Additional Terms - Whatsapp Terms | Pendula Additional Terms - Whatsapp Terms | Pendula

Additional Terms – Whatsapp Terms

1.          Introduction

1.1        These additional terms (WhatsApp Terms) are incorporated into your Agreement with us, in accordance with clause 2 of the Agreement terms and conditions. Terms not defined in these WhatsApp Terms take their meaning from the Agreement terms and conditions.

2.          Your relationship with WhatsApp

2.1        The WhatsApp Business Solution is provided by WhatsApp and Facebook.

2.2        You acknowledge and agree that in order to access and use the WhatsApp Business Solution, you must comply with:

(a)        these WhatsApp Terms;

(b)        WhatsApp Business Solution Terms;

(c)        WhatsApp Business Terms for Solution Providers (to the extent they are applicable to you);

(d)        the WhatsApp technical and product documentation;

(e)        the WhatsApp Business Solution Policy;

(f)         the Facebook Terms;

(g)        the Facebook Commercial Terms; and

(h)        any additional terms and policies required by Facebook or WhatsApp from time to time

which may be varied by Facebook or WhatsApp at any time.

2.3        You acknowledge that WhatsApp or Facebook may at any time prohibit your use of the WhatsApp Business Solution, and that none of WhatsApp, Facebook, or us are liable for any loss or damage you suffer or incur as a result of your inability to use the WhatsApp Business Solution.

3.          Data and Privacy

3.1        You acknowledge and agree that we may collect statistics and information on the types of user data you share with us in relation to the WhatsApp Business Solution and your usage of the WhatsApp Business Solution, and that we may disclose those statistics and information, along with identifying information about you, with WhatsApp, which is located in the United States of America, and Facebook, which is located in Ireland.

3.2        With respect to any data you obtain from using the WhatsApp Business Solution, you must not directly or indirectly:

(a)        with the exception of the content of your message threads, use such data to track, build, or augment profiles on individual WhatsApp users;

(b)        share, transfer, sell, license, or distribute such data, including any anonymous, aggregate, or derived forms of such data, to any third parties; or

(c)        retarget on or off of WhatsApp and the Facebook Companies’ services, use piggybacking or redirects, or combine that data with any other third-party sources of data.

3.3        Your access to the WhatsApp Business Solution may be terminated immediately if it is reasonably determined that you have breached the restrictions under clause 3.2.

3.4        Clause 3.2 survives termination of these WhatsApp Terms.

4.          Anti-Corruption and Trade Compliance

4.1        You must notify us if you are subject to any European Union or United States of America trade sanctions or economic restrictions.  Additionally, you must provide us with any information reasonably requested to validate you are not subject to any such trade sanctions or economic restrictions.  You acknowledge and agree that we may disclose this information to WhatsApp and Facebook.

5.          Suspension and Termination

5.1        Your access to the WhatsApp Business Solution may be immediately suspended or terminated if:

(a)        you breach these WhatsApp Terms or any of the terms referred to in clause 2.2;

(b)        such action is necessary to comply with applicable Laws, rules or regulations;

(c)        such action is necessary to protect the integrity, security, stability, availability, or privacy of any Facebook Company, or any Facebook Company products, systems, or data and/or any users;

(d)        such action is necessary to protect any Facebook Companies from regulatory, financial, or legal liability; or

(e)        such action is necessary to prevent or limit risk of harm or damage (including reputational harm or damage) to any Facebook Companies and/or any Facebook Company products, systems, or data.

5.2        We may terminate your access to the WhatsApp Business Solution at any time if such access is removed by WhatsApp or Facebook.  We will give you reasonable notice of such termination wherever possible.

5.3        Subject to clause 9.4 of the Agreement terms and conditions, if your access is suspended or terminated under this clause 5, none of WhatsApp, Facebook, or us will be liable to you for any refund of Fees paid, or any loss or damage you suffer or incur.

5.4        Clauses 4 and 6 survive termination of these WhatsApp Terms.

6.          Indemnity and limitation of liability

6.1        You are liable for, and indemnify us from and against, all loss or damage (including legal costs) incurred or suffered by us however caused in connection with your breach of these WhatsApp Terms or any of the terms referred to in clause 2.2.

6.2        You acknowledge that Facebook, its affiliates and its suppliers are not liable to you for any direct, indirect, incidental, special, reliance, exemplary, or consequential damages of any kind, or for damages related to lost profits, regardless of the form of action, even if Facebook (including any affiliate) has been advised of the possibility of such damages.

7.          Conditions on Governmental Authority use

7.1        If you are a Governmental Authority, you represent that

(a)        no applicable Law, policy, or principle restricts you from agreeing and performing, or accepting performance of, any term or condition of the Facebook Terms;

(b)        no applicable Law, policy, or principle renders any term or condition of the Facebook Terms unenforceable against you;

(c)        you are authorised to, and have the legal capacity under applicable Laws, policies, and principles to represent and bind any applicable Governmental Authority to the terms and conditions of the Facebook Terms;

(d)        you accept the Facebook Terms based upon an impartial decision concerning the value of the WhatsApp Business Solution to you, and no improper conduct or conflict of interest has influenced your decision to accept the Facebook Terms; and

(e)        you have followed all legally required government procurement processes to accept the Facebook Terms.

7.2        If a Governmental Authority accepts the Facebook Terms in violation of clause 7.1, you acknowledge that:

(a)        all or a portion of the Facebook Terms may be terminated;

(b)        the Facebook Terms may be modified with your agreement;

(c)        these WhatsApp Terms and your access to the WhatsApp Business Solution may be terminated; or

(d)        you may be required to enter into a separate mutually agreeable and enforceable agreement in relation to the WhatsApp Business Solution.

8.          This Agreement

8.1        In the event that we cease to provide you with the WhatsApp Business Solution or cease to carry on our business, neither WhatsApp nor Facebook are obliged to provide you with the WhatsApp Business Solution, refund any Fees you have paid to us, or assume any relationship with you.

9.          Definitions

9.1        In these WhatsApp Terms:

Facebook means Facebook Ireland Limited, an Irish corporation with offices at 4 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland, unless you are located in the United States, Canada or Brazil, in which case, Facebook means Facebook, Inc., of Menlo Park, California, United States.

Facebook Company has the meaning given to in the Facebook Terms.

Governmental Authority means a U.S. or non-U.S. multinational, national, regional, federal, state, municipal, local, territorial, provincial or other governmental department, regulatory authority, commission, board, bureau, agency, ministry, self-regulatory organization or legislative, judicial or administrative body, including any other entities funded in whole or in part by any of the foregoing.

Law means all applicable local, state, provincial, territorial, federal and international laws, regulations, rules and conventions, including those related to data privacy and data transfer, international communications, public procurement requirements, and the exportation of technical or personal data.

WhatsApp Business Solution means the platform which enables businesses to communicate with consumer users on the WhatsApp network.

WhatsApp means WhatsApp Inc., a Delaware corporation with offices at 1601 Willow Road, Menlo Park, California, United States of America, being an affiliated company of Facebook.