CashNudge logo
CashNudge legal

Terms of Service

Waldron Digital Solutions, LLC d/b/a CashNudge

Version 0.1 • July 2026 • Effective 7/17/2026

These Terms of Service (the “Terms”) are a legal agreement between Waldron Digital Solutions, LLC, a Massachusetts limited liability company doing business as CashNudge (“CashNudge,” “we,” “us,” or “our”), and the business or organization accepting these Terms (“Customer,” “you,” or “your”). These Terms govern access to and use of the CashNudge website, applications, software, communications tools, integrations, reports, and related services (collectively, the “Service”).

By clicking an acceptance box, completing signup or checkout, creating an account, signing a Subscription Order, or accessing or using the Service, you agree to these Terms on behalf of Customer. If you do not have authority to bind Customer, or if Customer does not agree to these Terms, you may not access or use the Service.

1.1 Business Customers Only. The Service is offered for legitimate business and organizational use. It is not offered for personal, family, or household use by an individual acting solely as a consumer.

1.2 Authority. You represent and warrant that you are at least eighteen (18) years old and have authority to bind Customer to these Terms. If Customer is an entity, “you” includes Customer’s employees, contractors, agents, and other Authorized Users who access the Service through Customer’s account.

1.3 United States Use. Unless CashNudge approves otherwise in writing, the Service is designed for businesses operating in the United States and for communications to recipients located in the United States. Customer is solely responsible for determining whether its use is lawful in each jurisdiction involved.

“Authorized User” means an individual Customer permits to access the Service under Customer’s account.

“Customer Data” means data, content, records, files, instructions, messages, templates, contact information, account information, and other material submitted to, imported into, transmitted through, or generated from Customer’s use of the Service, including End-Customer Data.

“End Customer” means a person or business whose information Customer processes through the Service, including a customer, patient, client, debtor, guarantor, referral, or other recipient.

“Subscription Order” means the subscription plan, pricing selection, signup page, Stripe Checkout session, subscription confirmation, custom order form, statement of work, or other ordering record accepted by Customer and CashNudge.

“Subscription Term” means the period during which Customer is authorized to use the Service under a Subscription Order or selected subscription plan.

“Third-Party Service” means a product or service provided by a third party that connects to, supports, hosts, or is used with the Service.

3.1 Registration. Customer must provide accurate, current, and complete registration, billing, business identity, sender, and contact information. Customer must promptly update information that changes.

3.2 Account Administration. Customer is responsible for designating account administrators, setting user permissions, reviewing user access, and all activity occurring through Customer’s account, except to the extent caused by CashNudge’s breach of these Terms.

3.3 Credentials. Customer and its Authorized Users must keep credentials confidential, use reasonable security practices, and promptly notify CashNudge at david@cashnudgepays.com of suspected unauthorized access. Accounts may not be shared by individuals unless the applicable plan expressly permits shared access.

3.4 Authorized Users. Customer is responsible for its Authorized Users’ compliance with these Terms. CashNudge may rely on instructions provided by Customer’s administrators and Authorized Users according to their assigned permissions.

4.1 Service Description. CashNudge provides software tools that may assist Customer with accounts-receivable workflows, customer account management, payment reminders, email and text communications, payment links, campaign management, accounting integrations, activity tracking, collections-readiness workflows, quotes, post-job follow-up, review requests, referrals, reports, exports, and related functions.

4.2 Customer Controls. Customer determines which End Customers to include, which messages to use, when and how communications are sent, what balances and account information are entered, and what actions are taken based on Service recommendations. Customer remains responsible for reviewing and approving its workflows and communications.

4.3 No Collection Agency, Law Firm, or Professional Advice. CashNudge provides software. CashNudge is not acting as Customer’s collection agency, law firm, accountant, financial adviser, credit-reporting agency, payment processor, or fiduciary. The Service does not provide legal, tax, accounting, financial, or regulatory advice.

4.4 No General Recovery Guarantee; Promotional Guarantees. Except where CashNudge expressly provides a written promotional guarantee, CashNudge does not guarantee payment, recovery of any amount, customer response, collection success, legal compliance, improved cash flow, or any specific result. Any promotional guarantee is governed exclusively by the eligibility requirements, measurement period, calculation method, claim procedure, exclusions, refund amount, and other terms displayed or linked on the applicable CashNudge signup page, checkout page, promotional page, or subscription confirmation.

4.5 Artificial Intelligence Features. Certain features may use automated or artificial-intelligence systems to generate drafts, summaries, rankings, recommendations, or action plans. Outputs may be incomplete, inaccurate, or inappropriate for a particular situation. Customer must independently review outputs before relying on or sending them and may not use an output as a substitute for professional judgment or legal advice.

4.6 Changes and Availability. CashNudge may improve, modify, add, remove, or discontinue features. CashNudge will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid Service during a current Subscription Term, but no specific uptime or service level applies unless stated in a signed service-level agreement.

4.7 Beta Features. Beta, preview, early-access, trial, or experimental features are provided “as is,” may change or end at any time, and may be subject to additional terms or limitations.

5.1 Subscription Orders and Priority. Each Subscription Order is governed by these Terms. If a Subscription Order expressly conflicts with these Terms, the Subscription Order controls only for that conflict. A signed Data Processing Addendum, Business Associate Agreement, or other addendum controls for its specific subject matter.

5.2 Subscription Plans. Features, usage limits, Authorized User limits, messaging allowances, integrations, support, and pricing depend on the selected plan. CashNudge may enforce plan limits and require an upgrade for additional use.

5.3 Trials. If Customer receives a free trial, the trial begins when stated at signup or in the Subscription Order and ends after the stated period, currently anticipated to be thirty (30) days unless otherwise disclosed. CashNudge may modify or end a trial offer for future customers. Unless Customer cancels before the trial ends, the paid subscription will begin and the designated payment method may be charged as disclosed at signup.

5.4 Automatic Renewal. Unless a Subscription Order states otherwise, subscriptions automatically renew for successive periods equal to the initial billing interval until canceled. Customer authorizes CashNudge and its payment processor to charge recurring fees, usage charges, taxes, and other authorized amounts to Customer’s payment method.

5.5 Fees and Payment. Customer must pay all fees when due. Fees are stated in U.S. dollars unless otherwise indicated. CashNudge may suspend access for overdue undisputed amounts after reasonable notice. Customer must keep valid billing information on file.

5.6 Price Changes. CashNudge may change pricing for a future renewal period by providing advance notice. Price changes do not apply retroactively to a prepaid current Subscription Term unless Customer changes plans or usage.

5.7 Taxes. Fees exclude applicable sales, use, excise, value-added, or similar taxes. Customer is responsible for such taxes, excluding taxes based on CashNudge’s net income. If Customer provides a valid exemption certificate, CashNudge will apply it as required by law.

5.8 Cancellation. Customer may cancel through available account controls or by following the cancellation instructions displayed at signup, in the account, or in the applicable Subscription Order. Cancellation stops future renewal and ordinarily becomes effective at the end of the then-current paid Subscription Term. Customer will retain access to the Service through the end of that paid Subscription Term unless access is suspended or terminated under these Terms. Cancellation does not entitle Customer to a refund or credit for fees already paid, including fees for the current or immediately preceding billing period. Any refund available under an expressly stated promotional guarantee or refund policy must be requested separately and remains subject to the eligibility requirements and approval process applicable to that guarantee or policy.

5.9 Refunds. Except as required by law or expressly stated in an applicable Subscription Order, posted promotional guarantee, or refund policy, fees are nonrefundable and credits are not provided for partial periods, unused features, or unused message allowances. Customer may submit a refund request by following the instructions available in the Admin portal. Submission of a refund request does not create a right or entitlement to a refund and does not guarantee approval. CashNudge will review each request and may approve or deny it based on the applicable Subscription Order, promotional guarantee or refund policy, Customer’s account and usage history, and other relevant circumstances. A refund will be issued only if CashNudge determines that the request is eligible and approves the refund, or if a refund is otherwise required by applicable law. Except where applicable law requires otherwise, any refund issued under this Section will be limited to the subscription fees attributable to a single immediately preceding monthly service period, and no refund will be provided for any earlier or additional service period. For a Customer billed annually, the maximum refund will be calculated as one-twelfth (1/12) of the annual subscription fee actually paid for the applicable yearly Subscription Term, representing the equivalent monthly cost under the annual plan; CashNudge will not refund the full annual subscription fee.

6.1 Customer Ownership. As between the parties, Customer retains its rights in Customer Data. CashNudge does not acquire ownership of Customer Data merely because it is processed through the Service.

6.2 Processing License. Customer grants CashNudge and its subcontractors a worldwide, nonexclusive, limited right to host, copy, transmit, display, format, modify, analyze, and otherwise process Customer Data only as necessary to provide, secure, support, maintain, improve, and comply with law regarding the Service and as otherwise authorized by Customer.

6.3 Customer Instructions. Customer instructs CashNudge to process Customer Data in accordance with Customer’s use of the Service, account settings, submitted campaigns, integrations, support requests, Subscription Orders, and these Terms.

6.4 Aggregated and Deidentified Data. CashNudge may create and use data that has been aggregated or deidentified so that it does not reasonably identify Customer or an individual. CashNudge may use such data for analytics, benchmarking, security, fraud prevention, product improvement, and business operations and will not attempt to reidentify it except to test deidentification or as required by law.

6.5 Customer Representations. Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases needed for CashNudge to process Customer Data as contemplated by these Terms and that Customer Data and Customer’s instructions do not violate law, contract, privacy rights, or third-party rights.

7.1 Customer Is the Sender. Communications initiated through the Service are sent for and on behalf of Customer. Customer, not CashNudge, determines the recipients, purpose, timing, content, frequency, sender identity, and legal basis for each communication and is responsible for the communication as the sender or initiator to the fullest extent applicable.

7.2 Lawful Accounts and Accurate Information. Customer may use the Service only regarding legitimate accounts, balances, transactions, obligations, quotes, services, and customer relationships. Customer must maintain reasonable procedures to confirm identity, amount, status, due date, payment history, dispute status, and recipient contact information before outreach.

7.3 Consent and Contact Rights. Before sending an email, text message, or other communication, Customer must have all consent, permission, authority, and lawful basis required by applicable law, carrier rules, provider policies, and the recipient’s instructions. Customer is responsible for maintaining evidence of consent where required.

7.4 Opt-Outs and Suppression. Customer must promptly honor STOP, unsubscribe, do-not-contact, revocation-of-consent, cease-communication, and similar requests. Customer may not disable, evade, overwrite, or circumvent suppression or opt-out functionality, or reimport a recipient for the purpose of avoiding an opt-out.

7.5 Required Identity and Disclosures. Customer must use accurate sender information, identify the business on whose behalf a message is sent, include disclosures and contact information required by law, and avoid false or misleading subject lines, caller identities, payment statements, deadlines, consequences, or legal claims.

7.6 Debt-Collection and Consumer-Protection Compliance. Customer is solely responsible for determining whether it, an account, or a communication is governed by federal or state debt-collection, consumer-protection, licensing, credit, health-care, or other laws. Customer must not use the Service to harass, oppress, abuse, threaten, shame, deceive, impersonate, or contact a person at a prohibited time, place, number, address, or frequency.

7.7 Disputes and Payments. Customer must timely investigate disputes, payments, wrong-party claims, bankruptcy notices, attorney representation, fraud claims, deceased-customer notices, and other circumstances requiring review or suppression. Customer must not continue automated outreach when Customer knows or reasonably should know an account requires human review or communication is prohibited.

7.8 Payment Links and Funds. Customer is responsible for the accuracy and authorization of payment links and payment instructions. Unless expressly agreed otherwise, CashNudge does not hold, receive, transmit, settle, or control funds owed to Customer and is not responsible for payment processor decisions, chargebacks, refunds, or fund availability.

7.9 Monitoring and Blocking. CashNudge may monitor usage for security, abuse, deliverability, provider compliance, and legal risk and may block, delay, limit, or cancel campaigns or messages that CashNudge reasonably believes may violate these Terms, law, provider rules, or recipient rights.

7.10 Telephone and Text Messaging Compliance. Customer represents, warrants, and covenants that every call or text message initiated through the Service will comply with the Telephone Consumer Protection Act, applicable Federal Communications Commission rules, federal and state Do-Not-Call requirements, applicable state telephone-solicitation and messaging laws, telecommunications-provider policies, carrier requirements, and all other applicable laws and regulations. Before initiating any message, Customer must obtain and document all required consent, including prior express written consent where required for advertising or telemarketing. Customer must maintain sufficient evidence of consent, promptly provide that evidence to CashNudge upon request, immediately honor any revocation or opt-out, and refrain from contacting reassigned, incorrect, suppressed, purchased, scraped, or unlawfully obtained telephone numbers. Customer may not characterize an advertising or promotional message as an account notification or transactional communication to avoid heightened consent requirements.

8.1 No PHI Without a BAA. Customer must not upload, import, disclose, or process protected health information (“PHI”) through the Service, or use the Service in a manner subject to the Health Insurance Portability and Accountability Act (“HIPAA”), unless CashNudge and Customer have executed a separate Business Associate Agreement and CashNudge has expressly approved the applicable use case and environment in writing.

8.2 No Assumed HIPAA Status. The existence of health-care customers, health-related account descriptions, or health-care integrations does not make the Service HIPAA-compliant for Customer’s use and does not create a Business Associate relationship absent a signed Business Associate Agreement.

8.3 Prohibited Sensitive Data. Unless CashNudge expressly authorizes otherwise in writing, Customer must not submit full payment-card numbers, card security codes, bank-login credentials, Social Security numbers, government identification numbers, account passwords, genetic data, biometric templates, or other information that is not reasonably necessary for the Service.

9.1 Integrations. The Service may connect with Third-Party Services such as accounting platforms, payment processors, email and messaging providers, hosting providers, artificial-intelligence providers, and business applications. Customer authorizes CashNudge to access and exchange data with connected Third-Party Services according to Customer’s settings and instructions.

9.2 Third-Party Terms. Third-Party Services are governed by their own terms, privacy policies, fees, availability, security, and functionality. CashNudge does not control and is not responsible for a Third-Party Service, including its acts, omissions, outages, data changes, API limits, account suspension, or discontinued integration.

9.3 Credentials and Permissions. Customer must maintain valid Third-Party Service accounts and permissions. Customer may disconnect an integration, but disconnection may affect functionality. CashNudge may suspend an integration if required by the provider, law, security concerns, or material technical risk.

9.4 Provider Charges. Customer is responsible for third-party fees not expressly included in Customer’s CashNudge plan, including messaging, payment-processing, accounting-platform, telecommunications, or other provider charges.

Customer and Authorized Users may not, and may not permit another person to:

• use the Service for unlawful, fraudulent, deceptive, abusive, threatening, discriminatory, defamatory, or infringing activity;

• collect or attempt to collect an amount not lawfully owed, misstate a balance, fabricate an obligation, or falsely imply legal action, credit reporting, arrest, government affiliation, or consequences;

• send communications without required consent or after an applicable opt-out, revocation, cease request, dispute hold, wrong-party notice, or other suppression event;

• use purchased, scraped, guessed, or unlawfully obtained contact lists or credentials;

• upload malicious code; probe, scan, or test vulnerabilities; bypass access controls; interfere with the Service; or use the Service to compromise another system;

• reverse engineer, decompile, copy, frame, mirror, resell, sublicense, or create a competing service from the Service except to the limited extent a restriction is prohibited by law;

• use automated means to access the Service except through approved interfaces and documented APIs;

• misrepresent affiliation with CashNudge or use CashNudge’s name or marks to imply CashNudge is the creditor, collector, sender, guarantor, or legal adviser;

• use the Service to make decisions that produce legal or similarly significant effects about an individual without appropriate human review and a lawful basis; or

• use the Service in a way that materially harms deliverability, telecommunications networks, CashNudge, another customer, a Third-Party Service, or an End Customer.

11.1 CashNudge Technology. CashNudge and its licensors own all right, title, and interest in the Service, software, source and object code, workflows, designs, interfaces, documentation, models, algorithms, databases, trademarks, logos, and related intellectual property, excluding Customer Data.

11.2 Limited License. Subject to these Terms and payment of applicable fees, CashNudge grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the Subscription Term to access and use the Service for Customer’s internal business purposes.

11.3 Generated Materials. Subject to Customer’s compliance with these Terms, Customer may use message drafts, reports, exports, recommendations, and other materials generated specifically through Customer’s authorized use of the Service for Customer’s internal business operations and communications. CashNudge does not warrant that generated material is unique, protectable, or free from third-party rights.

11.4 Feedback. If Customer provides ideas, suggestions, or feedback about the Service, Customer grants CashNudge a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate the feedback without restriction or payment, provided CashNudge does not identify Customer publicly without permission.

11.5 Publicity. CashNudge may not use Customer’s name or logo in public marketing without Customer’s permission, except to identify Customer privately as needed to provide support or integrations.

12.1 Confidential Information. “Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential, including business plans, pricing, security information, product roadmaps, credentials, and Customer Data.

12.2 Protection and Use. Recipient will use Confidential Information only to perform or exercise rights under the parties’ agreement and will protect it using at least reasonable care. Recipient may disclose Confidential Information only to personnel, advisers, and subcontractors who need to know it and are bound by confidentiality obligations.

12.3 Exclusions. Confidential Information does not include information Recipient can demonstrate was lawfully known without restriction, independently developed, rightfully received from another source without duty, or publicly available through no breach.

12.4 Required Disclosure. Recipient may disclose Confidential Information when required by law, subpoena, or court order, provided Recipient gives advance notice when legally permitted and reasonable assistance at Discloser’s expense.

13.1 Privacy Policy. CashNudge’s processing of personal information is described in the CashNudge Privacy Policy, which is incorporated by reference for transparency but does not reduce obligations expressly stated in these Terms or an applicable data-processing addendum.

13.2 Security Measures. CashNudge will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure, taking into account the nature of the Service and information processed.

13.3 No Absolute Security. No service, transmission, or storage system is completely secure. Customer is responsible for configuring its account, permissions, devices, integrations, exports, and internal practices appropriately and for maintaining copies of data required for its business, legal, or regulatory obligations.

13.4 Security Incidents. CashNudge will notify Customer of a confirmed unauthorized acquisition of Customer Data when required by applicable law or a signed data-processing agreement. Notice may be delayed as requested by law enforcement or as reasonably necessary to investigate and contain the incident.

14.1 Suspension. CashNudge may suspend or limit access immediately if CashNudge reasonably believes: (a) use presents a security, legal, fraud, deliverability, provider, or operational risk; (b) Customer breached Sections 7, 8, or 10; (c) payment is overdue; (d) a Third-Party Service requires suspension; or (e) suspension is required by law. When practicable, CashNudge will provide notice and an opportunity to cure.

14.2 Termination for Cause. Either party may terminate a Subscription Order or these Terms if the other party materially breaches and does not cure within thirty (30) days after written notice, or within ten (10) days for nonpayment. A party may terminate immediately if the other party becomes insolvent, ceases business, or cannot lawfully perform.

14.3 Customer Termination. Customer may stop using the Service and cancel renewal as described in Section 5. Cancellation does not relieve Customer of fees incurred before the effective cancellation date.

14.4 Effect of Termination. Upon termination or expiration, Customer’s right to access the Service ends. Sections that by their nature should survive will survive, including payment obligations, ownership, confidentiality, disclaimers, limitations, indemnification, dispute terms, and general provisions.

15.1 Customer Export and Backup Responsibility. Customer is responsible for exporting and maintaining independent copies of Customer Data and reports it wishes to retain. Customer should complete any desired export before cancellation, expiration, suspension, or termination. Available export formats and scope depend on the Service and plan. CashNudge is not a substitute for Customer’s own backup, archival, or records-management system.

15.2 End of Access. Upon expiration, cancellation, or termination of Customer’s Subscription Term, Customer’s access to the Service and Customer Data will end, including access to data covered by a multi-year retention feature. CashNudge may, in its sole discretion, provide temporary post-termination export access or assistance, but has no obligation to do so and may condition any such access on payment of amounts due and Customer’s compliance with these Terms.

15.3 Deletion Following Subscription End. Following expiration, cancellation, or termination, CashNudge may delete or deidentify Customer Data from active storage at any time and without further notice, subject to backup cycles, audit logs, fraud prevention, dispute preservation, legal holds, tax and billing records, security records, applicable law, and CashNudge’s documented retention practices. Data remaining in backups may be retained until overwritten or deleted in the ordinary course, but may not be available for restoration or Customer access.

15.4 Retention Features. Any advertised or paid retention period, including a seven-year retention feature, describes CashNudge’s intended retention practice for eligible records while Customer maintains the applicable active subscription and an account in good standing. It is not a guarantee that every record will remain continuously available, complete, error-free, preserved for every purpose, or recoverable following deletion, corruption, system failure, provider failure, security incident, suspension, termination, or another event. Unless CashNudge expressly agrees otherwise in a separate written data-archiving agreement, CashNudge is not Customer’s records custodian or archival service.

15.5 Data Loss and Recoverability. To the maximum extent permitted by applicable law and subject to Section 17, CashNudge will not be liable for the loss, corruption, deletion, destruction, alteration, inaccessibility, or inability to recover Customer Data, including data covered by a paid retention feature. Customer is responsible for maintaining independent copies and exports needed for legal, tax, regulatory, operational, or business purposes. Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, OUTPUTS, BETA FEATURES, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CASHNUDGE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CASHNUDGE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, LEGALLY COMPLIANT FOR CUSTOMER’S PARTICULAR USE, OR COMPATIBLE WITH EVERY SYSTEM; THAT DATA OR OUTPUTS WILL BE COMPLETE OR ACCURATE; THAT MESSAGES WILL BE DELIVERED OR RECEIVED; OR THAT CUSTOMER WILL RECOVER ANY PAYMENT OR ACHIEVE ANY BUSINESS RESULT.

Customer acknowledges that accounts-receivable, communications, privacy, health-care, consumer-protection, and debt-collection requirements vary by jurisdiction and circumstances. Customer is responsible for obtaining professional advice appropriate to its business and use case.

17.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR DAMAGES ARISING FROM THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

17.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, AND ALL SUBSCRIPTION ORDERS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CASHNUDGE FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY.

17.3 Exceptions. The exclusions and cap in this Section do not limit: (a) Customer’s payment obligations; (b) either party’s fraud, willful misconduct, or gross negligence to the extent liability cannot be limited by law; (c) Customer’s violation of Sections 7, 8, 10, or CashNudge’s intellectual-property rights; or (d) liability that applicable law does not permit the parties to limit.

17.4 Allocation of Risk. The fees reflect the allocation of risk in these Terms. Each limitation applies even if a limited remedy fails of its essential purpose.

18.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless CashNudge, its affiliates, and their officers, directors, employees, contractors, and agents from third-party claims, investigations, penalties, losses, damages, judgments, settlements, costs, and reasonable attorneys’ fees arising from or relating to: (a) Customer Data; (b) Customer’s communications, accounts, balances, collection activity, products, services, or End-Customer relationships; (c) Customer’s violation of law, provider rules, recipient rights, or these Terms; or (d) Customer’s or an Authorized User’s fraud, negligence, or willful misconduct. Customer’s indemnification obligations include claims, demands, complaints, investigations, class or representative actions, fines, penalties, settlements, judgments, costs, and reasonable attorneys’ fees arising from or relating to calls or text messages initiated through Customer’s account, including alleged violations of the Telephone Consumer Protection Act, Federal Communications Commission rules, Do-Not-Call requirements, state telephone-solicitation or messaging laws, recipient consent or revocation rights, telecommunications-provider requirements, or Customer’s Brand and Campaign registration information.

18.2 Indemnification Procedure. CashNudge will provide Customer with reasonably prompt notice of a covered claim. Customer will provide the defense required by this Section and reasonably cooperate with CashNudge. CashNudge may participate in the defense with counsel of its choice. Customer may not settle any claim in a manner that admits fault by CashNudge, imposes obligations on CashNudge, or fails to fully and unconditionally release CashNudge without CashNudge’s prior written consent.

19.1 Governing Law. These Terms and all disputes arising from them are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal Resolution. Before filing a lawsuit, the complaining party must provide written notice describing the dispute and requested relief. Authorized representatives will attempt in good faith to resolve the dispute for at least thirty (30) days, unless immediate injunctive relief is reasonably necessary.

19.3 Courts and Venue. Subject to Section 19.2, each party consents to the exclusive jurisdiction and venue of the state courts located in Essex County, Massachusetts and the United States federal court serving that county. Each party waives objections based on personal jurisdiction, venue, or inconvenient forum.

19.4 Injunctive Relief. A breach involving intellectual property, confidentiality, security, unlawful communications, or misuse of the Service may cause irreparable harm. Either party may seek temporary or injunctive relief without waiving other remedies.

20.1 Electronic Notices. Customer agrees that CashNudge may provide operational, billing, security, legal, and service notices electronically through the Service or by email to Customer’s account administrator. Customer must keep its notice email current.

20.2 Legal Notices. Formal legal notices to CashNudge must be sent by email to david@cashnudgepays.com and by nationally recognized overnight courier or certified mail to: Waldron Digital Solutions, LLC d/b/a CashNudge. Notices to Customer may be sent to the legal or billing contact in the Subscription Order or account.

20.3 Receipt. Notices are deemed received on confirmed delivery, or for email, when sent without an automated delivery-failure notice, except that notices of indemnification, material breach, or litigation must also be sent by courier or certified mail.

CashNudge may update these Terms from time to time. CashNudge will post the updated Terms and revise the effective date. For material changes, CashNudge will provide reasonable advance notice by email, through the Service, or by another appropriate method. Changes generally apply when effective, but changes that materially increase Customer’s obligations or reduce paid rights will apply at the next renewal unless required earlier by law, security, provider rules, or to prevent abuse. Continued use after the applicable effective date constitutes acceptance of the updated Terms.

22.1 Assignment. Customer may not assign these Terms or a Subscription Order without CashNudge’s prior written consent, except in connection with a merger or sale of substantially all assets if the assignee is not a CashNudge competitor and agrees in writing to be bound. CashNudge may assign its rights and obligations to an affiliate or in connection with a financing, merger, reorganization, or sale of the business or relevant assets.

22.2 Subcontractors. CashNudge may use affiliates and subcontractors to provide the Service and remains responsible for their performance to the extent required by these Terms or applicable law.

22.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or utility failures, natural disasters, labor disputes, war, terrorism, civil unrest, epidemics, government action, provider outages, cyberattacks not caused by a failure to use reasonable security, or telecommunications disruption. This does not excuse Customer’s obligation to pay amounts already due.

22.4 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, employment, or exclusive relationship.

22.5 No Third-Party Beneficiaries. These Terms do not create rights for any person other than the parties and permitted successors and assigns.

22.6 Severability and Waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. A waiver must be in writing and is not a continuing waiver.

22.7 Entire Agreement. These Terms, applicable Subscription Orders, the Privacy Policy, and signed addenda are the complete agreement regarding the Service and supersede prior or contemporaneous proposals, statements, and agreements on that subject. Purchase-order terms supplied by Customer do not apply unless expressly accepted in writing by CashNudge.

22.8 Interpretation. “Including” means “including without limitation.” Headings are for convenience only. Electronic signatures and records have the same effect as originals to the extent permitted by law.

Waldron Digital Solutions, LLC d/b/a CashNudge

Website: cashnudgepays.com

Support: david@cashnudgepays.com