Merchant Terms of Service

WallaB.AI is a subscription-retention platform for Shopify merchants (the “Service”). It comprises the merchant dashboard, the shopper subscription portal, the WallaB.AI app for Shopify, and WallaB, our AI concierge that converses with your subscribers at cancellation and can propose retention offers within limits you configure. The Service also runs subscription billing schedules through Shopify, failed-payment (dunning) retries, win-back campaigns, and merchant messaging and email.

These Terms govern your commercial relationship with us. The EULA grants the software license to use the app itself; where the EULA and these Terms address the same subject, these Terms control for Merchants. The Acceptable Use Policy governs how the Service may be used and the Privacy Policy governs data handling. Together these form the entire agreement between you and WallaB.AI.

To use the Service you must operate a Shopify store, be at least 18 years old, and be able to form a binding contract. The Service is a business-to-business tool and is not directed to consumers or to individuals under 18.

Your account responsibilities

• •Keep your login credentials confidential and limit access to staff you authorize; you are responsible for activity under your account.
• •Ensure the accuracy of the account and store information you provide.
• •Configure the Service's settings — including guardrails, offers, campaigns, and messaging — in a manner that is lawful and consistent with your own policies.
• •Promptly notify us of any unauthorized access at support@wallab.ai.

You are responsible for your authorized users and for any staff, contractors, or agents who access the Service through your account, as if their acts were your own.

WallaB.AI is offered on a tiered plan model. Current plans are a free tier (up to $500/month in subscription revenue) and paid tiers at $10, $30, and $100 per month, each with a higher subscription-revenue allowance; the WallaB AI concierge is included on every tier with no per-message fees. Current pricing is published at wallab.ai/pricing and may change as described in Section 16.

When paid billing is enabled, fees for the Service will be billed through Shopify’s app-billing system and are subject to Shopify’s billing terms. Fees are stated exclusive of taxes; you are responsible for any taxes arising from your use of the Service other than taxes on our net income. Except as required by law or expressly stated, fees are non-refundable. We will give notice of fee changes before they take effect, and your continued use after a change takes effect constitutes acceptance of the new fees.

“Merchant Content” means everything you supply to or configure in the Service: your products and selling plans, guardrail settings (maximum discount, allowed offer types, pause durations, tone), offer and campaign copy, email templates, messaging content, branding, and instructions to WallaB.

You retain all rights in your Merchant Content. You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Merchant Content solely to operate and improve the Service for you and to process end-customer data on your behalf as described in Section 8. You represent that you have all rights needed to provide the Merchant Content and that it, and the offers and messages you configure, do not violate law or third-party rights.

WallaB is an AI concierge that converses with your end customers (for example, when a customer attempts to cancel) and can propose and apply retention offers such as a skip, pause, plan swap, or discount. This Section governs how WallaB acts on your behalf; the AI-specific disclaimers are in Section 7.

You own and configure the guardrails

• •You configure the limits that constrain WallaB: the maximum discount, which offer types are allowed, allowed pause and swap options, and tone. These guardrails are yours.
• •Every offer WallaB proposes is validated against your configured guardrails on our server before it is applied. The AI is never trusted to police its own limits; the server enforces them.
• •You authorize WallaB to act within your configured guardrails on your behalf, and any offer applied by WallaB within those guardrails is deemed authorized by you.
• •You are responsible for the commercial consequences of the guardrails you configure — an offer that is within your limits is your offer.
• •A plain, always-available cancellation path is presented to your customers throughout the concierge flow; a customer never has to converse with WallaB to cancel.
• •Every AI decision — the offer proposed, the outcome, and audit metadata — is logged and is reviewable by you in your dashboard, along with the full conversation transcript.

WallaB is powered by probabilistic AI models. In addition to the general disclaimers in Section 6, you acknowledge and agree to the following, which are specific to AI-generated output:

• •AI outputs are probabilistic and may be inaccurate, incomplete, or unexpected. The Service screens WallaB's input and output through an automated moderation filter, but no filter is perfect and you should not assume every output is error-free.
• •WallaB's conversation content is generated to assist with retention; it is not legal, financial, tax, accounting, medical, or other professional advice, and it is not a substitute for your own judgment.
• •As stated in Section 5, you configure and own the guardrails; offers applied by WallaB within those guardrails are deemed authorized by you, and WallaB.AI is not responsible for the commercial consequences of the guardrail configurations you choose.
• •You are responsible for reviewing WallaB's activity through the transcripts and audit records we make available, and for adjusting your guardrails and settings if WallaB's behavior is not what you intend.
• •Availability and behavior of the AI concierge may depend on third-party model providers (Section 10); we may change or substitute models to keep the Service operating.

For personal data of your end customers processed through the Service, you are the controller (or business) and you appoint WallaB.AI as your processor (or service provider), acting on your documented instructions to deliver subscription-management and retention features. For your own merchant account data, WallaB.AI is the controller. These roles, the categories of data, and our safeguards are described in the Privacy Policy, which forms part of these Terms.

• •We process end-customer personal data only to provide the Service to you and as otherwise permitted by the Privacy Policy; we do not sell personal information and do not use it for third-party advertising.
• •Data-subject requests from your customers flow through you as the controller. We honor Shopify's mandatory privacy webhooks — customer data request, customer redact, and shop redact — and give you self-serve tools so those requests can be fulfilled.
• •On redaction, a customer's identifying data is removed while lawful anonymized analytics may be retained; on shop redaction or the backstop purge, the shop's data is deleted. Retention windows are described in Section 15 and the Privacy Policy.
• •You are responsible for providing any notices to, and obtaining any consents from, your customers required for us to process their data on your behalf.

Where required, this Section together with the Privacy Policy constitutes the data-processing terms between you (controller) and WallaB.AI (processor).

Without limiting the foregoing, you are solely responsible for ensuring that your subscription program and your use of the Service comply with all laws that apply to you, including:

• •Auto-renewal and negative-option laws — including the U.S. Restore Online Shoppers' Confidence Act (ROSCA), state automatic-renewal statutes (such as California's), and EU and UK consumer-protection law — including the required disclosures, consent, and cancellation mechanisms for recurring charges.
• •Consumer-protection and disclosure requirements, including clear presentation of pricing, terms, refund and cancellation policies, and any offers.
• •The accuracy and lawfulness of your product claims, descriptions, and pricing.
• •Taxes, duties, and fees arising from your sales to your customers.
• •The lawfulness of every message you send through the Service — obtaining and maintaining all consents and honoring all opt-outs required by CAN-SPAM, the TCPA, CASL, GDPR/ePrivacy, and other applicable marketing and communications laws. You confirm you have the necessary consent for each recipient of a campaign, email, or message you send.

The Service gives you configurable tools — including an always-visible plain cancellation path and audit logs — to help you operate a compliant program, but you, not WallaB.AI, remain responsible for that compliance.

The Service integrates with and depends on third-party services. Your use of those services is governed by their own terms, and we are not responsible for them:

• •Shopify — the commerce platform, subscription billing, checkout, and app billing. All subscription purchases and recurring charges are processed by Shopify Checkout and the merchant's payment gateway. WallaB.AI never processes payments, never sees or stores payment card data, and never holds funds.
• •AI model providers — WallaB conversations are processed by third-party AI model providers via API to generate responses, as described in the Privacy Policy.
• •Email delivery vendors — used to send operational notifications, campaigns, and merchant messaging.
• •Cloud infrastructure — the Service is hosted on Google Cloud in the United States.

Your use of Shopify remains subject to Shopify’s terms and policies, and you must comply with any obligations Shopify passes through to apps and merchants. We may change sub-processors as described in the Privacy Policy.

You will defend, indemnify, and hold harmless WallaB.AI and its officers, employees, and agents from and against any third-party claims, demands, actions, and proceedings, and any resulting losses, damages, liabilities, settlements, and reasonable legal fees, arising out of or relating to:

• •your products, services, or store, including your fulfillment, refunds, and customer service;
• •your subscription program and its legal compliance, including auto-renewal and negative-option obligations, consumer-protection disclosures, and taxes (Section 9);
• •your Merchant Content and your configurations, including the guardrails, offers, campaigns, and messages you set up;
• •your — or your end users' — violation of any law, third-party right, or these Terms, including the lack of any consent required for messages sent through the Service;
• •any dispute between you and your customers, including disputes about charges, cancellations, refunds, or offers applied within your guardrails.

We will give you prompt notice of the claim, reasonable cooperation, and control of the defense (provided any settlement that imposes an obligation on us requires our consent, not to be unreasonably withheld).

These Terms apply for as long as you have the app installed or a merchant account with us. Either party may terminate by ending that relationship: you may stop using and uninstall the Service at any time.

Our suspension and termination rights

• •We may suspend or terminate your access, in whole or in part, for a violation of these Terms or the Acceptable Use Policy, for nonpayment of fees when paid billing is in effect, for a security risk, or if required by law or by Shopify.
• •Where practicable and not prohibited, we will aim to give notice and an opportunity to cure before suspending for a non-urgent issue; urgent security or legal risks may require immediate action.
• •You may terminate at any time by uninstalling the app or closing your account.

Effect of termination

On termination or uninstall, your license to use the Service ends and we stop billing you for it. Data is retained and then purged as described in Section 15 and the Privacy Policy. Sections that by their nature should survive — including fees accrued, disclaimers, limitation of liability, indemnification, and governing law — survive termination.

We are actively developing the Service and may add, change, or discontinue features. We aim to keep the Service available and to maintain a functional sandbox mode, but we do not guarantee any particular uptime or that any specific feature will remain available. We may impose reasonable technical limits to protect the Service and its tenants.

While your account is active, we retain your merchant, subscription, and AI-conversation records because they are the Service — the transcripts and decision logs are your audit trail. When you leave, the following windows apply (see the Privacy Policy and our internal retention policy for detail):

• •On app uninstall, we mark your shop uninstalled and immediately wipe stored Shopify access tokens and stop all jobs and billing for the shop.
• •On Shopify's shop-redact webhook (sent roughly 48 hours after uninstall), we purge the shop and its dependent records; where a redact webhook never arrives, a backstop process purges shops uninstalled for more than 60 days.
• •On a customer-redact request, we redact that customer's identifying data while retaining lawful anonymized analytics.
• •Operational and observability logs are retained for a limited period (on the order of 90 days) for security and reliability, and purged data ages out of encrypted backups on the backup retention schedule.

We may update these Terms from time to time. For material changes, we will update the “Last updated” date and, where appropriate, provide additional notice. Changes take effect when posted (or on any later stated effective date), and your continued use of the Service after that time constitutes acceptance. If you do not agree to a change, stop using and uninstall the Service.

Each party may receive non-public information of the other. Each party will protect the other’s confidential information with reasonable care and use it only to perform under these Terms, except where disclosure is required by law. Neither party will use the other’s name or marks in publicity without prior written consent, except that we may reference the fact that you use the Service in ordinary customer lists unless you tell us otherwise.

• •Assignment. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.
• •Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including acts of God, outages of third-party services (such as Shopify, cloud, or AI providers), network failures, labor disputes, or governmental action.
• •Export & sanctions. You represent that you are not located in, and will not use the Service in, a country or region or on behalf of a person subject to U.S. or other applicable sanctions or export controls, and that you will comply with those laws.
• •U.S. government rights. The Service is a commercial product; we do not sell it to the U.S. government under these consumer/commercial Terms, and no special government-rights provisions apply.

• •Entire agreement. These Terms, together with the incorporated AUP, Privacy Policy, and EULA, are the entire agreement between you and WallaB.AI regarding the Service and supersede any prior agreements on that subject.
• •Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent needed to be enforceable.
• •No waiver. A failure to enforce a provision is not a waiver of it.
• •Notices. We may give notice by email to your account address or by posting in the Service or on this site; you may give notice to us at support@wallab.ai.
• •Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship, except that you appoint us as your data processor as described in Section 8.

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. Subject to the arbitration provision below, the exclusive venue for any dispute is the state courts located in Loudoun County, Virginia, or the U.S. District Court for the Eastern District of Virginia, and each party consents to the personal jurisdiction of those courts.

The enforceability of arbitration and class-action-waiver provisions varies by jurisdiction; nothing in this Section waives a non-waivable right you may have under applicable law.