Terms of Service

1. Definitions

"Services" means the Batoniq software-as-a-service offering, including batoniq.com, app.batoniq.com, the Batoniq Shopify app, the Batoniq API, and any related documentation, support, and communications channels.
"Merchant Content" means data, content, messages, and instructions that the Merchant (or end-customers acting at the Merchant’s invitation) sends or stores through the Services, including LINE messages, templates, segments, and customer data synced from Shopify and Klaviyo.
"End-customer" means a natural person the Merchant sends messages to through the Services.
"Fees" means the amounts payable for the Services as set out at batoniq.com/pricing or in an order form.
"Plan" means the subscription tier you select.
"DPA" means the Data Processing Addendum referenced in Section 12.

2. Eligibility and account registration

You must be at least 18 years old and able to form a binding contract in your jurisdiction. You must register with accurate information, maintain its accuracy, and keep your credentials secure. You are responsible for all activity on your account and for the actions of your team members. You agree to enable two-factor authentication where available and to notify us promptly at security@batoniq.com of any suspected unauthorised access.

3. The Services

Batoniq connects a Merchant’s Shopify store, Klaviyo account, and LINE Official Account so that lifecycle messages can be delivered on LINE. We provide the software, integrations, dashboards, and message-routing infrastructure. We do not provide the LINE channel itself. You are responsible for maintaining your own LINE Official Account (see Section 10) and for the messaging fees LINE Corporation charges you for each message sent through LINE.

4. Plans, Fees, and billing

4.1 Plans and Fees are set out at batoniq.com/pricing and may be updated from time to time with at least 30 days’ notice to existing paying Merchants.
4.2 Fees are charged in U.S. dollars (USD) by default. Equivalent amounts in JPY and THB may be shown for reference only; the authoritative charge is USD unless an order form states otherwise.
4.3 You authorise us (via Stripe) to charge your payment method on the day of each monthly or annual renewal.
4.4 If you exceed the volume included in your Plan (for example, LINE subscribers synced or API calls used), we may apply overage charges as published in your dashboard. We will show usage against plan limits in your dashboard and will not silently throttle or downgrade you without notice.
4.5 Failed payments will be retried per Stripe’s default dunning schedule. If payment fails for more than 30 days we may suspend or terminate your account.

5. Free trials and promotions

If you enrol in a free trial, you may use the applicable Plan at no charge for the trial period. At the end of the trial your account will convert to the paid Plan at the then-current price unless you cancel before the trial ends. Promotional credits are non-transferable and non-refundable.

6. Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, consumption, withholding, and similar taxes applicable to your use of the Services, other than taxes on Batoniq’s net income.

7. Refunds

Fees are non-refundable except where required by law. We may, at our discretion, prorate a refund in the event of a material and continuing failure of the Services attributable to Batoniq that we have not remedied within 30 days of written notice from you.

8. Merchant Content

8.1 You retain all rights in Merchant Content. You grant Batoniq a non-exclusive, worldwide, royalty-free licence to process Merchant Content solely to provide the Services, to perform backups, and to comply with legal obligations.
8.2 You are solely responsible for Merchant Content, including messages you send through the Services. You represent and warrant that Merchant Content does not infringe, misappropriate, or violate any third-party right or applicable law.
8.3 You will obtain and maintain all consents required under applicable law (including APPI, PDPA, GDPR, UK GDPR, CAN-SPAM, and LINE Corporation’s Messaging API Terms of Use) before sending LINE messages to an end-customer. You will maintain records of consent and honour opt-out requests promptly.

9. Our intellectual property

9.1 Batoniq, the Batoniq logo, and all software, code, documentation, designs, and other materials forming the Services are owned by Birubi Inc. or its licensors and are protected by copyright, trademark, and other intellectual-property laws. These Terms do not transfer any intellectual property to you except the limited licence in Section 9.2.
9.2 We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the term of these Terms and subject to your compliance with them.
9.3 If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use and incorporate that feedback without obligation.

10. Third-party services

10.1 The Services depend on third-party platforms, including without limitation Shopify, Klaviyo, LINE Corporation, Stripe, Railway, and Cloudflare. You must comply with each provider’s terms, including LINE Corporation’s Messaging API Terms of Use and Shopify’s Partner Program terms.
10.2 We are not responsible for the acts or omissions of third-party providers, including outages, policy changes, rate limits, or feature deprecations. If a third-party provider materially changes or discontinues a feature we rely on, we will use commercially reasonable efforts to maintain equivalent functionality but do not guarantee continuity.
10.3 LINE messaging fees are charged by LINE Corporation directly to your LINE Official Account and are not included in Batoniq Fees. You are responsible for those fees.

11. Acceptable use

You will not, and will not permit others to:

• Send spam, unsolicited messages, or messages to recipients who have not opted in.
• Send content that is unlawful, defamatory, obscene, discriminatory, or that infringes third-party rights.
• Attempt to circumvent, disable, or interfere with security, rate limits, or authentication mechanisms of the Services or any connected third-party platform.
• Reverse-engineer, decompile, or attempt to derive source code from the Services, except to the limited extent applicable law allows despite this restriction.
• Use the Services to compete with Batoniq, to build a competing product, or to benchmark the Services for a competing product.
• Resell, sublicense, or white-label the Services without a written agreement with us.
• Use the Services for any activity that violates export-control or sanctions laws, including transfers to sanctioned persons or jurisdictions.
• Process special categories of personal data, government identifiers, or payment card data through the Services.
• Interfere with other Merchants’ use of the Services.

We may investigate suspected violations and suspend accounts where necessary to protect the Services or other Merchants.

12. Data processing

We process personal data on your behalf as your processor, subject to a Data Processing Addendum ("DPA") available on request from privacy@batoniq.com. The DPA is incorporated into these Terms by reference. In the event of conflict between these Terms and the DPA on any data-processing matter, the DPA controls.

13. Confidentiality

Each party may receive information from the other that is confidential. The receiving party will (a) use confidential information only to exercise rights or perform obligations under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information and no less than reasonable care, and (c) not disclose it except to personnel and advisors bound by confidentiality duties. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, lawfully received without a confidentiality obligation, or required to be disclosed by law (with reasonable advance notice where permitted).

14. Warranties and disclaimers

14.1 Mutual warranties. Each party warrants it has authority to enter into these Terms.
14.2 Disclaimer. To the maximum extent permitted by law, the Services are provided "AS IS" and "AS AVAILABLE." We disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, or secure against every attack, or that messages will be delivered in a specific time.
14.3 Nothing in these Terms excludes or limits liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot be excluded under applicable law.

15. Limitation of liability

15.1 To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or loss of data, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if the party has been advised of the possibility of such damages.
15.2 Each party’s aggregate liability arising out of or relating to these Terms will not exceed the total Fees paid by the Merchant to Batoniq in the twelve (12) months preceding the event giving rise to the liability, or USD 1,000, whichever is greater.
15.3 The limitations in this Section 15 do not apply to (a) your obligations under Section 11 (Acceptable use) or Section 16 (Indemnification), (b) your breach of Section 9 (Our intellectual property), or (c) either party’s fraud, wilful misconduct, or gross negligence.

16. Indemnification

You will defend, indemnify, and hold harmless Batoniq, Birubi Inc., and their officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your Merchant Content; (b) your violation of Section 8 (consent to send LINE messages), Section 10 (third-party terms), or Section 11 (Acceptable use); or (c) your negligence or wilful misconduct. We will provide you with prompt written notice of any claim, reasonable cooperation at your expense, and control of the defence (provided that you may not settle any claim that requires an admission from us or creates an obligation on us without our prior written consent).

17. Suspension and termination

17.1 You may cancel at any time through your Stripe customer portal or by contacting hello@batoniq.com. Cancellation takes effect at the end of the current billing period; no pro-rata refunds apply except as required by law.
17.2 We may suspend or terminate your account immediately if (a) you materially breach these Terms and, where curable, fail to cure within 14 days of written notice, (b) we are required to do so by law, (c) there is a credible security or integrity threat, or (d) your payment method fails for more than 30 days.
17.3 Either party may terminate for convenience on 30 days’ written notice; we will not issue a refund for the unused portion of a prepaid period unless required by law.

18. Effect of termination

On termination:

• Your right to use the Services ends.
• We will stop forwarding messages.
• Merchant Content remains in your Shopify and Klaviyo accounts, which we do not own.
• We will retain data only as described in our Privacy Policy and the DPA.
• Each party’s Sections that by their nature survive (including 8.2–8.3, 9, 13, 14, 15, 16, 17, 18, 20, 21, and 22) will survive.

19. Modifications

19.1 Modifications to the Services. We may modify the Services from time to time. Material adverse changes to features relied on by paying Merchants will be announced at least 30 days in advance by email to the account owner.
19.2 Modifications to these Terms. We may update these Terms to reflect changes in law, our business, or our Services. Material changes will be notified by email to the account owner and by posting on batoniq.com/terms at least 14 days before they take effect. Continued use after the effective date constitutes acceptance. If you do not accept the changes, you may cancel without penalty during the notice period.

20. Governing law and dispute resolution

20.1 These Terms are governed by the laws of Japan, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 The exclusive venue for all disputes is the Tokyo District Court as the court of first instance, except that either party may seek emergency injunctive relief in any court of competent jurisdiction to protect intellectual-property rights or confidential information.
20.3 Either party may propose good-faith mediation before filing suit; mediation is not mandatory.

21. General provisions

21.1 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (including acts of God, war, terrorism, civil unrest, pandemics, internet or power outages, cyber-attacks on third-party infrastructure, and governmental actions).
21.2 Assignment. You may not assign these Terms without our written consent. We may assign these Terms to a successor in a merger, acquisition, or asset sale.
21.3 Notices. Notices to Batoniq must be sent to hello@batoniq.com with a copy to privacy@batoniq.com. Notices to you will be sent to the email on your account; you are responsible for keeping that email current.
21.4 Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
21.5 Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
21.6 Entire agreement. These Terms, together with the Privacy Policy, the Cookie Policy, and the DPA, are the entire agreement and supersede prior agreements on the same subject matter.
21.7 No third-party beneficiaries. These Terms do not confer rights on any third party.
21.8 Export controls and sanctions. You represent that you are not located in, and will not use the Services in, a country subject to comprehensive U.S., EU, UK, or Japanese sanctions, and that you are not on any government-maintained prohibited-party list.
21.9 Beta features. Features marked "beta", "preview", or "early access" are provided for evaluation, may change or be withdrawn, and are excluded from the service warranties in Section 14 to the extent permitted by law.
21.10 Shopify App Store. If you install the Batoniq app from the Shopify App Store, Shopify’s additional merchant protections may apply. In the event of conflict between these Terms and Shopify’s binding merchant protections, Shopify’s protections control.

22. Contact

Legal notices and contract matters: hello@batoniq.com (with a copy to privacy@batoniq.com for data-protection matters).
General support: hello@batoniq.com.