Carpe Messaging Terms of Service

Last Updated: September 17, 2026
Effective Date: September 17, 2026

Preamble

These Terms of Service ("Terms") constitute a legally binding agreement between you and Carpe Per Diem, Inc. ("Carpe Messaging," "we," "us," or "our") governing your access to and use of the Carpe Messaging email and text message marketing platform for Shopify merchants (the "Service").

Carpe Messaging exists so that merchants can send messages people actually asked for. That principle is not marketing copy; it is the operating constraint of the product, and it is the reason these Terms place obligations on you that a general-purpose software agreement would not. You are the sender. Every message that leaves this platform bears your name, goes to a person on your list, and is your legal responsibility under the messaging laws of the recipient's jurisdiction. We give you machinery designed to keep you on the right side of those laws, and we enforce that machinery against you as strictly as we enforce it for you. Section 5 is the heart of this agreement, and if you read nothing else, read that.

Text messaging is being introduced to the Service. These Terms bind it from its first message. Where an obligation differs by channel, the difference is stated.

Please read these Terms carefully before using the Service. By accessing or using Carpe Messaging, you agree to be bound by these Terms, by our Privacy Statement, and by our Sending Policy and Text Message Policy, each of which is incorporated here by reference.

Table of Contents

1. Acceptance of Terms
2. Description of Service
3. Account Registration and Security
4. Shopify Integration
5. Your Messaging Obligations
6. Acceptable Use
7. Enforcement, Throttling, and Suspension
8. Data Protection and the Roles of the Parties
9. Intellectual Property
10. Your Data and Content
11. Fees and Payment
12. Service Availability and Modifications
13. Deliverability and Third-Party Dependencies
14. Disclaimer of Warranties
15. Limitation of Liability
16. Indemnification
17. Termination
18. General Provisions

Schedule A — Messaging Compliance Requirements by Jurisdiction
Schedule B — Prohibited Content and Restricted Categories

1. Acceptance of Terms

By creating an account, installing the app, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use the Service.

A. Eligibility

• You must be at least 18 years of age.
• You must operate a legitimate business and hold a valid Shopify store.
• You must have legal authority to bind the business entity on whose behalf you use the Service.
• Your use must comply with all applicable local, state, provincial, national, and international laws.

B. Authority

If you use the Service on behalf of a business, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity, and the individual accepting these Terms warrants they are authorized to do so.

C. Account Provisioning

Access to the Service is granted by invitation and by installation from the Shopify App Store. Self-service signup is not available. We may decline to provision, or may withdraw, an account at our discretion.

2. Description of Service

Carpe Messaging is a consent-first marketing platform for Shopify merchants, covering email and text messages.

A. Core Capabilities

The Service provides tools to:

• Maintain customer profiles synchronized from your Shopify store, with per-channel consent state and an auditable record of where that consent came from
• Build and count audience segments from commerce behavior, profile attributes, engagement history, and consent state
• Design email messages in a visual editor, with reusable content libraries, templates, versioning, and preview
• Host and manage a media library of images used in your messages
• Publish onsite signup forms — overlays and inline forms — on your storefront, with targeting, frequency capping, and abuse protection
• Collect onsite commerce activity through a Shopify web pixel
• Send marketing and transactional email from your own verified sending domains
• Send marketing and transactional text messages from sending numbers registered to your business
• Issue and attribute unique discount codes to individual recipients
• Measure delivery, engagement, refusals, and per-profile revenue
• Manage staff access with role-based permissions

Not every capability is available in every plan or in every stage of the product's release. Capabilities marked as in development are not warranted to ship, and no purchase should be made in reliance on one.

B. Service Evolution

We improve the Service continuously and may add, change, or discontinue features at our discretion. We will give reasonable notice of material changes that affect your use of the Service, and at least 30 days' notice before removing a capability you actively depend on.

C. What the Service Is Not

The Service is a sending platform. It is not legal advice, and it is not a guarantee of compliance. Our compliance features reduce risk and create evidence; they do not transfer your legal obligations to us, and no feature of the Service, and nothing in these Terms or our Schedules, may be relied upon as a legal opinion. You are responsible for obtaining your own counsel on the laws that apply to your sending.

3. Account Registration and Security

A. Account Creation

• Accounts are created by invitation and are tied to a single Shopify store.
• You must provide accurate and complete registration information and keep it current.
• One account is permitted per store.

B. Account Security

• You are responsible for the security of all credentials associated with your account, including those of every staff user you invite.
• You must assign each staff user the least privilege sufficient for their role. Sending, consent modification, deletion, and billing capabilities should be granted deliberately.
• We strongly recommend enabling two-factor authentication for every user, and require it for any user holding administrative capabilities where we make that requirement.
• You must notify us immediately at … of any unauthorized access to your account.
• We are not liable for loss or damage arising from your failure to maintain credential security, and messages sent by a person using your credentials are your messages.

C. Staff Users

You are responsible for the acts and omissions of every user you invite, and for removing users who leave your business. A message sent by your staff is a message sent by you.

D. Support Access

Our support staff may access your account to assist you, and only where necessary to do so. Such access is limited to named personnel under confidentiality obligations. Our staff cannot cause a message to be sent from your store, alter a consent record, or delete your data — those capabilities are blocked outright in our systems, not merely by policy. Support staff may look in order to help you; they cannot act irreversibly in your store.

4. Shopify Integration

A. Authorization

You authorize us to access your Shopify store through Shopify's official Admin API, under the access scopes you grant at installation. We request read access to products, orders, customers, fulfillments, customer events, and discounts, and write access to pixels and to customer marketing consent — and nothing else. The customer write access is used solely to keep consent synchronized, as Section 4.C describes.

B. Your Shopify Obligations

• You must comply with Shopify's Terms of Service, Acceptable Use Policy, and all applicable Shopify policies.
• You must maintain a Shopify store in good standing. Suspension or termination of your Shopify account suspends your access to the Service.
• You are responsible for the accuracy of the consent state recorded in your Shopify store, which the Service reads and honors.

C. Consent Synchronization

Consent synchronization runs in both directions. The Service reads the email and SMS marketing consent state held in your Shopify store and honors it, and it writes consent changes back — so that an opt-out recorded in either place is honored in both. When a recipient unsubscribes from one of your messages, or replies STOP, that withdrawal is pushed to their record in your store immediately, so that no other surface can re-promise what was revoked.

This is why the Service requests the write_customers scope. We use it for consent, and for nothing else.

You must not circumvent, override, or falsify consent state in either system. Setting a customer to subscribed when they did not consent — or to undo an opt-out they made — is a material breach of these Terms, and it is the single fastest way to lose your account. Where we learn of it, we convert the affected recipients to permanent suppression, which neither of us can reverse.

You remain responsible for the accuracy of the consent state recorded in your store, including anything written there by another app, an import, or a member of your staff.

D. Third-Party Responsibility

We are not responsible for the availability, accuracy, or behavior of Shopify's APIs. Changes to Shopify's platform, policies, rate limits, or API versions are beyond our control and may affect Service functionality. Shopify outages do not constitute a breach of these Terms by us.

5. Your Messaging Obligations

This section governs every message you send through the Service. A breach of this section is a material breach of these Terms.

A. You Are the Sender

You are the sender of record for every message. Your business is identified in it, your consent obligations attach to it, and liability under CAN-SPAM, the TCPA, CASL, the GDPR and ePrivacy, and every equivalent law rests with you. We are your service provider, not your co-sender, and nothing in these Terms makes us the sender of your messages.

B. Consent — Your Core Warranty

You represent and warrant, on a continuing basis and with respect to every recipient, that:

1. The recipient gave your business consent to receive marketing messages in the specific channel you are using, sufficient under every law applicable to that recipient.
2. Consent was given knowingly and affirmatively. Consent was not obtained by pre-checked boxes, by bundling into unrelated terms, by burying the disclosure, or by any dark pattern.
3. You can evidence that consent — when, how, where, and to what the recipient agreed — and you will produce that evidence to us within five business days of our request.
4. Consent was given to your business specifically, not to an affiliate, a partner, a prior owner of the list, or a marketing network.
5. Email consent is not SMS consent. You hold each separately, and you obtained each on its own terms.
6. The recipient's consent remains current. You have not continued to message someone who withdrew consent, and you have honored every withdrawal wherever it was made.

C. Prohibited Sources of Recipients

You may not upload, import, sync, or send to any recipient obtained from:

• Purchased, rented, leased, or licensed lists
• Scraped, harvested, or crawled sources
• Appended data — where an email address or telephone number was matched to a person from a third-party source rather than given by that person to you
• Co-registration, lead generation, or affiliate networks, unless the recipient affirmatively consented to receive messages from your named business at the point of collection
• A prior business, a merger, or an acquisition, unless consent was validly obtained for the entity now sending and the transfer is lawful in the recipient's jurisdiction
• Any list whose origin you cannot document

Cold outreach is prohibited in every channel, in every form, without exception.

D. Message Content and Identification

Every marketing message you send must:

• Accurately identify your business as the sender, in a manner a recipient would recognize
• Use truthful, non-deceptive headers, "From" names, subject lines, and routing information
• Have a subject line that does not mislead about the message's contents
• Clearly identify itself as an advertisement where the law requires
• Contain a valid physical postal address for your business (email). Our message editor requires one at design time, and our sending gate verifies its presence in the plain-text part of every message that carries one.
• Contain a working, conspicuous unsubscribe mechanism (email). Our sending gate verifies this on every marketing message and refuses to send without it.
• State how to stop, and identify the sender, in every message (text)

You must keep your registered physical address and sending identity accurate. An address that is no longer valid is a CAN-SPAM violation and a breach of these Terms.

E. Opt-Outs

• You must honor every opt-out immediately and permanently. The Service does this automatically; you must not attempt to defeat it.
• You must honor an opt-out however it reaches you — through the Service, by reply, by a message to your support address, verbally, or through your store — and not only through the mechanism you prefer. Where a recipient tells you directly, you are responsible for recording it in the Service.
• You must not require a recipient to log in, provide information beyond an email address or telephone number, pay a fee, or visit more than one page in order to opt out.
• You must not send any message to a recipient after they opt out, including a message confirming the opt-out beyond the single confirmation the law permits.
• You must not re-add, re-import, or re-subscribe anyone who has opted out — in the Service, in your Shopify store, or through any other system that feeds either. Only the recipient may reverse their own opt-out, by subscribing again through your own signup process. Attempting to override an opt-out or a suppression is a material breach.

F. Marketing Versus Transactional Messages

• Transactional messages — order confirmations, shipping and delivery notices, account and security notices, and comparable operational communications — must relate to a transaction the recipient initiated, must contain no marketing content, and must not be used to reach a recipient who has opted out of marketing.
• A transactional message that carries marketing content is a marketing message, subject to every marketing consent, identification, and opt-out requirement in this section, and we will treat it as one.
• You are responsible for classifying each message correctly. Misclassification to evade consent requirements is a material breach and grounds for immediate termination.

G. Text Message Specific Obligations

In addition to everything above, for text messages you must:

1. Register your sending number with the wireless carriers through the registration program we make available (A2P 10DLC or toll-free verification), using accurate business information. Carrier approval is not within our control and is not guaranteed. You may not send until registration is approved.
2. Disclose, at the point of consent, in language the recipient sees before agreeing: your business name, the purpose of the messages, the expected message frequency, that message and data rates may apply, how to stop (STOP) and how to get help (HELP), and links to your own privacy policy and message terms.
3. Never condition a purchase, entry, or benefit on agreement to receive marketing texts, where the law prohibits it.
4. Send only within permitted hours in the recipient's own local time. Marketing texts must not be sent outside the hours permitted by the TCPA and by the stricter state statutes that apply, and never overnight. The Service schedules around this; you must not attempt to defeat it.
5. Honor STOP, HELP, and every recognized opt-out keyword and its variants — including plain-language withdrawals, which the FCC requires be honored as revocation.
6. Never send content in a carrier-restricted category without the specific authorization the carriers require. Schedule B lists these.
7. Maintain accurate registration information and update it when your business details change.

H. Record-Keeping

You must retain consent records for each recipient for at least five years after the last message sent to them, or for the period any applicable law requires, whichever is longer. The Service maintains an append-only consent evidence record for this purpose while your account is active; you remain responsible for preserving your own copy, particularly after termination.

I. Sending Domains and Reputation

• You must send email from a domain you own and control, verified through the DNS authentication records we specify (SPF, DKIM, and DMARC).
• You are responsible for your own sending reputation. We isolate merchants so that one merchant's practices cannot damage another's delivery, and we expect you to protect your own.
• You must not send from a domain you do not control, impersonate another sender, or spoof any domain.

J. Data You Put Into the Service

You warrant that any data you upload, sync, or enter:

• Was lawfully obtained and may lawfully be processed by us on your behalf
• Contains no special-category or sensitive personal data — health information, precise geolocation, government identifiers, financial account numbers, biometric or genetic data, or information revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, sex life, or sexual orientation — in any field, including custom profile properties
• Contains no personal information about anyone under the age of 13
• Does not infringe any third party's rights

You must not upload confidential material to your media library. Media library files are served from a public content domain so that mail clients can display them, and anyone who knows the URL can retrieve them.

6. Acceptable Use

A. Permitted Use

You may use the Service solely to send messages to people who consented to receive them from your business, in accordance with these Terms and all applicable law.

B. Prohibited Conduct

In addition to Section 5, you agree not to:

• Use the Service for any illegal, fraudulent, deceptive, or unauthorized purpose
• Send any message prohibited by Schedule B
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Scrape, crawl, or use automated means to extract data from the Service beyond authorized API use
• Circumvent, disable, or interfere with security, consent, suppression, throttling, or identity-verification features — including any attempt to send outside the sending gate
• Interfere with or disrupt the integrity, performance, or infrastructure of the Service
• Transmit viruses, malware, or malicious code
• Infringe the intellectual property rights of any third party
• Resell, sublicense, white-label, or provide the Service to third parties without our express written consent
• Use the Service on behalf of a business other than the one associated with your account, or as a sending bureau for other businesses
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Test, probe, or scan the Service for vulnerabilities without our prior written authorization
• Use the Service to build or improve a competing product

C. Who Can Use Carpe Messaging

The Service is for businesses selling products that are legal where they are sold. Adult content, hate speech, firearms and ammunition, and anything illegal are refused in every channel, always.

Past that, the two channels are open to different businesses, and the difference is not ours to set:

• Email. Open to any business whose products are legal where they are sold, including CBD, hemp, and alcohol.
• Text messages. The wireless carriers refuse whole categories of business outright, regardless of state law, and permit others only with a specific carrier authorization. Schedule B, Section B lists what the carriers refuse outright and what needs an authorization we do not offer; we refuse both at verification. We cannot register a sending number for a business in either group, and no filing, however well written, changes that.

Because the number is bought at the moment verification starts, and is billed monthly and never released, we ask before anything is bought. Starting verification requires you to confirm that your business sells and promotes none of the categories Schedule B, Section B asks about. That confirmation is a representation you make to us: it must be true when you make it, and it must remain true while your number is registered. If your business changes so that it is no longer true, tell us at … and stop sending text messages.

Alcohol we do register, with age verification and the controls described in Schedule B; if it applies to you, say so on the registration. It is the only one: every other category in Schedule B, Section B is refused here, whether the carriers prohibit it outright or permit it only with a specific authorization we do not offer.

Nothing in this section limits your use of email. A business the carriers will not carry may use the Service for marketing email under these Terms and the Sending Policy.

D. Deceptive Consent Collection

You may not obtain consent through pre-checked boxes, forced bundling with unrelated agreements, disclosures obscured by design or placement, misrepresentation of what the recipient is agreeing to, or any pattern designed to produce agreement the recipient did not intend to give. Our forms require a consent disclosure on any panel collecting an email address or telephone number; satisfying that requirement with misleading wording is a breach of these Terms.

7. Enforcement, Throttling, and Suspension

A. Monitoring

We review delivery, bounce, complaint, opt-out, and refusal rates for accounts in both channels, and we reserve the right to do so at any time. This is a condition of operating a shared sending platform and of our own standing with mailbox providers and wireless carriers. Section 7.F governs the limits of this.

B. Graduated Response

Where your sending indicates a list or content problem, we may, at our discretion and with or without notice:

1. Warn you and require corrective action
2. Throttle your sending rate
3. Suspend sending in one or both channels while we investigate
4. Require you to re-permission all or part of your list
5. Terminate your account

C. Immediate Suspension

We may suspend sending immediately, without prior notice, where we reasonably believe that:

• You are sending to recipients who did not consent
• Your complaint or bounce rate threatens recipients, other merchants, or our sending infrastructure
• Your content violates Schedule B
• A carrier, mailbox provider, or regulator has required us to act
• Continued sending exposes us or any recipient to legal risk

We will tell you why, and we will restore service if the problem is resolved. We will not, however, delay acting to protect recipients while we wait for your explanation.

D. Complaints From Recipients

Where a recipient tells us they did not consent, or asks not to be contacted, we will suppress them from your sending immediately and we will not require them to prove anything first. We will then require you to account for the consent you hold. Repeated unexplained complaints end the account.

E. Cooperation

You must respond to our compliance enquiries within five business days and provide the consent evidence, list source documentation, and any other information we reasonably request. Failure to respond is itself grounds for suspension.

F. No Obligation to Monitor

Nothing in this section creates an obligation to review your content, your lists, or your sending rates, or to do so on any schedule. Our failure to detect a violation is neither a waiver nor an endorsement, and you may not rely on our monitoring as a substitute for your own compliance controls. Compliance remains yours.

8. Data Protection and the Roles of the Parties

A. The Two Roles

For your account and staff user data, we are the controller (a "business" under US state law).

For your customers' and subscribers' data, you are the controller and we are the processor (a "service provider" or "processor" under US state law). You determine who is contacted, what is sent, and why. We process that data only on your documented instructions, which comprise these Terms, our Privacy Statement, the Data Processing Addendum, and the operations you perform in the Service.

B. Your Obligations as Controller

You are responsible for:

• Establishing a lawful basis for processing your subscribers' personal data
• Providing your subscribers with a privacy notice that accurately describes your use of the Service and identifies us as a processor
• Obtaining and evidencing consent as Section 5 requires
• Responding to your subscribers' data subject requests. We will assist you, but the obligation is yours.
• Honoring opt-out preference signals on your own storefront

C. Data Processing Addendum

Where you are subject to the GDPR, UK GDPR, or a US state privacy law requiring a written processing agreement, our Data Processing Addendum applies and is incorporated into these Terms by reference. A copy is available from …. Its terms prevail over any conflicting provision of these Terms with respect to the processing of subscriber personal data.

D. Our Commitments

• We do not sell or share personal information, in either capacity.
• We never use one merchant's data for another merchant's benefit, for benchmarking, for cross-merchant suppression, or to train models.
• Consent, suppression, and identity records are held separately for each merchant.
• We give at least 30 days' notice before adding or replacing a sub-processor that handles subscriber data.
• We notify you of a personal data breach without undue delay and within 72 hours of confirmation, so that you can meet your own obligations.

E. Sub-Processors

Our current sub-processors — including the providers that deliver your email and your text messages — are published in Schedule B of our Privacy Statement. Your use of the Service constitutes your authorization for us to engage them.

9. Intellectual Property

A. Our Intellectual Property

The Service, including all software, code, design, text, graphics, logos, icons, images, documentation, and other content, is the exclusive property of Carpe Per Diem, Inc. and is protected by United States and international intellectual property law.

• The Carpe Messaging name, the Carpe Per Diem name, and all related marks and logos are trademarks of Carpe Per Diem, Inc.
• You may not use our trademarks without prior written permission.
• All rights not expressly granted are reserved.

B. License to You

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own business during the term of your subscription, subject to these Terms.

C. Your Content

You retain all ownership of the content you create in the Service — message designs, templates, copy, images, form designs, and segment definitions ("Your Content") — and of the data you supply.

D. License to Us

You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, and adapt Your Content and Your Data solely to provide, secure, and support the Service. This license terminates when your data is deleted in accordance with our Privacy Statement.

E. Feedback

Feedback, suggestions, and ideas you give us about the Service may be used by us without restriction, attribution, or compensation.

10. Your Data and Content

A. Accuracy and Legality

You are solely responsible for the accuracy, quality, legality, and provenance of Your Data and Your Content, and for the means by which you obtained them. We do not independently verify, validate, or audit any of it.

B. Processing

You grant us the right to process Your Data as necessary to provide the Service — synchronizing with your store, building segments, rendering and sending messages, and recording outcomes.

C. Export

The Service provides reporting and, where available, export capabilities. You are responsible for keeping your own records, particularly your consent evidence, which you must retain for the period stated in Section 5.H. Export capabilities available at one time may change, and you should not rely on our systems as your sole archive.

D. Retention and Deletion

Retention periods, deletion behavior, and the effect of uninstalling the app are set out in Section 9 of our Privacy Statement. In summary: on uninstallation your data is preserved for 30 days, so that reinstalling within that time restores your account with everything intact — except anything a person asked us to erase in the meantime, which is never held for the window, and your store's Shopify connection, which is destroyed at the uninstall and re-established when you install again — and then permanently purged. You may request an earlier purge at any time once the app has been uninstalled from your store.

E. Suppression Records Survive

Records that a person must never be contacted again are retained indefinitely as irreversible hashes, and they survive your account's deletion. This is deliberate and is not subject to your instruction to delete, because it exists to protect the person who asked never to be contacted.

11. Fees and Payment

A. Subscription

• The Service is offered on subscription plans described on our pricing page or, where none is published, in the plan terms presented to you at installation.
• Fees are billed in advance on a recurring basis, and may include usage-based components for message volume.
• All fees are quoted in United States dollars unless stated otherwise.

B. Billing

• Billing will be processed through Shopify's billing infrastructure and will appear on your Shopify invoice. We do not receive or store your payment card details, and we will not do so.
• Subscriptions renew automatically at the end of each billing cycle unless canceled beforehand.
• You authorize the applicable charges through your Shopify account.

C. Messaging Costs

Text messaging carries per-message carrier costs and may carry registration fees. These are disclosed before you enable the channel. Carrier fees are set by the carriers and may change with limited notice; we pass such changes through and will tell you when they occur.

D. Price Changes

We may change our fees. We will give at least 30 days' advance notice of any increase, effective at the start of your next billing cycle. Continued use after that constitutes acceptance.

E. Refunds

• Fees are non-refundable for partial billing periods.
• On cancellation you retain access through the end of the current period.
• No refunds or credits are issued for unused portions of a period, for messages not sent, or for a period during which your account was suspended for a breach of these Terms.

F. Non-Payment

We may suspend the Service for non-payment after reasonable notice and an opportunity to cure.

G. Taxes

Fees exclude applicable taxes. You are responsible for all taxes arising from your use of the Service, excluding taxes on our net income.

12. Service Availability and Modifications

A. Availability

The Service is provided on an "as available" basis. We aim for high availability but do not guarantee uninterrupted, error-free, or continuous operation.

B. Maintenance

We may perform maintenance that temporarily affects availability, and will use reasonable efforts to give advance notice of planned windows.

C. Modifications

We may modify, update, or discontinue features at any time, with reasonable notice for material changes as described in Section 2.B.

13. Deliverability and Third-Party Dependencies

This section states plainly what we cannot promise.

A. No Delivery Guarantee

We do not guarantee that any message will be delivered, will reach an inbox rather than a spam folder, will be displayed as designed, or will be delivered within any particular time. Delivery depends on mailbox providers, wireless carriers, spam filters, recipient devices and settings, your content, and your own sending reputation — none of which is within our control.

B. Carrier and Registration Approval

For text messaging, we do not guarantee that a carrier will approve your brand or campaign registration, will approve or maintain your sending number, or will deliver any particular message. Carriers may reject, filter, or block messages at their discretion, may impose throughput limits, and may deregister a sender. A registration rejection is not a defect in the Service and is not grounds for a refund.

C. Engagement Metrics Are Approximate

Open tracking depends on a recipient's mail client loading a remote image, and many now do so automatically or block it entirely. Click tracking depends on link rewriting, which some privacy features interfere with. Open and click figures are directional signals, not measurements, and you should not treat them as exact.

D. Third-Party Dependencies

The Service depends on Shopify, on our hosting and database providers, and on the email and messaging providers listed in our Privacy Statement. Outages, policy changes, rate limits, or deprecations by any of them may affect the Service. We are not liable for those disruptions, though we will work to mitigate them.

E. Legal Change

Messaging and privacy law changes frequently. We update the Service and these Terms as it does, but we do not warrant that the Service is compliant with any particular law at any particular moment, and compliance remains your responsibility under Section 5.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement
• Warranties regarding the accuracy, reliability, or completeness of any content, data, or metric
• Warranties that the Service will be uninterrupted, timely, secure, or error-free
• Warranties that defects will be corrected
• Warranties regarding delivery, inbox placement, carrier acceptance, or the results obtained from using the Service
• Any warranty that use of the Service will render your sending compliant with any law

You use the Service at your own risk. Some jurisdictions do not permit the exclusion of implied warranties, so some exclusions may not apply to you; in that case our liability is limited to the maximum extent permitted by law.

15. Limitation of Liability

A. Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

B. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING:

• Loss of profits, revenue, data, goodwill, or business opportunity
• Business interruption or cost of substitute services
• Damages arising from message non-delivery, delayed delivery, spam-folder placement, or carrier filtering
• Damages arising from the suspension or throttling of your sending under Section 7
• Damages arising from your own sending, including any claim, penalty, or judgment under the TCPA, a state mini-TCPA, CAN-SPAM, CASL, the GDPR, or any comparable law
• Damages arising from unauthorized access to or alteration of Your Data

This applies regardless of the theory of liability and even if we were advised of the possibility of such damages.

C. Messaging Law Liability

Liability arising from your messaging is yours. We provide compliance machinery; we do not assume your obligations as sender. Statutory damages under the TCPA and comparable statutes can be substantial, and nothing in these Terms shifts that exposure to us. You should carry appropriate insurance.

D. Essential Basis

The limitations in this section are an essential basis of the bargain between us and apply even if a limited remedy fails of its essential purpose.

16. Indemnification

You agree to indemnify, defend, and hold harmless Carpe Per Diem, Inc. and its officers, directors, employees, agents, and affiliates from and against all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Service
• Any message sent through your account, including any claim, action, class action, or regulatory or enforcement proceeding under the TCPA, a state mini-TCPA or commercial email statute, CAN-SPAM, CASL, the GDPR or ePrivacy rules, or any comparable law
• Any claim that a recipient did not consent to receive your messages
• Your breach of these Terms, our Sending Policy, our Text Message Policy, or our Privacy Statement
• Your violation of any law or regulation
• Your violation of any third-party rights, including Shopify's terms, a carrier's requirements, or any intellectual property right
• Your Data or Your Content, including any claim by a subscriber or a data protection authority relating to them
• Any misrepresentation regarding your authority to bind a business entity

We may, at your expense, assume exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with that defense. You may not settle any matter in a way that imposes an obligation on us without our prior written consent.

17. Termination

A. Termination by You

• You may terminate at any time by uninstalling the app or contacting support.
• Termination does not relieve you of fees incurred before it.
• You retain access through the end of your current billing period.

B. Termination by Us

We may suspend or terminate your account if:

• You breach these Terms, our Sending Policy, our Text Message Policy, or any applicable law
• You send to recipients who did not consent
• Your account is used for fraudulent or illegal activity
• You fail to respond to a compliance enquiry within five business days
• You fail to pay after reasonable notice and an opportunity to cure
• Your Shopify account is suspended or terminated
• A carrier, mailbox provider, or regulator requires it
• Continued provision of the Service becomes impractical or unlawful

We give reasonable notice where practicable, except where a serious violation requires immediate action.

C. Effect of Termination

• Your right to access the Service ends immediately, or at the end of your billing period where applicable.
• Stored Shopify access and refresh tokens are blanked immediately, and Shopify independently invalidates them on uninstallation.
• Where termination is by uninstalling the app, your data is preserved for 30 days, so that reinstalling within that time does not lose your audience, consent history, and content — except anything a person asked us to erase in the meantime, which is never held for the window, and your store's Shopify connection, which is destroyed at the uninstall and re-established when you install again — and is then permanently purged. You may ask us to purge it sooner, at any time once the app has been uninstalled from your store, by writing to ….
• Where we terminate an account without an uninstallation, no 30-day period runs — it is measured from the uninstallation, and there has not been one. Your data is retained, and handled as Section 9 of our Privacy Statement describes, until you uninstall the app or ask us in writing to remove it; where you ask, we act on your request by hand. An individual's erasure request is never affected by any of this and is performed when we receive it.
• Suppression records survive permanently, as Section 10.E provides.
• You must preserve your own consent evidence. Your legal obligation to evidence consent does not end when your account does.

D. Survival

Sections 5.H (Record-Keeping), 8 (Data Protection), 9 (Intellectual Property), 10.E (Suppression Records), 11 (Fees), 13 (Deliverability), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), and 18 (General Provisions) survive termination.

18. General Provisions

A. Governing Law

These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions.

B. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service will first be addressed through good-faith negotiation. If it is not resolved within 30 days, either party may pursue binding arbitration administered by New Era ADR, conducted in New York, New York. Each party bears its own costs.

Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information, or to stop conduct that threatens recipients or the sending infrastructure, without first exhausting negotiation.

Nothing in this section limits a consumer's rights under any mandatory consumer protection law of their place of residence.

C. Changes to These Terms

We may revise these Terms. Minor changes are reflected in the "Last Updated" date. Material changes take effect no fewer than 30 days after we notify registered merchants by email, except where a change is required by law, a regulator, a carrier, or a platform partner, in which case it may take effect immediately and we will tell you why. Continued use after the effective date constitutes acceptance. We keep prior versions and provide them on request.

D. Entire Agreement

These Terms, with our Privacy Statement, Sending Policy, Text Message Policy, and Data Processing Addendum, constitute the entire agreement between you and Carpe Per Diem, Inc. regarding the Service, superseding all prior agreements and understandings.

E. Order of Precedence

Where documents conflict: the Data Processing Addendum controls the processing of subscriber personal data; these Terms control commercial matters; the Sending Policy controls email sending conduct and the Text Message Policy controls text-message sending conduct. Where either policy and these Terms both address sending conduct, the stricter provision applies.

F. Severability

If any provision is held invalid, illegal, or unenforceable, the remainder continues in force, and the invalid provision is modified to the minimum extent necessary to make it enforceable.

G. Waiver

Failure to enforce any provision is not a waiver of it or of any other. A waiver is effective only in writing and signed by us.

H. Assignment

You may not assign these Terms without our prior written consent. We may assign without restriction, including in a merger or sale of assets. Any attempted assignment in violation of this section is void.

I. Force Majeure

We are not liable for failure or delay resulting from causes beyond our reasonable control, including acts of God, natural disaster, war, terrorism, pandemic, government action, power or telecommunications failure, carrier action, or third-party provider outage.

J. Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.

K. Notices

We give notice by email to the address associated with your account, and by posting in the Service. You give notice to … and to Carpe Per Diem, Inc., 365 W 125th St, UNIT 2666, New York, NY 10027, United States. Notice is deemed given on the business day after sending.

L. Contact

Carpe Per Diem, Inc.
365 W 125th St, UNIT 2666
New York, NY 10027
United States
carpemessaging.com

Schedule A — Messaging Compliance Requirements by Jurisdiction

The obligations in Section 5 apply to every message. This schedule summarizes the principal regimes behind them, so that you understand what you are warranting. It is illustrative rather than exhaustive, it is not legal advice, and it does not limit your obligations under any law it omits. You are responsible for obtaining your own counsel on the laws applying to your recipients.

A. United States — Email

CAN-SPAM Act (15 U.S.C. §§ 7701–7713; 16 C.F.R. Part 316). Every commercial email must carry accurate header and routing information, a non-deceptive subject line, identification as an advertisement where applicable, a valid physical postal address, and a clear opt-out mechanism honored within ten business days. There is no private right of action, but the FTC and state attorneys general enforce it, and penalties accrue per message.

State commercial email statutes, including Washington's Commercial Electronic Mail Act and comparable laws in other states, impose additional requirements and, in several states, a private right of action.

B. United States — Text Messages

Telephone Consumer Protection Act (47 U.S.C. § 227; 47 C.F.R. § 64.1200). Marketing texts sent using an automatic telephone dialing system or containing a pre-recorded or artificial voice require prior express written consent: a signed agreement, clearly and conspicuously disclosing that the recipient will receive marketing messages from your named business, that consent is not a condition of purchase, and identifying the number to be used.

The TCPA carries a private right of action with statutory damages of $500 per violation, trebled to $1,500 for wilful or knowing violations, and is the principal source of class action risk in text message marketing. FCC rules require that revocation of consent be honored when made through any reasonable means, including a plain-language reply, and be given effect promptly.

Calling-time restrictions. Federal rules restrict telephone solicitations, including marketing texts, to the hours of 8:00 a.m. to 9:00 p.m. in the recipient's local time. The scope of that restriction as applied to marketing texts sent with prior consent is the subject of an open FCC proceeding and of conflicting court decisions. Several states impose narrower windows. The Service applies the 8:00 a.m. to 9:00 p.m. window regardless of that dispute, and the stricter applicable rule always governs.

Do-not-call. The National Do Not Call Registry and state registries apply to telephone solicitation. An established business relationship or express consent may permit contact; you are responsible for determining which applies.

State mini-TCPA statutes impose obligations exceeding the federal floor and typically carry their own private rights of action. These include Maryland's Stop the Spam Calls Act, Oklahoma's Telephone Solicitation Act, Florida's Telephone Solicitation Act, Connecticut's telephone solicitation provisions, Virginia's Telephone Privacy Protection Act, Texas's telephone solicitation requirements, Tennessee's and Arizona's text message solicitation provisions, and others enacted or amended from time to time. Washington's Commercial Electronic Mail Act reaches commercial text messages as well as email, and its courts have read its subject-line prohibitions broadly — a "limited time" claim that is not in fact limited is actionable there.

Carrier requirements. The CTIA Messaging Principles and Best Practices, together with the A2P 10DLC and toll-free verification programs, require brand and campaign registration, retention of consent evidence, keyword handling, and adherence to content standards. Carrier requirements are contractual, are enforced by suspension rather than litigation, and change without legislative process. Compliance with them is a condition of sending.

C. Canada

Canada's Anti-Spam Legislation (CASL) applies to any commercial electronic message sent to or accessed from a Canadian computer system, including email and text. It requires express or narrowly-defined implied consent, identification of the sender with contact information valid for 60 days, and an unsubscribe mechanism honored within ten business days. Implied consent based on an existing business relationship generally expires after two years. CASL carries administrative monetary penalties up to CAD $10 million per violation for a business and, notably, a due-diligence defense that depends on the quality of your consent records. (CASL's private right of action was suspended before coming into force in 2017 and remains suspended; the enforcement risk is regulatory.)

PIPEDA and, in Québec, Law 25 govern the collection, use, and disclosure of personal information, with rights of access, correction, portability, and withdrawal of consent. Québec's Law 25 requires privacy by default and carries significant penalties.

D. European Economic Area and United Kingdom

GDPR (EU 2016/679) and UK GDPR with the Data Protection Act 2018 require a lawful basis for processing, transparency, and respect for data subject rights, with fines up to the greater of €20 million or 4% of global annual turnover.

ePrivacy Directive (2002/58/EC), as implemented in each member state, and the UK's PECR, require prior consent for electronic marketing to individuals, subject to a narrow soft opt-in for existing customers marketing similar products, with an opt-out offered at collection and in every message. Consent must be freely given, specific, informed, unambiguous, and evidenced.

Where you send to EEA or UK recipients, you are the controller and must have a lawful basis, a privacy notice, and a record of consent that meets the GDPR standard — which is higher than the US standard and is not satisfied by a pre-checked box or a bundled agreement.

E. Other Jurisdictions

F. The Practical Standard

Where jurisdictions differ, the Service is built to the strictest applicable standard: express, evidenced, channel-specific consent, obtained directly by you from the recipient, with a working opt-out honored immediately. Meeting that standard satisfies substantially all of the above. Falling short of it in one jurisdiction while relying on a weaker rule in another is a strategy we do not support and will not accommodate.

Schedule B — Prohibited Content and Restricted Categories

The following may not be sent through the Service in either channel. Some are prohibited by law, some by our own policy, and some by the wireless carriers, whose standards apply to text messages regardless of legality.

A. Prohibited Outright

• Messages to anyone who did not consent to receive them in that channel
• Phishing, credential harvesting, or social engineering of any kind
• Malware, spyware, ransomware, or malicious links
• Fraudulent, deceptive, or misleading claims, including false urgency, fake scarcity, and fabricated endorsements
• Deceptive sender identification, header forgery, or domain spoofing
• Content promoting illegal goods, services, or activity
• Content that infringes intellectual property rights
• Harassment, threats, hate speech, or content promoting violence or discrimination
• Sexually explicit material
• Child sexual abuse material, or any content sexualizing minors — which we report to the appropriate authorities
• Content designed to make opting out harder to find or harder to use
• Chain messages, pyramid schemes, and multi-level marketing recruitment
• Deceptive get-rich-quick, work-from-home, and income claims

B. Restricted for Text Messages ("SHAFT" and related)

The wireless carriers restrict the following in application-to-person messaging. Some are prohibited outright, with no authorization route available; others require specific carrier authorization. Sending any of them without that authorization results in message blocking and may result in deregistration of your sending number.

Prohibited outright on US messaging channels:

• Sex — adult or sexually oriented content
• Hate — hate speech and discriminatory content
• Firearms — firearms, ammunition, and related products
• Tobacco — tobacco, vaping, e-cigarette, and nicotine products
• Cannabis and CBD in any form, regardless of state legality

Permitted only with specific carrier authorization and controls:

• Alcohol — requires age verification and carrier approval
• Prescription pharmaceuticals
• Gambling, sweepstakes, and contests
• Loans, debt collection, debt relief, credit repair, and short-term high-interest lending
• Cryptocurrency and digital assets

Also restricted or prohibited: multi-level marketing, lead generation, and any URL shortener whose domain is shared with other senders.

What we refuse, amended September 17, 2026. Carpe Messaging does not hold the carrier authorizations the second list requires, and does not obtain them on a merchant's behalf. A business in one of those categories is therefore refused here as well, exactly as a business in the first list is — with one exception, alcohol, which we do register, with age verification and the controls described above. Because a sending number is bought at the moment verification starts and is never released, we ask before anything is bought: starting verification requires you to confirm that your business sells and promotes none of the following.

• Adult content
• Hate speech
• Firearms, ammunition and weapons
• Tobacco, vaping, e-cigarette and nicotine products
• Cannabis, CBD and hemp products, in any form — including where your state has made them legal
• Illegal drugs
• Payday loans, debt collection and debt relief
• Gambling, sweepstakes and contests
• Cryptocurrency and digital assets
• Prescription pharmaceuticals

Carrier standards change without legislative process, and a category permitted today may be restricted tomorrow. The categorization above reflects current carrier policy and is not a warranty of it.

If your business operates in any restricted category, tell us before you enable text messaging. Some categories can be supported with the right registration; others cannot be supported at all. Attempting to send restricted content without disclosure endangers not only your sending number but the platform's standing with the carriers, and is grounds for immediate termination.

C. Restricted Data

You may not send messages containing, or place into the Service, any of the following about a recipient: health or medical information, financial account or payment card numbers, government identifiers, precise geolocation, biometric or genetic data, or information about anyone under 13.

D. Reporting

To report a message you believe violates this schedule, write to …. We investigate every report.

© 2026 Carpe Messaging. All rights reserved.

Carpe Messaging is a product of Carpe Per Diem, Inc.
Made with ❤️ in New York City, USA