Terms of Service

Agreement

These terms are between Nudgely LLC and the business that installs the Nudgely app. Installing or using the app means you accept them. If you are agreeing on behalf of a company, you confirm you are allowed to do so.

What the service is

Nudgely is an app for Shopify stores. It shows popups on your storefront, collects contact details from shoppers who choose to give them, issues discount codes, and sends text messages to those shoppers on your behalf.

We may add, change or remove features. If we remove something you rely on, we will tell you first where we reasonably can.

You are the sender of record

This is the most important term in this document.

Text messages sent through Nudgely are sent on your behalf, in your name, as your messages. You are the sender of record. Your business is what gets registered with mobile carriers and The Campaign Registry, and your business is who carriers and regulators hold responsible for the messages.

You are responsible for:

• Having a lawful basis to message every person on your list, and for the accuracy of any contact you add to Nudgely yourself.
• The content you ask us to send, including any wording you write or settings you choose that shape it.
• Giving us true and complete business details for carrier registration. Filing false details with a registry is fraud, and it is the fastest way to have your registration rejected.
• Telling us promptly if your business details change, since the registration on file has to stay accurate.

Nudgely obtains consent through the opt-in wording shown on your popup, keeps the evidence, and honours opt-outs automatically. We do that as your service provider. It does not move responsibility for your messaging from you to us.

Acceptable use

You must not use Nudgely to:

• Message anyone who has not given consent, or who has opted out.
• Upload, buy or rent a list of phone numbers and send to it. Every number must have opted in to hear from your store.
• Send anything unlawful, misleading, harassing, hateful, or designed to defraud.
• Send messages about cannabis, illegal drugs, firearms, gambling, loans of the kind carriers prohibit, adult content, or anything else carriers disallow. Carriers block this traffic and can terminate a registration for it.
• Disguise who is sending, or send on behalf of a different business from the one registered.
• Try to bypass opt-out handling, quiet hours, sending limits, or any other control the service applies.
• Interfere with the service, attempt to access other merchants' data, or reverse engineer the app.

We may suspend sending immediately, without notice, if we believe messages are unlawful or are putting the messaging infrastructure at risk. Carriers act against senders quickly and the damage from a bad campaign is not limited to the merchant who sent it.

Carrier registration

Sending text messages to United States numbers requires registration with mobile carriers. We handle that process and we pay the registration fees.

We cannot promise that a registration will be approved, or how long it will take. Carriers and the registry decide, not us, and they can reject or revoke a registration at any time. Approval usually takes days but can take longer. Until it completes, no text messages can be sent, and shoppers who sign up during that time are told so.

Fees and billing

• Subscription fees are charged through Shopify Billing under the plan you choose in the app. Shopify collects them and applies its own terms.
• Text message costs are included in your plan, up to the monthly sending limit you set. We do not bill you per message, and we absorb the carrier registration fees.
• You control your monthly sending limit. When it is reached, sending stops until the next cycle or until you raise it.
• Fees may change. We will give at least 30 days notice before a change affects you.
• Fees are not refundable except where the law requires it.

Your data

Shopper data collected through your store is yours. We process it to run the service for you, as described in our Privacy Policy, which forms part of these terms.

You can export your data while your account is active. When you uninstall, Shopify notifies us and we delete your store's data, except records we are required to keep, such as proof that consent existed and a suppression list of people who opted out.

Data Processing Addendum

This section is part of these terms and applies whenever Nudgely processes personal information on your behalf.

Why this exists, and why it is not a formality. California's regulations (11 CCR 7050) say that a company without a compliant contract in place is not a service provider. That is not a labelling question. Without this addendum, every disclosure of personal information from you to Nudgely would legally be a sale, which would trigger consumer opt-out rights, require "Do Not Sell or Share My Personal Information" notices on your store, and expose both of us. This addendum is what makes the processor relationship described in these terms and in our Privacy Policy actually hold.

Roles

You are the business and the controller of shopper personal information, and, as set out above, the sender of record for every message. Nudgely is a service provider and a processor, and acts only on your documented instructions. Your instructions are these terms, the settings you choose in the app, and anything else you tell us in writing.

Nudgely will tell you if, in our opinion, an instruction would breach applicable data protection law.

The specific business purposes we process for

California law does not accept a general description here, so these are named individually. Nudgely processes shopper personal information only for:

• Delivering discount codes by SMS to shoppers who opted in on your store.
• Sending follow-up messages about a discount code that has not been used, and a thank-you after one is redeemed.
• Sending locally relevant product messages, where you have switched them on, using the city and region from an order to select a local weather forecast and a matching product.
• Keeping consent and opt-out records, including the wording shown at sign-up, the time, and opt-out requests, so that both of us can show consent existed and was honoured.
• Analytics and reporting for your own use, such as sign-up counts, delivery outcomes and attributed orders for your store.

We do not process shopper personal information for any other purpose, and we do not retain, use or disclose it outside the direct business relationship with you or for any commercial purpose other than those listed. Nudgely certifies that it understands these restrictions and will comply with them.

No sale and no sharing

Nudgely does not sell personal information and does not share it for cross-context behavioural advertising, as those terms are defined under California law. We do not combine shopper personal information received from you with information from any other source, except as permitted to detect security incidents or prevent fraud.

Subprocessors

You authorise Nudgely to engage the subprocessors below. Each is bound by written terms no less protective than this addendum, and Nudgely remains responsible for their performance.

• Twilio: message delivery and carrier registration.
• Supabase: database hosting.
• Render: application hosting.
• Anthropic: drafting message copy. Shopper contact details and addresses are not sent to it.
• WeatherAPI: local forecasts. It receives a city name only, and no information identifying a shopper.

We will give you notice before adding or replacing a subprocessor, and you may object on reasonable data protection grounds. If we cannot resolve the objection you may terminate.

Confidentiality and security

Everyone at Nudgely with access to shopper personal information is bound by a duty of confidentiality. We keep appropriate technical and organisational measures, including encryption in transit and at rest and access limited to those who need it to run the service.

Helping you answer data subject requests

Shoppers exercise their rights with you, because you are the controller. Nudgely will help you meet those requests, including access, correction, deletion and opt-out, within the time the law gives you, which is normally 30 days. If a shopper contacts us directly we will refer them to you and tell you it happened.

Security incidents

Nudgely will notify you without undue delay, and in any event within 48 hours of becoming aware of a personal data breach affecting shopper personal information we process for you. The notice will describe what happened, the categories and approximate number of people affected, the likely consequences, and the steps we are taking.

We will assist you with your own notification obligations to regulators and to affected people. Nudgely maintains an internal incident response procedure covering detection, containment, assessment and notification, and will follow it.

Your audit rights

On reasonable written notice, and no more than once a year unless required by a regulator or following a security incident, Nudgely will make available the information reasonably necessary to demonstrate compliance with this addendum. You may also take reasonable steps to stop and remediate any unauthorised use of shopper personal information.

Deletion and return

When you uninstall, Shopify notifies us and we delete your store's data. You may also ask us in writing to delete or return it at any time, and we will do so within 30 days.

Two exceptions, and both are legal obligations rather than choices. We keep consent and message records as evidence that consent existed and messages were sent lawfully, for the periods set out in our Privacy Policy. We keep a suppression list of phone numbers that opted out, because deleting it would allow the same number to be messaged again. Those records are stripped of everything not needed for that purpose.

Order of precedence

If this addendum conflicts with the rest of these terms, this addendum governs for the processing of personal information.

Availability

We work to keep Nudgely running but we do not guarantee it will be uninterrupted or error free. The service depends on Shopify, on mobile carriers and on other providers, and we are not responsible for their outages or decisions.

Disclaimers

The service is provided as is. To the extent the law allows, we disclaim all warranties, including fitness for a particular purpose and non infringement.

Nudgely does not provide legal advice. The compliance features in the app, including opt-in wording, quiet hours and opt-out handling, are built to help you follow the rules. They are not a guarantee that you do, and they are not a substitute for your own legal advice about your messaging.

Liability

To the extent the law allows, neither party is liable for indirect, incidental, special or consequential losses, or for lost profits or lost data.

Our total liability is limited to the amount you paid us in the 12 months before the claim.

You will indemnify Nudgely against claims, penalties and costs arising from the messages you sent, the contacts you supplied, your use of the service in breach of these terms, or business details you gave us for registration that were not accurate. This reflects the fact that you are the sender of record.

Termination

You can stop at any time by uninstalling the app. Your subscription ends according to Shopify's billing terms.

We can suspend or end your access if you break these terms, if your messaging puts us or other merchants at risk, if a carrier or registry requires it, or if you do not pay. Where it is reasonable and safe to do so, we will warn you first.

Changes to these terms

We may update these terms. We will change the date at the top, and for significant changes we will tell you through the app before they take effect. Continuing to use Nudgely after that means you accept the new terms.

Governing law

These terms are governed by the laws of the State of Tennessee, United States, without regard to its conflict of laws rules. Courts located in Tennessee have exclusive jurisdiction, and both parties agree to that.

Contact

Questions about these terms: graham@nudgely.io. Nudgely LLC.