Terms of Service

Last updated: August 4, 2026

1. Agreement

These Terms of Service (the "Terms") are a binding agreement between DAX CAPITAL LLC, a limited liability company organized under the laws of the State of Wyoming, United States, with its address at [Company Address] ("SMS Pulse", "we", "us"), and the business that creates an account or uses the SMS Pulse service (the "Merchant", "you"). By creating an account, connecting a store or using the service in any way, you accept these Terms, the Privacy Policy and the Acceptable Use Policy, which are part of this agreement.

Business use only. SMS Pulse is a business tool offered exclusively to merchants acting in the course of their trade or business. It is not offered to consumers. You represent that you are entering into these Terms on behalf of a business and that you have authority to bind it.

2. The service

SMS Pulse sends automated text messages on your behalf to customers of your Shopify store: recovery messages for abandoned checkouts and pending payments, post-purchase (aftersell) sequences, shipping status notifications, and one-off campaigns to your customers or to contact lists you upload. The service also provides analytics about those messages, including attributed orders, cost and revenue.

The service depends on third-party platforms we do not control, including Shopify, telecommunications carriers, SMS gateways, tracking providers and payment processors. Their availability, delivery decisions, filtering and pricing are outside our control.

3. Accounts

• You must provide accurate account and billing information and keep it current.
• You are responsible for safeguarding your credentials and for all activity under your account.
• We may refuse, suspend or close accounts that present legal, security, deliverability or abuse risk.

4. Fees and prepaid balance

• The service is prepaid. You top up a balance (minimum top-up applies) and each SMS sent deducts the price for the destination country shown on the pricing page inside the product at the time of sending.
• A message of up to 160 GSM characters counts as one SMS; longer messages count as two or more message segments, each charged separately.
• Campaigns are priced and shown to you before you confirm sending, and are charged at confirmation.
• Optional auto top-up, when enabled by you, charges your saved payment method automatically when your balance falls below the threshold you set.
• Per-SMS prices may change at any time; changes apply to messages sent after the change. The pricing page in the product is always the current price list for your account.
• All fees are exclusive of taxes. You are responsible for any applicable taxes, duties or levies.

5. No refunds

All payments are final and non-refundable. To the maximum extent permitted by applicable law:

• Top-ups, auto top-ups and campaign payments are non-refundable once made.
• Amounts deducted for sent messages are non-refundable, including messages that a carrier delays, filters or fails to deliver - delivery is outside our control (see Section 10).
• The prepaid balance is not money on deposit: it is a prepayment for services, is non-transferable, cannot be redeemed or exchanged for cash, and is not refunded when you stop using the service or close your account.
• If we terminate your account for a violation of these Terms or the Acceptable Use Policy, any remaining balance is forfeited.

Your balance does not expire while your account remains open and in good standing.

6. Your responsibilities: recipients, consent and content

You, not SMS Pulse, decide who receives messages and what they say. You are solely responsible for:

• Consent. Having a valid legal basis - including any legally required prior express consent - for every recipient you message through the service, under every law that applies to you and to your recipients. This includes, without limitation, the U.S. Telephone Consumer Protection Act (TCPA) and CTIA guidelines, the EU GDPR and ePrivacy rules, Canada's CASL, and equivalent local laws.
• Uploaded lists. Every contact list you upload. You represent and warrant that each contact on an uploaded list gave you valid consent to receive text messages from you, and that no list was purchased, rented, harvested or scraped.
• Message content. The content of your templates, campaigns and sender name, and their compliance with applicable law and the Acceptable Use Policy.
• Opt-outs. Not circumventing the opt-out mechanisms built into the service and honoring any opt-out request you receive through any other channel.
• Your own records. Keeping the proof of consent for your recipients. We may request it and may suspend sending until it is provided.

7. Indemnification

You will defend, indemnify and hold harmless SMS Pulse, its owners, officers, employees and agents from and against any claim, demand, regulatory action, loss, liability, damage, penalty, fine, cost or expense (including reasonable attorneys' fees) arising out of or related to: (a) the messages sent through your account, including their content, recipients and timing; (b) any actual or alleged absence of consent or violation of the TCPA, GDPR, CASL or any other communications, privacy or marketing law; (c) contact lists you upload; (d) your products, services or store; or (e) your breach of these Terms or the Acceptable Use Policy. This obligation survives termination.

8. Suspension and termination

• You may stop using the service and close your account at any time. Closing the account does not entitle you to a refund of any remaining balance (Section 5).
• We may suspend or terminate the service, in whole or in part, immediately and without prior notice if we reasonably believe your use violates these Terms or the Acceptable Use Policy, creates legal or deliverability risk, or if required by a carrier, gateway, platform or authority.
• Sections that by their nature should survive termination (including Sections 5, 7, 10, 11 and 12) survive.

9. Intellectual property

The service, including its software, design, documentation and trademarks, is owned by DAX CAPITAL LLC or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to use the service for your business during the term of this agreement. You retain all rights to your own content and data.

10. Disclaimers

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. WITHOUT LIMITING THE FOREGOING:

• We count and charge messages when they are sent to the carrier network. We do not warrant that any message will be delivered, or delivered within any time, and we have no control over carrier filtering, blocking, routing or outages.
• Recovery rates, revenue figures and examples shown on our website or in the product are illustrative and depend on your store; we do not warrant any business result.
• We do not warrant uninterrupted or error-free operation of the service or of the third-party platforms it depends on.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL; AND (b) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE IS LIMITED TO THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

12. Governing law, arbitration and class action waiver

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws rules.

Arbitration. Any dispute arising out of or relating to these Terms or the service that cannot be resolved informally will be finally resolved by binding arbitration on an individual basis, administered by a recognized arbitration provider under its commercial rules, in Wyoming or remotely by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court, and either party may seek injunctive relief in court for intellectual-property or unauthorized-access matters.

Class action waiver. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION AGAINST US.

13. Changes to these Terms

We may update these Terms from time to time. The current version is always at smspulse.io/terms with its date above. Material changes will be notified in the product or by email; continued use of the service after a change takes effect constitutes acceptance.

14. General

• Entire agreement. These Terms, the Privacy Policy and the Acceptable Use Policy are the entire agreement between the parties regarding the service.
• Severability. If a provision is held unenforceable, the remainder stays in effect.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

15. Contact

DAX CAPITAL LLC, [Company Address]. Questions about these Terms: info@smspulse.io.