These Terms of Service (“Terms”) govern your use of TxtCart’s services (“Service”). By using the Service, you agree to these Terms. If you disagree with any part of the terms, you may not use our Service.
TxtCart LLC (“TxtCart,” “we,” “us,” “our”) is a Delaware limited liability company that provides software tools enabling ecommerce merchants to send and manage SMS/MMS marketing and conversational messages. TxtCart acts solely as a technology platform that transmits communications at the direction of merchants. TxtCart does not initiate, determine recipients, or select the content or timing of any messages.
You acknowledge that you, as the merchant, are solely responsible for ensuring that all communications sent through the TxtCart platform comply with all applicable laws, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and carrier regulations. TxtCart does not verify, monitor, or approve the content of any messages sent through your account.
You must be at least 18 years old to use TxtCart.
To access and use TxtCart, you must:
TxtCart reserves the right to cancel your account or reject your registration for any reason in our sole discretion.
You are responsible for:
You may not use the Service for any illegal or unauthorized purpose. This includes, but is not limited to:
Insert definitions:
We do not claim intellectual property rights over the material you provide to the TxtCart service. All material you submit remains yours.
You agree that TxtCart can, at any time, review all the content submitted by you to its Service.
TxtCart prohibits sending any content that is:
Messages related to cannabis or CBD are not allowed in the United States, regardless of state laws, due to federal prohibition.
Customer shall:
The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied, or statutory.
TxtCart does not warrant that:
TxtCart reserves the right to modify or terminate the Service for any reason, without notice, at any time.
Prices for using TxtCart are subject to change upon no notice from TxtCart.
TxtCart may, in its sole discretion, invite you to use pre-release or beta features that are not yet generally available. Access to such features may be conditioned upon additional terms and conditions. Any beta features will be considered TxtCart’s Confidential Information. TXTCART MAKES NO REPRESENTATIONS OR WARRANTIES THAT BETA FEATURES WILL FUNCTION, AND ANY USE OF BETA FEATURES WILL BE AT OUR OWN RISK.
TxtCart reserves the right, at its sole discretion and upon no less than three (3) business days’ notice, to audit Customer’s use of the Service (including message flows, subscriber lists, consent records, opt-out compliance and campaign procedures) to verify Customer’s compliance with these Terms and applicable laws. Customer shall cooperate in good faith and make available relevant records, systems and personnel for such audit. If the audit reveals material non-compliance, TxtCart may immediately suspend or terminate the Services under Section 6.
You are responsible for and will pay all Fees incurred under your account and, if applicable, all Fees set forth in a Service Order. The applicable Fees for your use of the Platform Services will be set forth in your account, unless otherwise set forth in a Service Order. TxtCart may update or modify the applicable Fees and rates for the Platform Services unless otherwise set forth in a Service Order, and provided that TxtCart will provide reasonable advance notice of such changes.
TxtCart may make the Platform Services available on a subscription basis. By purchasing a subscription, you agree that your subscription will automatically renew until canceled in accordance with these Platform Terms, and that you will pay all recurring Fees for your subscription until it is canceled. Unless otherwise set forth in a Service Order, you may upgrade, downgrade, or cancel your subscription as set forth in your account. Certain subscription packages may only be available to Customers who enter a Service Order, and changes to those packages may only be requested by contacting TxtCart support. Cancellations and downgrades will not take effect until the start of the following subscription period. Requests for cancellation or downgrade made by contacting TxtCart support must be initiated at least five (5) days before the end of the current subscription period. If you cancel your subscription as set forth in this Section, you will continue to have access to the Platform Services until the end of the final subscription period.
Usage charges may include carrier pass-through fees each month. By accepting our Terms of Service and billing, you accept these usage charges.
TxtCart may make available promotions and discounts from time to time. All promotions and discounts are subject to any terms and conditions communicated to you at the time of purchase or in a Service Order, and do not automatically renew or roll over. Following the expiration of a promotion or discount, regular Fees and billing terms will apply.
Payments through the Shopify App Store are handled by the Shopify Payment Processor. Otherwise, TxtCart will charge you for Fees on the billing cycle described in your account using the Payment Method you provide through your account, unless otherwise set forth in a Service Order. TxtCart may use a third-party payment processor. By providing your Payment Information through your account: (a) you authorize TxtCart and its third-party payment processor to charge your Payment Method for all relevant Fees when due, including for any recurring Fees for your subscription and when you reach your charge cap; (b) you agree that TxtCart’s third-party payment processor may store your Payment Information; and (c) you agree that TxtCart’s third-party payment processor may authenticate your Payment Information and Payment Method, including by running one or more payment authorization checks (for example, by charging an amount less than one dollar and reversing that amount). If TxtCart and its third-party payment processor are unable to charge you using the Payment Method associated with your account for any reason (including expiration or insufficient funds), you remain responsible for any uncollected amounts, and TxtCart may attempt to charge your Payment Method again, as you may update your Payment Information.
TO THE EXTENT PERMITTED BY LAW, YOUR PURCHASE IS FINAL AND TXTCART HAS NO OBLIGATION TO ISSUE A REFUND. IF YOU CANCEL OR CHANGE YOUR SUBSCRIPTION AS PERMITTED IN THIS SECTION, YOU WILL BE RESPONSIBLE FOR ALL FEES INCURRED FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. Without limiting the foregoing, if something unexpected happens in the course of completing a transaction, we reserve the right to cancel that transaction for any reason. If we cancel a transaction, we will refund any payment you have already remitted to us for that transaction. We recognize that exceptional situations may occur, and we reserve the right to issue refunds in our sole discretion.
Late Fee payments will accrue interest at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If your Payment Method is declined and you fail to resolve the issue within five (5) business days after TxtCart informs you, your payment will begin to accrue interest under this Section. If TxtCart must initiate a collections process to recover unpaid Fees, then TxtCart will be entitled to recover from Customer all costs of such collections process, including reasonable attorney’s fees.
You agree that you will not open, register, or operate any new store, account, or entity—whether on Shopify or any other e-commerce platform—for the purpose of avoiding, delaying, or otherwise circumventing payment of any Fees, charges, or other amounts owed to TxtCart. Any such attempt to evade payment shall constitute a material breach of this Agreement. TxtCart reserves the right to immediately suspend or terminate all Services and to pursue any and all remedies available under law or equity, including the acceleration and collection of all outstanding Fees, accrued interest, and costs of enforcement.
The Fees do not include Taxes. You are responsible for paying all Taxes associated with your use of the Platform Services. If TxtCart has the legal obligation to pay or collect Taxes for which you are responsible, then TxtCart will invoice you and you will pay for that amount, unless you provide TxtCart with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, TxtCart is solely responsible for Taxes assessable against TxtCart based on its income, property, and employees.
TxtCart may make certain Platform Services available to you for evaluation purposes free of charge. Such free trial is subject to any terms and conditions communicated to you at the time you initiate the free trial, including any limitations on total messaging or other features. Unless otherwise set forth in a Service Order, TxtCart may terminate a free trial at any time in its sole discretion.
If you would like to dispute any invoice or charge received from TxtCart, you must provide TxtCart with written notice within fourteen (14) days of delivery of the relevant invoice or billing statement. If you fail to notifyTxtCart of a billing issue or dispute as required under this Section, you waive your right to such dispute. Any billing dispute is further governed by Section 12 (Dispute Resolution).
TxtCart may pass through carrier or compliance-related fees imposed by mobile carriers or aggregators (such as Twilio). These fees are assessed industry-wide and not controlled by TxtCart. By continuing to use the Service, you agree to accept such fees when applicable. TxtCart will make reasonable efforts to disclose or notify you of material changes to such carrier costs.
You may cancel your account at any time by uninstalling or emailing support@txtcartapp.com
We reserve the right to terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including a breach of the Terms.
TxtCart may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with the Site.
If TxtCart determines, in its reasonable discretion, that you or your affiliates have opened or are operating a duplicate or successor store, account, or entity in an effort to continue use of the Services while any outstanding Fees remain unpaid, TxtCart may (a) immediately suspend or terminate access to the Services for all related stores and accounts; (b) declare all unpaid amounts immediately due and payable; and (c) deny future onboarding, integrations, or installs until such balances are fully satisfied.
Notwithstanding anything to the contrary in this Agreement, TxtCart may suspend or terminate Customer’s access to the Services immediately, without prior notice, if TxtCart reasonably determines that Customer has engaged in non-consensual messaging, caused or contributed to a material risk of regulatory liability (including TCPA or state mini-TCPA violations), or otherwise jeopardizes TxtCart’s relationships with carriers, aggregators or regulators.
Except where prohibited by law, TxtCart shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the service.
Except where prohibited by law, TxtCart’s liability for damages shall not exceed the amount paid by you to TxtCart for the Service in the six (6) months immediately preceding the claim.
The limitations of liability set forth in Section 7.2 do not apply to Customer’s indemnification obligations under Section 8 (including Sections 8.2 and 8.3). In the event of any claim subject to indemnification under Section 8, Customer shall remain fully liable for such claims notwithstanding the liability cap in Section 7.2.
You agree to defend, indemnify, and hold harmless TxtCart and its affiliates from any claims, damages, liabilities, costs, and expenses arising from:
Without limiting the foregoing, you expressly agree to defend, indemnify, and hold harmless TxtCart, its affiliates, and service providers (including Twilio) from and against any and all claims, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any alleged or actual violation of:
Without limiting Customer’s indemnity obligations under Section 8, Customer shall promptly reimburse TxtCart LLC (“TxtCart”) for all reasonable costs and expenses (including attorneys’ fees, court costs, investigations, settlement payments, expert fees and related expenses) incurred by TxtCart in connection with any third-party claim, demand, investigation, or lawsuit (whether or not filed) that names or threatens to name TxtCart (or its affiliates, service providers or agents) as a party, including but not limited to claims arising out of or relating to Customer’s use of the Service, any violation by Customer or its agents of applicable laws (including the Telephone Consumer Protection Act (“TCPA”) and any state analogues), and/or any non-compliant message traffic sent via the Platform.
Customer’s obligation to reimburse the foregoing shall apply regardless of whether TxtCart has been adjudicated responsible or liable, and shall be immediately due upon written demand by TxtCart.
You agree that TxtCart may:
You agree to be featured as a Case Study or under “Trusted by Awesome Companies” for brand exposure and merchant trust.
The provisions of Sections 3.4, 4.6, 6.4, 7.3, 8.2-8.3 (and any other compliance, indemnification, limitation, audit or survival obligations) shall survive termination or expiration of this Agreement.
All users of TxtCart hold sole responsibility to ensure their online business is set up per TxtCart, TCPA, and GDPR guidelines and laws. TxtCart is not responsible for any negligence on the end user’s behalf.
The following TCPA and CTIA-compliant language must be used:
“I agree to receive recurring automated marketing text messages (e.g., cart reminders) at the phone number provided. Consent is not a condition to purchase. Msg & Data rates may apply. Msg frequency varies. Reply HELP for help and STOP to cancel. View our Terms of Service and Privacy Policy.”
You agree to maintain verifiable records of consent for every recipient of marketing text messages, including date, time, and method of opt-in. You will promptly provide such proof to TxtCart upon request or in connection with any complaint or legal inquiry.
TxtCart acts solely as a software platform and is not the “caller” or “initiator” of any messages under the TCPA or similar laws. All messaging activity is performed by the merchant or its authorized users. TxtCart provides optional compliance tools (e.g., quiet-hours settings, opt-out handling) but does not guarantee legal compliance.
You expressly authorize TxtCart, in the event of non-payment or material breach, to disclose and report unpaid debts and delinquent accounts to third-party collection agencies, credit bureaus, or industry fraud-prevention databases and to share necessary identifying information for collection and risk-mitigation purposes, in accordance with applicable law. TxtCart may also engage legal or collection professionals to recover such amounts, and you agree to pay all reasonable costs of collection, including attorney’s fees and expenses, as provided in Section 5.7.
Merchants must ensure all messages are sent during hours permitted under the TCPA and applicable state law. TxtCart provides optional features to restrict sending outside these hours; enabling and configuring those settings is solely your responsibility.
Except for Excluded Disputes, all disputes between you and TxtCart shall be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes.
The arbitration shall take place in Wilmington, Delaware, unless you and TxtCart mutually agree otherwise in writing. The arbitrator shall apply Delaware law and have authority to award all remedies available under law, except that no punitive or exemplary damages shall be awarded against TxtCart unless required by statute.
You expressly waive participation in any class action or class-wide arbitration for claims covered by this Agreement. YOU AND TXTCART AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and TXTCART agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. This waiver is intended to be as broad as legally permissible and shall survive termination of these Terms.
You may opt out of this arbitration agreement by notifying us in writing within 30 days of becoming subject to this provision. Send opt-out notices to legal@txtcartapp.com
These Terms shall be governed by the laws of the State of Delaware, excluding choice of law principles.
All proceedings shall be conducted in English.
If any provision is held to be unenforceable, the Terms shall be construed without such provision.
The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
These Terms represent the complete agreement concerning the Service between you and TxtCart and supersede all prior agreements and representations related to the subject matter hereof.
Questions about the Terms of Service should be sent to legal@txtcartapp.com
Any dispute, claim, or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party irrevocably consents to the jurisdiction and venue of those courts.
TxtCart provides its Services strictly as a software platform facilitating communications between merchants and their customers. TxtCart does not originate or control message content or targeting decisions. Merchants acknowledge that TxtCart’s role is limited to message processing and transmission.
Sections related to indemnification, limitation of liability, arbitration, and jurisdiction shall survive any termination or expiration of these Terms.
