Terms of Service

These Terms of Service (“Terms”) are a binding contract between you and your business (“you,” “Customer”) and Tendwell (“Tendwell,” “we,” “us”), the provider of the Tendwell software service (the “Service”). By checking the acceptance box, creating an account, or using the Service, you accept these Terms and our Privacy Policy. You represent that you are at least 18 years old and authorized to bind your business. You consent to receive these Terms, notices, and disclosures electronically. If you do not agree, do not use the Service.

Tendwell is software that, on your behalf and at your direction, sends an automated text message to callers your business misses, collects their request, and forwards it to you. Tendwell is a communications tool: you determine who is messaged and the content sent on your behalf. We may add, change, suspend, or discontinue features, and may offer some features on a beta basis, at any time.

You are responsible for the accuracy of your information, for keeping your login secure, and for all activity under your account and that of any teammates you invite. You represent that you are authorized to use the phone numbers and forwarding numbers you connect.

Tendwell is offered on a subscription basis (currently $59/month per business after a 14-day free trial; additional phone lines are billed separately). A payment method is collected up front; unless you cancel during the trial, the subscription begins automatically when the trial ends and renews on a recurring basis until you cancel. You may cancel anytime; cancellation stops future charges and the Service pauses at the end of the paid period. Except where required by law, all fees are non-refundable, including on termination for your breach. You are responsible for all applicable taxes and for any carrier, messaging, or A2P 10DLC registration fees, which we may pass through to you.

We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your own internal business purposes. You will not resell, reverse-engineer, copy, or interfere with the Service, or use it to build a competing product.

Messages sent through the Service are sent by you, to recipients you choose. You are solely responsible for your compliance with all applicable laws, including without limitation the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule and Do-Not-Call rules, CAN-SPAM, state telemarketing and privacy laws, and the rules, policies, and A2P 10DLC requirements of wireless carriers and messaging providers (collectively, “Laws”). You agree that you will:

• obtain and maintain all legally required consent from each recipient before any message is sent, and retain proof of that consent;
• promptly honor all opt-out requests (e.g., STOP, UNSUBSCRIBE, CANCEL, QUIT) and not message anyone who has opted out;
• register and maintain your brand and campaign(s) for A2P 10DLC messaging as required, and provide accurate registration information;
• not request or collect health, medical, financial, or other sensitive personal information through the Service.

The Service is a tool, not legal advice or a compliance guarantee. Using the Service does not by itself make you compliant with any Law, and we expressly disclaim any liability for your non-compliance. You should consult your own legal counsel about your messaging practices.

You will not use the Service to:

• send unsolicited messages, spam, or marketing to anyone who has not given the legally required consent;
• send content related to sex, hate, alcohol, firearms, or tobacco (“SHAFT”), or content related to cannabis/CBD/THC/Kratom, illegal drugs, gambling, payday or high-risk lending, cryptocurrency, adult content, or other carrier-prohibited categories;
• send unlawful, harassing, deceptive, fraudulent, or misleading content, or message emergency or lifeline numbers;
• attempt to evade message filtering, or violate any carrier or messaging-provider policy.

We may modify this Acceptable Use policy at any time, and any violation is a material breach of these Terms.

As between you and us, you own the data and content you submit, including contacts you upload or import (“Customer Data”). You grant us a worldwide, non-exclusive license to host, process, transmit, and use Customer Data to operate, provide, secure, and improve the Service. You represent and warrant that you have all rights, permissions, and consents necessary for the Customer Data and for us to process it on your behalf — and in particular, that for every phone number or contact you add, upload, or import, you have a lawful basis and any consent required to contact that person. You are responsible for the accuracy and legality of your Customer Data.

The Service relies on third-party providers, including telecommunications carriers, our messaging provider, our payment processor, and hosting and email providers. Your use of the Service may be subject to those providers' own terms. We are not responsible or liable for the acts, omissions, outages, fees, or decisions of any third party — including a carrier delaying, filtering, or blocking a message, or a payment processor's actions.

Messages are transmitted over third-party wireless carriers and networks. We do not guarantee that any message will be delivered, delivered on time, or not filtered or blocked; carriers may delay, filter, or block messages for reasons outside our control. Standard message and data rates may apply to recipients.

The Service is provided “as is” and “as available,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, secure, or error-free, that messages will be delivered, that it will meet your requirements, or that it will produce any particular result, number of recovered calls, leads, or revenue. We do not provide legal advice.

To the maximum extent permitted by law, Tendwell and its owners, officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost data, lost goodwill, lost customers or clients, lost or missed business or bookings, or any missed, delayed, undelivered, or failed message or call, even if advised of the possibility and regardless of the cause. You acknowledge that the Service depends on third-party carriers and that we are not responsible for any business, revenue, or customer you may lose for any reason connected with the Service. Our total aggregate liability for all claims relating to the Service will not exceed the greater of (a) the amounts you paid us in the three (3) months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100). These limits apply regardless of the theory of liability and survive any failure of essential purpose of any remedy.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions the above limitations apply to the fullest extent permitted by law.

You agree to defend, indemnify, and hold harmless Tendwell and its owners, officers, employees, and agents from and against any and all third-party claims, demands, suits, proceedings, damages, losses, liabilities, penalties, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) the messages or content you send or direct to be sent; (c) your violation of these Terms or any Law, including without limitation the TCPA, telemarketing, Do-Not-Call, or anti-spam laws; or (d) your failure to obtain consent or honor opt-outs. We may, at our option, control the defense of any claim for which you are obligated to indemnify us, and you will cooperate and defend at our request.

Please read this section carefully — it affects your legal rights. This Section is governed by the Federal Arbitration Act.

Informal resolution first. Before starting arbitration, email support@tendwellsms.com describing the dispute. The parties will try in good faith to resolve it for 30 days.

Binding arbitration. If not resolved, any dispute, claim, or controversy arising out of or relating to the Service or these Terms will be resolved exclusively by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court — except that either party may bring an individual claim in small-claims court. Arbitration may be conducted by phone or video, or in the county where you reside or where Tendwell is organized.

Class-action waiver. You and Tendwell agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. You and Tendwell each waive any right to a jury trial.

If the class-action waiver is unenforceable as to a particular claim, that claim (and only that claim) will proceed in court rather than in arbitration, and no class arbitration is authorized; the remainder of this Section still applies.

30-day opt-out. You may opt out of this arbitration agreement by emailing support@tendwellsms.com with your account email and the words “arbitration opt-out” within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms.

You may stop using the Service and cancel anytime. We may suspend or terminate your access immediately and without notice if we reasonably believe you have violated these Terms, the Acceptable Use policy, or any Law, or to protect the Service, other customers, or us from harm or legal risk. We will have no liability for any suspension or termination, and fees are non-refundable upon termination for your breach.

We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, governmental action, or the failure or unavailability of third-party carriers, networks, providers, or the public Internet.

We may update these Terms from time to time by posting the updated version with a new date. Your continued use of the Service after changes take effect means you accept the updated Terms.

These Terms are governed by the laws of the United States and the state in which Tendwell is organized, without regard to conflict-of-law rules. Subject to Section 14, the exclusive venue for any matter not subject to arbitration is the state and federal courts located in that state, and you consent to their jurisdiction.

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us and supersede any prior agreements on this subject.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining Terms remain in full force and effect.
• No waiver. Our failure to enforce any provision is not a waiver of it.
• Assignment. We may assign these Terms (for example, in connection with a sale of the business); you may not assign them without our consent.
• Notices. We may give notice by email, in-app, or by posting; you give notice to us at support@tendwellsms.com.
• No third-party beneficiaries. These Terms create no rights in anyone who is not a party.
• Survival. Sections 4, 6, 8–14, 18, and 19 survive any expiration or termination of these Terms.
• Headings are for convenience only.

Questions about these Terms? Email support@tendwellsms.com.