Terms of service

These Terms of service (the "Terms") are a legal agreement between you, the merchant ("you" or "your"), and Zobi OÜ, a private limited company (osaühing) organized under the laws of the Republic of Estonia, with its registered office at Maakri 23a, Tallinn, Estonia (operating the Zobi service and referred to as "Zobi", "we", "us", or "our"). They govern your access to and use of the Zobi platform, websites, dashboard, APIs, the Recoup Shopify app, and related messaging services over iMessage, SMS, and RCS (together, the "Service").

Please read these Terms carefully. They include important provisions that limit our liability, disclaim warranties, waive certain collective proceedings, shorten the time to bring claims, and describe your obligations when sending messages to your customers. By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance and authority to bind

By creating an account, connecting your Shopify store, clicking to accept, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity. You must be at least the age of majority in your jurisdiction and legally able to enter into a binding contract. The Service is a business-to-business service intended for merchants, and you are entering into these Terms in the course of your trade or business, not as a consumer.

2. The Service and early access

Zobi is a conversational commerce tool for Shopify stores. It connects to your store and sends AI-written conversational messages to your customers over iMessage, with SMS and RCS fallback, to help recover abandoned checkouts and drive repeat purchases. Messages are two-way and may include discount codes and checkout links that you configure or authorize.

The Service is currently offered as an early access or beta product. This means features may be added, changed, suspended, or withdrawn at any time, and parts of the Service may be incomplete or behave unexpectedly. We do not guarantee that the Service will be available, uninterrupted, error free, or that any particular feature will be maintained. We may set or change usage limits at our discretion.

2A. Nature of the Service: human-directed, AI-assisted

The Service is a tool that you, a human decision-maker acting for your business, use to run your own messaging program. You initiate, configure, authorize, and are solely responsible for each campaign, including the audiences you target, the parameters and templates you set, the offers and discount codes you choose, and the decision to message any given recipient.

Message content is generated with AI assistance within the parameters, templates, and settings you configure and approve. You control and supervise your messaging program and can review, adjust, pause, and intervene at any time. The Service generates and sends messages automatically within the configuration you set, but it does so at your direction and on your behalf.

Zobi OÜ does not independently decide whom to contact. We transmit messages at your direction, as a tool and conduit for your messaging program. You, and not Zobi, are the sender, advertiser, and originator of the messages sent through the Service.

3. Accounts, eligibility, and Shopify connection

To use the Service you must register an account and connect your Shopify store, which you authorize through the "Recoup" Shopify app using Shopify's OAuth flow. You are responsible for the security of your account credentials and for all activity that occurs under your account. Notify us promptly if you suspect any unauthorized use.

You agree to provide accurate, current, and complete information when you register and to keep that information up to date. You are responsible for maintaining your Shopify connection and the permissions granted to the Recoup app. If you disconnect the app or revoke its permissions, parts of the Service may stop working.

4. Your responsibilities and warranties

You are solely responsible for how you use the Service and for the messages sent to your customers through it. You represent, warrant, and agree to the following.

• Lawful use. You will use the Service only for lawful purposes and in compliance with all applicable laws, regulations, and industry rules.
• Consent before messaging. You will obtain and maintain all consents and permissions required to message each recipient before any message is sent on your behalf, and you will honor opt-out and revocation requests. See our Messaging policy for the rules that apply.
• Legal compliance. You will comply with all laws and rules applicable to your messaging and data practices, including the TCPA, A2P 10DLC requirements, CTIA guidelines, CAN-SPAM, the GDPR, ePrivacy and PECR rules, CASL, and any other applicable laws.
• Your content and goods. You are responsible for your own content, discount codes, offers, and the goods and services you sell, including their description, fulfillment, quality, safety, and legality.
• Data controller role. You acknowledge that, with respect to your customers' personal data processed through the Service, you are the data controller and we act as a processor on your behalf. See our Data Processing Addendum.
• AI and bot disclosure. You are solely responsible for any obligation to disclose to recipients the use of AI or automated or bot systems where required by law, including the California Bolstering Online Transparency (B.O.T.) Act, Cal. Bus. & Prof. Code §17940 et seq., and the transparency obligations of Article 50 of the EU AI Act, and you will make any such disclosure.

You are responsible for evaluating whether the Service is appropriate for your use and for reviewing messages and offers before relying on them.

5. Acceptable use

Your use of the Service is subject to our Acceptable use policy, which is incorporated into these Terms by reference. You agree not to use the Service in any way that violates that policy, and you are responsible for ensuring that anyone using the Service under your account does the same.

6. Sanctions and export controls

You represent and warrant that you, your owners, and your authorized users are not named on, owned or controlled by, or acting on behalf of any party named on any sanctions or restricted-party list maintained by the European Union, the United States (including the OFAC Specially Designated Nationals list), the United Kingdom, the United Nations, or any other applicable authority, and are not located in or ordinarily resident in a comprehensively sanctioned territory.

You agree not to use the Service, and not to permit the Service to be used, in violation of any EU, US, UK, or UN sanctions, embargoes, or export-control or import-control laws, and not to send messages to, or process the personal data of, any person where doing so would violate those laws. You will indemnify us for any breach of this section under the Indemnification section below.

7. Fees and billing

The Service uses an ad-spend wallet that you fund through Stripe. Messaging costs, carrier and provider fees, and advertising costs are drawn from your wallet balance as they are incurred. You authorize us and our payment processor to charge your selected payment method to fund or top up your wallet.

Except where required by applicable law, all payments and wallet balances are non-refundable, including for unused balance. You are responsible for any taxes associated with your use of the Service, other than taxes based on our net income. We may change our pricing, fees, and rates, and we will give you notice of material changes before they take effect. Continued use of the Service after a pricing change takes effect means you accept the new pricing.

If your wallet balance is insufficient or a payment fails, we may pause or stop sending messages until the balance is restored.

8. Intellectual property

We and our licensors own all rights, title, and interest in and to the Service, including the platform, software, models, dashboards, documentation, and all related intellectual property. These Terms do not grant you any rights in our intellectual property except the limited right to use the Service as described here. You may not copy, modify, reverse engineer, resell, or create derivative works from the Service except as permitted by law.

You retain all rights in your content, including your brand, messages, and store data. You grant us a limited, non-exclusive, worldwide, royalty-free license to host, process, copy, transmit, and display your content solely as needed to provide and improve the Service and to comply with law. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

9. Third-party services

The Service relies on independent third parties, including Shopify, Apple and iMessage, mobile carriers, messaging providers, AI providers, and payment processors. These third parties are not controlled by us, their own terms and policies apply to your use of them, and we are not responsible for their acts, omissions, availability, or performance. Your use of a third-party service is at your own risk.

iMessage is a trademark of Apple Inc. Zobi is not affiliated with, sponsored by, or endorsed by Apple Inc.

10. Compliance, suspension for risk, and cooperation

We may immediately suspend, throttle, or stop your sending, or suspend your access to all or part of the Service, without notice and without liability to you, where we reasonably believe there is a legal, regulatory, compliance, security, fraud, or abuse risk, where your use threatens the integrity or reputation of the Service or our messaging routes, or where a third party such as Shopify, Apple, a carrier, a messaging provider, or a regulator requests or requires it. We may take these steps before, instead of, or in addition to terminating your account.

You agree to cooperate with us in good faith on any compliance, security, fraud, or regulatory matter relating to your use of the Service, including by providing records of consent and opt-outs on request. You acknowledge and agree that we may collect, retain, and share information about you and your use of the Service with carriers, messaging providers, AI providers, Shopify, Apple, payment processors, and competent authorities where we reasonably consider it necessary to operate the Service, to comply with law or third-party program rules, or to respond to a lawful request, demand, or legal process.

11. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO GUARANTEE OF RESULTS. We do not warrant or promise any specific revenue, return on investment, conversion rate, open rate, reply rate, deliverability, or other outcome. Messages may be filtered, delayed, throttled, or blocked by carriers, Apple, or other providers, and we do not control whether or when a message is delivered or read. We make no warranty of deliverability, carrier or provider acceptance, Apple or iMessage availability, or any compliance outcome.

AI-generated content. The Service uses artificial intelligence to draft and send messages. AI-generated content may be inaccurate, incomplete, off-brand, or unexpected, and may produce results that you did not intend. You are responsible for reviewing, configuring, and approving the message settings, offers, discount codes, and sending behavior used on your account, and for monitoring the messages sent on your behalf. As described in the Nature of the Service section above, the Service generates and sends messages with AI assistance within the configuration you set and at your direction, and you, not Zobi, are the sender and originator of those messages. AI output is provided for your convenience only and is not legal, tax, accounting, or other professional advice, and you should not rely on it as such.

Any figures shown in our marketing, such as illustrative return on investment or read and reply rates, are examples for illustration only. They are not promises or representations of likely results, you have not relied on them in deciding to use the Service, and your actual results will vary.

Nothing in this section excludes or limits any liability or warranty that cannot be excluded or limited under applicable mandatory law, including liability for intent or gross negligence, for death or personal injury, or any non-waivable statutory rights. Where the Estonian Law of Obligations Act (võlaõigusseadus) or other mandatory law would void a limitation or disclaimer in this section, that limitation or disclaimer applies to the fullest extent the law allows and the remainder stays in force.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR: the acts or omissions of third parties, including Shopify, Apple, mobile carriers, messaging providers, AI providers, and payment processors; the filtering, blocking, delaying, throttling, or non-delivery of any message; your own failure to obtain or maintain required consent or your unlawful or non-compliant messaging; any loss, corruption, or unavailability of data; or any regulatory fine, penalty, or sanction arising out of your use of the Service.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE LESSER OF (a) the total fees actually paid by you to Zobi OÜ in the twelve (12) months immediately preceding the event giving rise to the claim, and (b) one hundred euros (€100). This cap applies in the aggregate across all claims and all causes of action combined. This cap is a single, shared aggregate cap across these Terms AND the Data Processing Addendum together, not a separate cap under each, so that our total combined liability under these Terms and the Data Processing Addendum will not exceed that single amount.

Nothing in this section excludes or limits any liability that cannot be excluded or limited under applicable mandatory law, including liability for intent or gross negligence, for death or personal injury, or any non-waivable statutory rights. Where the Estonian Law of Obligations Act (võlaõigusseadus) or other mandatory law would void a limitation in this section, that limitation applies to the fullest extent the law allows and the remainder stays in force.

13. Indemnification

You agree to defend, indemnify, and hold harmless Zobi and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or relating to:

• your content, messages, discount codes, and offers;
• your failure to obtain or maintain any required consent before messaging;
• your failure to make any required disclosure of the use of AI or automated or bot systems to recipients, including under the California B.O.T. Act and Article 50 of the EU AI Act;
• any claim under, or any actual or alleged violation of, the TCPA, A2P 10DLC requirements, CTIA guidelines, other telemarketing or messaging laws, CAN-SPAM, the GDPR, ePrivacy and PECR rules, CASL, or any other applicable messaging, marketing, privacy, or data-protection law;
• any claim, complaint, or demand by a message recipient or other individual, and any investigation, action, fine, or penalty by a regulator or other authority, relating to your use of the Service;
• your breach of any applicable law or of these Terms, the Messaging policy, the Acceptable use policy, or the sanctions and export-controls section;
• the goods and services you sell and any dispute with your customers; and
• your use or misuse of the Service.

Your obligations under this section are not subject to and are not capped by the Limitation of liability section above. We may, at our option and at your expense, assume sole control of the defense and settlement of any claim subject to indemnification, with counsel of our choice, and you will cooperate with us in that defense. You may not settle any such claim in a way that admits fault or wrongdoing on our part, imposes any obligation or liability on us, or affects our rights, without our prior written consent.

14. Class action and collective proceedings waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, any dispute between you and us will be brought and resolved only on an individual basis. You waive any right to bring or participate in any class, collective, consolidated, representative, or group action or proceeding against us, and you waive any right to have your claims joined or consolidated with the claims of any other party.

If the collective-action waiver in the previous paragraph is held to be unenforceable as to a particular claim, then that particular claim, and only that claim, will be severed and litigated individually in the courts identified in the Governing law and disputes section, and the waiver will remain in full force and effect for all other claims.

To the extent any claim is heard in a forum that permits a jury, each party waives, to the maximum extent permitted by law, any right to a jury trial.

This section does not purport to exclude, limit, or waive any non-waivable right of consumers or of qualified entities, including any right to bring or be represented in a representative action under Directive (EU) 2020/1828 on representative actions for the protection of the collective interests of consumers, or under any other mandatory law. To the extent any part of this section is held void or unenforceable under mandatory law, that part applies to the fullest extent the law allows and the remainder of this section stays in force.

15. Limitation period and time to bring claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, any claim or cause of action arising out of or relating to the Service or these Terms must be brought within one (1) year after the claim or cause of action accrues. Any claim not brought within that period is permanently barred. Where Estonian mandatory limitation periods or other mandatory law do not permit a contractual period of this length, or prescribe a shorter period, the mandatory period prevails.

16. Suspension and termination

You may stop using the Service at any time by disconnecting the Recoup app and closing your account. We may suspend or terminate your access to all or part of the Service, with or without notice, including for non-payment, suspected compliance or legal risk, or breach of these Terms, the Acceptable use policy, or the Messaging policy. This section is in addition to, and does not limit, our rights under the Compliance, suspension for risk, and cooperation section above.

On termination, your right to use the Service ends and any outstanding fees become due. Handling and deletion of personal data after termination are governed by our Data Processing Addendum. Provisions that by their nature should survive termination will survive, as set out in the Survival section below.

17. Confidentiality

Each party may receive non-public information of the other party that is marked or reasonably understood to be confidential. Each party agrees to use the other's confidential information only to perform under these Terms and to protect it with reasonable care. Confidential information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose confidential information if required by law, giving prompt notice where permitted.

18. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will give you notice, for example by posting the updated Terms with a new effective date or by other reasonable means. Changes take effect when posted unless stated otherwise. Your continued use of the Service after changes take effect means you accept the updated Terms. If you do not agree, stop using the Service.

19. Governing law and disputes

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Republic of Estonia, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Before filing any proceeding, a party must first send a written "Notice of Dispute" to legal@heyzobi.com describing the dispute and the relief sought, and the parties will negotiate in good faith for at least thirty (30) days to resolve the dispute informally. This informal-resolution step is a precondition to filing, except that either party may seek urgent injunctive or interim relief at any time.

If the dispute is not resolved within that period, the courts of the Republic of Estonia, and specifically the Harju County Court (Harju Maakohus) in Tallinn, Estonia, as court of first instance, will have exclusive jurisdiction and venue over the dispute, to the extent permitted by law. This section is subject to the Class action and collective proceedings waiver section above.

20. Survival

Any provision of these Terms that by its nature should survive termination or expiry will survive, including the sections on sanctions and export controls, fees and billing, intellectual property, compliance and cooperation, disclaimer of warranties, limitation of liability, indemnification, the class action and collective proceedings waiver, the limitation period and time to bring claims, confidentiality, governing law and disputes, this survival section, and the general section.

21. General

If any provision of these Terms is found unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will stay in full effect. These Terms, together with the policies referenced in them, including our Privacy policy, Data Processing Addendum, Subprocessors list, Messaging policy, and Acceptable use policy, are the entire agreement between you and us about the Service and supersede any prior agreements, representations, or understandings on the subject. You acknowledge that you have not relied on any representation, warranty, statement, or assurance, including any marketing figure, that is not expressly set out in these Terms, and that all marketing figures are illustrative only.

These Terms do not create any third-party beneficiary rights, and no person who is not a party to these Terms has any right to enforce any of their provisions.

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, for example in connection with a merger, acquisition, or sale of assets. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, outages, carrier or provider failures, or governmental action. Our failure to enforce any provision is not a waiver of our right to do so later. We may provide notices to you through the Service or to the contact information on your account, and you may send notices to us at the contact below.

22. Contact

Questions about these Terms, and any Notice of Dispute, can be sent to legal@heyzobi.com.