Nudo is a product of Unbroker LLC ("Unbroker," "Nudo," "we," "us," or "our"). These Terms and Conditions (the "Terms") form a binding agreement between Unbroker LLC and the business or other legal entity that accesses or uses Nudo ("Customer," "you," or "your").
1. Agreement to these terms
By creating an account, clicking to accept these Terms, signing an order form, or accessing the Services, you agree to these Terms and our Privacy Policy. If you use Nudo on behalf of an organization, you represent that you have authority to bind that organization.
An order form, subscription page, statement of work, or other written agreement accepted by both parties may contain additional terms. If there is a conflict, that document controls only for the subject it addresses, followed by these Terms.
2. Eligibility and accounts
The Services are designed for business use, not personal, family, or household purposes. You must be at least 18 years old and able to enter into a legally binding agreement. You must provide accurate account information and keep it current.
You are responsible for your credentials, your organization members, their permissions, and all activity under your accounts. You must promptly notify us at[email protected] if you suspect unauthorized access or a security incident.
3. The Services
Nudo helps businesses connect, organize, categorize, analyze, and report financial and operational information. Features may include transaction management, accounting workflows, invoicing, documents, planning, dashboards, and third-party integrations.
We may improve, change, add, or discontinue features from time to time. We will provide reasonable notice when a material change significantly reduces core paid functionality, unless immediate action is required for security, legal, or third-party reasons.
Nudo is software, not a bank. Unless expressly agreed in a separate written agreement, Unbroker is not acting as your accountant, bookkeeper, auditor, tax adviser, attorney, broker, fiduciary, or investment adviser. Nudo does not hold, transmit, or insure customer funds.
Reports, classifications, forecasts, suggestions, and other outputs may depend on information supplied by you or third parties. You are responsible for reviewing them and for your financial, accounting, tax, legal, and business decisions. Obtain advice from qualified professionals where appropriate.
4. Customer data
"Customer Data" means information, files, records, credentials, and other content submitted to or imported into the Services by you or on your behalf. As between the parties, you retain all rights in Customer Data.
You grant Unbroker a limited, non-exclusive right to host, copy, process, transmit, display, and otherwise use Customer Data only as necessary to provide, secure, support, and improve the Services, comply with law, and as otherwise directed by you.
You represent that you have all permissions and lawful bases needed to provide Customer Data to Nudo and authorize its processing. You are responsible for its accuracy, quality, legality, and for maintaining any copies required for your own records or compliance obligations.
5. Third-party services and integrations
The Services may connect to banks, payment processors, accounting systems, payroll providers, spend platforms, storage providers, and other third parties. You authorize us to access and exchange information with those services according to the permissions you grant and their applicable terms.
Third-party services are controlled by their providers. We do not guarantee their availability, accuracy, security, or continued compatibility. A provider may change or suspend access at any time, which may affect Nudo features. You are responsible for maintaining valid third-party accounts and complying with their terms.
6. Fees, subscriptions, and taxes
Paid plans, usage limits, billing periods, and fees are described at purchase or in an order form. Unless otherwise stated, subscriptions renew automatically for successive periods until canceled. You authorize us and our payment processor to charge the payment method on file for applicable fees and taxes.
Fees are non-refundable except where required by law or expressly stated otherwise. We may change prices prospectively by giving reasonable notice before the next renewal. You are responsible for taxes associated with your purchase, excluding taxes based on Unbroker's net income.
7. Acceptable use
You may not use the Services to:
- Break any law or infringe another person's rights.
- Upload malware or harmful code, interfere with the Services, or bypass access, usage, or security controls.
- Access another customer's data, probe for vulnerabilities, or perform security testing without written authorization.
- Reverse engineer, copy, resell, sublicense, or commercially exploit the Services except where law does not permit this restriction or we authorize it in writing.
- Submit unlawful, fraudulent, deceptive, or infringing content, or use Nudo to facilitate prohibited financial activity.
- Use automated means to scrape or access the Services beyond our documented interfaces and reasonable usage limits.
We may investigate suspected violations and suspend access where reasonably necessary to protect customers, the Services, or third parties.
8. Ownership, license, and feedback
Unbroker and its licensors own the Services, including the software, design, documentation, trademarks, and all related intellectual property. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes during your subscription.
If you provide ideas or feedback, you grant us a perpetual, worldwide, royalty-free right to use them without restriction or obligation. We will not identify you publicly as the source without permission.
9. Confidentiality
Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and disclose it only to personnel and providers who need it and are bound by confidentiality obligations.
These duties do not apply to information that is public through no fault of the recipient, was already lawfully known, is received lawfully without restriction, or is independently developed. A party may disclose information when legally required after giving notice where permitted.
10. Disclaimers
To the maximum extent permitted by law, the Services are provided "as is" and "as available." Unbroker disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.
We do not guarantee that financial data, automated classifications, reports, forecasts, or third-party information will be complete, current, or error-free. Nothing in the Services constitutes a guarantee of financial performance or regulatory compliance.
11. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, or for lost profits, revenues, goodwill, data, or business opportunities, even if advised that such damages were possible.
Except for liabilities that cannot legally be limited, each party's total aggregate liability arising out of or relating to the Services or these Terms will not exceed the fees paid or payable by Customer to Unbroker for the Services during the 12 months immediately preceding the event giving rise to the claim.
12. Indemnification
You will defend, indemnify, and hold harmless Unbroker and its officers, employees, contractors, and affiliates from third-party claims, damages, losses, and reasonable costs arising from your Customer Data, your violation of these Terms or applicable law, or your misuse of the Services. We will promptly notify you of a covered claim and reasonably cooperate at your expense.
13. Suspension and termination
You may stop using Nudo or cancel your subscription according to your plan. Either party may terminate for a material breach that remains uncured 30 days after written notice. We may suspend or terminate access immediately where reasonably necessary to address a security risk, unlawful use, nonpayment, material harm, or a legal requirement.
After termination, your right to use the Services ends. Subject to your plan, applicable law, and our retention practices, we may provide a reasonable opportunity to export Customer Data before deletion. Provisions that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, liability, indemnification, and general terms.
14. General terms
We may update these Terms as the Services and applicable laws evolve. We will post the revised Terms and update the effective date. Material changes will apply prospectively, and we will give additional notice where required. Continued use after the changes take effect constitutes acceptance.
Neither party is liable for delay or failure caused by events beyond its reasonable control. You may not assign these Terms without our consent, except in connection with a merger or sale of substantially all your assets. We may assign them to an affiliate or in connection with a corporate transaction.
These Terms, the Privacy Policy, and any applicable order form are the entire agreement regarding the Services. If a provision is unenforceable, it will be modified only as needed and the rest will remain effective. A waiver must be in writing. The parties are independent contractors, and these Terms do not create a partnership, agency, employment, or fiduciary relationship.
Any governing-law, venue, or dispute-resolution terms agreed in an order form will apply. If no such terms have been agreed, the parties will first attempt in good faith to resolve a dispute by contacting each other before beginning formal proceedings.
15. Contact us
Questions about these Terms or notices under them may be sent to: