Terms of service

Nudge Nutrition, LLC Terms of Use

Last Updated ***10/14/25***

hello@nudgelife.com

PO Box #631 8502 E. Chapman Ave., Orange, CA 92869

These terms of use and our Privacy Policy, which is incorporated herein by reference (collectively, “Terms of Use”), govern the relationship between you and Nudge Nutrition, LLC, a California limited liability company, and its parents, subsidiaries, and affiliates (collectively, “Nudge Nutrition, LLC” or “we” or “us”) relating in any way to your use of any online, mobile, or downloadable product or service to which you have access, any product or service that requires an internet connection or Nudge Nutrition, LLC account to access, install, or use, any Nudge Nutrition, LLC account you use to access online or mobile products or services, any Nudge Nutrition, LLC website, including but not limited to https://nudgelife.com/, and any product or service accessible or purchasable from a Nudge Nutrition, LLC webpage (collectively, the “Nudge Nutrition, LLC Services” and individually a “Nudge Nutrition, LLC Service”) offered by Nudge Nutrition, LLC. Each Nudge Nutrition, LLC Service may have its own specific Terms of Use and Privacy Policy, and if you download, access, or use a Nudge Nutrition, LLC Service, you agree to also be bound by its specific Terms of Use and Privacy Policy.

SECTION 11 OF THESE TERMS OF USE CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

1. YOUR ACCEPTANCE OF THESE TERMS OF USE

These Terms of Use form a legal agreement between you and Nudge Nutrition, LLC. When you use a Nudge Nutrition, LLC Service, you agree to be bound by all of the terms, conditions, and restrictions in these Terms of Use. Please read them carefully.

2. LIMITED LICENSE.

Limited License Grant

Subject to your agreement and continuing compliance with these Terms of Use and Nudge Nutrition, LLC’ policies, Nudge Nutrition, LLC grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to access and use Nudge Nutrition, LLC Services. Unless otherwise specified, Nudge Nutrition, LLC Services are for your personal and non-commercial use. Unless otherwise specified, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from Nudge Nutrition, LLC.

As provided in Sections 4 and 15, trademarks, service marks, logos, and copyrighted works (including the collection and arrangement of content) appearing in or on any Nudge Nutrition, LLC Service is the property of Nudge Nutrition, LLC or the party that provided the trademarks, services marks, logos, and copyrighted works to Nudge Nutrition, LLC for permitted display and use in or on the Nudge Nutrition, LLC Service. Nudge Nutrition, LLC does not grant you any express or implied right to any patents, trademarks, copyrights, or trade secret information.

Eligibility

There are limitations on who may download and access Nudge Nutrition, LLC Services. You may not download or access Nudge Nutrition, LLC Services if you are under 13 years of age.

You also may not use Nudge Nutrition, LLC Services if: (i) you cannot enter into a binding contract with us and your legal guardian has not agreed to these Terms of Use on your behalf; (ii) you are a convicted sex offender; or (iii) we have previously banned you from using a Nudge Nutrition, LLC Service.

If you are between the ages of 13 and 17, or under the age of majority where you live, you may not use Nudge Nutrition, LLC Services unless your parent or legal guardian has reviewed and agreed to these Terms of Use and the specific Terms of Use for that Nudge Nutrition, LLC Service.

3. MODIFICATION OF TERMS OF USE

We reserve the right to modify these Terms of Use from time to time by posting updated versions or otherwise notifying you of changes. Unless we state otherwise, changes are effective when we post or notify you of them. By continuing to use a Nudge Nutrition, LLC Service after the posting of changes to these Terms of Use, you agree to the changes and the updated Terms of Use.

4. INTELLECTUAL PROPERTY RIGHTS IN THE SERVICES

Except for the limited license granted herein, we and our licensors retain all right, title, and interest in and to Nudge Nutrition, LLC Services, including all content made available through Nudge Nutrition, LLC Services and the technology and software used to provide Nudge Nutrition, LLC Services. Nudge Nutrition, LLC Services, including, but not limited to, the brand name Nudge Nutrition, LLC and any variations thereof, and any and all related logos, taglines, trademarks, and service marks, including, but not limited to, the brand name and trademark NUDGE, are protected by copyright, trademark and other laws. If you violate these Terms of Use, you may be breaking the law, including by violating our intellectual property rights. We and our licensors may actively protect our intellectual property rights in the event you violate these Terms of Use. In addition, you agree not to modify, create derivative works of, decompile, or otherwise attempt to extract source code from us.

If you provide us with any suggestions for enhancement or feedback regarding Nudge Nutrition, LLC Services or any of our other products or services, you agree that we will have a perpetual, transferable, sub-licensable, royalty-free, irrevocable, worldwide license to use such suggestions and feedback, including by incorporating your suggestions or feedback in Nudge Nutrition, LLC Services, without any obligation to compensate you.

5. CODE OF CONDUCT

You agree to comply with the following requirements (our “Code of Conduct”) when you access Nudge Nutrition, LLC Services:

You will comply with your obligations to third party mobile platform providers, such as Apple and Google, from whom you download a Nudge Nutrition, LLC Service, including any terms regarding payment for Nudge Nutrition, LLC purchases and service charges made through such platforms.
You will not attempt to obtain login information or access another user’s account or collect or harvest personal information from other users.
You will not exploit, distribute or publicly inform other users of any Nudge Nutrition, LLC Service error, miscue, or bug which provides for an unintended advantage or allows impersonation of another person, including by use of automated collection mechanisms such as clear graphics interchange formats (“gifs”), cookies, or similar technology.
You will not exploit differences in pricing for Nudge Nutrition, LLC purchases (e.g., through arbitrage) by sending altered, deceptive, or false source-identifying information, including but not limited to, by use of a proxy or spoofed IP addresses or VPNs, or by requesting that someone else make Nudge Nutrition, LLC purchases on your behalf in order to take advantage of a difference in pricing.
You will not harass, threaten or bully any other users, nor post or submit any abusive, threatening, bullying, harassing, obscene, defamatory, offensive, pornographic or illegal content, or content that infringes or violates the rights of someone else, or impersonate any other person.
You will not use Nudge Nutrition, LLC Services for any unauthorized commercial purpose, including but not limited to commercial advertisement or solicitation (such as chain letters, junk e-mail, “spam,” or other repetitive messages).
You will not use Nudge Nutrition, LLC Services for performing services for payment, such as leveling up or item collection services.
You will not use or design cheats, exploits, automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with a Nudge Nutrition, LLC Service experience.
You will not remove or obscure any proprietary notices within Nudge Nutrition, LLC Services.
You will not disrupt or attempt to disrupt Nudge Nutrition, LLC Services or any other person’s use or enjoyment of Nudge Nutrition, LLC Services.
You will not attempt to gain unauthorized access to Nudge Nutrition, LLC Services, to accounts registered to others, or to networks from which portions of Nudge Nutrition, LLC Services are provided, including by circumventing or bypassing robot exclusion headers or security mechanisms for Nudge Nutrition, LLC Services.
You will not use any service or software that accesses, intercepts, “mines”, or otherwise collects information from Nudge Nutrition, LLC Services or that is in transit from or to Nudge Nutrition, LLC Services.
You will not make any automated use of Nudge Nutrition, LLC Services, or take any action that imposes an unreasonable burden on our infrastructure.
You will not use any software, technology, or device to send content or messages, scrape, spider, or crawl Nudge Nutrition, LLC Services, or harvest or manipulate data from Nudge Nutrition, LLC Services.
You will not improperly use our support services, including by submitting false reports.
Except where permitted by law or relevant open source licenses, you will not modify, reverse engineer, decompile, disassemble, decipher or otherwise try to derive the source code for Nudge Nutrition, LLC Services.
You will not copy, modify or distribute content from Nudge Nutrition, LLC Services except as specifically authorized by us.
You will not advocate, promote, encourage, or otherwise facilitate any illegal behavior, including but not limited to the use of illegal drugs, unlawful gambling or theft.

Failure to comply with this Code of Conduct may result in the suspension of your access to Nudge Nutrition, LLC, and/or subject you to any of the penalties identified in Section 12 herein.

6. INFORMATION COLLECTION AND USE; PRIVACY POLICY

Nudge Nutrition, LLC collects (i) information, content or other material that you provide to us or is otherwise transmitted in or through Nudge Nutrition, LLC Services you access or which is generated, acquired or developed when you download, install, and/or use Nudge Nutrition, LLC Services or anytime you are in contact with us and (ii) information you receive or which is transmitted to or otherwise made available to you from other users of Nudge Nutrition, LLC Services or third parties in Nudge Nutrition, LLC Services (collectively, “Service Information”). We use the Service Information in many ways, including but not limited to, to help us provide and support Nudge Nutrition, LLC Services and our services. For example, we may use the Service Information to deliver and target advertising and generate information about the reach and effectiveness of advertising through various measurements and analytics (without providing personally identifiable information about you).

Our Privacy Policy sets out detailed information regarding our collection, use and sharing of information from and about you. When you download or access a Nudge Nutrition, LLC Service, you acknowledge and accept that our general and that Nudge Nutrition, LLC Service’s specific Privacy Policy applies to you. You should carefully review such Privacy Policies and, if you do not agree with them, you should not use Nudge Nutrition, LLC Services.

7. PRICING, PRODUCTS, AND SERVICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Nudge Nutrition, LLC Services (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Nudge Nutrition, LLC Services.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Nudge Nutrition, LLC Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Nudge Nutrition, LLC Services will be corrected.

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

Nudge Nutrition, LLC will ship all products purchased through the Nudge Nutrition, LLC Services to the address specified in the shipping address section of the order form. Shipments will be made via standard ground service unless otherwise specified at the time of purchase. The time period from order to delivery will vary depending on location. You may have products shipped only to addresses located within the United States.

8. RETURNS, REFUNDS & REPLACEMENTS

All Nudge Nutrition, LLC purchases (shots, gummies, merchandise, etc) made directly on our Services are final sale and we are unable to accept returns on our products.

Don’t love Nudge? Nudge Nutrition, LLC stands behind its products and will do its best to make it right. If you are dissatisfied with one of our products for any reason, Nudge Nutrition, LLC will refund the amount paid for your most recent order, limited to one item of your choosing. To request a refund or replacement send an email to [INSERT EMAIL] with your name, order number, and reason for the request, within 30 days of when you receive your order. We may require proof of purchase if we can’t verify your order. If needed, we will adjust this policy as required by the laws of the state in which you live. Because of food safety laws we unfortunately can’t accept the return of food products.

If the product you received expires within 3 months, was damaged in transit, or is otherwise defective, we will replace it with a similar version of the product at no cost to you. If the product doesn’t agree with you, we will (at our discretion) refund your order.

If your product was delivered and the delivery is verified by the carrier, including but not limited to UPS, Fedex, USPS, or DHL, Nudge Nutrition, LLC is not responsible for replacing lost or stolen packages.

Refund policy subject to change without notice.

9. TERMINATION AND SUSPENSION

We reserve the right to suspend or discontinue Nudge Nutrition, LLC Services or any part of them at any time, including any features and elements and revoke any and all licenses provided to you under these Terms of Use. If that happens, we are not required to provide refunds, benefits or other compensation to you for discontinued elements of Nudge Nutrition, LLC Services, and you will have no further right to access Nudge Nutrition, LLC Services. WE MAY, IN OUR SOLE DISCRETION, LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCESS TO Nudge Nutrition, LLC SERVICES OR ANY PORTION OF THEM, AND PROHIBIT ACCESS TO Nudge Nutrition, LLC SERVICES AND THE CONTENT, GOODS, SERVICES, AND TOOLS AVAILABLE THROUGH Nudge Nutrition, LLC SERVICES, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS.

10. DISCLAIMER; LIMITATION OF LIABILITY

Nudge Nutrition, LLC SERVICES ARE PROVIDED “AS IS,” AND USE OF Nudge Nutrition, LLC SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT Nudge Nutrition, LLC SERVICES OR ANY CONTENT, GOODS, OR SERVICES MADE AVAILABLE THROUGH Nudge Nutrition, LLC SERVICES, AND WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY. Nudge Nutrition, LLC DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE Nudge Nutrition, LLC GOODS OR SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT Nudge Nutrition, LLC GOODS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT Nudge Nutrition, LLC SERVICES OR OUR SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ALL CONTENT FOUND IN THE Nudge Nutrition, LLC SERVICES IS FOR EDUCATIONAL PURPOSES ONLY. Nudge Nutrition, LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE ACCURACY OF ANY CONTENT FOUND IN THE Nudge Nutrition, LLC SERVICES, OR ABOUT THE OUTCOME OF YOUR USE OF THE INFORMATION FOUND THEREIN. Nudge Nutrition, LLC IS NOT A LICENSED HEALTHCARE PROVIDER. NEITHER Nudge Nutrition, LLC NOR ITS OWNERS, AGENTS, EMPLOYEES, OR CONTRACTORS PROVIDE ANY HEALTHCARE SERVICES OR ADVICE THROUGH THE Nudge Nutrition, LLC SERVICES. USE OF ANY INFORMATION OR CONTENT FOUND IN THE Nudge Nutrition, LLC SERVICES IS AT THE USER’S OWN RISK. USERS ARE STRONGLY ADVISED TO CONSULT A LICENSED HEALTHCARE PROFESSIONAL REGARDING ANY QUESTIONS THEY MAY HAVE.

YOU ACKNOWLEDGE THAT, EXCEPT IN THE CASE OF WILLFUL ACTS OR GROSS NEGLIGENCE, WE WILL NOT BE LIABLE TO YOU FOR: (1) ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (2) AN AMOUNT IN EXCESS OF $100 OR THE AMOUNTS YOU HAVE PAID US FOR Nudge Nutrition, LLC GOODS OR SERVICES DURING THE 6 MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, WHICHEVER IS GREATER; OR (3) THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY SITES OR PLATFORM PROVIDERS OR OTHER USERS OF Nudge Nutrition, LLC SERVICES.

YOU UNDERSTAND THAT Nudge Nutrition, LLC PRODUCTS MAY CONTAIN MATERIALS THAT COULD BE DANGEROUS IF HANDLED IMPROPERLY, AND YOU ACKNOWLEDGE THAT Nudge Nutrition, LLC IS NOT LIABLE FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM ANY MISUSE OF ANY PRODUCTS OFFERED THROUGH THE Nudge Nutrition, LLC SERVICES. YOU FURTHER ACKNOWLEDGE THAT Nudge Nutrition, LLC PRODUCTS MAY NOT BE SUITABLE FOR USE BY CHILDREN, AND YOU EXPRESSLY ASSUME SOLE LIABILITY FOR PROVIDING ANY INDIVIDUAL UNDER THE AGE OF 18 WITH ACCESS TO ANY PRODUCTS. YOU HEREBY AGREE NOT TO USE PRODUCTS FOR ANY ILLEGAL PURPOSE AND YOU ASSUME ALL LIABILITY FOR ANY ACTION YOU TAKE THAT IS CONTRARY TO ANY LAW, RULE, OR REGULATION OF ANY TERRITORY.

Certain state and national laws do not allow some of the exclusion of liability or the warranty disclaimers set forth above. Therefore, the above limitations and disclaimers may not apply to you, and you may have additional rights.

11. INDEMNITY

If you misuse Nudge Nutrition, LLC Services, violate the law, or violate these Terms of Use, and your violation results in loss or damage or a claim or liability against us, you agree to indemnify, defend and hold us harmless from (which means you agree to compensate us for) that loss, damage, claim or liability, including our legal fees and expenses. We may take exclusive charge of the defense of any legal action for which you are required to indemnify us under this Section, at your expense. You agree to cooperate in our defense of these actions. We will use reasonable efforts to notify you of any claim for which you are obligated to indemnify us. This Section will apply even if you stop using Nudge Nutrition, LLC Services.

12. AGREEMENT TO ARBITRATE; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND INCLUDES WAIVER OF A TRIAL BY JURY IN A COURT AND OF THE ABILITY TO BRING ANY CLAIM ON BEHALF OF OTHERS.

Overview

This Section 12 (i.e., the “Agreement to Arbitrate”) applies to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of provisions of this Section 12 notwithstanding Section 12 below, those prohibited provisions will not apply to you. IF YOU LIVE IN THE EUROPEAN UNION, NONE OF THIS SECTION 12 APPLIES TO YOU.

In the event of any controversy or claim arising out of or relating to these Terms, including any question regarding its existence, validity, termination or breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. Most user concerns can be resolved by contacting our customer support team at ***insert email address***. In the unlikely event that we are unable to resolve your concerns and a dispute remains, this Section explains how you and we agree to resolve it. As explained in more detail below, we each agree to resolve any dispute between us through binding arbitration or small claims court instead of in courts of general jurisdiction.

Agreement to Arbitrate; Exceptions

If we cannot resolve our dispute through customer support, YOU AND WE AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN INDIVIDUAL BINDING ARBITRATION, INCLUDING CLAIMS CONCERNING ANY ASPECT OF THE RELATIONSHIP BETWEEN US, YOUR DECISION TO DOWNLOAD OR ACCESS A Nudge Nutrition, LLC SERVICE, YOUR USE OF A Nudge Nutrition, LLC SERVICE. This Agreement to Arbitrate is intended to be interpreted broadly, and applies to all legal claims under any legal theory (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory), and applies to any disputes or claims that you assert or that arise even after you stop using a Nudge Nutrition, LLC Service, or delete a Nudge Nutrition, LLC Service application from your mobile or other device. This Agreement to Arbitrate also applies to any claims that are currently the subject of a purported class action litigation in which you are not a member of a certified class. You and we agree that the arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the terms or formation of this contract, including whether any dispute between us is subject to this Agreement to Arbitrate (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these terms are void or voidable.

An arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND WE ARE GIVING UP THE RIGHT TO SUE IN COURT AND THE RIGHT TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

This Section 12, however, does not apply to the following types of claims or disputes, which you or we may bring in court in accordance with Section 12 below:

(1) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief; and

(2) claims for preliminary injunctive relief for violations of sections 4 and 6 herein.

This Section does not prevent you from bringing your dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from us for you. Also, any of us can bring a claim in small claims court either in San Diego County, California or the county where you live, or some other place we both agree on, if such claims meets all the requirements to be brought in that court.

The Federal Arbitration Act applies to this Section 12. The arbitration will be governed by the Consumer Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) (including Rule 1(g) of those Rules that provides for arbitration through the submission of documents only/desk arbitration where no disclosed claims or counterclaims exceed $25,000), as modified by these Terms of Use, The Rules are available at www.adr.org. The arbitrator will be bound by these Terms of Use.

To start an arbitration proceeding, use the form on AAA’s website (www.adr.org) or call the AAA at 1-800-778-7879.

Any arbitration under this section that is required to take place in person will take place pursuant to the Rules, which provide that face-to-face proceedings be conducted in Orange County, California.

If your claim is for US$10,000 or less, we agree to reimburse your filing fee promptly upon being notified of the filing, or pay it for you if you are unable to pay it and we receive a written request from you. Also, if your claim is for US$10,000 or less, we agree to reimburse your share of the arbitration costs, including your share of arbitrator compensation, at the conclusion of the proceeding, unless the arbitrator determines your claims are frivolous or your costs are unreasonable as determined by the arbitrator. If you seek more than US$10,000, the arbitration costs, including arbitrator compensation, will be split between you and us according to the Rules. Irrespective of the amount you seek, neither party shall be entitled to have their attorneys’ fees or costs paid by the other party, provided, however, that either party may seek to recover their attorneys’ fees and costs in arbitration if the arbitrator determines that the other party's claims (or counterclaims) are frivolous or the other party's costs are unreasonable.

For EU Users

In the event of any controversy or claim arising out of or relating to these Terms, including any question regarding its existence, validity, termination or breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement within a period of 60 days, then, upon notice by any party to the other(s), any unresolved controversy or claim shall be settled by arbitration administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with the provisions of its International Arbitration Rules. The place of arbitration shall be in London, England. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of Nudge Nutrition, LLC.

Class Action Waiver

For disputes arising between Nudge Nutrition, LLC and you, or any other user, that are subject to this Agreement to Arbitrate, you and we agree that we can only bring a claim against each other on an individual basis. NEITHER YOU NOR WE CAN BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR CANNOT COMBINE MORE THAN ONE PERSON’S CLAIM INTO A SINGLE CASE, AND CANNOT PRESIDE OVER ANY CONSOLIDATED, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING, UNLESS WE BOTH AGREE OTHERWISE IN WRITING. THE ARBITRATOR’S DECISION OR AWARD IN ONE PERSON’S CASE CAN ONLY AFFECT THE PERSON WHO BROUGHT THE CLAIM, NOT OTHER USERS OF Nudge Nutrition, LLC SERVICES, AND CANNOT BE USED TO DECIDE DISPUTES WITH OTHERS.

If a court decides that this “Class Action Waiver” subsection is not enforceable or is invalid, then Section 12 shall cease to have effect, however, the remaining portions of the Terms will remain in full force and effect.

Service of Process

To initiate arbitration or any legal proceeding against Nudge Nutrition, LLC, you must serve initiating documents on Nudge Nutrition, LLC’s registered agent for service of process at: David Lizerbram, 3180 University Avenue, Suite 260, San Diego, California 92104.

Changes to this Section 12

Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Section 12, you may reject any such change by sending us written notice within 30 days of the change to: ***insert email address***.

13. APPLICABLE LAW.

For Users other than EU Users

You agree that these Terms of Use shall be deemed to have been made and executed in the State of California, U.S.A. and that any dispute arising under the Terms of Use, as well as any other dispute or claim that may arise between you and us, shall be governed by and resolved in accordance with the laws of the State of California, without regard to conflict of law provisions or principals.

For claims not required to be arbitrated under Section 12, or in the event the arbitration provision in Section 12 is deemed unenforceable or voided, you agree that any claim asserted in any legal proceeding by you against us shall be commenced and maintained exclusively in any state or federal court located in Orange County, California having subject matter jurisdiction with respect to the dispute between the parties and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising between us, the prevailing party will be entitled to attorneys’ fees and expenses.

For UK Users

You agree that these Terms of Use shall be governed by the laws of England, excluding the law of conflicts and the Convention on Contracts for the International Sale of Goods (CISG). However, where the laws of England provide a lower degree of consumer protection than the laws of your country of residence, the consumer protection laws of your country shall prevail. In any dispute arising between us, the prevailing party will be entitled to attorneys’ fees and expenses.

14. THIRD PARTY PROMOTIONS AND LINKS

Nudge Nutrition, LLC Services may contain advertisements and other promotional content from third parties, including links to third party websites or vendors (collectively “Third Party Promotions “), some of which may invite you to participate in promotional offers in return for receiving optional services. Some of these Third Party Promotions may charge separate fees, which are not included in any fees that you may pay to us. Nudge Nutrition, LLC may receive revenue or other compensation should you purchase goods or services from a third party from a link in the Nudge Nutrition, LLC Services. Any separate charges or obligations you incur in your dealings with such third parties are your responsibility. We make no representation or warranty regarding any content, goods and/or services contained in such Third Party Promotions and will not be liable for any claim relating thereto. We exercise no control over Third Party Promotions, and Nudge Nutrition, LLC has no responsibility for their content, goods, services, performance, operation, availability, business practices or policies. We are providing these Third Party Promotions to you only as a convenience, and we do not imply any endorsement or recommendation of their content, goods, or services. If you decide to access any of these Third Party Promotions, you do so entirely at your own risk. Third Party Promotions including third party websites are subject to their own terms and policies, including privacy and data gathering practices.

15. OWNERSHIP; TRADEMARKS AND COPYRIGHTS

All rights, title, and interest in and to Nudge Nutrition, LLC Services (including without limitation any titles, content, computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operations, moral rights, documentation, chat transcripts, and recordings) are owned by Nudge Nutrition, LLC. Nudge Nutrition, LLC reserves all rights, including without limitation all intellectual property rights or other proprietary rights in connection with Nudge Nutrition, LLC Services.

The trademark “Nudge Nutrition, LLC” and “NUDGE” and any logos associated with such, are trademarks of Nudge Nutrition, LLC and its subsidiaries and affiliates, and all trademarks, logos and service marks (collectively, “Marks”) displayed on or in Nudge Nutrition, LLC Services are either our property or the property of third parties. Similarly, all artwork and other protectable expression in Nudge Nutrition, LLC Services are either our property or the property of third parties and protected by copyright law. Marks, artwork, images, music, and any other protectable expression may not be copied, imitated or used without written permission from the owner.

16. USER CONTENT AND MATERIAL

We do not claim ownership of user-generated content and material. Any and all photographs, articles, images, graphics, videos, sounds, music, audio recordings, text, files, profiles, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you (i) submit or post on the Nudge Nutrition, LLC Services, on any of our blogs, social media accounts or through tools or applications we provide for posting or sharing such content with us; or (ii) have posted or uploaded to your social media accounts, including but not limited to Instagram, Twitter, Facebook, TikTok, Snapchat, YouTube, Reddit, Tumblr and Pinterest, which are tagged with #nudge, or any other Nudge-promoted hashtag or similar social media tag (collectively "User Content") shall be deemed non-confidential and non-proprietary. By submitting or posting any User Content, you grant to Nudge Nutrition, LLC and its affiliates a perpetual, irrevocable, royalty-free, worldwide, sub-licensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, reproduce, sell, display, transmit, publish, broadcast, host, archive, store, cache, use or otherwise exploit all or any portion of the User Content, as well as your name, persona and likeness included in any User Content and your social media account handle, username, real name, profile picture and/or any other information associated with the User Content, in any commercial or noncommercial manner whatsoever, in whole or in part, in any and all distribution channels, forms, media or technology, whether now known or hereafter developed, including but not limited to in stores, printed marketing materials, emails, web pages, social media accounts and for any other marketing, advertising, public relations, sales or promotional purposes with or without attribution and without further notice to you.

Neither you, nor any other person or entity, will have the right to (i) receive any royalty or consideration of any kind for the use of the User Content pursuant to these Terms or (ii) inspect or approve the editorial copy or other material that may be used in connection with the User Content. We will be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products that incorporate or otherwise rely upon such information. We shall have no obligation to monitor User Content, use or display User Content, compensate you for submitting User Content or respond to any User Content. We retain the right, in our sole discretion and without prior notice, to remove, revise or refuse to post any User Content for any reason or no reason. Subject to the licenses granted in these Terms, you retain ownership of any copyright and other rights you may have in the User Content. By submitting or posting User Content on the Site, on your social media accounts or through any tools or applications we provide for posting or sharing your User Content with us, you represent and warrant that (i) you own or control any and all rights in and to the User Content, and the right to grant all of the rights and licenses in these Terms, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you have obtained permission from any individuals that appear in the User Content to use, and grant others the right to use, their name, image, voice and/or likeness without the need for payment to you or any other person or entity; (iii) you are 18 years of age or older; and (iv) the User Content does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing or hateful content, (d) contain any addresses, email addresses, phone numbers or any contact information or (e) contain computer viruses, worms or other harmful files. Upon request by us, you will furnish us any documentation, substantiation or releases necessary to verify your compliance with these terms. You are solely responsible for the User Content and you hereby agree to indemnify and hold us and our affiliates, and our and our affiliates’ respective officers, directors, members, managers, employees, agents, assigns and licensees harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party. We do not guarantee the truthfulness, accuracy or reliability of any User Content or endorse any opinions expressed by you or anyone else. By submitting or posting the User Content you fully and unconditionally release and forever discharge us and our affiliates, as well as our and our affiliates’ respective members, managers, officers, directors, employees, licensees, and agents from any and all claims, demands and damages (actual or consequential, direct or indirect), whether now known or unknown, of every kind and nature relating to, arising out of or in any way connected with: (i) disputes between you and one or more users or any other person or entity, or (ii) the use by us or you of the User Content, including, without limitation, any and all claims that use of the User Content pursuant to these Terms violates any of your intellectual property rights, copyrights, rights of publicity or privacy, "moral rights," or rights of attribution and integrity. You acknowledge and agree that we have no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by you or any third party of any User Content. We act as a passive conduit for User Content and have no obligation to screen or monitor User Content. If we become aware of any User Content that allegedly may not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to take action in accordance with these Terms. We have no liability or responsibility to Users for performance or nonperformance of such activities.

WE HAVE THE ABSOLUTE RIGHT TO REMOVE AND/OR DELETE WITHOUT NOTICE ANY USER CONTENT WITHIN OUR CONTROL THAT WE DEEM OBJECTIONABLE. YOU CONSENT TO SUCH REMOVAL AND/OR DELETION AND WAIVE ANY CLAIM AGAINST US FOR SUCH REMOVAL AND/OR DELETION. WE ARE NOT RESPONSIBLE OR LIABLE FOR FAILURE TO STORE POSTED CONTENT OR OTHER MATERIALS YOU TRANSMIT THROUGH THE SITE OR ANY OTHER SITES OR PLATFORMS. YOU SHOULD TAKE MEASURES TO PRESERVE COPIES OF ANY DATA, MATERIAL, CONTENT OR INFORMATION YOU POST ON THE SITE OR ANY OTHER SITES OR PLATFORMS.

By submitting any User Content, you represent and warrant that:

· You are the sole author and owner of the intellectual property rights, name image and likeness rights, and other rights therein and thereto;

· content that you share is accurate;

· you are at least 18 years old and reside in the United States; and

· use of the User Content you supply does not violate this Agreement, or any other applicable contract, and will not cause damages or injury to any person or entity.

You further agree and warrant that you shall not submit any User Content:

· That is known by you to be false, inaccurate or misleading;

· That infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

· That violates any law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination, false advertising or FTC endorsement and testimonial guidelines);

· That is, or may reasonably be considered to be, defamatory, libelous, obscene, sexually explicit or suggestive, hateful, discriminatory, biased, or offensive based on race, ethnicity, national origin, religion, disability, age, sex, or sexual orientation, or unlawfully threatening or harassing to any individual, partnership or corporation;

· That is political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages;

· without clearly and conspicuously disclosing your relationship with Nudge Nutrition, LLC and all compensation or benefit you receive from Nudge Nutrition, LLC, if any; and

· That contains any computer viruses, worms or other potentially damaging computer programs or files.

17. MISCELLANEOUS

Consent to Electronic Communication

You consent to receive electronic communications from Nudge Nutrition, LLC and agree that Nudge Nutrition, LLC may communicate with you by chat, email, or by posting a notice on the Nudge Nutrition, LLC Services. You agree that Nudge Nutrition, LLC may treat specific actions by you (such as checking boxes to receive email updates, sending an email directly or through the Nudge Nutrition, LLC Services, providing an email address in a chat conversation, or leaving a telephone message with an email address for customer service, etc.) as a request that Nudge Nutrition, LLC communicate personal or financial information with you by unencrypted email. You understand, acknowledge, and agree that unencrypted email sent over the Internet is not secure and may be read by others, and you agree that when you request that we send you email you are authorizing Nudge Nutrition, LLC to transmit and disclose your information (including your personal or information) in an unencrypted manner. You further acknowledge that emails sent with this information are not stored in a secure manner. Your options, including your right to opt-out of receiving certain kinds of emails from Nudge Nutrition, LLC, are further described in our Privacy Policy.

Reviews

At various times, we may provide reviews of products, services, or other resources. This may include reviews of books, services, and/or software applications. Any such reviews will represent the good-faith opinions of the author of such review. The products and services reviewed may be provided to Nudge Nutrition, LLC for free or at a reduced price as an incentive to provide a review.

Regardless of any such discounts, we will provide honest reviews of these products and/or services. You recognize that you should conduct your own due diligence and should not rely solely upon any reviews provided on this website.

We will disclose the existence of any discounts or incentives received in exchange for providing a review of a product. If you would like more information about any such discounts and incentives, send an email to ***insert email address*** that includes the title of the reviewed product as the subject line. We will respond via email and disclose any incentives or discounts we received in association with any such review.

Affiliate Links

From time to time, Nudge Nutrition, LLC participates in affiliate marketing and may allow affiliate links to be included on some of our pages. This means that we may earn a commission if/when you click on or make purchases via affiliate links.

As a policy, Nudge Nutrition, LLC will only affiliate with products, services, coaches, consultants, and other experts that we believe will provide value to our customers and followers.

Nudge Nutrition, LLC will inform you when one of the links constitutes an affiliate link.

You recognize that it remains your personal responsibility to investigate whether any affiliate offers are right for your business and will benefit you. You will not rely on any recommendation, reference, or information provided by Nudge Nutrition, LLC but will instead conduct your own investigation and will rely upon your investigation to decide whether to purchase the affiliate product or service.

No Endorsements

From time to time, Nudge Nutrition, LLC will refer to other products, services, coaches, consultants, and/or experts. Any such reference is not intended as an endorsement or statement that the information provided by the other party is accurate. Nudge Nutrition, LLC provides this information as a reference for users. It is your responsibility to conduct your own investigation and make your own determination about any such product, service, coach, consultant, and/or expert.

Testimonials

At various places on this website, you may find testimonials from clients and customers of the products and services offered on this website or by Nudge Nutrition, LLC. The testimonials are actual statements made by clients and/or customers and have been truthfully conveyed on this website.

Although these testimonials are truthful statements about results obtained by these clients and/or customers, the results obtained by these clients and/or customers are not necessarily typical. You specifically recognize and agree that the testimonials are not a guarantee of results that you or anyone else will obtain by using any products or services offered on this website or by Nudge Nutrition, LLC.

Additional Terms

Except as otherwise expressly set forth in these Terms of Use, in the event that any provision of these Terms of Use shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of these Terms of Use shall remain in full force and effect. These Terms of Use constitute and contain the entire agreement between you and us with respect to the subject matter hereof and supersedes any prior oral or written agreements. You agree that these Terms of Use are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms of Use.

If we provide a translated version of these Terms of Use or any other terms or policy incorporated or referenced in these Terms of Use, it is for informational purposes only. If the translated version means something different than the English version, then the English meaning will be the one that applies.

If we do not enforce a provision of these Terms of Use, that does not waive our right to do so later. And, if we do expressly waive a provision of these Terms of Use, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by both you and us to be legally binding.

Nudge Nutrition, LLC is subject to existing laws and legal process, and we may comply with law enforcement or regulatory requests or requirements notwithstanding any term to the contrary in these Terms of Use.

We may notify you via postings on our website or via e-mail or via any other contact information you provide to us. Except as otherwise expressly provided herein, all notices given by you or required from you under these Terms of Use or the Nudge Nutrition, LLC Privacy Policy shall be in writing and addressed to: ***address***. Any notices that you provide that do not comply with these requirements shall have no legal effect.

Nudge Nutrition, LLC shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Nudge Nutrition, LLC, including without limitation any failure to perform hereunder due to unforeseen circumstances or causes beyond Nudge Nutrition, LLC’ control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

For Australia and New Zealand Users Only:

Upon termination of your account, Nudge Nutrition, LLC will take all reasonable steps to destroy or de-identify your personal information. You acknowledge that some information about you may be retained where required by law or for data back-up purposes.

For European Union Users Only:

If you reside in the European Union, you acknowledge that you will no longer have the right to cancel under the EU's Consumer Rights Directive (or implementing legislation in the country where you are located) once we start to supply you with the Nudge Nutrition, LLC Service.

18. CONTACT INFORMATION

This website is operated and provided by Nudge Nutrition, LLC, Inc. If you have any questions, comments or concerns regarding our Terms of Use, please send an e-mail to ***insert email address***.