Abanro

Terms of Use

How you may access and use the Abanro platform, and the terms of the agreement between you and Abanro.

Applies to

• Merchants using app.abanro.com to operate Instagram-driven storefronts
• End Customers placing orders via Instagram DMs or public storefronts ({shop}.abanro.com)
• Resellers signed up at resellers.abanro.com to refer merchants
• Visitors to abanro.com and its public marketing pages

These Terms of Use should be read together with our Privacy Policy and our SMS Terms, which are incorporated into these Terms by reference.

1. Agreement to These Terms

These Terms of Use ("Terms") form a binding agreement between you and Abanro ("Abanro," "we," "us," or "our") and govern your access to and use of the Abanro platform, including the Merchant Application at app.abanro.com, public storefronts at {shop}.abanro.com, the Reseller Portal at resellers.abanro.com, our marketing website at abanro.com, and any associated APIs, services, or features (collectively, the "Services").

By creating an account, connecting an Instagram account, placing an order, referring a merchant, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of a business or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

To keep these Terms consistent with our Privacy Policy, the following terms have the same meanings used there:

For clarity, "you" and "your" refer to the Merchant, End Customer, Reseller, or Visitor accessing the Services, as the context requires.

3. Who May Use the Services

You may use the Services only if you can form a binding contract with Abanro and only in compliance with these Terms and all applicable laws.

• Merchants and Resellers must be at least eighteen (18) years old (or the age of majority in their jurisdiction) and capable of entering into a binding contract. If you register on behalf of a business, you confirm you are authorized to do so.
• End Customers and Visitors must be at least sixteen (16) years old. The Services are not directed to children under 16, and we do not knowingly permit them to use the Services.

We may refuse, suspend, or terminate access to the Services for anyone, at any time, where we reasonably believe a violation of these Terms or applicable law has occurred, subject to Section 20.

4. Accounts and Security

To use certain Services you must create an account. Depending on the application, you may authenticate using a one-time passcode sent by SMS or WhatsApp to your mobile number, or via Google sign-in for the Reseller Portal.

You agree to:

• Provide accurate, current, and complete information and keep it updated.
• Keep your authentication credentials, devices, and one-time passcodes confidential, and not share access to your account.
• Be responsible for all activity that occurs under your account, whether or not authorized by you.
• Notify us promptly at security@abanro.com if you suspect any unauthorized access or security breach.

We are not liable for any loss or damage arising from your failure to safeguard your account or credentials. We may suspend or disable accounts that we reasonably believe have been compromised or used in violation of these Terms.

5. The Abanro Services

Abanro is a software platform that turns Instagram Direct Messages and lightweight public storefronts into a checkout experience for small and medium businesses. The Services consist of:

• Merchant Application (app.abanro.com): tools for Merchants to manage products, catalogs, orders, payments, subscriptions, and Instagram integrations.
• Public Storefronts ({shop}.abanro.com): publicly accessible pages where End Customers can browse and purchase a Merchant's products.
• Reseller Portal (resellers.abanro.com): tools for Resellers to refer Merchants and track referrals and commissions.

Abanro provides the software and infrastructure that enables these interactions. Abanro is not a marketplace operator, retailer, payment institution, or party to any transaction between a Merchant and an End Customer. Merchants are independent businesses that sell their own products under their own names. We do not control, endorse, or guarantee any product, listing, price, or representation made by a Merchant.

We may add, modify, or remove features of the Services at any time. Some features may be offered as beta or experimental functionality and may be changed or discontinued without notice.

6. Merchant Responsibilities

If you are a Merchant, you are solely responsible for your shop and your relationship with your End Customers. In particular, you agree that you will:

• Accurately describe your products, prices, currencies, availability, shipping terms, and return and refund policies.
• Fulfill orders, deliver products, handle returns and refunds, and provide customer support to your End Customers.
• Comply with all laws and regulations applicable to your business, including consumer-protection, advertising, product-safety, import/export, tax, and data-protection laws.
• Act as the data controller for your End Customers' personal information and provide your own privacy notice where required, as described in our Privacy Policy.
• Only sell products you are legally permitted to sell, and not use the Services for any prohibited goods or activities described in Section 12.
• Maintain valid authority to operate any Instagram account you connect, and comply with the Meta Platform Terms (Section 7).

You acknowledge that disputes regarding products, orders, delivery, payment, or refunds are between you and your End Customer. Abanro has no obligation to mediate or resolve such disputes, although we may, at our discretion, suspend Merchants who generate excessive complaints, chargebacks, or fraud signals.

7. Instagram and Meta Platform Integration

Abanro integrates with Meta Platforms, Inc. through the Instagram Graph API and Messenger Platform. Your use of any Instagram- or Meta-related functionality is additionally subject to the applicable Meta and Instagram terms and policies.

By connecting an Instagram Business or Creator account to Abanro, you:

• Represent that you own or are authorized to manage that account.
• Authorize Abanro to access and process Meta Platform Data on your behalf, strictly to operate the Services, as described in our Privacy Policy.
• Agree to comply with the Meta Platform Terms, the Instagram Platform Policy, and Instagram's outbound messaging and rate-limit rules.

Abanro is not affiliated with, endorsed by, or sponsored by Meta Platforms, Inc. Meta may change, restrict, or remove access to its APIs at any time, which may affect or interrupt the Services. We are not responsible for any limitation, suspension, or termination of your Instagram account or of Meta's APIs. You may disconnect your Instagram account at any time from the Merchant dashboard.

8. Orders and the Merchant–Customer Relationship

When an End Customer places an order through a Merchant's Instagram DM checkout or public storefront, a contract for the sale of goods is formed directly between the End Customer and the Merchant. Abanro is not a party to that contract.

As an End Customer, you understand that:

• The Merchant — not Abanro — is the seller of record and is responsible for the product, its description, fulfillment, delivery, returns, refunds, and customer service.
• Order details (including name, contact information, shipping address, and payment method) are processed by Abanro on behalf of the Merchant to operate the order flow.
• Any questions or disputes about a product or order should be directed to the relevant Merchant, whose contact details are published on their storefront.

Abanro provides the order-management functionality only and makes no warranty regarding any Merchant's products, conduct, or ability to fulfill orders.

9. Payments, Fees, and Taxes

The Services support multiple payment methods for End Customer orders, and each involves a different flow:

For online card payments, your use of Stripe is subject to Stripe's own terms and policies, and Stripe acts as an independent controller of the payment data it processes. Abanro is not a payment service provider and does not hold, transmit, or take custody of End Customer funds.

Taxes. Merchants are solely responsible for determining, collecting, reporting, and remitting all taxes, duties, and government charges arising from their sales. Abanro does not calculate, collect, or remit taxes on behalf of Merchants unless expressly stated in writing.

10. Merchant Subscriptions and Billing

Certain features of the Merchant Application are offered on a paid subscription basis. By subscribing to a paid plan, you agree to the following:

• Billing. Subscriptions are billed through Stripe in subscription mode on a recurring basis (for example, monthly or annually) according to the plan you select. You authorize us and Stripe to charge your designated payment method for the applicable fees.
• Auto-renewal. Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period.
• Plan changes. If you upgrade or downgrade, fee adjustments apply from the next billing period or on a prorated basis, as indicated at the time of the change.
• Refunds. Except where required by applicable law, subscription fees are non-refundable, and there are no refunds or credits for partial billing periods, unused features, or periods during which your account was inactive.
• Failed payments. If a payment fails, we may retry the charge and may suspend or downgrade your access to paid features until payment is resolved.
• Price changes. We may change subscription prices with reasonable advance notice; changes apply from your next billing period.

Plan limits and entitlements are enforced by the Services and may restrict features (such as the number of products, orders, or messages) according to your plan.

11. Reseller Program

If you participate as a Reseller, the following additional terms apply:

• You will receive a referral code and may earn commissions on qualifying paid Merchant subscriptions attributable to your code, at the commission rate shown in your Reseller Portal.
• Commissions accrue only on Merchant subscription invoices that are actually paid, and may be reversed if the underlying payment is refunded, charged back, or reversed.
• Payouts are processed manually by the Abanro operations team upon request, to the bank details you provide. We may apply minimum payout thresholds, verification requirements, and processing timelines.
• You must not engage in fraudulent, deceptive, self-referral, spam, or otherwise abusive referral practices. We may withhold or reverse commissions, and suspend or terminate your participation, for any such conduct.
• You are an independent participant and not an employee, agent, partner, or joint venturer of Abanro. You are responsible for any taxes on commissions you earn.

We may modify or discontinue the Reseller Program, or change its commission structure, at any time with reasonable notice.

12. Acceptable Use

You agree not to use the Services to, and not to permit any third party to:

• Sell, advertise, or facilitate any illegal, prohibited, counterfeit, stolen, or infringing goods or services, or any goods restricted under applicable law (including weapons, illegal drugs, and other regulated items).
• Engage in fraud, deception, money laundering, or any unlawful or deceptive business practice.
• Send unsolicited, spam, or non-consensual messages, or violate any applicable messaging, telemarketing, or anti-spam law or the consent requirements described in our SMS Terms.
• Upload or transmit malware, or attempt to gain unauthorized access to the Services, other accounts, or our systems or networks.
• Probe, scan, scrape, reverse engineer, decompile, or attempt to extract source code from the Services, except to the extent expressly permitted by law.
• Interfere with or disrupt the integrity or performance of the Services, including by circumventing rate limits, shop isolation, plan limits, or security controls.
• Infringe the intellectual property, privacy, publicity, or other rights of any person.
• Misrepresent your identity or affiliation, or use the Services in a way that violates the Meta Platform Terms or any third-party terms.

We may investigate suspected violations and may remove Content, suspend features, or terminate accounts as described in Section 20.

13. Intellectual Property

The Services, including all software, code, designs, text, graphics, logos, trademarks, and other materials provided by Abanro (excluding your Content), are owned by Abanro or its licensors and are protected by intellectual-property laws.

Subject to your compliance with these Terms, Abanro grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose. No other rights are granted. You may not copy, modify, distribute, sell, lease, or create derivative works of any part of the Services, and you may not use our names, logos, or trademarks without our prior written consent.

14. Your Content and License Grants

You retain ownership of the Content you submit to or generate through the Services, including your product catalogs, images, shop information, and messages ("Your Content").

You grant Abanro a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, display, and transmit Your Content solely as necessary to operate, provide, secure, and improve the Services for you. For Content relating to End Customers, this license is exercised on behalf of the relevant Merchant, consistent with our Privacy Policy.

You represent and warrant that you have all rights necessary to submit Your Content and to grant the above license, and that Your Content does not violate any law or any third party's rights.

15. Third-Party Services

The Services integrate with and rely on third-party providers, including Meta Platforms (Instagram and Messenger), Stripe (payments and subscription billing), Google (Reseller sign-in), and our hosting, messaging, and email providers. Your use of those services may be subject to the third party's own terms and policies, and those third parties are responsible for their own services.

We do not control and are not responsible for the availability, performance, terms, or practices of any third-party service, and any interruption or change to a third-party service may affect the Services. Links to third-party sites are provided for convenience and do not constitute an endorsement.

16. Privacy and Messaging

Our collection and use of personal information is described in our Privacy Policy. Our use of SMS and text messaging, including how consent is obtained and how to opt out, is described in our SMS Terms. By using the Services, you acknowledge these documents, which are incorporated into these Terms by reference.

17. Disclaimers

The Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law. Abanro disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that any defects will be corrected. We do not warrant or endorse any Merchant, product, listing, or transaction, and we make no representation regarding the quality, safety, legality, or availability of any product sold through the Services.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

18. Limitation of Liability

To the maximum extent permitted by law, Abanro and its officers, directors, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to your use of (or inability to use) the Services, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Abanro's total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of (a) the total amounts you paid to Abanro in the twelve (12) months preceding the event giving rise to the claim, or (b) [USD 100 / equivalent amount].

Nothing in these Terms limits liability that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you.

19. Indemnification

You agree to indemnify, defend, and hold harmless Abanro and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) Your Content; (c) your products, sales, or relationships with End Customers; (d) your breach of these Terms or applicable law; or (e) your violation of any third-party right, including the Meta Platform Terms.

20. Suspension and Termination

You may stop using the Services and close your account at any time. Subject to Section 10, closing a paid account does not entitle you to a refund of prepaid fees.

We may suspend or terminate your access to all or part of the Services, with or without notice, if we reasonably believe that: you have violated these Terms or applicable law; your account poses a security, fraud, legal, or reputational risk; a required third-party service (such as Meta or Stripe) requires it; or it is necessary to protect the Services, other users, or third parties.

Upon termination, your right to use the Services ceases. Provisions that by their nature should survive termination — including Sections 13, 14, 17, 18, 19, 22, and 23 — will survive. We may retain and delete data following termination in accordance with our Privacy Policy.

21. Changes to the Services and These Terms

We may modify these Terms from time to time. When we make a material change, we will update the "Last Updated" date above and, where appropriate, notify Merchants and Resellers by email or in-app notice. Changes become effective when posted, unless a later effective date is stated or additional consent is required by law.

Your continued use of the Services after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services.

22. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of [Governing Law Jurisdiction], without regard to its conflict-of-laws rules.

Subject to any mandatory consumer-protection rights you have in your country of residence, you and Abanro agree that any dispute will be resolved exclusively by [the competent courts of / binding arbitration seated in] [Venue], and you consent to the personal jurisdiction of those forums.

Nothing in this section prevents either party from seeking injunctive or equitable relief to protect its intellectual property or confidential information.

23. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and SMS Terms, constitute the entire agreement between you and Abanro regarding the Services and supersede any prior agreements on that subject.
• Severability. If any provision is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary.
• No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
• Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including outages of third-party services such as Meta, Stripe, or our hosting provider.
• Notices. We may provide notices to you by email, in-app message, or posting on the Services. You may contact us using the details in Section 24.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Abanro.

24. Contact Us

If you have questions about these Terms, please contact us: