Terms of Service

 Terms governing use of the Nudge Flex mobile application and related services.

Effective Date: 04/11/2025
Last Updated: February 2026

These Terms & Conditions (“Terms”) constitute a legally binding agreement between you (“Clinician,” “Nurse,” “you”) and Nudgeworld, Inc., a Delaware corporation (“Nudge,” “Company,” “we,” “us,” or “our”), governing your access to and use of the Nudge Flex platform and related services (the “Platform”).

BY REGISTERING, ACCESSING, OR USING THE PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS.

1. PLATFORM STATUS – TECHNOLOGY SERVICES ONLY

Nudge operates solely as a technology infrastructure platform that facilitates connections between independent licensed healthcare professionals and users.

Nudge:

  • Does not practice medicine or nursing

  • Does not provide healthcare services

  • Does not supervise or control clinical decisions

  • Does not establish treatment plans

  • Does not employ Clinicians

All clinical services are independently provided by you.

You retain sole and exclusive professional judgment at all times.

2. INDEPENDENT CONTRACTOR STATUS

You expressly acknowledge and agree:

  • You are an independent contractor.

  • You are not an employee of Nudge.

  • Nothing herein creates employment, agency, partnership, joint venture, or franchise.

  • You are not entitled to wages, overtime, benefits, insurance, workers’ compensation, or unemployment benefits.

You are solely responsible for:

  • Taxes and self-employment obligations

  • Business registrations

  • Insurance coverage

  • Licensing compliance

You control when you log in and whether you accept sessions.

3. PROFESSIONAL REPRESENTATIONS & INSURANCE

You represent and warrant that at all times you:

  1. Maintain an active, unrestricted nursing license in each state where you provide services.

  2. Maintain professional liability insurance with minimum limits of:

    • $1,000,000 per occurrence

    • $3,000,000 aggregate

  3. Maintain all required IV therapy certifications.

  4. Comply with all applicable scope-of-practice laws.

  5. Comply with any required physician oversight or collaborative agreements.

You must immediately notify Nudge of:

  • License suspension or investigation

  • Disciplinary action

  • Insurance lapse

  • Criminal charges

  • Regulatory inquiries

Failure to maintain required licensure or insurance results in immediate suspension.

4. MSO & MEDICAL DIRECTOR STRUCTURE

You acknowledge that in certain states, services may be provided under a Medical Services Organization (MSO) structure or under physician medical director oversight.

You agree to comply with:

  • All applicable medical director protocols

  • State-specific corporate practice of medicine laws

  • Clinical supervision requirements

Nothing in these Terms creates an employment relationship with any medical director or affiliated physician.

You remain solely responsible for your clinical acts and omissions.

5. SOLE CLINICAL RESPONSIBILITY

You are exclusively responsible for:

  • Patient assessment

  • Determining eligibility

  • Obtaining informed consent

  • Treatment decisions and dosing

  • Monitoring and follow-up

  • Documentation

  • Adverse event management

  • Regulatory compliance

Nudge has zero liability for clinical care.

6. BROAD FORM INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Nudge and its officers, directors, affiliates, contractors, shareholders, and partners from any and all:

  • Claims

  • Lawsuits

  • Regulatory actions

  • Fines

  • Penalties

  • Damages

  • Settlements

  • Attorneys’ fees

arising from:

  • Your clinical services

  • Licensing issues

  • HIPAA violations

  • Negligence or malpractice

  • Scope-of-practice violations

  • Breach of these Terms

This obligation survives termination indefinitely.

7. NON-CIRCUMVENTION

For twenty-four (24) months following any introduction to a user through the Platform, you shall not:

  • Provide off-platform services to such user

  • Solicit such user for private bookings

  • Share personal contact information to bypass Platform payment

Liquidated Damages for breach:
The greater of:

  • $7,500 per diverted client; or

  • Four (4) times total diverted revenue.

Nudge may seek injunctive relief without bond.

8. TRADE SECRETS & NON-COMPETE RESTRICTION

The Platform contains proprietary trade secrets including:

  • Matching algorithms

  • Dispatch systems

  • Pricing models

  • Surge logic

  • Operational workflows

You shall not:

  • Reverse engineer

  • Replicate

  • Develop competing systems

  • Use knowledge gained to assist competitors

For twenty-four (24) months following termination, you shall not develop or assist in developing a substantially similar mobile IV marketplace platform derived from Platform access.

9. HIPAA & DATA SECURITY

You agree to:

  • Comply with HIPAA and all privacy laws

  • Use encrypted devices

  • Maintain passcode or biometric protection

  • Avoid rooted or jailbroken devices

  • Not download, screenshot, or store PHI outside secure systems

  • Report suspected breaches within 24 hours

Nudge may suspend access for suspected privacy violations.

10. AUDIT & VERIFICATION RIGHTS

Nudge may at any time request:

  • License verification

  • Insurance documentation

  • Certification proof

  • Identity verification

  • Background checks

Failure to comply within five (5) business days may result in suspension.

11. PAYMENT TERMS & CLAWBACKS

Compensation is governed by the active pay model at time of booking.

Nudge may:

  • Offset chargebacks

  • Withhold disputed payments

  • Reverse fraud-related compensation

  • Deduct policy violation penalties

No earnings are guaranteed.

Compensation structures may change at Nudge’s discretion.

12. PLATFORM AVAILABILITY

The Platform is provided “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS.”

Nudge does not guarantee:

  • Session volume

  • Earnings

  • Continuous app functionality

Nudge may modify or discontinue features at any time.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Nudge shall not be liable for:

  • Lost income

  • Deactivation

  • Regulatory penalties

  • Emotional distress

  • Indirect or consequential damages

Maximum aggregate liability: $100.

Applies under any legal theory.

14. ARBITRATION & CLASS WAIVER

Informal Resolution

Written notice and 30-day informal resolution required.

Binding Arbitration

All disputes shall be resolved by individual binding arbitration administered by the American Arbitration Association (AAA).

Delegation

The arbitrator shall determine arbitrability.

Class Waiver

No class, collective, or representative proceedings permitted.

Venue

Clark County, Nevada.

Small claims court permitted where applicable.

15. CONFIDENTIAL DISPUTE RESOLUTION

Any dispute or settlement relating to the Platform shall remain confidential unless disclosure is required by law.

16. TERMINATION

Nudge may suspend or permanently deactivate access immediately for:

  • Safety concerns

  • Regulatory risk

  • License issues

  • Fraud

  • Brand harm

  • Circumvention

  • HIPAA violations

Deactivation decisions are final.

17. SURVIVAL

The following survive termination:

  • Indemnification

  • Arbitration

  • Non-circumvention

  • Trade secret protections

  • Liability limitations

  • Confidentiality

  • Clawback rights

18. GOVERNING LAW

These Terms are governed by Nevada law, except where mandatory law applies.

19. ENTIRE AGREEMENT

 These Terms constitute the entire agreement between you and Nudge.

Contact

Nudge World, Inc.

Email: contact@nudgeworld.io

Website: https://nudgeworld.io