SMS Troopers

TERMS OF USE

Last Updated: March 5, 2025

1. Introduction

Welcome to SMS Troopers, a Shopify app operated by The Troops PTE. LTD. (referred to in these Terms of Use as "SMS Troopers," "we," "us," or "our"). Our service helps Shopify merchants recover abandoned checkouts through SMS and live agents. By installing or using the SMS Troopers platform, using our website, signing up via a service order, or otherwise accessing any of our services ("Services"), you ("Customer" or "you") agree to be bound by the following Terms of Use (the "Agreement").

If you do not agree with these Terms of Use, you must not use our Services.

2. Definitions

  1. Customer Data means any data or information (including End User data) that you or your authorized users input, upload, or transmit through the Services.
  2. End User means any individual who interacts with you or your agents through our Services.
  3. SMS Troopers Platform means the software application (including any related APIs or integrations) that we provide for you to deliver and manage SMS or related messaging campaigns.
  4. Services means any offerings, applications, or features we provide now or in the future, including but not limited to the SMS Troopers Platform, SMS campaigns, and related support services.
  5. Fees means the prices, rates, or charges you pay for using our Services.
  6. Service Order means any online or written communication that references a specific plan, custom proposal, or pricing for the Services.

3. Your Obligations

  1. Compliance with Laws. You must use our Services in accordance with all applicable laws and regulations, including those in the Philippines, Australia, and any other jurisdiction where you send messages or conduct business. Where relevant, you must also abide by laws governing anti-spam, privacy, consumer protection, and electronic communications (e.g., GDPR, Australian Spam Act, Philippine Data Privacy Act, etc.).
  2. Consent & Content. You are responsible for obtaining appropriate consent from your End Users before sending messages. You agree not to transmit or store any unlawful, infringing, obscene, or otherwise harmful content.
  3. Age Restriction. You represent that you are at least 18 years of age (or the age of majority in your jurisdiction). You also agree not to send SMS to any End User under the age of majority without parental or guardian consent, as required by law.
  4. Account Security. You are responsible for safeguarding your account credentials. Any unauthorized use or suspected breach must be reported to us immediately at [email protected].

4. Fees, Payment, and Cancellation

  1. Subscription Fees. The Fees for our Services are listed in your Shopify store's backend or in a separate Service Order. Fees may include monthly subscription charges, usage-based fees (such as per SMS fees), or transaction fees.
  2. Billing Cycle. Unless otherwise specified, subscription Fees are billed in advance on a recurring basis. You authorize us (or our authorized reseller or payment processor) to charge the payment method you provided for the applicable Fees.
  3. Refunds. If offered, any refund details (including the possibility of a free trial or a money-back guarantee) will be stated in your plan details. After any refund window has passed, no refunds will be issued for partial months or unused SMS credits unless otherwise required by law.
  4. Cancellation. You may cancel your subscription at any time via your Shopify admin (or by contacting us if your plan was arranged via a separate Service Order). Cancellation does not entitle you to any refund of prepaid Fees, unless such refund is specifically permitted under a promotional or guarantee policy.

5. License and Intellectual Property

  1. License Grant. Subject to your compliance with these Terms of Use, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the SMS Troopers Platform solely for your business operations.
  2. Ownership. All right, title, and interest (including all intellectual property rights) in and to our Services, brand, logo, software, and related materials remain ours (or our licensors'). You have no rights to such property except as expressly provided in this Agreement.
  3. Restrictions. You shall not (a) modify, reverse engineer, or create derivative works of the SMS Troopers Platform; (b) resell or sublicense the Services to a third party without our express written consent; or (c) remove or obscure any proprietary notices on the platform or documentation.

6. Confidentiality and Data

  1. Confidential Information. Each party agrees not to disclose the other party's confidential information, except to those employees and contractors who have a need to know it and who are bound by written obligations of confidentiality.
  2. Customer Data. You retain ownership of your Customer Data. You grant us a non-exclusive license to process, store, and otherwise use Customer Data (including personal data) solely for the purpose of providing the Services.
  3. Data Processing and Privacy. We process personal data in accordance with our Privacy Policy (linked below). You represent and warrant that you have obtained all necessary rights, consents, and permissions to provide Customer Data (including personal data) to us for processing.

7. Disclaimers

  1. No Warranty. EXCEPT AS REQUIRED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  2. Downtime & Security. We strive to maintain the availability and security of our Services but do not guarantee uninterrupted operation or that our platform will be free from viruses or other harmful code.

8. Limitation of Liability

  1. Exclusion of Damages. TO THE EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA ARISING OUT OF YOUR USE OF OUR SERVICES.
  2. Aggregate Liability. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless SMS Troopers (including our directors, officers, employees, and affiliates) from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorney fees) arising out of or in connection with:

  • Your use of the Services in violation of this Agreement or applicable law,
  • Your content (including Customer Data) or any data you collect and process via the Services,
  • Any claim that your messages violate or infringe a third party's rights, or
  • Your breach of any representation or warranty in this Agreement.

10. Suspension and Termination

We reserve the right, in our sole discretion, to suspend or terminate your access to the Services (in whole or in part) if we reasonably believe you (or any End User) are in breach of this Agreement or if required by law. We shall have no liability to you for any suspension or termination under this section.

11. Dispute Resolution

  1. Negotiations. You agree to first attempt to resolve any dispute by contacting us at [email protected] and engaging in good-faith negotiations for a minimum of thirty (30) days.
  2. Arbitration; Governing Law. If negotiation fails, disputes may be resolved through binding arbitration. [You can insert your preferred governing law or dispute resolution venue based on your operational needs—e.g., Singapore, the Philippines, or Australia. If operating globally, you may also choose a neutral venue or specify specific arbitration rules.]
  3. No Class Actions. All disputes will be handled on an individual basis, and you will not combine or consolidate any claims with those of other individuals.

12. Miscellaneous

  1. Force Majeure. Neither party is liable for delays or failures to perform due to causes beyond its reasonable control, such as natural disasters, war, terrorism, riots, or governmental actions.
  2. Assignment. You may not assign or transfer any rights or obligations under this Agreement without our prior written consent.
  3. Entire Agreement. These Terms, together with any Service Orders and our Privacy Policy, constitute the entire agreement between you and us relating to the Services.
  4. Severability. If any provision is deemed unenforceable, the remaining provisions remain in full effect.
  5. Changes to Terms. We may update these Terms of Use from time to time by posting a new version on our website or notifying you via email or other means. Your continued use after any changes indicates your acceptance of the updated terms.

If you have any questions about these Terms of Use, please contact us at [email protected].

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