Terms of Service

1. Introduction

Welcome to NudgePort. These Terms of Service (“Terms”) govern your use of the NudgePort platform, website, and services (collectively, the “Service”) operated by Nikali Ltd. (operating as NudgePort) (“Company”, “we”, “us”, or “our”).

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

Business Use Only. The Service is intended for business and professional use. By using the Service, you represent that you are acting on behalf of a business (agency, studio, freelancer, or other professional) and not as a consumer.

2. Service Description

NudgePort provides a link-first client approval portal that helps agencies, studios, freelancers, and creative professionals organize deliverables, share external links with clients, and collect structured feedback and approval decisions.

Depending on the plan and configuration, the Service may enable users to:

• Create projects, phases, items, and versions referencing content hosted on third-party platforms
• Share protected portal links with clients for review, feedback, and approval
• Record approval decisions, comments, change requests, and activity timestamps
• Send transactional emails (magic links, one-time verification codes, notifications)
• Export project summaries and activity history (on eligible plans)
• Apply agency branding and custom templates (on eligible plans)

Workspace and plan model. Unless explicitly stated otherwise, licensing is per workspace. Plan tiers determine active project capacity, team seats, and available features, as described on the pricing page at the time of purchase.

Service availability and changes. We work to keep the Service reliable and secure, but occasional maintenance, updates, or interruptions may occur. We may modify, improve, or discontinue features over time. Parts of the Service rely on third-party providers (e.g., hosting, database, email delivery infrastructure, and payment processors).

3. External Links and No File Storage

NudgePort does not host, render, or store original files, design files, videos, documents, invoices, or any other creative content. Users add links to content hosted on third-party tools and platforms such as Google Drive, Figma, Dropbox, Canva, YouTube, Vimeo, Stripe, PayPal, and other external services.

Users are solely responsible for ensuring that external links are accurate, accessible, and legally shareable. NudgePort does not verify the availability, correctness, or legality of content accessible through external links. NudgePort stores approval-related records only (project metadata, external URLs, version labels, comments, approval decisions, timestamps, IP addresses, user-agent strings, and activity history).

4. User Accounts

When you create an account with us, you must provide accurate, complete, and current information. You are responsible for safeguarding your account credentials and for any activities under your account.

By checking the required agreement checkbox during registration, you explicitly consent to be bound by these Terms and acknowledge the Privacy Policy, Data Processing Agreement (DPA), Billing Policy, and Refund Policy. Your consent is recorded in our systems with a timestamp and the applicable policy version(s) for audit and account administration purposes.

You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

5. Client Portal Links

NudgePort generates shareable portal links that may allow clients or other invited parties to access project content and submit feedback or approvals without a separate client account. Access is additionally protected by one-time email verification codes.

Users are responsible for sharing portal links only with intended recipients and for managing access appropriately. If a portal link is shared publicly or with unintended parties, the user bears responsibility for any resulting access. Users should revoke or regenerate links when access is no longer required.

6. Subscription and Payment

NudgePort offers various subscription plans and add-ons. By subscribing to a paid plan, you agree to pay the applicable fees as described at the time of purchase and in our Billing Policy.

Except as expressly stated in these Terms or in our Refund & Cancellation Policy, fees are non-refundable. We reserve the right to modify pricing with at least 30 days’ notice. Continued use of the Service after a price change becomes effective constitutes acceptance of the updated pricing.

7. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Attempt to interfere with or disrupt the Service
• Reverse engineer or attempt to extract the source code of the Service (except to the extent permitted by applicable law)
• Use the Service to transmit malware or harmful code
• Send unsolicited messages or spam via NudgePort’s notification systems
• Resell or redistribute the Service without authorization

8. Intellectual Property

The Service and its original content, features, and functionality are owned by Nikali Ltd. and are protected by international copyright, trademark, and other intellectual property laws. You retain ownership of any content you submit to NudgePort (project names, descriptions, external links, comments, client contact information, and other materials).

9. No Legal Advice; No Compliance Guarantee

No Legal Advice. NudgePort provides software and documentation intended to support creative approval workflows and related record-keeping. NudgePort does not provide legal advice, and nothing in the Service, documentation, website materials, or communications constitutes legal advice. You are solely responsible for obtaining independent legal advice regarding your obligations under applicable contract, e-commerce, consumer, and data protection laws.

No Guarantee of Legally Binding Approvals. NudgePort records approvals, comments, and related metadata as part of its workflow features. NudgePort does not warrant or guarantee that any approval record satisfies any particular legal, regulatory, contractual, or evidentiary requirement (including electronic signature laws). Users who require legally binding signatures or formal contract execution should use appropriate dedicated tools.

10. Customer Responsibilities

Your Responsibilities. You are responsible for your use of the Service and for configuring your workspace, projects, items, and portal links. Without limiting the foregoing, you are responsible for:

• Link Accuracy. Ensuring external URLs added to items point to the correct, accessible, and legally shareable content, and that share permissions on third-party platforms are configured appropriately.
• Recipient Management. Sharing portal links only with intended clients and contacts, and revoking or regenerating links when access is no longer required.
• Client Communications. Handling contractual matters, invoicing, deliverables, and any operational steps that follow a client’s approval or change request. NudgePort does not process payments to you, deliver files to clients, or manage returns.
• Data Accuracy. Ensuring that client contact details, project descriptions, and any information entered into the Service are accurate and lawful to process.
• Your Policies. Maintaining and updating your own customer-facing policies, notices, terms of engagement, and privacy notices as applicable.

Any guidance or suggested wording provided by NudgePort is for informational purposes only and does not replace your obligation to ensure your business practices comply with applicable law.

11. Disclaimer of Warranties and Limitation of Liability

Disclaimer of Warranties. Except as expressly stated in these Terms, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, NudgePort disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Limitation of Liability. To the maximum extent permitted by law:

• No Indirect Damages. In no event will NudgePort be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business interruption, or procurement of substitute services, arising out of or relating to the Service or these Terms, even if NudgePort has been advised of the possibility of such damages.
• No Regulatory Penalties. NudgePort will not be liable for any regulatory fines, penalties, sanctions, fees, assessments, or similar governmental charges, or for costs of responding to investigations or enforcement actions, arising out of or relating to your business, your content, your configuration of the Service, or your compliance obligations.
• Liability Cap. NudgePort’s total aggregate liability arising out of or relating to the Service or these Terms will not exceed the fees paid or payable by you to NudgePort for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or one hundred euros (EUR 100), whichever is greater.

Exceptions. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence.

12. Indemnification

Indemnification by You. You will defend, indemnify, and hold harmless NudgePort and its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, suits, proceedings, liabilities, damages, losses, and reasonable costs and expenses (including attorneys’ fees) arising out of or relating to:

• your projects, external links, content, marketing, or client communications;
• your configuration or use of the Service, including any failure to obtain necessary consents from client contacts before inviting them to a portal;
• allegations that your business practices, content, or processes violate applicable laws or regulations (including intellectual property, consumer protection, and data protection laws); or
• any dispute with your clients relating to approvals, deliverables, refunds, or fulfillment,

except to the extent such claim is caused solely by NudgePort’s gross negligence or willful misconduct.

Indemnification Procedure. NudgePort will (i) promptly notify you of the claim (to the extent legally permitted), (ii) allow you to control the defense and settlement of the claim, and (iii) provide reasonable cooperation at your expense. You may not settle any claim in a manner that imposes liability or obligations on NudgePort without NudgePort’s prior written consent (not to be unreasonably withheld).

13. Termination

We may terminate or suspend your account immediately, without prior notice, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties, including unpaid fees, chargebacks, abusive behavior, security risks, or fraudulent activity.

You may cancel your subscription at any time from the billing area of your dashboard. Upon termination, your workspace may enter a read-only state and portal links may be revoked. Certain provisions of these Terms which by their nature should survive termination shall survive, including intellectual property, limitation of liability, indemnification, and governing law.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Bulgaria, without regard to conflict of law principles. Mandatory provisions of applicable EU law and consumer-protection rules may apply where relevant.

The courts of Sofia, Bulgaria shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms, except where mandatory law provides otherwise.

15. Changes to Terms

We reserve the right to modify these Terms at any time. We will post the updated Terms on our website and may notify users of material changes via email or through the Service. Continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

16. Service Provider

NudgePort is owned and operated by:

17. Controlling Language

These Terms and all related policies are provided in English. The English version is the controlling version. Any translations are for convenience only and have no legal effect.

18. Third-Party Services

The Service relies on third-party providers, including database and hosting infrastructure, email delivery services, payment processors, and analytics tools. NudgePort is not responsible for outages, delays, or failures caused by third-party services outside NudgePort’s reasonable control. A current list of sub-processors is maintained in our DPA, Annex 1.

19. Entire Agreement

These Terms and the related documents referenced herein constitute the entire agreement between the parties regarding the Service and supersede all prior agreements or understandings.

20. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

21. Related Documents

Please also review our other legal documents:

• Privacy Policy
• Data Processing Agreement (DPA)
• Billing Policy
• Refund & Cancellation Policy
• Cookie Policy

22. Contact

For questions about these Terms, please contact us at support@nudgeport.com.