract source code or algorithms
• Remove or alter any proprietary notices or branding
• Use our trademarks, logos, or brand assets without prior written consent
• Create derivative works or competing products based on the Service
• Scrape, data mine, or automatically extract data from the Service

12. Disclaimers

12.1 Service "As Is"

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, NON-INFRINGEMENT, AND ACCURACY OF INFORMATION.

12.2 No Guarantee of Results

We do not guarantee that:

• Payment reminders will result in payment collection
• AI extraction of invoice data will be 100% accurate
• The Service will be uninterrupted, error-free, or secure
• Trust Scores accurately predict payment behavior
• Emails will be delivered to all recipients

12.3 Not Professional Advice

PayNudge is a technology platform. We do not provide legal, tax, financial, or debt collection advice. The Service is not a substitute for professional collection services, legal counsel, or accounting advice. You should consult appropriate professionals for such matters.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• PAYNUDGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD
• WE ARE NOT LIABLE FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL
• WE ARE NOT RESPONSIBLE FOR ACTIONS, OMISSIONS, OR NON-PAYMENT BY YOUR CLIENTS OR THIRD PARTIES
• WE ARE NOT LIABLE FOR DAMAGES ARISING FROM YOUR RELIANCE ON TRUST SCORES OR AI-GENERATED CONTENT

Some jurisdictions do not allow limitation of liability for certain damages, so these limitations may not apply to you to the extent prohibited by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless PayNudge and its officers, directors, employees, contractors, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any law or third-party rights; (d) the content of your invoices or communications sent through the Service; (e) your relationship with your clients; or (f) any dispute between you and your clients regarding payment.

15. Termination

15.1 By You

You may terminate your account at any time through account settings or by contacting support@paynudge.ai. Termination does not entitle you to refunds for fees already paid. Upon termination, you will lose access to the Service and your data.

15.2 By Us

We may suspend or terminate your access immediately, with or without notice, if: (a) you violate these Terms; (b) you engage in fraudulent, abusive, or illegal activity; (c) you fail to pay subscription fees; (d) your use poses a risk to the Service or other users; or (e) we are required to do so by law.

15.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We may retain Your Content as required by law or for legitimate business purposes (see Privacy Policy). Sections that by their nature should survive termination (including disclaimers, limitation of liability, and indemnification) shall survive.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legal@paynudge.ai to attempt informal resolution for at least 30 days.

16.2 Arbitration Agreement

Any disputes not resolved informally shall be resolved through binding arbitration administered by a mutually agreed arbitration provider, except for claims that may be brought in small claims court. You agree to arbitrate disputes individually; class actions and class arbitrations are not permitted.

16.3 Exceptions

Either party may seek injunctive relief in court for: (a) intellectual property infringement; (b) unauthorized access to the Service; or (c) violations of confidentiality obligations.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. For users in the European Union, nothing in these Terms affects your rights under mandatory consumer protection laws of your country of residence.

18. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms, updating the "Last updated" date, and/or sending an email notification. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the new Terms, you must stop using the Service.

19. Cookies and Analytics

We use cookies and analytics to improve our Service. By using PayNudge, you acknowledge that:

• We display a cookie consent banner on your first visit, allowing you to accept or decline analytics cookies
• Essential cookies required for authentication and security are always active
• If you decline analytics cookies, tracking via our analytics provider (PostHog) is disabled
• Your cookie preference is stored locally and can be reset by clearing your browser data
• Email tracking pixels may be used in payment reminder emails for delivery confirmation

For full details on our cookie practices, data collection, and your rights under GDPR, CCPA, and other privacy laws, please see our Privacy Policy.

20. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and PayNudge regarding the Service.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations freely.
• Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, acts of government, internet outages, or third-party service failures.
• Notices: We may send notices to the email address associated with your account. You agree that electronic notices satisfy any legal requirement for written notice.

21. Contact Information

For questions about these Terms, please contact us: