Terms of Use – WhatsApp Chat Messaging Services

By using the Sinch WhatsApp Chat Messaging Services, you hereby agree to these Terms of Use.

General Terms

1. Terms of Use

These Terms of Use are comprised of:

• (a) The terms set out in this document; and
• (b) The Sinch Terms of Service (collectively the “Service Agreement”).

Capitalized terms used but not defined herein shall have the meaning given to such terms in the Sinch Terms of Service.

2. Service

In consideration for Customer’s compliance with the Service Agreement, Sinch shall make available the services described below available to you (the “Services”). Such Services shall be subject to Sinch’s applicable Service Specifications, as may be amended from time to time in accordance with the Service Agreement. Sinch will provide Customer with:

• (a) A production messaging capability, enabling business messaging via the WhatsApp platform through salesforce.com, inc. (“SFDC”)
• (b) A secure cloud management portal to enable the Customer to manage their WhatsApp Business Messaging capability through Sinch (timelines for availability to be communicate
• (c) Unless otherwise agreed, each API shall be provisioned with a maximum throughput of 20 messages per second.

For the avoidance of doubt, any Services provided by Sinch to Customer under these Terms of Use after the acceptance hereof shall become subject to the terms of these Terms of Use.

3. Terms of Use

Customer agrees to use the Services pursuant to the terms and conditions set out in the Service Agreement and to accept and comply with all terms and conditions, rules and policies from WhatsApp relating to the use of the Service, including but not limited to the following (including all anti-corruption and trade compliance undertakings, representations and warranties therein):

• Facebook Terms for WhatsApp Business: https://www.whatsapp.com/legal/FB-terms-whatsapp-business
  
• WhatsApp Business Solution Terms: https://www.whatsapp.com/legal/business-solution-terms (including all terms incorporated therein
  
• WhatsApp Commerce Policy: https://www.whatsapp.com/legal/commerce-policy/
  
• WhatsApp Business Terms of Service: https://www.whatsapp.com/legal/business-terms/: and
• The WhatsApp Anti-Corruption and Trade Compliance terms included in Exhibit A (together the “WhatsApp T&Cs”).

For avoidance of any doubt, Sinch makes no representations as to where the Customer’s Data is being processed when using the Services.

4. WhatsApp Consent (End clients)

Customer may use the Services solely for its internal business purposes. Customer shall, as a condition to using the Services agree to abide by the WhatsApp T&C’s in connection with its use of the Services. Customer may not resell the Services or allow third parties to integrate with, access or use the Services (including messages) or the WhatsApp Business Solution or use WhatsApp’s names or trademarks to promote Customer’s business or in any other way unless approved in writing by Sinch, SFDC and WhatsApp. Without limiting the foregoing, Customer may not engage any third party business to perform services on its behalf in connection with Customer’s use of the Services without Sinch’s and SFDC’s approval; provided that the foregoing shall not prevent third party businesses from accessing Customer’s messages after Customer receives such messages (i.e. Customer, not Sinch or SFDC, passes the messages to such third party business).

5. Indemnification

Customer agrees that Customer’s indemnification obligation under the Services Agreement extends to any claims relating to, arising out of, or in any way in connection with any of the following: (i) Customer’s or any Service User’s access to or use of the Services, including information provided in connection therewith and (ii) Customer’s or any Service User’s breach or alleged breach of the WhatsApp T&C’s, the Services Agreement, these Terms of Use, or applicable laws.

Exhibit A

WhatsApp Anti-Corruption and Trade Compliance. You represent and warrant that you have not made a voluntary or other disclosure to, or received any notice, subpoena, request for information, or citation from, or are aware of any past or present investigation of you by 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 (“Governmental Authority “) related to alleged violations of any anti­corruption Laws. You acknowledge that U.S. and E.U. trade sanctions laws are applicable to Facebook, WhatsApp and the WhatsApp Business Solution and, as such, you represent and warrant that you are not subject to any U.S., E.U., or other applicable trade sanctions or economic restrictions. Notwithstanding anything to the contrary herein or in the WhatsApp T&Cs, WhatsApp may disclose information relating to any probable violation of this Exhibit A to any Governmental Authority whenever WhatsApp considers it necessary or prudent to do so.