Welcome to WHATSPER Ltd’s (“WHATSPER” “we” “us”) Website and Services. These terms and conditions and all applicable service-specific terms (“Terms of Service” or “Agreement”) govern your access to and use of this website operated by WHATSPER) and any service that we may provide to you (the “Services”).
Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.
We reserve the right, at any time, to update and change any or all of these Terms of Service, in our sole discretion, including but not limited to the fees and charges associated with the use of the Services. If we do so, we will post the modified Terms of Service on Whatsper.com (the “Site”) or notify you via a suitable email regarding such changes – though any such notification shall be with respect to any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes.
“Authorized Users” means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any WHATSPER competitor.
“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to WHATSPER by or on your behalf in relation to the use of the Services.
“Fair Use Policy” means the limits placed on usage as described in Section 2.5.
“Services” means services provided to you by WHATSPER through its platform (the “Platform”).
“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any instalments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
“Third-Party Services” means products, services, applications, or websites made available by third parties through the Services (i.e., companies or people who are not WHATSPER) including, but not limited to WhatsApp.
- WHATSPER Services
- Registration and Account. Customer must provide us, in order to create a WHATSPER account an accurate, current, and complete information, including its valid legal business phone number, Customer name, Facebook business account ID and other information we require. Customer will keep its business account information updated, and, will let us know regarding any change in such information via email (email@example.com). Customer’s name must not: (a) be false, misleading, deceptive, or defamatory; (b) parody a third party or include character symbols, excessive punctuation, or trademark designations; or (c) infringe any trademark, violate any right of publicity, or otherwise violate anyone’s rights. We reserve the right to reclaim account names on behalf of any business or individual that holds legal claim in those names. You agree to receive text messages and phone calls (from us or our third-party providers) with respect to our Services.
- Services. During the Term, subject to the terms and conditions of this Agreement, and solely for your personal or internal business purposes, WHATSPER grants you and your Authorized Users a right to access and use our Services, and support, if applicable, in accordance with this Terms.
- Communication Preferences. As part of your relationship with us, you permit WHATSPER to use your information to send you electronic communications (such as messages, emails, and phone calls via WhatsApp, email or otherwise) from us or our third-party providers, including: (a) notices about your account, password changes, payment authorizations, and other transactional information; and (b) information about products, services, surveys, events, news, and promotions offered by WHATSPER where permitted by applicable law. If you do not wish for WHATSPER to communicate with you in regard to (b) above, you may opt-out of future communications by contacting WHATSPER at the contact specified at the end of these terms, or by clicking the “unsubscribe” link in any such communication.
- Devices and Software. You must provide certain devices, software, and data connections, which we do not otherwise supply, to use our Services and WhatsApp’ services. You consent to manually or automatically download and install updates to our Services.
- Address Book. Through the Services, You provide us the phone numbers of WhatsApp users or such phone numbers may be provided by WhatsApp users which may wish to contact you. You confirm you are authorized to provide us such numbers to allow us to provide our Services and you will inform such WhatApp users that you’re using WHATSPER’s services.
- Fees and Taxes. All fees to WHATSPER shall be paid according to a suitable statement of work (the “SOW”) executed between us. However, with respect to any additional service required in order to use our Services, you are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Services.
- Updates and Functionalities. You acknowledge that from time to time WHATSPER may update its’ Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, WHATSPER shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”).
- Limitations on Use. You undertake to use the Services for your personal and / or internal use (as applicable) and for legal, authorized, and acceptable purposes. You shall (i) be responsible for your and your Authorized Users’ compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify WHATSPER if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services; (viii) be responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) use the Services to store or transmit any content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.
- Fair Use Policy. WHATSPER may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of WHATSPER.
- Third-Party Products and Services.
- You acknowledge that WHATSPER is a platform that uses the WhatsApp and Facebook services. Therefore, by using our platform, you (and your Authorized Users) will use WhatsApp’s and Facebook’s services as well, and will be bound by their terms of services, which can be found at https://www.whatsapp.com/legal/client. You also acknowledges that you and your Authorized User shall follow WhatsApp’s terms of services for business, as may be found at https://www.whatsapp.com/legal/business-terms/, https://www.whatsapp.com/legal/business-solution-terms and https://www.whatsapp.com/legal/business-terms-for-service-providers/ .
- You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase Third-Party Services from Supported Platforms and other third parties. When you access the Third-Party Services, you will do so at your own risk. These Third-Party Services may also allow you to store your Customer Content with the provider or operator of the Third-Party Services. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not WHATSPER. WHATSPER makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.
- Non-Exclusivity. You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict WHATSPER’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.
- Intellectual Property
- Ownership of Proprietary Rights. The Services, including without limitation any underlying data, software, platforms, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“WHATSPER’s IPR“) are the property of the WHATSPER and/or its respective affiliates or other third parties, which retains all right, title and interest in connection therewith. No transfer or grant of any rights by WHATSPER is made or is to be implied by any provision of these Terms of Service or by any other provision contained in the Services with respect to the WHATSPER’s IPR or otherwise, except for the limited license set forth in Section 2 above. “Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
- Feedback. You may from time to time provide suggestions, comments or other feedback to WHATSPER with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for WHATSPER notwithstanding anything else. You shall, and hereby do, grant to WHATSPER a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
- Customer Content. Nothing in this Agreement will confer on WHATSPER any right of ownership or interest in the Customer Content or the intellectual property rights there. However, in order to provide you the Service, You grant WHATSPER a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. WHATSPER may also use Customer Content for the purpose of supporting and developing the Services, provided that when doing so, WHATSPER shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein.
- Term and Termination
- Term of the Agreement (“Term”). The term of this Agreement shall commence on the day you sign the SOW and shall continue until your subscription ends, or your account is cancelled and you cease using our Services, or if by any reason WhatsApp have decided to terminated your account according to its terms of services, which may be found at Section 2.10.1 above. Without derogating the above, WHATSPER shall not be liable for any damages or loss caused due to WhatsApp’s / Facebook’s decision to terminate Customer’s account according to their own discretion.
- Termination. If you violate the letter or spirit of this Agreement, abuse the Services, or otherwise create risk or possible legal exposure to WHATSPER, we can terminate or suspend your access to the Services at our sole discretion. We will use commercially reasonable efforts to notify you by email or at the next time you attempt to access your account. You may also cancel or disable Services at any time, by sending a 30 days’ notice to firstname.lastname@example.org
- Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by WHATSPER; and (iii) you will pay WHATSPER all unpaid amounts owing to WHATSPER in accordance with the Commercial agreement.
- Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
- Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, WHATSPER EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WHATSPER SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, WHATSPER DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WHATSPER OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. WHATSPER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. WHATSPER DOES NOT CONTROL OR VET CUSTOMER CONTENT AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. WHATSPER IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. WHATSPER EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY WHATSPER OR ANYTHING RELATED TO WHATSPER, YOU MAY CANCEL YOUR WHATSPER ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 5.2 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND WHATSPER’S SOLE AND EXCLUSIVE LIABILITY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Your Indemnification. You shall defend, indemnify, and hold harmless WHATSPER, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of Section 2.3 or Section 2.5; (c) any breach of privacy laws (including regulations) by Customer and any of Customer’s representatives (including officers, employees, directors etc.) or any breach of security obligations set forth herein; or (d) relating to, or arising from, Third-Party Services.
- Limitation of Liability
- TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL WHATSPER AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT DEROGATING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, OR RELIANCE ON ANY OF WHATSPER’S IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY THE WHATSPER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
- WHATSPER is not responsible for any problems or technical malfunction of WhatsApp, any telephone network or lines, computer online systems, servers or providers, computer equipment, or software due to technical problems or traffic congestion on the internet or on the Services and/or Site, including any injury or damage to users or to any person’s computer or mobile device related to or resulting in connection with the use of the Services.
- In addition to the above, it is hereby clarified that upon WhatsApp’s and FaceBook’s sole discretion, connecting you to the Services or disconnecting you from the Services (due to any reason) may freeze or disrupt your ability to use WhatsApp services on the same telephone account used (or to be used) with the Services. Such WhatsApp’s and FaceBook’s decision may lead to a freeze of 60 days in using your account. WHATSPER is not responsible toward you for any problems or damage or loss, whether direct or in direct, due to WhatsApp’s and/or FaceBook decision or actions, with respect to their services, whether such decisions or actions stem from the connection, use or termination of the Services.
- You acknowledge that you use the Services on your own risk. WHATSPER shall not be liable regarding any forbidden and / or reckless and / or malice use of the Services, which may cause damage (direct, indirect, incidental, special etc.) to you and / or your Authorized Users and/ or devices, other than the warranties WHATSPER must provide to you in accordance with the applicable Law.
- Compliance with Laws and Regulations.
- Security Responsibilities.
- Customer may only allow Authorized Users to access and use the Services and the Customer’s account for purposes authorized under these Terms of Service. Customer is responsible for all activities occurring under its account. Customer must: (a) maintain the security of its account credentials; (b) keep its devices and WHATSPER account safe and secure; (c) prevent unauthorized use of or access to our Services; and (d) immediately notify WHATSPER if Customer discovers or suspects any security breaches related to our Services or if Customer discovers or suspects any such unauthorized access or use. Customer will implement and follow generally recognized industry standards and best practices for data and information security to protect Customer’s data, network, and systems from unauthorized access, use, or copying. Customer must promptly delete any user’s information it obtained via our Services if WhatsApp and/or we determine, in our reasonable discretion, that Customer breached its obligation to protect and prevent unauthorized use or access to its devices, account, or systems, breached these Terms of Service, or if these Terms of Service are terminated for any reason.
- (i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that WHATSPER has the right, at any time and for any reason, to redesign or modify the WHATSPER’s IPR and other elements of the Services or any part thereof; (iv) these Terms and the written agreement between you and WHATSPER is the entire agreement between you and WHATSPER regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties. These Terms of Service do not derogate from any terms and conditions of the written agreement between the WHATSPER and you; (v) WHATSPER may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without the prior written consent of WHATSPER. Any unauthorized assignment will be void and of no force or effect; (vi) no provisions of these Terms of Service are intended or shall be construed to confer upon or give to any person or entity other than you and WHATSPER any rights, remedies or other benefits under or by reason of these Terms of Service; (vii) WHATSPER’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by WHATSPER as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN ESPECT THEREOF. If you have any further questions or require further clarification, please contact us by sending an email to: email@example.com