Terms of Service

1. About these Terms

1.1 The agreement. These Terms of Service ("Terms") are a legal agreement between iSend LLC, a Wyoming limited liability company doing business as Caesar, with its principal office at 30 N Gould St, Ste R, Sheridan, WY 82801, USA ("Caesar", "we", "us", "our"), and the business that creates a Caesar account or uses the Services ("you", "your" or "Merchant"). They govern your access to and use of the Services.

1.2 Business use and eligibility. The Services are provided for business use only. You represent that you use them in the course of your trade or business and not as a consumer, and that each individual who uses them on your behalf is at least 18 years old, has reached the age of majority where that individual lives, and is legally able to enter into a binding contract.

1.3 Authority. If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind it, and "you" means that organization. If you do not have that authority, you are personally responsible for any loss caused by acting without it.

1.4 Acceptance. You agree to these Terms by checking a box, or by clicking "Continue" or a similarly labeled button (such as "Get started" or "Continue with Google"), next to a statement that doing so means you agree to them, or by otherwise using the Services. Documents and statements that we present at later steps, such as connecting your store, authorizing messages on your behalf, saving a payment method or starting your first Campaign, and that you confirm in the same way, form part of the Agreement.

1.5 Documents and order of precedence. The "Agreement" consists of these Terms, your Pricing Terms, and our Messaging Policy, Acceptable Use Policy, Billing and Refund Policy and Data Processing Addendum (the "DPA", including the Subprocessor List), which are together the "Policies" and are incorporated by reference. Our Privacy Policy and Cookie Policy are not contractual terms unless they expressly state otherwise. The Standard Contractual Clauses in the DPA prevail where they apply. Otherwise, in a conflict, your Pricing Terms prevail for prices, fees and billing only, then the DPA for personal data, then these Terms, then the other Policies. Terms in your purchase orders, procurement portals, invoices or other documents do not apply, even if we accept or process them.

1.6 Records of acceptance. We may keep records of your acceptance of these Terms and of any documents or statements presented to you, including when and how you accepted and which versions applied. Absent manifest error, those records are evidence of what you agreed to.

2. Definitions

• "Agent" means the AI sales agent that you activate to communicate with Recipients on your behalf.
• "Agent Settings" means the settings that govern the Agent, including your Campaigns, offers and incentives, maximum discount, store information, any persona under Section 4.3, and the escalation settings we configure for you.
• "Applicable Law" means all laws, regulations, binding guidance and court orders that apply to you, to us, or to a Message, Campaign, Recipient or use of the Services.
• "Business Day" means Monday through Friday, excluding US federal holidays.
• "Campaign" means an automated outreach program that you enable and that the Agent carries out when events in your store meet its conditions.
• "Channel" means iMessage, SMS/MMS, RCS or any other channel we make available for communicating with Recipients.
• "Dashboard" means your Caesar account interface at panel.caesar.io.
• "Lines" means the phone numbers, iMessage lines and accounts, sender names and registrations used to send or receive Messages.
• "Merchant Content" means the content you provide or approve, including your brand, product information, prices, offers and store policies.
• "Merchant Data" means data, including personal data, that you, your Users or your Store Platform make available to the Services, and all Messages exchanged with Recipients.
• "Message-Delivery Logs" means records of each Message's phone numbers, time, Line, Channel, delivery status and related opt-out events, excluding Message content.
• "Messages" means communications sent or received through the Services on any Channel, including their content and attachments, whether written by the Agent or by our team on your behalf.
• "Messaging Laws" means all laws and rules that apply to messaging and marketing, including the Telephone Consumer Protection Act (TCPA), Federal Communications Commission (FCC) rules, do-not-call rules, state telemarketing and texting laws, the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), the GDPR and ePrivacy rules, and carrier and Channel requirements such as the CTIA Messaging Principles, A2P 10DLC registration and the rules of Apple and Google.
• "Output" means content generated by the AI features of the Services.
• "Pricing Terms" means the prices and fees that apply to your account, how your spend is calculated, and when and how you are charged (such as your billing period, any charge threshold or any prepaid balance), as shown in your Dashboard or agreed at onboarding and recorded there. Pricing Terms may differ between merchants.
• "Recipient" means any person you message, or who messages you, through the Services.
• "Services" means Caesar's platform, the Agent, the Dashboard, integrations, APIs, messaging functionality, and any related onboarding, support or managed services.
• "Store Platform" means Shopify or another commerce platform that you connect to the Services.
• "Users" means the individuals you authorize to access your account.

"Including" means "including without limitation".

3. The Services

3.1 Description of the Services. Caesar is an AI sales agent for online stores. Once you activate it, the Agent contacts your customers on your behalf when events in your store meet the conditions of the Campaigns you enable, such as an abandoned checkout, and holds two-way, AI-written conversations with them over iMessage, SMS and RCS to recover sales and drive repeat purchases. Messages may include offers, discount codes and checkout or draft-order links within the offers and maximum discount you set. When a conversation requires attention, we escalate it to your support email or to our internal support and compliance team. The Dashboard displays selected conversations, highlights, results and charges.

3.2 Early access and changes. The Services are under active development and may be offered, in whole or in part, as early-access or beta features, which may be incomplete or behave unexpectedly and are provided "as is". We may change, add, suspend or remove features, integrations, Channels and limits, and set or change usage limits, at any time.

3.3 License to use the Services. While the Agreement is in effect, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Services for your internal business purposes in accordance with the Agreement.

3.4 Service providers. We deliver the Services through subprocessors and other third-party providers, including for hosting, AI generation and the Lines through which Messages are sent and received, including those listed on our Subprocessor List. We may add or replace them at any time. Changes to subprocessors that process your customers' personal data are made as described in Section 6 of the DPA.

3.5 Support and availability. We provide support by email at [email protected] and in the Dashboard during our normal business hours, and we use commercially reasonable efforts to keep the Services available. We offer no service level agreement or service credits, and a response to a support request is not a commitment to resolve it within any particular time.

3.6 Assistance from our team. Our team may help you set up and operate Caesar, including by drafting Agent Settings, handling escalated conversations, and replying to Recipients on your behalf, including under the persona described in Section 4.3. When we do so, we act on your behalf and within your instructions, Agent Settings and store policies, and the Messages our team sends within them are your Messages, for which you are responsible as if you had sent them yourself. You are responsible for reviewing and approving the Agent Settings we set up for you. The Dashboard displays selected conversations and highlights and does not necessarily display every Message. Records of the Messages sent on your behalf are available to you on reasonable request.

3.7 No exclusivity. The Agreement is non-exclusive. We may provide the Services, and similar services, to any other business, including your competitors, and no statement by our team creates any exclusivity, territory or category protection for you. We will not disclose your Confidential Information to other customers or use it to provide the Services to them, except for de-identified and aggregated data (Section 10.5) and model training as described in Section 8.5.

4. How Caesar works: human direction, AI assistance and sender responsibility

4.1 Activation and direction of the Agent. Caesar is a tool that you use, acting for your business, to conduct your own outreach. The Agent does not contact anyone until you activate it. By activating the Agent and enabling a Campaign, you instruct us to message, on your behalf, the customers who meet that Campaign's conditions. You determine whether to activate the Agent and which Campaigns to enable, which customers may be contacted through those Campaigns and their triggers, the offers and incentives the Agent may make and your maximum discount, and the store information the Agent follows. You supervise the Agent, and you may review, adjust or pause any Campaign, or all messaging, at any time.

4.2 Operation of the Agent. The Agent writes each Message with AI assistance and selects its wording, its timing and how to present each offer (such as through a discount code or a draft-order link) within your Agent Settings and the Messaging Policy. Caesar does not independently decide whom to contact. The Agent initiates conversations only with your store's customers, identified from the data your Store Platform makes available, who meet the conditions of a Campaign you have activated, and otherwise responds only to people who message you. Caesar never adds contacts from its own sources, never dials or generates phone numbers randomly or sequentially, and does not start a new Campaign, audience or purpose without your instruction. The operation of our automation within your settings does not make us the sender or transfer your responsibilities to us.

4.3 Persona. The Agent, and our team when replying on your behalf, may communicate using a first name or persona associated with your brand (for example, "Nikki from [your brand]"). You authorize the use of that persona for your Messages. The persona represents your business, and you are solely responsible for ensuring that its use complies with Applicable Law, including any obligation to disclose that a Recipient is communicating with AI (Section 6.11). We may add AI disclosures to Messages, or require you to do so, where we consider it appropriate.

4.4 Sender status. For all purposes, including under Messaging Laws, you are the sender, caller, initiator, originator, advertiser and seller for every Message sent on your behalf through the Services, and the party that makes or initiates each Message. Each Message is sent on your behalf, at your direction and because you activated the Agent and the Campaign behind it; we provide the technology that writes and transmits it. If a law or authority nonetheless treats us as having a particular role for a particular activity, we will meet the obligations that such role places directly on us, and that does not reduce your responsibilities under the Agreement.

4.5 No legal approval. We may review your account, Agent Settings and Campaigns at any time, and we may decline, delay, limit or pause them. A review, approval to go live, warning or suggestion from us is not legal advice or confirmation that your messaging is lawful, and it does not transfer any responsibility to us.

5. Your account and connected store

5.1 Account and Users. You must provide accurate, complete and current information, keep it up to date, and designate at least one account administrator. We may rely on instructions from your administrators and Users. You are responsible for your Users and for all activity conducted through your account, as if you had conducted it yourself.

5.2 Account security. You must keep credentials confidential, provide each User with an individual login, use multi-factor authentication where it is available, and remove access for individuals who no longer need it. If you suspect unauthorized access to your account, a User's credentials or a connected integration, you must notify us at [email protected] (subject "Security") promptly, and in any case within 24 hours. We may suspend access to the account while we investigate. Activity in your account, including any spend it incurs, is treated as yours, except to the extent it was caused by our breach of our security obligations.

5.3 Connecting your store. When you connect a Store Platform or any other integration we make available, you authorize us to access and use the data and functions covered by the permissions you grant in order to provide the Services, and you represent that you are entitled to grant that access. We do not change your products, inventory or prices, except to create discount codes or draft orders that present your offers to Recipients. If you disconnect the Store Platform or revoke permissions, parts of the Services will cease to function.

5.4 Verification. We may verify your identity, your business, its owners and managers, and your website, including through third-party identity-verification and sanctions-screening providers. You must provide the information we reasonably request, such as your legal business name, tax ID (such as an EIN), address and ownership details. We may refuse, limit or terminate the Services if we cannot complete verification or if the risk is unacceptable to us.

5.5 No sharing or resale. You may not sell, rent, share, sublicense or give third parties access to your account or the Services, or use the Services to operate messaging for other businesses, such as in the capacity of an agency or reseller, unless we agree otherwise in writing.

6. Your responsibilities and warranties as the sender

You are solely responsible for your use of the Services and for every Message sent on your behalf. You represent, warrant and agree, on an ongoing basis, as follows.

6.1 Compliance and consent. You determine the recipients, through the Campaigns you activate, and the offers the Agent may make, and you authorize the Agent to write and time each Message within your Agent Settings and the Messaging Policy. You are solely responsible for ensuring that every Message complies with Applicable Law. Before any Message is sent to a Recipient through the Services, you must have obtained, and be able to document, every consent and permission that Applicable Law requires for that Message, including prior express written consent where the law requires it (for example, for automated marketing text messages in the United States). Consent must be obtained and recorded as described in the Messaging Policy, on every Channel. We check the consent status you provide or record, but we do not verify that your consents are valid, and any tools we provide to help you track consent do not transfer this duty to us.

6.2 Opt-outs. Caesar's system automatically honors opt-outs that Recipients send in reply to your Messages, including STOP, UNSUBSCRIBE, CANCEL, END, QUIT and other standard opt-out keywords and their common equivalents. That automation is a convenience and does not transfer the legal duty to us. You remain solely responsible for honoring every opt-out, including opt-outs you receive through any other channel, and for not re-adding or messaging anyone who has opted out unless that person gives fresh consent. You will not upload, import or message any number that you know or should know is on a do-not-contact, do-not-call or suppression list.

6.3 Compliance with law. You must use the Services only for lawful purposes, and you must comply with all Messaging Laws, industry rules and other Applicable Law that applies to your business and messaging. These include the TCPA and FCC rules, the Florida Telephone Solicitation Act and other state telemarketing and texting laws, A2P 10DLC and CTIA requirements, the CAN-SPAM Act, CASL, the GDPR and ePrivacy and PECR rules, consumer-protection, advertising, pricing, privacy and data-protection laws, and any other applicable laws. You must also comply with the Messaging Policy and the Acceptable Use Policy.

6.4 Registrations. You must provide accurate and complete information for any brand, campaign or sender registration (such as US A2P 10DLC registration) and keep it current. You authorize us and our providers to submit it on your behalf, as described in Section 9.3.

6.5 Your business and your commitments. You are solely responsible for your goods and services and for your business generally, including your offers and discounts, the description, quality, safety and legality of your goods and services, pricing, availability, fulfillment, shipping, returns, refunds, warranties, taxes, customer support, and every commitment made to Recipients through the Services.

6.6 Accurate store information. You must keep the information on which the Agent relies truthful and current, and correct it promptly when it changes. This includes prices, stock, shipping times, return and refund policies, warranties and promotion terms.

6.7 Your privacy notice. Your privacy notice and SMS terms must accurately describe your messaging program and your use of service providers, including AI-assisted messaging through Caesar.

6.8 Notice of complaints and incidents. You must notify us within 24 hours of receiving any of the following that relates to your use of the Services: a material complaint; a demand letter or lawsuit; a regulator or carrier inquiry or warning; an unusual spike in opt-outs or complaints; or a suspected security or data incident.

6.9 Records on request. Upon our request, you must provide, within two Business Days, any records we reasonably require to confirm compliance, including consent records, the source of contacts, opt-in language, and your privacy notice and SMS terms.

6.10 Costs caused by your messaging. You will reimburse us for any fines, penalties, surcharges, blocking or remediation fees and other costs charged by carriers, registries, Channel providers or authorities that result from your Messages, Campaigns or breach of the Agreement, regardless of the party to which they are first charged.

6.11 AI disclosures. You are solely responsible for any legal obligation to disclose to Recipients that they may be interacting with AI or an automated or bot system, including any obligation under the California Bolstering Online Transparency (B.O.T.) Act (Cal. Bus. & Prof. Code § 17940 et seq.) and the transparency requirements of Article 50 of the EU AI Act, and you must make any such disclosure that applies to your messaging.

6.12 Controller role. For your customers' personal data processed through the Services, you are the controller (or "business"), and we act as your processor (or "service provider") as described in the DPA.

6.13 Suitability. You are responsible for evaluating whether the Services are appropriate for your business, and for monitoring your Campaigns, offers and results.

7. Offers and commitments

7.1 Offers and limits. Before a Campaign goes live, you must set and approve the offers and incentives the Agent may make and your maximum discount, so that no single Message or Recipient request can create a disproportionate commitment for your business.

7.2 Statements made within Agent Settings. Offers, discount codes, answers, confirmations and other statements the Agent makes within your Agent Settings are made on your behalf and with your authority, and you are responsible for honoring them.

7.3 No payments or contracts by default. The Agent may share information, your offers, and checkout or draft-order links for the Recipient to complete and pay through your store. It does not take payments, collect payment card details, issue refunds, cancel or change existing orders, or agree to terms beyond your store policies, unless we make a feature available for that purpose and you enable it.

7.4 Malfunction exceeding your maximum discount. If a malfunction of the Services causes the Agent to offer more than your maximum discount, you must notify us within 14 days after the Message. We will credit the fees charged for the affected conversations. This credit is your sole and exclusive remedy for the malfunction.

8. AI features

8.1 Nature of AI output. Output is generated on a probabilistic basis. It may be inaccurate, incomplete, off-brand or unexpected, the same input may produce different Output, and other customers may receive similar Output.

8.2 Safeguards. We may use safeguards such as system instructions, filters, limits and human review, and we may refuse to generate or send certain content. Safeguards are a convenience. They reduce risk but cannot eliminate it, and they do not reduce your responsibility, including for monitoring the Agent's activity in proportion to the risk of your Campaigns.

8.3 No professional advice. Output is not legal, tax, financial, medical or other professional advice.

8.4 AI providers. Output is generated using third-party AI model providers under terms that do not permit them to train their own models on your data.

8.5 Model training. Unless you switch model training off in your Dashboard settings, you authorize us to use Merchant Data, including Message content, to train, evaluate and improve Caesar's own models and Services, including models used to provide the Services to other customers. We de-identify data used for training where feasible, and we take reasonable measures designed to prevent our models from disclosing your Merchant Data to other customers. Switching model training off applies to data processed after the change and does not require us to retrain or delete models that have already been trained. We use data obtained from your Store Platform for training only to the extent that platform's terms permit.

9. Channels and Lines

9.1 Third-party Channels. Channels are operated by third parties, including Apple for iMessage and mobile carriers and their vendors for SMS and RCS, which may filter, delay, limit or block Messages, change their rules or cease offering a Channel at their discretion. A Message may be sent over a Channel other than the one first attempted, and your consents and registrations must cover every Channel used.

9.2 Lines. Lines are owned or operated by our subprocessors and other third-party providers, not by Caesar or by you. We arrange for your Messages to be sent through Lines, and you receive only a limited right to have your Messages sent through them while the Agreement is in effect. You acquire no ownership or other rights in any Line, and you may not port, transfer, sell or encumber any Line. A Line may be dedicated to your brand or shared with other brands. The Agent identifies your brand in each conversation it conducts on your behalf; you must keep your brand details in your Agent Settings accurate and must not instruct us to omit or misstate them. An opt-out received on a shared Line may stop Messages to that Recipient from every brand using it. We or our providers may replace, pause, restrict or withdraw any Line at any time, and we do not guarantee that your Messages will continue to be sent from the same Line. Your right to have Messages sent through the Lines ends when the Agreement ends.

9.3 Registrations on your behalf. You authorize us and our providers to register your brand and Campaigns with The Campaign Registry, carriers and Channel providers (such as for A2P 10DLC), using the business details you provide or approve. Approval is not guaranteed, and carriers set their own throughput limits.

9.4 No delivery guarantee. We do not guarantee that any Message will be delivered, delivered on time, displayed in a particular format, read or answered, or that any Channel or Line will remain available.

9.5 Trademarks. Apple and iMessage are trademarks of Apple Inc. Caesar is not affiliated with, endorsed by or sponsored by Apple. Other third-party names and marks belong to their respective owners.

9.6 New Channels and features. New Channels or features we make available may be subject to additional rules, which form part of the Agreement once you use them.

10. Data

10.1 Personal data and your data rights. Our processing of personal data in Merchant Data is governed by the DPA (Section 6.12). You represent that you have all rights, notices, consents and legal bases necessary to make Merchant Data available to us and to have it processed through the Services, and you are responsible for responding to your Recipients' privacy requests, with our assistance as described in the DPA. We retain and delete Merchant Data as described in the DPA.

10.2 Our own records. We process certain data for our own purposes as an independent controller, as described in our Privacy Policy, including account, billing and verification data; data for security, fraud and abuse prevention, including the platform-wide do-not-contact list; compliance records, such as acceptance records, opt-out and do-not-contact records, Message-Delivery Logs and the record of consent status we received for each contact; and records relating to a specific abuse report, legal claim or regulatory inquiry, which may include the Messages involved and are retained only for as long as that matter requires.

10.3 No sensitive data. You must not submit, or configure the Agent to request from Recipients, payment card or bank account details, Social Security or other government ID numbers, passwords or one-time codes, health information, precise geolocation, data about anyone you know to be under 18, or any other sensitive or special-category data. Payments must be processed through your store's secure checkout.

10.4 License to Merchant Data. You grant us a worldwide, royalty-free, non-exclusive license to host, copy, process, transmit, adapt and display Merchant Data and Merchant Content to provide, secure, support and improve the Services, to train and improve our models as described in Section 8.5, to create de-identified and aggregated data under Section 10.5, to comply with law, and as the DPA permits.

10.5 De-identified and aggregated data. We may create and use de-identified and aggregated data derived from the use of the Services, such as reply rates or common questions, for analytics, benchmarking, security and improving our products, provided that neither you nor any Recipient can reasonably be identified from it. We will not attempt to re-identify it.

10.6 Your own records. The Services are not an archive. You are responsible for retaining any records you need, including your consent records.

10.7 Store Platform requirements. We handle data from your Store Platform in accordance with that platform's API and data-protection requirements, including Shopify's requirements for protected customer data and the consent choices recorded for your customers.

11. Acceptable use and restrictions

11.1 Policies. You must comply, and ensure that your Users comply, with the Acceptable Use Policy and the Messaging Policy.

11.2 Restrictions. You must not, and must not help anyone else to: copy, modify, reverse engineer, decompile or attempt to extract the source code, models, prompts or system instructions of the Services, except where the law permits it despite this restriction; use the Services or Output to build or train a competing product; publish benchmarks without our permission; scrape the Services or access them by automated means other than our published APIs; test the security of the Services without our written permission; circumvent usage limits, filters, guardrails, authentication or billing controls; interfere with or overload the Services; or remove proprietary notices.

11.3 No emergency use. The Services are not designed for emergency, life-safety or other critical communications, and you must not use them where a failure or error could cause death, injury or serious damage.

12. Fees, billing and payment

12.1 Pay-as-you-go. Caesar is pay-as-you-go. Once your Campaigns are live, spend accrues as the Agent works on your behalf, in accordance with the work it performs and the results it produces, at the prices in your Pricing Terms. Spend is not capped and varies with the Agent's activity and results. Spend may include messaging, carrier and provider costs, and your Pricing Terms may include other fees. In these Terms, "fees" includes spend.

12.2 Payment authorization and billing. You must keep a valid payment method on file. By saving it, you authorize us and our payment processor (currently Stripe) to charge it, with no end date, for your spend and other fees as they accrue, until the Agreement ends and all amounts owed are paid. We charge your payment method at the times set out in your Pricing Terms, such as each time your balance reaches a charge threshold, at the end of each billing period, or both, or we may require you to fund a prepaid balance from which spend is drawn. We may set or change your charge threshold, billing period or prepayment requirement at any time, including based on your payment history or risk. Receipts or invoices are sent to your billing email.

12.3 Pausing. Once you pause a Campaign, no new spend accrues for that Campaign, and once you pause all messaging, no new spend accrues, except spend that, under your Pricing Terms, relates to conversations that took place before the pause.

12.4 Records and disputes. Your Dashboard shows your spend and charges and the activity to which they relate, and our records are the basis for charges, absent manifest error. You must raise disputed charges within the time limits in the Billing and Refund Policy. Undisputed amounts remain payable.

12.5 Pass-through fees and taxes. Carrier, registration, vetting, Channel and similar third-party fees may be passed through to you, as shown in your Pricing Terms or at cost when imposed. Fees exclude sales, use, value-added, goods-and-services and similar taxes, which you must pay (other than taxes on our net income), and we may add them to your charges. If you must withhold tax, you will increase your payment so that we receive the full amount.

12.6 Failed payments. If a charge fails, we may retry it, request another payment method, and pause your Campaigns until the amount is paid.

12.7 Chargebacks. You must contact us before disputing a charge with your bank. A chargeback without good reason is a material breach of the Agreement, and we may pause the Services while it is resolved and recover the resulting fees.

12.8 Price changes. We may change our prices and fees at any time. Pass-through third-party fees may change whenever the third party changes them. Changes apply only to spend and fees incurred after they take effect.

12.9 Refunds. Spend is earned once incurred. Spend and fees are non-refundable, except as stated in the Billing and Refund Policy or as required by law.

12.10 Credits, promotions and set-off. Promotional credits, trials or discounts, including any offered through a Referral Partner (Section 14.4), apply only if they appear in your Pricing Terms, may expire and have no cash value. You will pay fees without set-off or deduction, except for credits we issue under the Billing and Refund Policy.

13. Intellectual property

13.1 Our intellectual property. We and our licensors own all rights, title and interest in and to the Services, including the platform, software, models, prompts, playbooks, dashboards, documentation and all related intellectual property, and all improvements to them. These Terms do not grant you any rights in our intellectual property except the limited right to use the Services described in Section 3.3.

13.2 Your intellectual property. You retain all rights in Merchant Data and Merchant Content, subject to the license in Section 10.4.

13.3 Output. As between you and us, you own the Output generated for your Messages, to the extent any rights exist in it, excluding our playbooks, system instructions and other technology and any third-party material. You are responsible for determining whether Output is suitable for your use.

13.4 Feedback. If you provide feedback or suggestions, we may use them without restriction or payment.

13.5 Customer references. We may identify you as a Caesar customer on our website and in sales materials, using your business name and logo, until you ask us to stop by emailing [email protected].

13.6 Infringement claims. If a third party claims that the Services infringe its rights, we may obtain the right for you to continue using them, modify or replace the affected part, or cease providing it and refund any prepaid fees for it.

14. Confidentiality

14.1 Confidential Information. "Confidential Information" means non-public information that one party discloses to the other and that is marked as confidential or would reasonably be understood to be confidential. Ours includes non-public features, pricing, prompts, playbooks and security information. Yours includes non-public Merchant Data.

14.2 Obligations. The receiving party will use Confidential Information only to exercise its rights and perform its obligations under the Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, affiliates, advisers, investors and providers who need to know it and are bound by similar obligations, or as the Agreement otherwise permits (including Sections 3.7, 8.5, 9.3, 10, 14.4 and 16.3).

14.3 Exceptions and duration. Confidential Information does not include information that is or becomes public without a breach of this Section, that the receiving party already lawfully knew or lawfully received from a third party, or that it developed independently. A party may disclose Confidential Information when required by law, giving notice first where the law permits and disclosing only what is required. These obligations continue for three years after the Agreement ends or, if longer, for as long as the receiving party holds the information, and for trade secrets for as long as they remain trade secrets.

14.4 Referral Partners. If you joined Caesar through a member of our affiliate program (a "Referral Partner"), we may share with that Referral Partner your business name, your signup date, whether your account is active, and the amounts it has earned from your account, so that it can track its referrals and earnings. We never share your Recipients' data or your conversations with Referral Partners. Referral Partners are independent, cannot make promises or offers on our behalf, and we are not responsible for their statements, except for offers that appear in your Pricing Terms.

15. Third parties and security

15.1 Third parties. The Services rely on third parties, including your Store Platform, our subprocessors and other providers, Apple, mobile carriers and payment processors. Their own terms apply to your use of their services. We do not control third parties and, except for our obligations for our subprocessors under the DPA, we are not responsible for any act, omission, decision or failure of any third party, or for any resulting change, interruption or loss of any part of the Services.

15.2 Security. We maintain reasonable administrative, technical and organizational safeguards appropriate to the risk, as described in the DPA, but no system is completely secure and we cannot guarantee that the Services will be free of attacks or errors. You are responsible for the security of your devices, networks, accounts, credentials, API keys and integrations, and for following our reasonable security instructions.

15.3 Security incidents and vulnerabilities. If you suspect a security incident involving the Services, you must notify us at [email protected] (subject "Security"), preserve evidence and cooperate with our investigation. Suspected vulnerabilities should be reported in the same way. Testing the Services requires our written permission.

16. Monitoring, cooperation and information sharing

16.1 Monitoring. We may monitor usage, metadata, configurations and Message content to operate and bill for the Services, provide support, maintain security, prevent fraud and abuse, and comply with Applicable Law and carrier and Channel rules. We monitor for these purposes only. Our monitoring, or any failure to detect an issue, is not a review or approval of your messaging (Section 4.5) and does not transfer your responsibilities to us. Records of the Messages sent on your behalf are available to you on reasonable request (Section 3.6).

16.2 Cooperation and audits. You will cooperate with us in good faith on any compliance, security, fraud or regulatory matter relating to your use of the Services, including by providing records under Section 6.9. If we reasonably suspect a breach of the Agreement, we or an independent auditor may review your use of the Services and the relevant records, at your cost if the review identifies a material breach.

16.3 Information sharing. We may share information about you and your use of the Services with carriers, registries, Channel and line-infrastructure providers, Apple, your Store Platform, payment processors and authorities where we reasonably consider it necessary to operate the Services, comply with the law or their rules, respond to a lawful request, investigate suspected abuse, or protect people or our rights. We limit what we share to what is reasonably necessary.

16.4 Filters. We may block, delay or change Messages that our filters or controls flag as a legal, security, abuse or reputational risk, even if a Message would have been lawful. We are not liable for any such action taken in good faith.

17. Suspension and termination

17.1 Suspension. We may, immediately and without notice where we reasonably consider it necessary, suspend, throttle or restrict all or part of the Services, including a single Campaign, Channel, Line, integration or User, if we reasonably believe that you have breached or are likely to breach the Agreement or Applicable Law; that you have not provided consent records or other information we requested; that your use creates a legal, regulatory, security, fraud, abuse, reputational or technical risk; that complaint, opt-out, block or failure rates are abnormal; that a carrier, registry, Channel provider, Store Platform, payment processor or authority requires or requests it; that a payment is overdue; or that your usage is unusual or exceeds limits. Suspension does not affect accrued fees, and we are not liable for losses it causes. We will restore the Services when we are reasonably satisfied that the issue has been resolved, but we cannot guarantee that third-party blocks or lost Lines can be reversed.

17.2 Termination by you. You may pause your Campaigns and close your account at any time in the Dashboard or by emailing [email protected]. Spend and fees that accrued before closure remain payable.

17.3 Termination for convenience. We may terminate the Agreement for any reason by notice to you.

17.4 Immediate termination. We may terminate the Agreement, or refuse to provide the Services, immediately and without notice if you materially or repeatedly breach the Agreement, including the Messaging Policy or Acceptable Use Policy; if you, your owners or managers commit a crime, are reasonably suspected of fraud or money laundering, or work with or for criminal organizations; if any statement in Section 18 is or becomes untrue; if you become insolvent, cease doing business or enter bankruptcy or a similar process; if a carrier, Channel provider, Store Platform, payment processor or authority requires us to cease serving you; or if continuing would, in our reasonable judgment, expose us, Recipients or others to material legal, regulatory, security or reputational harm. You have no claim for lost profits, lost revenue or other loss arising from a termination under this Section.

17.5 Effect of termination. When the Agreement ends, your access and your right to use Lines end, and all spend and fees that have accrued become due. You may export your data as described in the DPA, but if you uninstall the Caesar app from Shopify, Shopify requires us to delete your store data shortly afterward, so you should export it before uninstalling. We may withhold an export where the law prohibits it or to prevent harm. We delete Merchant Data as described in the DPA and retain only the records we are permitted or required to retain.

17.6 Survival. Provisions that by their nature should survive termination will survive, including Sections 4.4, 6, 7.2, 7.4, 9.2, 9.4, 10, 12, 13, 14, 15, 16, and 17 to 24.

18. Sanctions and compliance

18.1 Sanctions. You represent, and will ensure that it remains true, that none of you, your owners, managers or Users is named on, owned or controlled by, or acting for anyone named on a sanctions or restricted-party list, including OFAC's Specially Designated Nationals and Blocked Persons List, the US Commerce Department's Entity List and the sanctions lists of the United Nations, the European Union and the United Kingdom, and that you are not located, organized or ordinarily resident in a country or region subject to comprehensive US sanctions. We do not provide the Services to businesses located or organized in Russia or Belarus. You will not use the Services in violation of any sanctions, embargoes or export controls, and you must notify us immediately if any statement in this Section ceases to be true.

18.2 Anti-corruption, licenses and no evasion. You will comply with anti-bribery, anti-corruption, anti-money-laundering and anti-fraud laws, and you will not use the Services to facilitate improper payments, concealment or deceptive sales practices. You are responsible for any licenses, permits and registrations that your business, products and Campaigns require, including any state telemarketing registrations. You will not structure your accounts, data, Messages or payments to avoid our controls, Channel rules or Applicable Law.

19. Disclaimers

19.1 No warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

19.2 No guarantee of results. EXCEPT FOR ANY GUARANTEE THAT WE EXPRESSLY PROVIDE IN WRITING, SUCH AS IN YOUR PRICING TERMS OR IN GUARANTEE TERMS THAT WE PUBLISH, AND ONLY ON THE CONDITIONS STATED THERE, WE DO NOT PROMISE ANY LEVEL OF REVENUE, RECOVERED CARTS, RETURN ON AD SPEND, CONVERSION, REPLY, OPEN, ANSWER OR DELIVERY RATE, OR ANY OTHER OUTCOME. RESULTS, CASE STUDIES OR FIGURES SHOWN IN OUR MARKETING OR DEMOS ARE ILLUSTRATIVE ONLY AND ARE NOT A PROMISE OR PREDICTION OF YOUR RESULTS.

19.3 No delivery or availability guarantee. WE MAKE NO WARRANTY THAT ANY MESSAGE WILL BE DELIVERED OR READ, OR THAT ANY CHANNEL, LINE, CARRIER, APPLE OR IMESSAGE SERVICE, OR THIRD-PARTY PROVIDER WILL ACCEPT OR CONTINUE TO SUPPORT YOUR MESSAGING.

19.4 No compliance guarantee. FEATURES THAT ASSIST WITH COMPLIANCE, SUCH AS OPT-OUT HANDLING, CONSENT-STATUS CHECKS, QUIET HOURS, FREQUENCY LIMITS, AI DISCLOSURES, CONTENT FILTERS AND CAMPAIGN REVIEWS, ARE AIDS, NOT GUARANTEES. THEY DO NOT MAKE YOUR MESSAGING LAWFUL AND DO NOT SHIFT YOUR RESPONSIBILITY TO US.

19.5 AI output. YOU USE OUTPUT AT YOUR OWN RISK. OUTPUT MAY BE INACCURATE OR INCOMPLETE, AND YOU MUST NOT RELY ON IT AS A SOLE SOURCE OF TRUTH OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

19.6 Mandatory law. Nothing in these Terms excludes any warranty that cannot be excluded under Applicable Law.

20. Limitation of liability

20.1 No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR AFFILIATES, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, DATA, GOODWILL, REPUTATION OR BUSINESS OPPORTUNITY, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY.

20.2 Specific exclusions. TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR: (A) THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING STORE PLATFORMS, APPLE, CARRIERS, MESSAGING AND LINE-INFRASTRUCTURE PROVIDERS, AI PROVIDERS AND PAYMENT PROCESSORS; (B) THE FILTERING, BLOCKING, DELAY OR NON-DELIVERY OF ANY MESSAGE; (C) YOUR FAILURE TO OBTAIN OR RECORD CONSENT OR TO HONOR OPT-OUTS, OR ANY UNLAWFUL OR NON-COMPLIANT MESSAGING BY YOU; (D) FINES, PENALTIES OR STATUTORY DAMAGES ARISING FROM YOUR MESSAGING OR YOUR BUSINESS; (E) OFFERS OR STATEMENTS MADE WITHIN YOUR AGENT SETTINGS; OR (F) ACTIONS WE TAKE IN GOOD FAITH UNDER SECTIONS 16 AND 17.

20.3 Liability cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, EXCLUDING PASS-THROUGH THIRD-PARTY FEES AND TAXES, AND (B) ONE HUNDRED US DOLLARS (US$100).

20.4 Single cap and scope. The cap in Section 20.3 is a single aggregate cap for all claims of every kind, combined across these Terms, the DPA and the other Policies. This Section 20 limits only our liability (and that of the persons listed in Section 20.1), not yours, including your obligation to pay fees and your obligations under Section 21. These limitations do not apply to our liability for fraud or to any liability that cannot be limited under Applicable Law. They are an essential part of the Agreement and of our pricing, and they apply even if a remedy fails of its essential purpose.

21. Indemnification

21.1 Your indemnity. You will defend, indemnify and hold harmless Caesar and its affiliates, members, managers, officers, employees, contractors, agents and licensors (the "Caesar Parties") from and against all claims, demands, investigations and proceedings, and all resulting losses, damages (including statutory damages), fines, penalties, settlements, judgments, costs and reasonable attorneys' fees (including in individual, class, collective and regulatory actions), that arise out of or relate to:

• (a) your Messages, Campaigns, Agent Settings, Merchant Content or Merchant Data, including any persona used for your Messages;
• (b) any actual or alleged lack of consent, notice or permission, or any failure to honor an opt-out or do-not-call request;
• (c) any actual or alleged violation of Messaging Laws, including the TCPA, FCC rules, state telemarketing and texting laws, CAN-SPAM, CASL, the GDPR, ePrivacy rules, and carrier and Channel requirements;
• (d) any failure to make a disclosure the law requires of you about AI, bots or automated messaging;
• (e) your goods, services, offers, prices and promotions, and any dispute with your customers;
• (f) inaccurate information you provide for registrations or verification;
• (g) your breach of the Agreement or Applicable Law;
• (h) the acts or omissions of your Users;
• (i) your Store Platform or other third-party accounts you connect.

21.2 Exception. You are not required to indemnify the Caesar Parties for the portion of a claim caused by our willful misconduct, gross negligence, or material breach of the Agreement.

21.3 Process. We will notify you of a claim within a reasonable time, and a delay reduces your obligations only to the extent it materially prejudices your defense. We may control the defense and settlement with counsel of our choice at your expense, or permit you to do so, and you will cooperate. You may not settle a claim in a way that admits fault on our behalf, imposes obligations on us or affects our rights without our prior written consent.

21.4 No cap; survival. Your obligations under this Section are not subject to the cap in Section 20, and they survive termination.

22. Dispute resolution, arbitration and class action waiver

22.1 Informal resolution. Before commencing any proceeding, a party must send a written notice of the dispute describing the issue and the relief sought, by email to [email protected] for notices from you and to your account email for notices from us. The parties will then attempt in good faith to resolve the dispute for at least 30 days. Either party may seek relief under Section 22.3 at any time.

22.2 Binding arbitration. Except as stated in Section 22.3, any dispute, claim or controversy arising out of or relating to the Agreement or the Services, including disputes about formation, scope or validity, will be resolved by final and binding arbitration, except that a court decides disputes about Section 22.4. The Federal Arbitration Act governs this Section. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where they apply, its Mass Arbitration Supplementary Rules, before a single arbitrator, seated in Cheyenne, Wyoming, in English, with hearings by videoconference where possible. The arbitrator may award any individual relief a court could award, judgment on the award may be entered in any court with jurisdiction, and fees are allocated under the AAA rules unless the arbitrator decides otherwise.

22.3 Exceptions. Either party may bring an individual claim in small-claims court if it qualifies; seek temporary or preliminary injunctive relief in court to protect intellectual property, Confidential Information or the security of the Services, or to stop unauthorized use of the Services; and bring claims for indemnity or contribution, including under Section 21, in the court or arbitration in which the related third-party claim is pending.

22.4 Class and collective action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NEITHER PARTY MAY BRING OR TAKE PART IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER. If a court finds this waiver unenforceable for a particular claim, that claim (and only that claim) will be decided in court under Section 22.7 and stayed until any arbitrable claims are resolved.

22.5 Jury waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

22.6 Time limit for claims against Caesar. Any claim by you against the Caesar Parties arising out of or relating to the Agreement or the Services must be brought within one (1) year after it arises, unless the law does not permit a shorter period, or it is permanently barred. This Section does not apply to our claims for unpaid fees, for indemnity under Section 21 (which arise when the third-party claim is made against us), or for breach of the Messaging Policy, the Acceptable Use Policy, Section 11 or Section 18.

22.7 Governing law and courts. The Agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of Wyoming, without regard to conflict-of-law rules, and the UN Convention on Contracts for the International Sale of Goods does not apply. Any claim that is not arbitrated will be brought only in the state or federal courts located in Laramie County, Wyoming, and both parties consent to their jurisdiction and venue.

23. Changes to these Terms and the Policies

23.1 Updates and notice. We may update these Terms and the Policies at any time. We will post the new version with a new effective date, keep previous versions at caesar.io/legal, and notify you of material changes by email to your account administrators or in the Dashboard. Changes take effect on the date stated in the notice or, if no date is stated, when the updated document is posted. Changes to fees are governed by Section 12.8.

23.2 Acceptance of changes. We may require you to accept updated documents in the Dashboard. If you continue to use the Services after a change takes effect, you accept the change. If you do not agree, you must stop using the Services and close your account before the change takes effect.

23.3 Disputes already raised. Changes to Section 22 do not apply to a dispute that was already notified under Section 22.1 before the change took effect.

24. General

24.1 Notices. We may send notices to the email addresses on your account or post them in the Dashboard. Email notices are deemed received on the next Business Day after we send them, and you must keep your contact details current. Legal notices to us, including dispute notices, must be sent by email to [email protected] with "Legal Notice" in the subject line and are effective when we receive them; you may also send a copy by courier to iSend LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, USA. Messages sent to support or chat channels are not legal notices. We may send you operational, security, billing and legal messages regardless of your marketing preferences.

24.2 Entire agreement. The Agreement is the entire agreement between you and us regarding its subject matter and supersedes any prior agreement or understanding. In entering into it, you have not relied on any statement, forecast or marketing figure that is not contained in the Agreement.

24.3 Assignment. You may not assign or transfer the Agreement, including by merger or change of control, without our written consent. We may assign it to an affiliate or to a successor in a merger, acquisition, reorganization or sale of assets.

24.4 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as outages, carrier, Channel, cloud or AI-provider failures, cyberattacks, natural disasters, war, labor disputes and government action. This does not excuse payment of fees that have already accrued.

24.5 Relationship of the parties. The parties are independent contractors, and the Agreement creates no partnership, joint venture, franchise, employment or fiduciary relationship. Our authority to act on your behalf is limited to operating the Services as described in the Agreement.

24.6 No third-party beneficiaries. No person other than you and us (and, for Section 21, the Caesar Parties) has rights under the Agreement. Recipients and Referral Partners have no rights under it.

24.7 Severability and waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary, and the remainder of the Agreement remains in effect. A failure to enforce a provision is not a waiver.

24.8 Electronic contracting, language and headings. The Agreement may be accepted and signed electronically, the English version governs, and headings are for convenience only and do not affect its interpretation.

24.9 Contact information. Legal notices and privacy requests: [email protected]. Support, billing, security and abuse reports: [email protected]. Mail: iSend LLC (Caesar), 30 N Gould St, Ste R, Sheridan, WY 82801, USA.