1. DEFINITIONS 

Capitalized terms are defined in the Glossary at the end of this document. 

2. SUPPLY OF SERVICE AND RESTRICTIONS 

2.1 Supply of Service. 

Subject to the terms of the Agreement, Sinch India will make the Service available to Customer. 

2.2 Grant of Rights. 

Sinch India grants to Customer a non-exclusive and non-transferable right to use the Service as permitted under the Agreement solely for the Customer’s internal business operations. 

2.3 Acceptable Use Policy. 

With respect to the Service, Customer shall not: 

(a) except to the extent such rights cannot be validly waived by law, disassemble, decompile, reverse-engineer, copy, translate or make derivative works, 

(b) market, rent, sell, lease or use for non-civilian purposes, 

(c) transmit any content or data that is unlawful, including without limitation any unlawful voice calls, or infringes any intellectual property rights, or 

(d) circumvent or endanger Sinch India’s operation or security. 

2.4 Monitoring. 

Sinch India may, but is under no obligation to, monitor use of the Service (only to the extent allowed by applicable law): 

(a) to comply with applicable law, regulation, or other governmental request or order including disclosing Customer Data in accordance with such law, regulation, request or order; 

(b) to verify Customer’s compliance with the Agreement; 

(c) to protect the integrity of its systems and networks and those of its suppliers; 

(d) as necessary to provide and support the Service; or 

(e) as otherwise approved or requested by Customer. 

2.5 Compliance. 

Customer shall promptly provide any information as Sinch India may request relating to Customer Data or Customer’s use of the Service: 

(a) to determine Customer’s compliance with the Agreement, and 

(b) in response to any request made by any regulatory or governmental, legal or statutory body. 

2.6 Operating Instructions. 

Customer shall comply, and use the Service in accordance, with the operating guidelines and policies relating to the use of the Services. 

2.7 Suspension of Service. 

Sinch India may suspend use of the Service: 

(a) as necessary to comply with applicable law or regulation; 

(b) to perform maintenance (whether planned or emergency) or repair to the Sinch India Network; 

(c) if the use poses a threat to the integrity or continued operation of the Sinch India Network or any part of it; 

(d) if the use is in breach of the Agreement or otherwise exposes Sinch India to legal liability; 

(e) in Sinch India’s sole discretion, if not doing so would have a material harm on the Services or Sinch India’s provision thereof; or 

(f) if Sinch India is unable to provide the Service due to a termination or alteration of Sinch India’s relationship with any third party or the termination or suspension of any license or authorization necessary to provide the Service. 

Sinch India will promptly notify (email permitted) Customer of the suspension. Sinch India will endeavor to limit the suspension in time and scope as reasonably possible under the circumstances, and resume the Service once the cause of the suspension has been remedied, provided that if a suspension is due to Customer’s actions or inactions, Sinch India will resume the Service once Customer has remedied the cause of the suspension and Customer will pay any applicable reconnection charge or, if no charge is specified, Customer shall reimburse Sinch India for all reasonable costs and expenses incurred by Sinch India in resuming the Service and further provided that Sinch India may terminate the Agreement if Customer does not remedy the cause of the suspension within thirty (30) days. 

2.8 Third Party Services and Application. 

The Service may include integrations with web services, software and/ or application by third parties (other than Sinch India or its Affiliates) that are accessed through the Service and subject to terms and conditions with those third parties.

2.9 Anti-Fraud 

Sinch India adopts measures to identify and prevent fraud and illegal practices during the use of the Service, including, without limitation, the verification of links inserted by the Customer during the use of the Service. Sinch India does not represent that it will be able to block or prevent the transmission of fraudulent messages or voice calls. Customer is responsible for ensuring that its account is not used to transmit fraudulent messages or voice calls. Fraud, including artificial inflated traffic originating from the Customer, will not excuse Customer’s payment obligations under the Agreement. 

3. SINCH INDIA RESPONSIBILITIES 

3.1 Provisioning. 

Sinch India provides access to the Service as described in the Order Form. 

3.2 Support. 

Sinch India provides support for the Service as referenced in the Order Form. 

3.3 Modifications. 

(a) The Service may be modified by Sinch India. Sinch India will inform Customer of modifications by email, the support portal, release notes, Documentation or the Service. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the Service, which Customer may use subject to the then- current Supplement and Documentation. 

(b) If Customer establishes that a modification by Sinch India causes a materially adverse impact on Customer’s use of the Service and is not reasonably acceptable to Customer for legitimate business reasons, Customer may terminate its access to the affected Service by providing written notice to Sinch India within thirty (30) days of such modification. 

3.4 Excluded Events. 

Notwithstanding any provision to the contrary in the Agreement, Sinch India shall not be liable for any failure to perform or any delay in performing an obligation under the Agreement if such failure or delay arises as a result of or in connection with the occurrence of an Excluded Event. 

4. CUSTOMER RESPONSIBILITIES AND CUSTOMER DATA 

4.1 Customer Obligations. 

Customer shall: 

(a) comply with all laws and regulations applicable to it in connection with the Customer Data and Customer’s use of the Service, including but not limited to telecommunications laws and regulations, export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, restricted state lists or restrictive measures administered. 

(b) continue to obtain all necessary permits, consents, rights, authorisations, or certifications for its use of the Service, including, but not limited to, any Customer Data transmitted as part of that use; and 

(c) immediately comply with such directions and/or orders as may be issued from time to time by a governmental or regulatory authority in relation to the Customer Data or its use of the Service and shall cooperate with Sinch India’s request for assistance in conforming the Service to any new requirements or determinations. 

4.2 Customer Data. 

Customer is solely responsible for all Customer Data. Customer (i) grants to Sinch India (including its Affiliates and subcontractors) a nonexclusive, worldwide right to use, modify, adapt and process Customer Data to analyse, develop, test, and operate, provide and support the Services and/or any of products of Sinch India and its Affiliates and (ii) acknowledges that neither Sinch India, its Affiliates, nor their respective suppliers exercise any control over Customer Data, and act as a mere or passive conduit in transmitting and handling Customer Data.

Customer acknowledges and agrees that any Messages sent through Sinch India are deemed to have been sent and/or authorized by Customer.

4.3 Personal Data. 

Customer will collect and maintain all Personal Data necessary to utilise the Service, and all required consents associated with such Personal Data, in compliance with applicable Data Protection Laws. 

4.4 Co-operation. 

The Customer shall reasonably co-operate with Sinch India in Sinch India’s supply and support of a Service, including any diagnostic or other maintenance or upgrade activities. 

4.5 Access and Security. 

Customer has the sole and exclusive responsibility for the installation, configuration, security (including firewall security), and integrity of all Customer facilities, systems, equipment, proxy servers, software, networks, network configurations and the like (the “Customer Equipment”) used in conjunction with or related to the Service(s) provided by Sinch India, including, without limitation, Customer’s connectivity to any third party. Customer will maintain reasonable security standards to protect the Sinch India Network from unauthorised access, including, but not limited to, protecting Customer’s passwords from being disclosed to or accessed by third parties. Customer shall immediately inform Sinch India if the Customer becomes aware of any possible or actual unauthorised use, misuse or access of the Service. 

4.6 Disaster Recovery. 

Customer is solely responsible for all disaster recovery, business continuity and back up arrangements in respect of its own equipment and all of its Customer Data. 

4.7. Test Account.

Sinch India may make an account available to the Customer for the purposes of testing of certain Services . The terms of the Agreement shall govern the Customer’s use and access to such test account and test Services. The Customer shall ensure that the test account and test Services are used only for the purpose of testing, and not for any production, commercial or other purpose. The Customer shall comply with any relevant instructions or protocols Sinch India notifies the Customer of in relation to the test account and test Services. The Customer agrees that Sinch India can withdraw such test account and test Services at any time (with or without notice to the Customer). 

5. FEES AND TAXES 

5.1 Fees and Payment. 

Customer will pay fees as stated in the Order Form. Unless otherwise stated in the Order Form, Customer will pay fee within thirty (30) days from the date of invoice (due date). In the event that the Customer does not pay the fees within the due date and a further period of seven (07) business days from the due date, then Sinch India may (i) charge interest @ 1.5% per month on the unpaid fees till the full fees is received, and/or (ii) suspend the Customer’s access to the Service till the full fees is received. Customer cannot withhold, reduce or set-off fees owed during the Term. The fees payable shall be calculated by reference to data recorded or logged by Sinch India and not by reference to any data recorded or logged by the Customer. Invoices issued by Sinch India shall be final, conclusive and binding on the Customer, provided that the Customer may dispute an invoice in writing and in good faith, post due diligence, no later than seven (07) business days from the date of invoice but further, provided that Customer will timely pay any undisputed part of such invoice. No omission or delay by Sinch India in invoicing any sums shall prohibit Sinch India from raising an invoice at a later date nor shall it relieve the Customer of the Customer’s liability to pay. 

5.2 Taxes. 

Unless otherwise stated in an Order Form, fees and other charges imposed under an Order Form will not include taxes, including withholding taxes, all of which will be for Customer’s account. Customer is responsible for all taxes including withholding taxes, other than Sinch India’s income and payroll taxes. If Sinch India is required to pay taxes (other than its income and payroll taxes), Customer will reimburse Sinch India for those amounts and indemnify Sinch India for any taxes and related costs paid or payable by Sinch India attributable to those taxes. 

5.3 Set-off. 

Sinch India may, without notice to the Customer, set-off any sums owed by the Customer under this Agreement and/or any other agreement with Sinch India against any sums owed by Sinch India to Customer regardless of the place of payment or currency of such obligations. 

6. TERM AND TERMINATION 

6.1 Term. 

The Term is as stated in the Order Form. 

6.2 Termination by Either Party. 

A party may terminate the Agreement: 

(a) upon thirty (30) days written notice of the other party’s material breach unless the breach is remedied during that thirty-day period; 

(b) as permitted under Sections 3.3(b), or 8.1(c) (with termination effective thirty (30) days after receipt of notice in each of these cases); or 

(c) immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 11 or 13.6. 

6.3 Termination by Sinch India. 

In addition to the termination rights set out in Section 6.2, Sinch India may also terminate the Agreement, or any specific Service being affected at any time: 

(a) upon any termination of a network operator, third-party subcontractor, supplier, or interconnected carrier relationship with Sinch India or its Affiliates or the discontinuance of support for equipment or a component of service necessary for Sinch India to provide the Service; 

(b) upon any legal, regulatory or governmental prohibition or limitation affecting the Service; or 

(c) upon the termination or expiry of any license necessary to provide the Service. 

Sinch India will endeavor to limit the termination in time and scope as reasonably possible under the circumstances. In addition, Sinch India may terminate the entire Agreement immediately, without prejudice to the other clause in the Agreement and in applicable legislation, if any illegal practice and/or fraudulent use of the Service is proven. 

6.4 Effect of Expiration or Termination. 

Upon the effective date of expiration or termination of the Agreement: 

(a) Customer’s right to use the Service and all Sinch India Confidential Information will end; 

(b) Sinch India will cease providing the applicable Service; 

(c) Confidential Information of the disclosing party will be returned or destroyed as required in writing by the disclosing party; 

(d) Customer shall promptly pay to Sinch India all outstanding amounts due and payable under the Agreement; and 

(e) termination or expiration of the Agreement does not affect other agreements between the parties. 

7. WARRANTIES 

7.1 Compliance with Law. 

Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with (i) in the case of Sinch India, the operation of Sinch India’s business as it relates to the Service and (ii) in the case of Customer, the Customer Data and the Customer’s use of the Services. 

7.2 Disclaimer. 

Except as expressly provided in the Agreement, neither Sinch India nor its subcontractors make any representation or warranties, and Sinch India and its subcontractors disclaim all representations, warranties, terms, conditions or statements, which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are excluded to the fullest extent permitted by law including the implied conditions, warranties or other terms as to merchantability, suitability, originality, or fitness for a particular use or purpose. In addition, except as expressly provided in this Agreement, neither Sinch India nor its subcontractors make any representations, warranties, terms, conditions or statements of non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Sinch India or product roadmaps in entering into the Agreement. Customer acknowledges that (i) the Service has not been specifically designed to meet its and/or any of its customer’s or end-user’s individual requirements; and (ii) the Service will not be error-free, uninterrupted, or free from unauthorized access. Except as expressly stated in this Agreement, the Service is provided on an ‘as is’ and ‘as available’ basis. 

8. THIRD PARTY CLAIMS 

8.1 Claims Brought Against Customer. 

(a) Sinch India will defend Customer against claims brought against Customer by any third party alleging that Customer’s use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right. Sinch India will indemnify Customer against all direct damages finally awarded against Customer (or the amount of any settlement Sinch India enters into) with respect to these claims. 

(b) Sinch India’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of the Agreement; (ii) use of the Service in conjunction with any product or service not provided by Sinch India, or (iii) use of the Service provided for no fee. 

(c) In the event a claim described in Section 8.1(a) is made or likely to be made, Sinch India may (i) procure for Customer the right to continue using the Service under the terms of the Agreement, or (ii) replace or modify the Service to be non-infringing without material decrease in functionality. If these options are not reasonably available, Sinch India or Customer may terminate Customer’s access to the affected Service upon written notice to the other. 

8.2 Third Party Claim Procedure. 

(a) Customer will timely notify Sinch India in writing of any claim. 

(b) Sinch India will have the right to fully control the defense (and Sinch India shall be free to delegate such claim to its third party insurer or indemnifier). 

(c) Customer shall fully cooperate in the defense of such claim and shall not undertake any action that is prejudicial to Sinch India’s rights. 

(d) The Customer shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to Sinch India’s rights. 

8.3 Exclusive Remedy. 

The provisions of Section 8 state the sole, exclusive, and entire liability of Sinch India, its Affiliates, and subcontractors to Customer, and is Customer’s sole remedy, with respect to third party claims and to the infringement or misappropriation of third party intellectual property rights. 

9. LIMITATION OF LIABILITY 

9.1 Unlimited Liability. 

Neither party will exclude or limit its liability for damages resulting from: 

(a) fraud or fraudulent misrepresentation; 

(b) death or bodily injury arising from either party’s gross negligence or willful misconduct; 

(c) any failure by Customer to pay any fees due under the Agreement; or 

(d) any liability that cannot be excluded or limited by applicable law. 

9.2 Liability Cap. 

Subject to Sections 9.1 and 9.3, under no circumstances and regardless of the nature of the claim, shall the maximum aggregate liability of either party (or its respective Affiliates or Sinch India’s subcontractors) to the other party or its Affiliates or any other person or entity (howsoever arising) under or in connection with this Agreement including (but not limited to) liability for breach of contract, tort (including but not limited to negligence), misrepresentation (whether tortious or statutory), breach of statutory duty, breach of warranty, claims by third parties from any repudiatory, material, or other breach (however minor) of this Agreement (whether or not intentional), from willful misconduct or otherwise, not exceed twelve (12) month fee paid by Customer for all events (or series of connected events) arising in any twelve (12) month period. Any “twelve (12) month period” commences on the Term start date or any of its yearly anniversaries. Fees under this Agreement will not be counted towards the capped liability of the Customer. 

9.3 Exclusion of Damages. 

Subject to Section 9.1: 

(a) Under no circumstances shall either party (nor its respective Affiliates or Sinch India’s subcontractors) be liable to the other party or its Affiliates or any other person or entity (whether or not the other party had been advised of the possibility of such loss or damage) for any of the following types of loss or damage arising under or in relation to this Agreement (whether arising out of liability under breach of contract, tort (including but not limited to negligence), misrepresentation (whether tortious or statutory), breach of statutory duty, breach of warranty, claims by third parties from any repudiatory, material, or other breach (however minor) of this Agreement (whether or not intentional): 

(a) (i) any loss or inaccuracy of data, (ii) loss of profits, (iii) loss of business, (iv) loss resulting from business disruption, (v) loss of contracts, (vi) loss of revenue, (vii) loss of anticipated savings, (viii) loss of goodwill, (ix) loss of reputation, (regardless of whether these types of loss or damage listed in this sub-clause (A) are direct, indirect, special or consequential); or 

(b) any special, incidental, consequential, or indirect losses or damages or for exemplary or punitive damages; 

(b) Sinch India will not be liable for any damages caused by any Service provided for no fee. 

9.4 Risk Allocation. 

The Agreement allocates the risks between Sinch India and Customer. The fees for the Service reflect this allocation of risk and limitations of liability. 

10. INTELLECTUAL PROPERTY RIGHTS 

10.1 Sinch India Ownership. 

Sinch India, its Affiliates or licensors own all intellectual property rights in and related to the Service, Documentation, design contributions, related knowledge or processes, and any derivative works of them, including any feedback Customer may provide to Sinch India about the Service in connection with Customer’s use of the Service. All rights not expressly granted to Customer are reserved to Sinch India, its Affiliates and its licensors. 

10.2 Customer Ownership. 

Customer retains all rights in and related to the Customer Data as between Customer and Sinch India. 

10.3 Non-Assertion of Rights. 

Customer covenants, on behalf of itself and its successors and assigns, not to assert against Sinch India, its Affiliates or licensors, any rights, or any claims of any rights, in any Service or Documentation. 

11. CONFIDENTIALITY 

11.1 Use of Confidential Information. 

(a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel or representatives or those of its Affiliates whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of non-disclosure and non-use at least as strict as those in Section 11. Customer will not disclose the Agreement or the pricing to any third party. 

(b) Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 11. 

(c) The receiving party will return or destroy all Confidential Information promptly after being requested to do so by the disclosing party. 

11.2 Exceptions. 

The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that: 

(a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; 

(b) is available to the public without breach of the Agreement by the receiving party; 

(c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions; or 

(d) the disclosing party agrees in writing is free of confidentiality restrictions. 

11.3 Compelled Disclosure 

The receiving party may disclose Confidential Information pursuant to a lawful requirement or request from a court or governmental agency (including pursuant  of stock market rule or regulation); provided that prior to making any disclosure, the receiving party will (a) give the disclosing party written notice, to the extent commercially practicable and not otherwise prohibited by law, sufficient to allow the disclosing party to seek a protective order or other appropriate remedy and (b) disclose only that portion of the Confidential Information it is required to disclose, based on advice of its counsel, to comply with such legal requirement, and will use commercially reasonable efforts to obtain confidential treatment for any of the Confidential Information so disclosed. 

11.4 Publicity. 

Customer agrees that Sinch India may use Customer’s name and logo in customer listings or quarterly calls with its investors or, as part of Sinch India’s marketing efforts (including reference calls and stories, press testimonials, site visits, at times mutually agreeable to the parties). Customer agrees that Sinch India may share information on Customer with its Affiliates for marketing and other business purposes. 

12. DATA PROTECTION 

12.1 Data Controller. 

The Customer acknowledges that Sinch India shall act as: 

an independent Data Controller with respect to the processing of Personal Data that is necessary  to provide its communications services and carry out its necessary functions and business as a communication services provider, including necessary measures to prevent spam and fraud and measures for control, security, and maintenance of its network, management of its business and compliance functions, consistent with its obligations under applicable laws including Data Protection Law. 

12.2 Data Processor. 

When Sinch India processes Personal Data on behalf of the Customer (in accordance with Data Protection Law), Sinch India can be qualified as a Data Processor and the Customer as a Data Controller as defined within this Agreement. 

Each party shall comply with applicable Data Protection Law. The Customer has the obligation to inform Sinch India, in writing, about the Data Protection Law applicable to the processing of Personal Data for which the Customer is the Data Controller and Sinch India is the Data Processor. 

The Customer represents and warrants, and covenants that the Customer has and will maintain all necessary rights, licenses and consents to provide Sinch India with Customer Data. Sinch India may require that Customer provides evidence thereof whenever necessary and in accordance with the terms of the Agreement. 

The Customer acknowledges,  and agrees that Sinch India may retain, store, use and disclose Customer Data to the extent necessary to provide and improve the Services and to satisfy applicable legal, accounting or regulatory requirements. Sinch India will establish processes to ensure compliance with applicable laws. 

13. MISCELLANEOUS 

13.1 Severability. 

If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement. 

13.2 No Waiver. 

A waiver of any breach of the Agreement is not deemed a waiver of any other breach. 

13.3 Electronic Signature. 

Electronic signatures that comply with applicable law are deemed original signatures. 

13.4 Regulatory Matters. 

Sinch India Confidential Information is subject to export control laws of various countries. Customer will not submit Sinch India Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Sinch India Confidential Information to countries, persons or entities if prohibited by export laws. 

13.5 Notices. 

All notices will be in writing and given when delivered to the address set forth in an Order Form with copy to the legal department. Notices by Sinch India relating to the operation or support of the Service, and as otherwise permitted in the GTC or an Order Form (including, but not limited to, those under Sections 2.7 and 5.1 of this GTC) may be in the form of electronic mail to Customer’s authorized representative or administrator, with such notice deemed to have been given upon dispatch from Sinch India’s email server. 

13.6 Assignment. 

Without Sinch India’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. Sinch India may assign the Agreement to any of its Affiliates or to the surviving entity in a merger or in an acquisition of all or substantially all of its assets. Any attempted assignment in violation of the provisions of this Section will be void ab initio. 

13.7 Subcontracting and use of Affiliates. 

Sinch India may subcontract parts of the Service to third parties. Sinch India is responsible for breaches of the Agreement caused by its subcontractors. Nothing shall prevent Sinch India from delegating the performance of any or all of its obligations under this Agreement to any Affiliate. 

13.8 Relationship of the Parties. 

The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement. 

13.9 Rights of third parties. 

Except as specifically provided for in this Agreement, this Agreement does not give rise to any third party being a third party beneficiary of this Agreement or being entitled to any rights whatsoever, including, but not limited to, the right to enforce any term of this Agreement. Under this Agreement, any liability, loss or damage incurred or suffered by an Affiliate of Sinch India in relation to the supply of the Service to, or use by, Customer pursuant to this Agreement shall be deemed to constitute a liability, loss or damage incurred or suffered by Sinch India. 

13.10 Force Majeure. 

Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance. 

13.11 Anti-Corruption. 

The parties, in addition to acting according to this Agreement, will comply with all Anticorruption and Bribery applicable legislation. Neither party nor its officers, directors, employees, agents, affiliates, delegates or representatives shall pay, offer or promise to pay or authorize the payment, directly or indirectly, of any money, gift, or any other type of favoring to an official or employee of a private organization or company, the government or a state agency, an agency or company which majority partner is a state body, a public organization, a candidate for public office or a political party, a member of a political party, any person acting in an official governmental capacity and any person or entity acting for or for the benefit of any of the parties mentioned in this paragraph, for the purpose of influencing any action or decision, whether to obtain a commercial advantage or to obtain or retain business, or to direct transactions for any person. The parties further agree to maintain books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions undertaken and the disposition of assets; and will maintain, and provide to the other party on request, information that is reasonably required to verify compliance with this paragraph. 

13.12 Export Regulations. 

Customer acknowledges that the products delivered by Sinch India under this Agreement may be controlled under applicable export and import control or sanctions laws and regulations and Customer may require an export or import license from a government authority to export, transfer or import any Hardware, Software or Documentation. Customer represents that it is not on any sanction lists such as the EU restrictive list or the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons and warrants it will only use the products for civil and peaceful use and not use the products to develop or produce conventional weapons and/or nuclear, chemical, biological weapons or missiles. Nothing in this agreement shall be read as requiring either party to be directly or indirectly involved in export, re-export, transfer, use of goods, technology, software, or services that is prohibited by applicable export control or sanctions laws 

13.13 Governing Law and Dispute. 

INDIA: The Agreement will be governed by, and construed in accordance with, the laws of India. All disputes will be subject to the exclusive jurisdiction of the Courts located in New Delhi. 

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one (1) year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s). If Customer fails to pay Sinch India any amounts due under this Agreement, Customer will be liable for and pay to Sinch India all expenses Sinch India incurs in collecting such unpaid amounts, including fees Sinch India pays to a debt collection agency. In addition, in any jurisdiction in which attorneys’ fees and expenses are not awarded to the prevailing party, if either party commences a legal action in connection with this Agreement, the prevailing party will be entitled to recover as a part of the action its reasonable third-party, out-of-pocket attorneys’ fees, and all other reasonable expenses actually incurred. The prevailing party for the purpose of this clause shall be determined by the trier of fact.

13.14 Entire Agreement. 

The Agreement constitutes the complete and exclusive statement of the agreement between Sinch India and Customer relating to the subject matter of the Agreement and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representation, discussion, collateral contract or other assurance except those expressly set out in the Agreement. Each party waives all rights and remedies which, but for this Section, might otherwise be available to it in respect of any such representation, discussion, collateral contract or other assurance. Except as permitted under Section 3.3, this Agreement may be modified only in writing signed by both parties. The Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order furnished by one party to the other, and any additional terms and conditions in any such purchase order shall have no force and effect, notwithstanding the non-furnishing party’s acceptance or execution of such purchase order. 

Glossary 

1. “Affiliate” means, in relation to Sinch India or the Customer, any legal entity controlling, controlled by, or under common control with such party, whereby “control” means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership on the board of directors, by agreement or otherwise and, in any event and without limitation of the foregoing, any entity owning more than fifty percent (50%) of the voting securities of a second entity shall be deemed to control that second entity (and “controlling” and “controlled” shall have a corresponding meaning). Any legal entity will be considered an Affiliate as long as that interest is maintained. 
2. “Agreement” means an Order Form and documents incorporated into an Order Form. 
3. “Confidential Information” means 

(a) with respect to Customer: (i) Customer marketing and business requirements, (ii) Customer implementation plans, and/or (iii) Customer financial information.

(b) with respect to Sinch India: (i) the Service, Documentation,  and (ii) information regarding Sinch India research and development, product offerings, pricing and availability. 

(c) Confidential Information of either Sinch India or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential in writing at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. 

(d) Confidential Information does not include Customer Data. 

4. “Customer Data” means any content, messages, data and/or information that Customer delivers or uploads to the Sinch India Network or to a Service or provides via a Service. Customer Data and its derivatives will not include Sinch India’s Confidential Information nor any usage data that arises or Sinch India generates in the supply of the Service. 
5. “Data Protection Law” means the relevant laws and other regulations applicable to the collection, use, storage, disclosure or otherwise processing personal data (such as but not limited to and as far as applicable section(s) 43A and 72A of the Information Technology Act and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011. 
6. “Documentation” means Sinch India’s then-current technical and functional documentation as well as any service descriptions and roles and responsibilities descriptions, if applicable, for the Service which is made available to Customer with the Service. 
7. “Excluded Event(s)” means any of the following: (i) a fault in, or any other problem associated with, systems not operated or managed by Sinch India; (iii) any breach of the Agreement by the Customer or a third-party within the Customer’s direct control or any third party supplier to the Customer; (iv) any act by the Customer which interferes with or impedes the supply and support of the Service; (v) any suspension of the Service in accordance with the terms of the Agreement; or (vi) any other circumstances caused by events for which Sinch India is not liable in accordance with the terms of the Agreement. 
8. “Indemnity” means any section within an Order Form, Supplement or GTC identified as an indemnity either by its wording or its heading. 
9. “Intellectual Property Rights” means copyrights, database rights, patents, patent applications, patent rights, trademarks, trademark applications, trademark registrations, trademark rights, trade secrets, rights in know-how and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action). 
10. “Order Form” means the ordering document (including an electronic form and/or order submitted through an online ordering platform) for the Services that references the GTC. 
11. “Personal Data” information about an individual that is defined as “personal data” or “personal information” as defined within the applicable Data Protection Law. 
12. “Service” means any distinct service or services that Sinch India provides pursuant to an Order Form including any support associated with such service or services. 
13. “Sinch India Network” means the digital networks (wireless or otherwise), server(s), hardware, software and/or any other equipment that Sinch India owns, operates or leases, in its sole discretion, in connection with the supply of the Service  and including any extranet access provided by Sinch India in connection with the supply of the Service. 
14. “Supplement” means the Supplemental Terms and Conditions that apply to the Service and that are incorporated in an Order Form. 
15. “Term” means the term identified in the applicable Order Form, including all renewals. 

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This Acceptable Use Policy (“AUP”) describes activities that are not allowed in connection with your use of the Sinch India Mailhub^® Email Services. The AUP is incorporated by reference in your Agreement with Sinch India. 

The Internet is still evolving, and the ways in which the Internet may be abused are also still evolving. Therefore, we may from time to time amend this AUP to further detail or describe reasonable restrictions on your use of our Services. 

If you breach this AUP we may limit, suspend, or terminate your account in accordance with our Terms of Use. We may intercept or block any content or traffic belonging to you or to users where services are being used unlawfully or not in accordance with this AUP. 

1. Requirements 

Customer will follow these guidelines when sending emails using the Service: 

1A - All email sending metrics to remain within Sinch India’s thresholds: 

*Sinch India reserves the right to update the parameters of the acceptable sending threshold without prior notice. 

1B - Acquiring or sending to a third-party mailing list is prohibited. Use of contact lists that are bought, rented or scraped from third-parties is prohibited by law in most countries, and is absolutely prohibited on Sinch India servers. 

1C - Emails (unless transactional) can only be sent where permission has been expressly obtained in nature and can only be sent to recipients who have granted clear, explicit and provable consent to receive communication. This consent should be granted through a confirmed single or double opt-in system that clearly expresses the topic of the subscription on an online or offline form via an unmarked by default checkbox. 

1D - Proof of consent must be provided in the event of an escalated abuse complaint. We take escalated abuse complaints received from recipients very seriously. At any given moment, you must be able to provide information regarding all email addresses to which you’ve sent emails through the Mailhub^® Platform (including the basis of the obtained consent, when and how the email address was collected, and any other pertain proof of legal permission to contact the recipients). 

1E - An unsubscribe link must be included in every marketing email campaign. All marketing campaigns must include a clear and concise link for recipients to easily opt-out of receiving future communication. The link must be easy for anyone to recognize, read, and understand. You must honor unsubscribe requests without undue delay. Note that transactional and confirmation emails do not require an unsubscribe link. 

1F - Sender name and status must be clearly communicated in every email message. “From”, “To” and “Reply-To” fields must accurately and clearly identify the sender’s domain name and email address. Only authorized sender email address should be used for sending the email communication. 

1G - Readily publish on your website and comply with a privacy policy that meets legal requirements and include a link to that policy in the body of each email. 

2. Prohibited Behavior 

You may not use our Mailhub^® Platform or Services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including (but not limited to): 

2A - Any activity or conduct that is likely to be in breach of any applicable laws, codes or regulations, including data privacy laws and laws relating to unsolicited commercial electronic messages. 

2B - Any activity intended to withhold or cloak identity or contact information, including the omission, deletion, forgery or misreporting of any transmission or identification information, such as return mailing and IP addresses. 

2C - Interference with the Services. Interfering with or otherwise negatively impacting any aspect of the Services or any third-party networks that are linked to the Services. 

3. Prohibited Content 

You may not publish, transmit or store on or via the Services any content or links to any content that Sinch India reasonably believes is illegal, harmful, unwanted, or otherwise poses a threat to the public. Moreover, and unless the sender gives us sufficient and specific guarantees at our sole discretion, we do not work in principle with senders who promote the following activities or sends content, whether permitted by law or not, that includes the following, but is not limited to: 

• Any payday loans, debt collection agencies, affiliate marketing, or anything that can be considered abusive or dishonest. 
• Any gambling activity in violation of any required licenses, codes of practice, or necessary technical standards required under the laws or regulations of any jurisdiction in which your site is hosted or accessed. 
• Constitutes, depicts, fosters, promotes or relates in any manner to child pornography, bestiality, non-consensual sex acts, or otherwise unlawfully exploits persons under 18 years of age. 
• Publish, transmit or store any content or links to any content that is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates a risk to a person’s safety or health, or public safety or health, compromises national security or interferes with an investigation by law enforcement. 
• Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes. 
• Is defamatory or violates a person’s privacy. 
• Is otherwise malicious, fraudulent, morally repugnant. 

4. Excessive Use of Shared System Resources 

You may not use any shared system provided by Sinch India in a way that unnecessarily interferes with the normal operation of the shared system, or that consumes a disproportionate share of the resources of the system. 

For example, we may require you to repair coding abnormalities in your application if it unnecessarily conflicts with other Sinch India customers’ use of the Services. You agree that we may quarantine or delete any data stored on a shared system if the data is infected with a virus, or is otherwise corrupted, and has the potential to infect or corrupt the system or other customers’ data that is stored on the same system. 

5. Email Validation Requirements 

Without limiting the application of any other provisions of this AUP, with respect to any of the Services’ email validation features or functionality, you may not: 

5A - Use the Services to verify the email address(es) of any person who has not affirmatively consented (i.e., opted-in) to, or who has expressly opted-out from receiving email communications from you. 

5B - Use the Services to validate email addresses that were purchased, rented or similarly obtained from a third party (i.e., third party email lists). 

5C - Use the Services to harvest or generate email addresses or otherwise determine the existence of unknown email addresses. 

6. Deliverability Risk 

Some specialized content or sending practices are not illegal or prohibited but are highly likely to face deliverability issues. High rates of deliverability problems and third-party complaints (e.g., consumer or recipient complaints or complaints from inbox providers) may degrade the performance of Mailhub^® Email Platform and negatively affect Sinch India’s business reputation. Email content or sending practices that generate such outcomes may lead to Sinch India’s refusal to deliver emails or lead to Sinch India suspending your account. Examples of content that may be at risk of increased monitoring and potential deliverability issues include, but are not limited to, the following: 

• Emails related to work-at-home hoaxes, get rich quick schemes, and make money online schemes. 
• Unsolicited lead generation opportunities. 
• Gambling Services 
• Multi-level and affiliate marketing. 
• Credit repair and get-out-of-debt opportunities. 
• Selling “Likes” or followers for a social media platform. 
• Cryptocurrencies, virtual currencies, and any digital assets related to an Initial Coin Offering. 

The post Mailhub® Acceptable Use Policy appeared first on Sinch.

These supplemental terms and conditions (“Supplement”) are part of an agreement for certain Sinch India services (“Agreement”) between Sinch India and Customer and apply solely to the Sinch India services referencing this Supplement i.e., SMS (“Service”) and not any other Sinch India product or service.

Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this Supplement shall have the meanings ascribed to them in the General Terms and Conditions for Sinch India Services (“GTC”).

Part A – Legal Terms

A1. Services

A1.1. Service Provider Conditions and laws and regulations. Notwithstanding Section 4.1 of the GTC, Customer shall comply with all Service Provider Conditions, applicable legal and regulatory requirements and conditions, and all applicable industry guidelines relating to the Customer Data, Customer Services, Messages or its use of the Service. If a Service Provider changes the Service Provider Conditions and/or the technical standards for the delivery of Service, Sinch India may modify the terms and conditions governing such Service upon written notice to Customer.

A1.2. End User opt-in/opt-out requirements. Customer shall send Messages only to End Users who have, and continue to, knowingly consent or “opt-in” to receiving them and who have been informed of their rights to, and been given, a free, readily accessible process for cancelling receipt or “opting-out” of receiving future Messages, such as via End User text responses of STOP, QUIT, CANCEL, OPT-OUT, and/or UNSUBSCRIBE. Customer shall immediately stop sending Messages to an End User who has “opted-out” from receiving such Messages. At Sinch India’s request, Customer shall provide Sinch India with proof of any and all such opt-in(s) and opt-out(s), and response time to discontinue transmission of Messages after opt-out, to Sinch India’s reasonable satisfaction. For Push SMS (SMS MT) (International Termination i.e., outside India), Customer shall send Messages only to End Users who have, and continue to, knowingly consent to receiving them in accordance with the destination country applicable law.

A1.3. Supply of Customer Services. Customer shall inform End Users that it is the source and supplier of the Messages and provide appropriate contact details to End Users. Customer shall bear sole responsibility for the acts, omissions or breaches of End Users with respect to the use of the Service, Customer Services and the Messages, including but not limited to the Customer Data. Customer shall promptly inform Sinch India if it becomes aware of any violation of the terms of this paragraph.

A1.4. Restrictions. Customer shall not use the Service or permit the Service to be used:

1. in a manner that violates any applicable law, regulation, industry guidelines, or code of practice, or that violates, infringes or misappropriates the rights of any third party;
2. to transmit any Message or any electronic material (including viruses or other similar destructive computer programming routines) which causes, or is likely to cause, detriment or harm or damage to the Sinch India Network or any computer systems or telecommunications equipment or mobile handsets owned by Sinch India or any other person, or to facilitate the transmission or use of any code that would allow any third party to interfere with or access any Customer Data;
3. to send spam, “junk mail” or unsolicited advertising or promotional Messages or material, or to send or knowingly receive or use any Message or material which is obscene, offensive, abusive, harassing, misleading, fraudulent, violent, unethical, indecent, defamatory, discriminatory, threatening, libelous, unlawful or menacing or promotes alcohol abuse or illegal drug use; or
4. to send any Messages that contain medical and/or life-threatening emergency information if such Message is the sole transmission channel to the End User with respect to such emergency; or
5. to send International SMS, if and when applicable.

A1.5 Penalty. In the event that Customer breaches its obligations under clause A1.4, Customer shall pay to Sinch India: (i) penalty and fines imposed on Sinch India by any government or regulatory authority or operator including reasonable legal fees, costs and expenses associated or in connection with such breach and (ii) the amount calculated at mutually agreed rate per SMS which is subject matter of breach. Such payment shall be made within seven (07) business days from the date Sinch India notifies the Customer in writing regarding such breach. For avoidance of doubt, such payment shall be without prejudice to any other remedies available to Sinch India under this Agreement or under applicable laws.

A2. Compliance

A2.1. Requirements. The provisions of Sections 2.5 and 4.1(3) of the GTC shall apply equally to requests, directions and/or orders made or issued by any Service Provider.

A2.2. Responsibility. Sinch India may, in its sole discretion, require Customer to take primary responsibility for any request or enquiry made under Section A2.1 above relating to any Customer Service, Message(s) or Customer Data or arising from Customer’s use of the Service or from an alleged or actual breach of this Agreement by Customer.

Customer agrees, at its own cost, to accept full responsibility for any such request or enquiry including for any expenses, penalties, fines, sanctions or other analogous costs that may arise, and in relation to such request or enquiry, to provide all requested information to such regulator or Service Provider (with copies to Sinch India) in a timely manner.

A2.3. Effect of Termination. Sections A1.2 (“End User opt-in/opt-out requirements”) and A1.3 (“Supply of Customer Services”) above shall survive termination of the Agreement.

A2.4. Indemnity. Customer will indemnify and, at Sinch India’s election, defend Sinch India, its Affiliates and subcontractors against:

1. any claims (including, but not limited to, any claims, fines, penalties, or losses) or other liabilities brought against Sinch India, its Affiliates and subcontractors by any third party (including, but not limited to, any other Sinch India customer, Service Provider or governmental or regulatory authority) relating to Customer Data, Customer Services, Messages or Customer’s use of the Service (including, but not limited to, any such claim which relates to infringement or misappropriation of any intellectual property rights of any third party or any breach or violation of laws or regulations); and
2. all damages finally awarded against Sinch India, its Affiliates and subcontractors with respect to these claims.

A2.5. Disclaimer. Customer agrees that, with respect to its supply of the Service, neither Sinch India nor any Sinch India supplier shall be liable whether in contract, tort, or strict liability to Customer or to any End User or any other customer of Customer for (i) any Messages deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, message processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service.

A2.6. Suspension of Service. Notwithstanding anything contained in Section 2.7 of GTC, Sinch India shall immediately suspend the Services if Sinch India receives intimation of Service misuse or of Customer’s use of the Service contrary to applicable law (including but not limited to, TCCCPR 2018) from a Service Provider, and/or Sinch India is directed by such Service Provider to suspend provision of the Services to the Customer.

A2.7. TCCCPR 2018 Compliance. In the event of Customer’s non-compliance with the TCCCPR 2018, Customer may be deemed blacklisted, and Sinch India shall be obligated to not provide or offer the Services to the Customer.

A2.8. Disclosure of information. Sinch India may be obligated under applicable law (including but not limited to, TCCCPR 2018) to disclose information to law enforcement authorities, regulatory authorities, and Service Providers during audits and/or further to request for information pertaining to alleged or actual fraudulent and/or illegal use of the Services.

Part B – Business Terms

B1. Customer Responsibilities

B1.1. Access and Connectivity

1. Sinch India Network connection. Customer is solely responsible, at its own expense, for establishing and maintaining its equipment, software, facilities, and its connection to the Sinch India Network.
2. Sinch India Insights. Sinch India may, in its sole discretion, provide Customer with access to Sinch India’s Insights interface (“Sinch India Insights”) which access will enable Customer to obtain statistical reports detailing Service activity. Access to the Sinch India Insights is provided to Customer for informational purposes only, and the data and information displayed are provided without warranties of any kind regarding completeness or accuracy. Customer agrees not to use or rely on such data and information in accounting for monies due between the parties or for billing purposes.
3. Access Numbers. Customer acknowledges that the Access Numbers used to deliver Customer Services remain at all times the property of and are subject to the applicable terms and conditions imposed by the entity authorized to administer such Access Numbers. Access Numbers to be used to deliver Service for a Customer Service may at Sinch India’s sole discretion be obtained by Sinch India for Customer, if requested by Customer pursuant to the applicable Order Form and subject to availability. The Customer may not use the Access Numbers except for in relation to the provisioning of the Service by Sinch India.

B1.2. Commercial Messages. Customer acknowledges that the Service is intended solely for Commercial Messages and shall not be used for mobile to mobile peer to peer messaging purposes. For the purpose of this Section, “Commercial Messages” means Messages designed to promote or facilitate, directly or indirectly, the goods, services or image of any person or entity pursuing a commercial activity.

B2. Commercial Terms

B2.1. Price Changes. Unless otherwise agreed in an Order Form, Sinch India may modify any fees in its sole discretion upon written notice.

Glossary

1. “Access Number” means a set of digits used to enable Customer to send and/or receive Messages or calls as part of a Customer Service. Access Numbers shall include ‘short-codes’ and ‘long-codes’ as applicable.
2. “Customer Service” means a marketing, advertising, promotional or informational program or initiative, or other project, conducted by Customer utilizing the Service.
3. “End User” means a person or entity that is a user and/or recipient of a Customer Service.
4. “International SMS” means SMS originated from outside India from any source including applications or PSTN (Public Switched Telephone Network) or PLMN (Public Land Mobile Network) or IP (Internet Protocol) meant for termination to any PSTN / PLMN number of any mobile network operator in India.
5. “Message” means a digital message containing Customer Data in a form for delivery via Short Message Service (SMS), protocols or standards used to transmit mobile digital content or information.
6. “Service Provider” means any entity, including, but not limited to, mobile network operators and mobile messaging aggregators, that is used in relation to the supply of the Service.
7. “Service Provider Conditions” means the rates, terms and conditions and “codes of conduct” or message content rule and restrictions imposed by the applicable Service Providers on the provision of the Service and conduct of Customer Services as a condition of permitting Sinch India to provide the Service and Customer to conduct Customer Services, whether such Service Provider Conditions are incorporated in the terms of this Agreement or provided by Sinch India to Customer in writing or by email from time to time.
8. “TCCCPR 2018” means Telecom Commercial Communication Customer Preference Regulation, 2018.

The post Messaging Supplemental Terms and Conditions appeared first on Sinch.

This Service Level Agreement (“SLA”) is part of an agreement for certain Sinch India services (“Agreement”) between Sinch India and Customer and apply solely to the Services and not any other Sinch India product or service. 

Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this SLA shall have the meanings ascribed to them in the General Terms and Conditions for Sinch India Services (“GTC”). 

General 

Sinch India will make the Service available to Customer as specified in the Order Form and the Agreement and in accordance with the service level as described in this SLA. 

Service Availability 

Sinch India will use reasonable endeavors that the Service will be available 99.50% of the time, in the manner, and with the exceptions, set forth below. 

Availability of the Service will be calculated each month, as a percentage based on the fraction below: 

Uptime = Unit Hours of Operation minus Downtime (to be expressed as a percentage) 

Service Windows 

Notifications about scheduled service windows (excluding unplanned/emergency maintenance) will be sent no less than 5 business days in advance. The standard service windows are: 

India Sites: Weekdays 12AM – 5AM IST 

Service windows may be extended or shortened as needed and may fall on different times or days as needed.  

Helpdesk and Fault Reporting 

The Help Desk is available 24/7. 

Customer may contact Sinch India’s Help Desk via email at  aclcare@sinch.com.  

The first point of contact for the customer is always  aclcare@sinch.com. After an initial analysis of the case, this would be distributed internally to the respective experts. To know the status of case id, customer can contact us on +91 9810525446. 

Fault reports should include: 

• Nature of the fault 
• Severity level in accordance with this SLA. Sinch India may reclassify the priority during the fault investigation. 
• Sample numbers, CDRs or other data if applicable 
• Time of fault 

Severity Levels 

Definitions of Incidents Reported 

Sinch India Technical Support Analysts will determine the severity of any defect using the following priorities: 

Severity 1 – “Fatal”: There is a high probability upon the occurrence of this error that the operations of the product and/or the service would be severely at risk with the potential for catastrophe. These would include: 

1. An Error with a direct security impact on the product. 

2. An Error isolated to Software or Appliance in a production environment that renders the product inoperative or causes the product to fail catastrophically, e.g., critical system impact, system down, etc. 

3. A reported defect in the product in a production environment, which cannot be reasonably circumvented, in which there is an emergency condition that significantly restricts the use of the product to perform necessary business functions. 

4. Inability to use the product or a critical impact on operation requiring an immediate solution. 

Severity 2 – “Severe”: There is a medium probability upon the occurrence of this error that the operations of the product and/or the service would be moderately at risk with the potential for catastrophe. These would include: 

1. A reported defect in the product, which restricts the use of one or more features of the product to perform necessary business functions but does not completely restrict use of the product. 

2. An Error isolated to Software or the Appliance that substantially degrades the performance of the product or materially restricts business, e.g., moderate system impact, temporary system hanging, etc. 

3. Ability to use the product, but an important function is not available, and operations are severely impacted. 

4. Any other Error that can cause some functional restrictions but it does not have a critical or severe impact on operations. 

Severity 3 – “Minimal”: There is a very low probability upon the occurrence of this error that the operations of the product and/or the service would be severely at risk with the potential for catastrophe. These would include: 

1. A reported anomaly in the product that does not substantially restrict the use of one or more features of the licensed product to perform necessary business functions; this is a minor problem and is not significant to operation. 

2. An anomaly that may be easily circumvented or may need to be submitted to Quality Check Research and Development as a request for enhancement. 

Cases will have to be registered by the Customer with Sinch India support team (24*7) through one of the channels – Phone or Email. 

Contacts:

Glossary 

1. “Availability” means the percentage of the “Measurement Period” during which the Sinch India “Service(s)” is made available to the Customer. 
2. “Exclusion(s)” means unavailability of the Service for one or more of the following reasons: 

• Any scheduled maintenance for which Sinch India gives prior notice. 
• Failure of, or congestion experienced in any part of a network outside of where the Service are hosted (e.g. Service Providers or internet); 
• Causes beyond any party’s reasonable control as referred to in the Agreement; 
• Suspension of the Services in accordance with the Agreement; 
• Customer caused issues including (but not limited to): 
• Any failure to provide information requested by Sinch India. 
• Any failure to interface to the Service in accordance with Sinch India instructions. 

3. “Fault Reporting Method” means the way faults must be reported in order for Sinch India to appropriately investigate the fault. 
4. “Initial Response Time” means the target time to respond to Customer’s notification to Sinch India of a fault. 
5. “Measurement Period” means one (1) calendar month starting from the first day of that specific calendar month (UTC). The time is calculated in minutes. 
6. “Progress Reports” means recurring updates on the fault until restoration or resolution, as applicable. 
7. “Service” means for the purpose of this SLA, the SMS services ordered by the Customer under an Order Form. 
8. “Target Resolution” means the target time from when Customer has reported the fault until resolution of the fault. 
9. “Target Restoration” (Work around) means the target time to find a temporary workaround for the reported fault. A temporary workaround is a solution, which substantially restores regular Service, although some non-material problems may persist. 
10. “Unavailability” means a minimum continuous 5-minute periods that the Sinch India “Service(s)” is not responding adequately to incoming requests, and/or are not establishing outgoing connections per region as intended, in each case expressed in number of minutes.

The post Messaging Service Level Agreement appeared first on Sinch.

These supplemental terms and conditions (“Supplement”) are part of an agreement for certain Sinch India services (“Agreement”) between Sinch India and Customer and apply solely to the Sinch India services referenced in this Supplement i.e., RCS Business Messaging (“Service”) and not any other Sinch India product or service.

Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this Supplement shall have the meanings ascribed to them in the General Terms and Conditions for Sinch India Services (“GTC”). 

Part A – Legal Terms

A1. Services

A1.1. Service Provider Conditions and laws and regulations. In addition to Customer’s obligations set forth in Section 4.1 of the GTC, Customer shall comply with all Service Provider Conditions, applicable legal and regulatory requirements and conditions, and all applicable industry guidelines relating to the Customer Data, Customer Services, messages or its use of the Service including, obtaining the prior consent from its End Users as per Data Protection Legislation, and providing accurate and true certified copies of Know Your Customer documents required to receive the Services. If a Service Provider changes the Service Provider Conditions and/or the technical standards for the delivery of Service, Sinch India may modify the terms and conditions governing such Service upon written notice to Customer.

A1.2. End User opt-in/opt-out requirements. Customer shall send messages only to End Users who have, and continue to, knowingly consent or “opt-in” to receiving them and who have been informed of their rights to, and been given, a free, readily accessible process for cancelling receipt or “opting-out” of receiving future messages, such as via End User text responses of STOP, QUIT, CANCEL, OPT-OUT, and/or UNSUBSCRIBE. Customer shall immediately stop sending messages to an End User who has “opted-out” from receiving such messages. At Sinch India’s request, Customer shall provide Sinch India with proof of any and all such opt-in(s) and opt-out(s), process adopted by the Customer for obtaining opt-in consents, and response time to discontinue transmission of messages after opt-out, to Sinch India’s reasonable satisfaction. If applicable, for International Termination i.e., outside India, Customer shall send messages only to End Users who have, and continue to, knowingly consent to receiving them in accordance with the destination country’s Applicable Law.

A1.3. Supply of Customer Services. Customer shall inform End Users that it is the source and supplier of the messages and provide appropriate contact details to End Users. Customer shall bear sole responsibility for the acts, omissions or breaches of End Users with respect to the use of the Service, Customer Services and the messages, including but not limited to the Customer Data. Customer shall promptly inform Sinch India if it becomes aware of any violation of the terms of this paragraph.

A1.4. Restrictions. Customer shall not use the Service or permit the Service to be used:

(a) in a manner that violates any Applicable Law, regulation, industry guidelines, or code of practice, or that violates, infringes or misappropriates the rights of any third party (including but not limited to, the intellectual property rights of Sinch India and the Service Provider and their respective Affiliates);

(b) to transmit any message or any electronic material (including viruses or other similar destructive computer programming routines) which causes, or is likely to cause, detriment or harm or damage to the Sinch India Network or any computer systems or telecommunications equipment or mobile handsets owned by Sinch India or any other person, or to facilitate the transmission or use of any code that would allow any third party to interfere with or access any Customer Data;

(c) to send spam, “junk mail” or unsolicited advertising or promotional messages or material, or to send or knowingly receive or use any message or material which is obscene, offensive, abusive, harassing, misleading, fraudulent, violent, unethical, indecent, defamatory, discriminatory, threatening, libelous, unlawful or menacing or promotes alcohol abuse or illegal drug use; or

(d) to send any messages that contain medical and/or life-threatening emergency information if such message is the sole transmission channel to the End User with respect to such emergency.

A1.5 Customer obligations. Customer shall:

(a) not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or Service; and

(b) ensure that it is authorised to use the sending identity used to send the message to its End Users to prevent any messages being sent anonymously or with a false sender address/ sender originating name.

A2. Compliance

A2.1. Requirements. The provisions of Sections 2.5 and 4.1(3) of the GTC shall apply equally to requests, directions and/or orders made or issued by any Service Provider.

A2.2. Responsibility. Sinch India may, in its sole discretion, require Customer to take primary responsibility for any request or enquiry made under Section A2.1 above relating to any Customer Service, message(s) or Customer Data or arising from Customer’s use of the Service or from an alleged or actual breach of this Agreement by Customer.

Customer agrees, at its own cost, to accept full responsibility for any such request or enquiry including for any expenses, penalties, fines, sanctions or other analogous costs that may arise, and in relation to such request or enquiry, to provide all requested information to such regulator or Service Provider (with copies to Sinch India) in a timely manner.

A2.3. Effect of Termination. Sections A1.2 (“End User opt-in/opt-out requirements”) and A1.3 (“Supply of Customer Services”) above shall survive termination of the Agreement.

A2.4. Indemnity and Liability.

A2.4.1. Indemnity. Customer will indemnify and, at Sinch India’s election, defend Sinch India, its Affiliates and subcontractors against:

(a) any claims (including, but not limited to, any claims, fines, penalties, or losses) or other liabilities brought against Sinch India, its Affiliates and subcontractors by any third party (including, but not limited to, any other Sinch India customer, Service Provider or governmental or regulatory authority) relating to Customer Data, Customer Services, messages or Customer’s use of the Service (including, but not limited to, any such claim which relates to infringement or misappropriation of any intellectual property rights of any third party or any breach or violation of laws or regulations or guidelines issued by Service Providers);

(b) any claims (including, but not limited to, any claims, fines, penalties, or losses) or other liabilities brought against Sinch India, its Affiliates and subcontractors by any third party (including, but not limited to, any governmental or regulatory authority) due to (i) non-compliance by Customer of the know your customer compliance process and/or (ii) non-adherence by the Customer of the know your customer process or any enquiries/orders issued by competent governmental or regulatory agencies; and

(c) all damages finally awarded against Sinch India, its Affiliates and subcontractors with respect to these claims.

A2.4.2. Liability. Notwithstanding anything to the contrary contained in this Agreement, the Customer shall not exclude or limit its liability for any claims arising out of infringement of any intellectual property rights or breach of confidentiality provisions.

A2.5. Disclaimer. Customer agrees that with respect to its supply of the Service, neither Sinch India nor any Sinch India supplier nor any Service Provider shall be liable whether in contract, tort, or strict liability to Customer or to any End User or any other customer of Customer for (i) any messages deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, message processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service; or (iii) any message content that the Customer or any End User sends using the Service.

It is further clarified that (i) neither Sinch India nor any of its subcontractors, make any representation or warranties pertaining to RBM on behalf of the Service Provider; (ii) RBM is a third-party product owned and developed by the Service Provider and its associates, therefore neither Sinch India nor any of its subcontractors shall be liable for the Service or Service deficiency.

To the fullest extent permitted by Applicable Law, Sinch India and the Service Provider make no conditions, representations, warranties, or other commitments (whether express or implied, including as to satisfactory quality, fitness for a particular purpose or conformance with a description) regarding RBM.

A2.6. Suspension of Service. Notwithstanding anything contained in Section 2.7 of GTC, Sinch India shall immediately suspend or terminate the Services if Sinch India receives intimation from any Service Provider of Service misuse or of Customer’s use of the Service contrary to Applicable Law or of Customer’s use of the Service contrary to Service Provider Conditions, and/or if Sinch India is directed by any Service Provider to suspend provision of the Services to the Customer. Customer agrees that Sinch India and/or Service Provider may discontinue, suspend, or terminate the Services if the same is permitted under Service Provider Conditions and in the event of a security, technical, or other incident that poses a significant risk or has an adverse impact on the Service, RBM Platform, and/or to Sinch India or Service Provider’s other customers.

Sinch India or any Service Provider may, in its sole discretion, without incurring any liability to the Customer, and upon prior written notice: (i) discontinue the sale or availability of the Service or Service Support; and/or (ii) modify the features and functionality of the Service (including adding any features or functionality of RBM, the use of which may be contingent on Sinch India’s or Customers’ agreement to additional terms) or the Service Provider Conditions.

A2.7. Disclosure of information. Sinch India may be obligated under Applicable Law to disclose information to law enforcement authorities, regulatory authorities, and Service Providers during audits and/or further to request for information pertaining to alleged or actual fraudulent and/or use (including illegal use) of the Services.

A2.8. Goodwill. Goodwill arising from the use of the Service Provider’s Brand Features by the Customer and the End User will belong to the Service Provider and/or its Affiliates.

Part B – Business Terms

B1. Customer Responsibilities

B1.1.      Access and Connectivity.

Sinch India Network connection. Customer is solely responsible, at its own expense, for establishing and maintaining its equipment, software, facilities, and its connection to the Sinch India Network.

B1.2.      Commercial Messages.

Customer acknowledges that the Service is intended solely for Commercial messages and shall not be used for mobile-to-mobile peer to peer messaging purposes. For the purpose of this Section, “Commercial messages” means messages designed to promote or facilitate, directly or indirectly, the goods, services or image of any person or entity pursuing a commercial activity.

B2. Commercial Terms

B2.1. Price Changes. Unless otherwise agreed in an Order Form, Sinch may modify any fees in its sole discretion upon written notice.

Glossary

1. 1. “Applicable Law” means the relevant laws and other regulations including but not limited to and as far as applicable, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.
   2. “Customer Service” means a marketing, advertising, promotional or informational program or initiative, or other project, conducted by the Customer utilizing the Service.
   3. “End User” means a person or entity that is a user and/or recipient of the Service and includes an individual end user of a device/ handset.
   4. “RBM Agent” means a Customer side endpoint in an RCS Business Communication, accessing the conversation via programmatic access to a business messaging platform (or alternatively accessing the RBM agent as an End User representing the Customer utilizing tools for small business communications). For clarity, the RBM agent is the digital representation of the Customer and has the ability to send or receive messages to/from the End User, and is also referred to as, an ‘RBM Bot’ or ‘RBM Chatbot’ or ‘App-ID’.
   5. “Rich Communication Service” or “RCS” means standards-based messaging provided to End Users based on the protocols for rich-communication suite.
   6. “RCS Business Messaging” or “RBM” means a communication initiated with an End User, who is identified by means of MSISDN, by a Customer accessing the conversation via programmatic access to RCS Business Messaging. For clarity, Single Messages and Conversations are types of RCS Business Messaging.
   7. “Service Provider” means any entity, including, but not limited to, mobile network operators, mobile messaging aggregators, RBM platform providers and their Affiliates, used in relation to the supply of the Service.
   8. “Service Provider’s Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of the Service Provider (including the brand features of the Service Provider’s Affiliates), as secured by such party from time to time.
   9. “Service Provider Conditions” means the rates, terms and conditions and ‘codes of conduct’ or message content rule and restrictions imposed by the applicable Service Provider or its Affiliates on the provision of the Service and conduct of Customer Services as a condition of permitting Sinch India to provide the Service and Customer to conduct Customer Services, whether such Service Provider Conditions are incorporated in the terms of this Agreement or provided by Sinch India to Customer in writing or by email from time to time. Service Provider Conditions include: (a) RBM Terms of Service at https://developers.google.com/rcs-business-messaging/support/tos/; and (b) Vi Terms of Service at https://virbm.in/developer-tos; and (c) RBM Acceptable Use Policy at https://developers.google.com/business-communications/support/aup; and (d) Vi Privacy Policy at https://developer.virbm.in/developer-privacypolicy; and (e) Data Processing Addendum at https://developers.devsite.corp.google.com/business-communications/rcs-business-messaging/support/dpa; and (f) RBM Trademark Guidelines at https://about.google/brand-resource-center/; and (g) Jio Terms & Conditions at https://businessmessaging.jio.com/terms; and (h) Jio Privacy Policy at https://businessmessaging.jio.com/privacyPolicy, as may be applicable and updated from time to time.

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These supplemental terms and conditions (“Supplement”) are part of an agreement for certain Sinch India services (“Agreement”) between Sinch India and Customer and apply solely to the Customer’s right to pass-on or distribute or otherwise allow any third party to access any Sinch India services, defined below (“Services”). 

Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this Supplement shall have the meanings ascribed to them in the General Terms and Conditions for Sinch India Services (“GTC”). 

General 

The Customer may provide access to the Services to its Service Users, provided that: 

1. as between Sinch India and the Customer, use of the Services by Service Users and any of their acts and omissions are deemed to be the Customer’s use of the Services and the Customer’s acts and omissions; 
2. the Customer acknowledges and agrees that it is solely responsible to ensure that each Service User accepts and agrees to use the Services pursuant to the same terms and conditions as set out in the Agreement; 
3. no Service User shall be a third party beneficiary to the Agreement; 
4. as between Sinch India and the Customer, Customer Data shall be deemed to belong to the Customer and no other party; 
5. each Service User accepts and complies with all third party policies or terms applicable for the use of the Services, such confirmation to be provided by each respective Service User prior to its use of the Services; and 
6. the Customer shall not (and shall ensure that any Service User shall not) use Sinch India or Sinch India Affiliate trademarks, tradenames or branding or make any representations with respect to the Services that are inconsistent with any express Sinch India representations in the Agreement. 

For the purposes of this Supplement, a “Service User” means any user of the Services, whether or not the Customer has a contractual relationship with such user, including (without limitation) any of the Customer’s customers (or any other third Parties to whom the Services are subsequently resold or made available) or any of the Customer’s Affiliates, suppliers, employees, contractors, agents. 

The Customer shall remain fully liable to Sinch India for any use of the Services by Service Users (whose acts and omissions shall be considered to be the Customer’s acts and omissions). Sinch India will provide support, when and if provided, only to the Customer and not to Service Users. Customer is fully responsible for any support and any and all communication towards the Service Users. 

Further, Customer shall enter into written agreement with each “Client” (meaning the party that purchases the services through the Customer) containing data protection obligations to the extent applicable to the nature of the Services provided by Customer and which allows the Customer to conclude contracts of this nature on behalf of the Client and Customer (together to be referred to as Data Controller). Further, the Customer will either (i) inform Sinch India about the new Client and that it acts on behalf of the Client; or (ii) ensure that the clients of the Customer conclude their own Data Protection Agreement with Sinch India before the processing of personal data commences. 

WhatsApp – Terms of Service 

Sinch India will provide Customer with a production messaging capability, enabling business messaging via the WhatsApp platform through the API and a business profile, both in the name of the Customer or a brand owned by Customer. 

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

Any such Customer/client user who wishes to engage an ISV is required to comply with Section 2.2 of the Client Terms, which requires, among other things, such ISV to execute and deliver Schedule 1 to the Client Terms. 

To the extent Customer intends to use the Services solely for its internal business purposes, Customer shall, as a condition to using the Services, execute and deliver the WhatsApp Client Terms attached hereto as Exhibit C, and abide by all of such terms and the remaining WhatsApp T&C 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 use WhatsApp’s names or trademarks to promote Customer’s business or in any other way unless approved in writing by Sinch India and WhatsApp. Without limiting the foregoing, Customer may not engage any ISV to perform services on its behalf in connection with Customer’s use of the Services; provided that the foregoing shall not prevent ISVs from accessing Customer’s messages after Customer receives such messages (i.e., Customer, not Sinch India or ISV, passes the messages to such third party business). 

In addition to the termination rights set forth in the Agreement, Sinch India reserves the right to terminate this Supplement with or without cause upon thirty (30) days’ advance written notice to Customer, and in the event of such termination, the provisions of the Agreement, this Supplement and the WhatsApp T&C shall survive any such termination. 

In addition to what is stated in any relevant Supplement, the Customer agrees to accept and comply with the terms and conditions set out in the WhatsApp ISV Terms (if applicable) attached hereto as Exhibit B and WhatsApp Client Terms attached hereto as Exhibit C (together with any WhatsApp terms in the Order Form, the “WhatsApp T&Cs”). The Customer is required to execute and deliver the WhatsApp ISV Terms attached hereto as Exhibit B prior to WhatsApp onboarding. 

To the extent WhatsApp approves the resale of the Services (in its sole discretion), as a condition for any reselling of the Services, Customer acknowledges and agrees that it is solely responsible to ensure that each Service User (i) accepts and agrees to use the Services pursuant to the terms and conditions set out in the Agreement, (ii) accepts and complies with WhatsApp Business Program Addendum Terms and Conditions attached hereto as Exhibit A, such confirmation to be provided by each respective Service User prior to its use of the Services and (iii) executes and delivers to Sinch India, for delivery to WhatsApp, the WhatsApp Client Terms attached hereto as Exhibit C. 

WhatsApp Consent (ISVs/Other than End clients) and Right to Terminate 

Customer agrees that Customer may not resell the Services or allow third parties to integrate with, access or use the Services (including messages) or use WhatsApp’s names or trademarks to promote Customer’s business or in any other way unless approved in writing by Sinch India and WhatsApp. To the extent Customer intends to use the Services other than for Customer’s own internal business purposes (i.e., Customer is not the end client of the Services), Sinch India’s obligation to provide the Services and Customer’s obligation to pay the Fees for the Service are conditioned upon WhatsApp’s approval of Customer’s use of the Services, which may be granted or withheld in WhatsApp’s sole discretion. Before providing the Services, Sinch India shall notify WhatsApp in writing (in the format and medium as directed by WhatsApp) of the Customer’s name, address and the nature of the services Customer may provide in connection with the proposed integration with the Customer. Customer shall be required to satisfy certain Compliance Checks which WhatsApp may require in its sole discretion, as well as any other requirements which Facebook or WhatsApp may reasonably request. Additionally, Customer shall, as a condition to using the Services, execute and deliver to execute the ISV Terms attached hereto as Exhibit B, and shall abide by all of such terms and the remaining WhatsApp T&C in connection with its use of the Services. Customer further acknowledges and agrees that Sinch India shall promptly notify all end client Service Users that Customer is providing the Services to such Service Users, which notice shall include Customer’s name, address, and the nature of the services Customer is providing. 

If Customer does not satisfy the requirements set forth herein, to the extent Customer has access to the Services, Sinch India shall Off-board Customer from the Services, subject to a wind-down period not to exceed thirty (30) days solely to the extent required to ensure that applicable end client Service users are not adversely affected by the Off-boarding, and provided such wind-down period is not prohibited by applicable laws. In connection with such Off-boarding, Sinch India shall assist Customer in migrating any end client Service Users to alternative providers of the Services or to enable such Service Users to assume control of the Services themselves, as directed by such Service Users, subject to WhatsApp’s consent. 

In addition, Sinch India reserves the right to immediately Offboard Customer’s use of the Services upon written notice when Sinch India receives notice from Facebook or WhatsApp requiring Sinch India to Offboard the Customer. Customer acknowledges and agrees that Facebook or WhatsApp may provide such notice in their sole discretion. The foregoing shall be subject to a wind-down period not to exceed thirty (30) days solely to the extent required to ensure that applicable end client Service Users are not adversely affected by the Off-boarding, and provided such wind-down period is not prohibited by applicable laws. 

In addition to the termination rights set forth in the Agreement, Sinch India reserves the right to terminate this Supplement with or without cause upon thirty (30) days’ advance written notice to Customer. In the event of such termination, the provisions of the Agreement and the WhatsApp T&C shall survive any such termination. 

Fees 

The Fees for Service consists of: (i) The One-Time Set-up Fee, (ii) Monthly Maintenance Fees, (iii) Facebook WhatsApp Fees, (iv) Sinch India WhatsApp Fees and (v) if applicable, Additional Fee, as detailed below. 

Customer will pay Sinch India the fees and taxes and all other invoiced amounts within thirty (30) days from the date of invoice. Sinch India reserves the sole and absolute right to change its fees with or without notice. Sinch India may modify any fees in its sole discretion upon written notice in accordance with the terms of Section 13.5 of the General Terms and Conditions (Notices); that can be found here, as may be amended from time to time. The Parties agree that for the purposes of notice under this Section, such notice may be given by email and that notice shall be deemed to have been given once the email is dispatched from the Sinch India email server. 

Notwithstanding to the contrary, if Customer or Customer’s Client migrate or change to another service provider with or without notification to Sinch India, all fees owing up to the date of such change shall become due and payable by Customer within ten (10) business days from date of notification to do so. 

Exhibit A 

WhatsApp Business Program Addendum Terms and Conditions 

WhatsApp Business Program Addendum 

This WhatsApp Business Program Addendum (“Addendum“), is entered into as of the date of signature set forth below (“Effective Date“) by Facebook Ireland Limited, unless you are located in the United States, Canada, or Brazil, in which case, Facebook, Inc. is the contracting entity (“FB” or “we“), and the company set forth in the signature block below (“Company” or “you“), for the purpose of supplementing and amending the TOS by and between FB and Company dated ——— with respect to Company’s participation in the Program. Capitalized terms not otherwise contextually defined in this Addendum (including the Exhibits) or the TOS are defined in Section 6 (Certain Definitions). 

Recitals 

A. The TOS prohibits, among other things, distributing, selling, reselling, or renting the WhatsApp Business Solution to third parties, and sharing, transferring, or distributing data obtained from using the WhatsApp Business Solution to third parties; 

B. Certain Solution Providers have granted ISVs access to the WhatsApp Business Solution (including messages) in violation of the TOS; 

C. FB is offering a Program, during the Term, to permit certain Solution Providers (including Company) to grant, and to continue to grant, ISVs access to the WhatsApp Business Solution (including messages) on the condition that such Solution Providers comply with the terms and conditions set forth in this Addendum; and 

D. Company desires to participate in the Program in accordance with this Addendum. 

Terms and Conditions 

1. Program Participation. Subject to the terms of the Agreement, FB (on behalf of itself and WhatsApp) has agreed, during the Term and notwithstanding anything to the contrary set forth in the TOS, to allow certain Solution Providers (including Company): to (a) Onboard and use one or more Company ISVs to perform services on behalf of Company and/or its Clients (including to pass messages to such Company ISVs), and/or (b) pass messages to Client ISVs; in each case, in connection with Company and its Clients’ use of the WhatsApp Business Solution (“Program”). You agree to participate in, and FB (on behalf of itself and WhatsApp) agrees to make available to you, the Program, during the Term, in accordance with the terms and conditions of this Addendum. For clarity, notwithstanding anything to the contrary set forth in the TOS, and provided that you otherwise comply with the TOS, you may use other Solution Providers in connection with your use of the WhatsApp Business Solution (including messages). 

2. Program Requirements. You agree that your participation in the Program is subject to the following terms and conditions: 

2.1 Disclose Existing Company ISVs. If you have already Onboarded one or more Company ISVs on or before the Effective Date, within fourteen (14) days of the Effective Date, you will disclose to WhatsApp (in the format and medium as directed by WhatsApp) details of (a) all existing Company ISVs, including the Company ISV’s name, address, and the nature of services provided by such ISV, that you have Onboarded on your own behalf or on behalf of your Client, (b) the name, address and WABA IDs of any Clients provided by each existing Company ISV and evidence of an executed agreement between you (as the approved Solution Provider) and such Client, as required by the Facebook Terms for WhatsApp Business Solution Providers; and (c) such other information as WhatsApp may request. 

2.2 Requirements Before Onboarding New Company ISVs. Before Onboarding any new Company ISVs, you must (a) notify WhatsApp in writing (in the format and medium as directed by WhatsApp) of the name, address, and the nature of services to be provided by such ISV in connection with your proposed integration, (b) receive our prior approval in writing (email will suffice) of the proposed Company ISV (which may be granted or withheld in our sole discretion), and (c) provide written evidence to WhatsApp that the Company ISV has satisfied any Compliance Checks we may require (in our sole discretion) and has executed the ISV Terms. 

2.3 Compliance Checks and ISV Terms. You will cause all existing, and future (if applicable), Company ISVs to: 

(a). submit to any Compliance Checks we may require (in our sole discretion); 

(b). enter into a written agreement with you that is consistent with the terms of the Agreement (including the anti-corruption and trade compliance undertakings, representations, and warranties therein); 

(c). execute the ISV Terms and provide WhatsApp with written evidence of execution; and 

(d). satisfy all such other requirements as FB or WhatsApp may reasonably request. 

You may only Onboard new Company ISVs that WhatsApp has approved (per Section 2.2 (Requirements Before Onboarding New Company ISVs) above) and that have satisfied the requirements set forth in paragraphs (a) to (d) (inclusive) above. If any existing Company ISV fails or does not complete all of the requirements set forth in paragraphs (a) to (d) (inclusive) above, you will immediately Off-board such Company ISV, subject to a wind-down period not to exceed thirty (30) days following such failure (to the extent required to ensure that the applicable Clients are not adversely affected by the Off-boarding, as long as such wind-down period is not prohibited under applicable Laws) to assist the Company ISV to migrate such Clients to a Solution Provider or to enable such Clients to assume control themselves (in each case, as instructed by Client ). 

2.4 Notification. You must maintain an up-to-date list of all Onboarded Company ISVs including their name, address, the nature of services provided by each Company ISV, and such other information as FB or WhatsApp may request, and promptly provide it to WhatsApp within fourteen (14) days of the Effective Date, and at any time WhatsApp requests it. You must also promptly notify each Client of the Company ISVs (including their name, address, and the nature of services they are providing) that you are using connection with the services you are providing to that Client. 

2.5 No Resale or Re-Use. You agree that you will not permit any ISV to (a) resell the WhatsApp Business Solution or allow third parties to integrate with, access or use the WhatsApp Business Solution (including messages), or (b) use our names and trademarks to promote such ISV’s business or in any other way (unless otherwise approved in writing by WhatsApp). You will expressly prohibit such activities under your agreement with any Company ISV. 

2.6 No Access to Business Client. You agree that you will not disclose the certificate required to access the WhatsApp Business Client to any ISV other third parties, or otherwise allow any ISVs or other third parties to access or use the WhatsApp Business Client. 

2.7 Termination of Company ISVs. You agree to immediately Off-board any Company ISVs upon written notice (email will suffice) from FB or WhatsApp, which we may provide in our sole discretion,, subject to a wind-down period not to exceed thirty (30) days from the date of such notice (to the extent required to ensure that applicable Clients are not adversely affected by the Off-boarding, as long as such wind-down period is not prohibited under applicable Laws), to enable such Company ISVs to meet their migration obligations under the ISV Terms. 

2.8 Responsibility for Company ISVs. As between you and FB or WhatsApp, you are responsible for all acts, omissions and obligations of your Company ISVs, including (a) the Company ISV’s access to or use of the WhatsApp Business Solution, including all information provided therewith (e.g., the acts and omissions of Company ISVs will be deemed your actions or omissions under the Agreement), and (b) the Company ISV’s breach or alleged breach of the ISV Terms or applicable Laws. You agree that your indemnification obligation under the TOS extends to any claims relating to, arising out of, or in any way in connection with any of the following: (i) any Company ISV’s access to or use of the WhatsApp Business Solution, including information provided in connection therewith; and (ii) any Company ISV’s breach or alleged breach of the ISV Terms or applicable Laws. 

2.9 Consequences of Breach. Without limiting any of FB’s suspension or termination rights under the Agreement: 

(a)  If you (directly or per Section 2.8) are in breach of any of the requirements set forth above in Sections 2.1 to 2.7 above, or if any of your Company ISVs is in breach of the ISV Terms, upon receiving notice from WhatsApp, you will have ten (10) days (“Cure Period”) to: 

i. Off-board the Company ISVs identified in WhatsApp’s notice, subject to a wind-down period not to exceed thirty (30) days from the date of such notice, for any Company ISVs that have directly engaged Client(s), to enable such Company ISVs to meet their migration obligations under the ISV Terms (as long as such wind-down period is not prohibited under applicable Laws); and 

ii. cause such Company ISVs to cease marketing and reselling the WhatsApp Business Solution (to the extent such Company ISVs is engaging in such activities), and remove any unauthorized materials related to the marketing or resale of the WhatsApp Business Solution. 

(b)  If you fail to comply with Section 2.9(a), we may (in our reasonable discretion) exercise our rights set forth in the Agreement (which we expressly reserve) to (without liability to you, your Clients or your authorized users) immediately limit, suspend, or terminate your access to the WhatsApp Business Solution and/or any or all User Data (or any portion thereof) (including access via any or all associated WABAs) to the extent permissible under applicable Laws, which for the purposes of this Addendum may include prohibiting you from granting any new Clients access to the WhatsApp Business Solution for ninety (90) days following the Cure Period. 

2.10 Feedback. You will use commercially reasonable efforts to provide Feedback related to the Program to WhatsApp on a timely basis and you (a) agree not to disclose Feedback to any third party,, and (b) hereby assign to us all right, title and interest in and to any Feedback, without any right to compensation or other obligation from us. 

2.11 Client ISVs. 

(a)  You must ensure that each Client who accesses and uses the WhatsApp Business Solution, directly or indirectly, via your service offerings has accepted the Client Terms. In the event that that you have not ensured that your Client has accepted the Client Terms, you represent and warrant that you have accepted such requirements on behalf of your Client, that you have authority to accept such requirements on behalf of your Client and hereby bind such Client to the Client Terms. You agree that you are jointly and severally liable for, and will indemnify FB and its Affiliates for any harm that results from, your Client’s acts and omissions with respect to such requirements and obligations, as if your Client’s acts and omissions were that of you. 

(b)  To the extent you are aware that your Client has engaged one or more Client ISVs, you will: 

i. notify your Client and WhatsApp that you will cease providing such Client ISVs with access to the WhatsApp Business Solution (including messages), unless the Client has accepted the Client Terms, and the Client ISV has accepted the ISV Terms and satisfied such other requirements as FB or WhatsApp may reasonably request within ten (10) days of such notice (“Grace Period”); 

ii. subject to the Grace Period, cease providing such Client ISV with access to the WhatsApp Business Solution (including messages), until you have confirmed that the applicable Client has accepted the Client Terms, and the Client ISV has accepted the ISV Terms and satisfied all other requirements that FB or WhatsApp may reasonably request; 

iii. maintain an up-to-date list of your Clients’ Client ISVs including their name, address, and the nature of services provided by each such Client ISV, and promptly provide it to WhatsApp within fourteen (14) days of the Effective Date and at any time if WhatsApp requests it; and 

iv. notify FB and WhatsApp promptly if you become aware that any of your Clients are in breach of the Client Terms. 

3. Term and Termination. The term of this Addendum will begin on the Effective Date and will continue, unless earlier terminated in accordance with the terms of the Agreement, until the date we, in our sole discretion, make the Program (or some variation or successor thereof) generally publicly available under the TOS (after which only the TOS (unvaried by these Terms) will apply (and you may or may not be permitted to continue using ISVs as permitted under the Program)) (the “Term”). Without limiting our termination rights under the TOS, this Addendum may be terminated by either party with or without cause upon thirty (30) days’ advance written notice to the other party. Sections 3 (Term and Termination), 4 (Confidentiality), 5 (Miscellaneous), and 6 (Certain Definitions) of this Addendum and the provisions of the TOS, will survive any termination or expiration of this Addendum. 

4. Confidentiality. During and after the Term of this Addendum, you (a) agree that you will not use any Confidential Information other than as expressly permitted under the terms of this Addendum or as expressly authorized in writing by FB, (b) will use the same degree of care to protect the Confidential Information as you use to protect your own most highly confidential information, but in no circumstances less than reasonable care, and (c) will not disclose the Confidential Information to any person or entity other than your officers, employees, consultants, and Clients who have accepted the WhatsApp Business Solution Terms, and who, in each case, need access to such Confidential Information to effect the intent of this Agreement and bound by written confidentiality obligations at least as protective as those set forth in this Section 4 (Confidentiality). 

5. Miscellaneous. You agree that your participation in the Program is subject to the Agreement. You agree that any of your acts,, omissions or obligations under the Agreement will be deemed to be “access to or use of the WhatsApp Business Solution” and “access to or use of our Business Services” for the purposes of the Agreement (including the TOS) and any reference to “Agreement” or “Business Terms” (including “relating to, arising out of, or in any way in connection with … Company’s or Company’s Client s’ breach or alleged breach of this Agreement” ) in the TOS will be a reference to the Agreement (including the TOS). Except as expressly stated in this Addendum, the TOS continues unchanged and in full force and effect. In the event of any conflict or inconsistency bet ween the provisions of this Addendum and the provision s of the TOS, the provisions of this Addendum will control, but only with respect to the subject matter of this Addendum and only to the extent of such conflict or inconsistency. “Including” means “including without limitation.” 

6. Certain Definitions. Capitalized terms that are not defined below or in the designated places throughout this Addendum have the meaning set forth in the TOS. 

6.1  “Agreement” means the TOS, as amended and supplemented by this Addendum; 

6.2  “Client” means an end busine ss customer of a Solution Provider and may be described as “Client”, “Customer”, or “customer” in the TOS; 

6.3  “Client ISV” means an ISV engaged by a Client to perform services on its behalf in connection with that Client’s use of the WhatsApp Business Solution. For clarity, Client ISV does not include any ISVs that access a Client’s messages after such Client receives such messages (i.e., Client, not its Solution Provider, passes the messages to such third-party business); 

6.4  “Client Terms” means the terms set forth in Exhibit C to this Addendum; 

6.5  “Company ISV” means an ISV engaged by Company to perform services on behalf Company and / or its Clients in connection with Company and / or its Clients’ use of the WhatsApp Business Solution; 

6.6  “Compliance Checks” means the “know your customer” and other additional screening measures that FB or WhatsApp may reasonably require as notified to Company in writing (email will be sufficient) by FB or WhatsApp; 

6.7  “Confidential Information” means any and all information disclosed (a) by FB and / or WhatsApp to Company or Company’s Clients, or (b) by Company or Company’s Clients to FB or WhatsApp, in each case, relating to the Program, including the existence of the Program, the terms and conditions of this Addendum, the ISV Terms and the Client Terms; 

6.8  “ISV” means a third -party business (who is not a Client nor another Solution Provider); 

6.9  “ISV Terms” means the terms set forth in Exhibit B to this Addendum; 

6.10  “Laws” means 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; 

6.11  “Off – board” means to remove an ISV from your technical integration with the WhatsApp Business Solution, cease providing access of any kind to the WhatsApp Business Solution (including messages) to such ISV, and terminate your agreement in connection with the WhatsApp Business Services with such ISV; 

6.12  “Onboard” means to enable or permit a technical integration with an ISV and the WhatsApp Business Solution (including messages), and / or give an ISV access to the WhatsApp Business Solution (including messages); 

6.13  “Solution Provider” means a solution provider that has undergone WhatsApp’s compliance checks and is authorized by WhatsApp to deploy the WhatsApp Business Solution as a service provider on behalf of its Clients and may be described as either “Solution Provider” or “Service Provider” in the TOS; 

6.14  “TOS” means the Facebook Terms for WhatsApp Business Solution Providers, which incorporates and includes, without limitation, the WhatsApp Business Terms for Solution Providers (currently available at: Click here), the WhatsApp Business Solution Terms (currently available at: Click here), and the WhatsApp Business Terms of Service (currently available at: Click here); and 

6.15  “WhatsApp” means WhatsApp Inc. or WhatsApp Ireland Limited (as applicable). 

Exhibit B 

WhatsApp ISV Terms 

These ISV Terms (“Terms”) are entered into as of the date of signature set forth below by WhatsApp Ireland Limited, unless you are located in the United States, Canada, or Brazil, in which case, WhatsApp Inc. is the contracting entity (“WhatsApp” or “we”), and the company set forth in the signature block below (“you”). 

1. Acceptance of the TOS. You agree to be bound by the WhatsApp Business Terms for Solution Providers (currently available at: Click here), which incorporates, without limitation, the WhatsApp Business Solution Terms (currently available at: Click here), the WhatsApp Business Terms of Service (currently available at Click here), and WhatsApp’s technical and product documentation (currently available at Click here), and any other related documentation provided by Facebook or WhatsApp (collectively, the “TOS”), as varied by these Terms. You represent and warrant that you have received a copy of, and have reviewed, the TOS (including the terms and policies incorporated therein). For clarity, except as expressly stated herein, the TOS applies unchanged and in full force and effect to you. In the event of any conflict or inconsistency between the provisions of these Terms and the provisions of the TOS, the provisions of these Terms will control, but only to the extent of such conflict or inconsistency. Capitalized terms that are not defined below or in the designated places throughout these Terms have the meaning set forth in the TOS. 

2. Variations to the TOS and Additional Terms. The TOS prohibits, among other things, distributing, selling, reselling, or renting the WhatsApp Business Solution to third parties, and sharing, transferring, or distributing data obtained from using the WhatsApp Business Solution to third parties. In violation of the TOS, certain Solution Providers have granted third-party businesses that are neither their end business customers nor Solution Providers (“ISVs”) access to the WhatsApp Business Solution (including messages). WhatsApp is offering a program, during the Term, to permit certain Solution Providers to grant, and to continue to grant, ISVs (including you) access to the WhatsApp Business Solution (including messages) on the condition that (among other things) such ISVs comply with these Terms (the “Program”). Accordingly, notwithstanding anything to the contrary set forth in the TOS, solely during the Term, you agree: 

2.1 Your Use of WhatsApp Business Solution. You may only use and access the WhatsApp Business Solution (including messages) on behalf of Client and at the direction of and in compliance with the obligations between you and the Solution Provider and/or Client (as applicable) that engaged you and otherwise in a manner consistent with the TOS, where each reference to “you”, “your”, or “Company” (including “your Company”) shall be interpreted as a reference to you, specifically. For clarity, each reference to “Client” (including “your Client”) in the TOS remains a reference to “Client” as that term is defined herein. 

2.2 Your Responsibilities. As between (a) you and the applicable Solution Provider on the one hand, and (b) WhatsApp on the other hand, you and/or the Solution Provider are responsible for providing (i) front-line primary technical and customer support, and you are responsible for escalating unresolved secondary issues to the relevant Solution Provider; and (ii) network infrastructure, transport layer security, and APls necessary for Client to use the WhatsApp Business Solution. 

2.3 Access Use and Disclosure of Client’s Data. 

(a) You must have a binding written agreement with Client that is at least as protective as these Terms (including the TOS) with respect to Client’s data, including industry-standard protections with respect to data privacy and security. 

(b) You may only (a) access, use, and process Client’s data on behalf of Client, and (b) disclose Client’s data solely to, or on behalf of, such Client, in each case only at the direction of, and with the authorization of, the Solution Provider and/or Client (as applicable) that engaged you, in order to provide such Solution Provider or Client with the services they requested of you, in connection with the WhatsApp Business Solution and in a manner that is consistent with the TOS, and the Client’s privacy policy. You may not use Client’s data for any other purpose, including for your own purposes or disclose it to any other third parties. Your data and security obligations under the TOS extend to protecting Client’s data. 

2.4. Notification. You must maintain an up-to-date list of each Client on whose behalf or at whose direction you use or access the WhatsApp Business Solution (including messages) and the types of such Client’s data that are shared with you (to the extent permitted under any agreement between you and such Client). You will provide us with such information upon our request. In addition, you agree to provide us reports related to your and each such Client’s usage of the WhatsApp Business Solution, as we may reasonably request, within thirty (30) days following of our request. 

2.5. Audit Rights. You agree that we (or an independent auditor acting on our behalf) may audit your records, books, access logs, policies, processes, information technology systems (real and virtual), networks, technologies, and facilities (including physical and remote access to data centers and cloud facilities), and agreements with Solution Providers and/or Clients (as applicable), that in each case relate to your use of the WhatsApp Business Solution, to ensure that your use of the WhatsApp Business Solution and the data you receive in connection with these Terms (including Client’s data) is safe and complies with these Terms (including our security requirements), and that you have complied with our requests and requests from Clients and Solution Providers to delete user data obtained through the WhatsApp Business Solution. If requested, you must provide us with proof that your use of the WhatsApp Business Solution complies with these Terms. 

2.6. Migration Obligations. If (a) these Terms are terminated, (b) your agreement with the Solution Provider or Client is terminated, or (c) you have directly onboarded a Client to the WhatsApp Business Solution and such Client requests that you migrate its WABA to a Solution Provider or to assume control of its WABA, you must reasonably and in a timely manner (not to exceed thirty (30) days following such notice of termination or such Client’s request and, with respect to (a) and (b), only to the extent required to ensure that the Clients are not adversely affected and as long as such wind-down period is not prohibited under applicable Laws) during and after the Term support the applicable Client’s migration to a Solution Provider or to enable such Client to assume control itself (in each case, as instructed by Client), and you must promptly delete any WABA data and information from your own systems, unless either we and/or Client have instructed you otherwise. 

2.7. Prohibition of Client Use. WhatsApp may at any time prohibit any Client’s use of the WhatsApp Business Solution, effective upon notice to you, and you must immediately comply with such prohibition. 

2.8. No Resale and Other Restrictions. You must not: 

(a) resell the WhatsApp Business Solution, or give any Clients or third parties access to (or permit them to access) the WhatsApp Business Solution (including messages) other than the Client for whom your services have been engaged; 

(b) hold yourself out as an agent, legal representative, or employee of WhatsApp (including any of its Affiliates) or suggest any affiliation with WhatsApp (or any of its Affiliates) including that you are an authorized distributor of the WhatsApp Business Solution; 

(c) use FB’s or WhatsApp’s trademarks, logos, slogans, or other proprietary materials to promote your business or for any other use; 

(d) create or set up WABAs for any Clients or third parties. For clarity, the requirements relating to appointing a system administrator do not apply to you; 

(e) use or access the WhatsApp Business Client; 

(f) retain any third party as your service provider to manage your, the Solution Provider’s, or Client’s access to the WhatsApp Business Solution (including messages); 

(g) charge a fee for using the WhatsApp Business Solution (or related Business Services), but this does not prohibit you from charging for any of your other products and services unrelated to the use of the WhatsApp Business Solution (or related Business Services); 

(h) without limiting and in addition to the TOS, with respect to any data you obtain from using the WhatsApp Business Solution (including the content of message threads), directly or indirectly (i) use such data to track, build, or augment profiles on individual WhatsApp users without the express authorization of Client to do so (and only to the extent of such authorization); (ii) share, transfer, sell, license, or distribute such data, including any anonymous, aggregate, or derived forms of such data, to any third parties; or (iii) 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; and 

(i) use and/or access the WhatsApp Business Solution (including messages) (i) if you are a Governmental Authority; or (ii) for or on behalf of a Client or any third party that is a Governmental Authority, except (in each case of (i) and (ii)) with the express prior written approval of WhatsApp. 

3. Your Conduct. 

3.1. Compliance with Laws. You represent and warrant that you have complied, and covenant that you will comply, with all applicable Laws, and that you have used and will use only legitimate and ethical business practices in connection with the negotiation and performance of your duties pursuant to these Terms (including the TOS). 

3.2. Data Security. When using the WhatsApp Business Solution, you will always have in effect and maintain administrative, physical and technical safeguards that: (a) meet or exceed industry standards given sensitivity of User Data, (b) are compliant with applicable Laws (including data security and privacy laws, rules and regulations ), and (c) are designed to prevent any unauthorized access, use (including any use in violation of these Terms (including the TOS)), processing, storage, destruction, loss, alteration or disclosure of User Data (each, an “Unauthorized Data Use”). Following the discovery of any suspected or actual Unauthorized Data Use, you will: (i) immediately notify us of such incident, and (ii) promptly take appropriate actions in compliance with applicable Laws to address and remedy such incident (including notifying the affected users in compliance with applicable Laws and taking any other actions reasonably requested by us). Such notice to us must describe the nature of the Unauthorized Data Use, when the Unauthorized Data Use occurred, the effect on us and / or our users, and your corrective action to respond to the Unauthorized Data Use. 

3.3 Anti-Corruption and Trade Compliance. You represent and warrant that you have not engaged in, and covenant that you will refrain from, offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, including cash or a cash equivalent (including “grease”, “expediting” or facilitation payments), discounts, re bates, gifts, meals, entertainment, hospitality, use of materials, facilities or equipment, transportation, lodging, or promise of future employment (“Anything of Value”), directly or indirectly, to or from: (a) (i) any official or employee of any multinational, national, regional, territorial, provincial or local government in any country, including any official or employee of any government department, agency, commission, or division; (ii) any official or employee of any government-owned or -controlled enterprise; (iii) any official or employee of any public educational, scientific, or research institution; (iv) any political party or official or employee of a political party ; (v) any candidate for public office; (vi) any official or employee of a public international organization; or (vii) any person acting on behalf of or any relative s, family, or household members of any of those listed above (collectively, “Government Official”) to (1) influence any act or decision of a Government Official in his or her official capacity, (2) induce a Government Official to use his or her influence with a government or instrumentality thereof, or (3) otherwise secure any improper advantage; or (b) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti-corruption Laws, in each case, in connection with your participation in the Program under these Terms. 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 anti-corruption Laws. You acknowledge that U.S. and EU. trade sanctions Laws are applicable to FB, 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 and that you will not seek to provide WhatsApp Business Solution to Clients who are subject to E.U., U.S., or other applicable trade sanctions or economic restrictions. Upon request, you must provide WhatsApp with reasonable information necessary to validate that Clients are not subject to U.S., E.U., or other applicable trade sanctions Laws. Notwithstanding any other provision of these Terms or any applicable non-disclosure agreement, WhatsApp may disclose the existence and terms of these Terms, as well as information relating to any probable violation of this Section 3.3 (Anti-Corruption and Trade Compliance), to any Governmental Authority whenever WhatsApp considers it necessary or prudent to do so. 

3.4. Notice of Violation. If you become aware that you (or any or your employees or representatives) have violated any provision of these Terms, must provide prompt notice to Facebook of the facts and circumstances associated with such violation or request. 

4 . Indemnification. You agree to defend, indemnify, and hold harmless us, our Affiliates, and our respective officers, directors, employees and agents from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following (“Claim”): (a) your or any Client’s access to or use of the WhatsApp Business Solution, including information provided in connection therewith; (b) your or any Client’s breach or alleged breach of these Terms or applicable Law; and (c) any misrepresentation made by you. We have the right to solely control, and you will cooperate as fully as required by us in, the defense or settlement of any Claim. 

5. Reserved Rights. Without limiting and in addition to the TOS, we also reserve the right to and may without liability to you immediately limit, suspend, or terminate your access to the WhatsApp Business Solution and/or any or all User Data (or portion thereof) (including access via any or all associated WABAs), if we believe (in our sole discretion) that it is desirable to: (a) protect the integrity, security, or privacy of FB, WhatsApp and any of the other Facebook Company products, systems, or data and/or any users; (b) protect FB, WhatsApp and any of the other Facebook Companies from regulatory, financial, or legal liability and/or to comply with any Law, rule or regulation ; or (c) prevent or limit risk of harm or damage (including reputational harm or damage) to FB, WhatsApp or any of the other Facebook Companies and/or each of their respective products, systems, or data. 

6. Term and Termination. These Terms become effective on the date accepted and agreed by you below and will continue, unless earlier terminated in accordance with these Terms or the TOS, until the date we, in our sole discretion, make the Program (or some variation or successor thereof) generally publicly available under the TOS (after which only the TOS (unvaried by these Terms) will apply (and you may or may not continue to be permitted to use the Business Services (including the WhatsApp Business Solution) as permitted under the Program) (the “Term”). For clarity, if you become a Solution Provider during the term of the Program, these Terms will immediately terminate (after which only the TOS (unvaried by these Terms) and any other agreements we or FB may enter into with you, will apply) and upon such termination, you may request to participate in the Program as a Solution Provider (subject to your execution of a separate written agreement). Without limiting our termination rights under the TOS, these Terms may be terminated by (a) either party with or without cause upon thirty (30) days’ advance written notice to the other party, and (b) FB with immediate effect in the event you are in violation of Section 3.3 (Anti-Corruption and Trade Compliance). Sections 1 (Acceptance of the TOS), 2.6 (Migration Obligations), 4 (Indemnification), 5 (Reserved Rights), 6 (Term and Termination), 7 (Certain Definitions), 8 (Confidentiality), and 9 (Miscellaneous) of these Terms and the provisions of the TOS, will survive any termination or expiration of these Terms. 

7. Certain Definitions. Capitalized terms that are not defined below or in the designated places throughout these Terms have the meaning set forth in the TOS. 

7.1. “Client” means a customer that (a) is an end business customer of a Solution Provider, and (b) has either engaged you, or whose Solution Provider has engaged you, to provide services in connection with such customer, and may be described as “Client”, “Customer” or “customer” in the TOS; 

7.2. “FB” means Facebook Ireland Limited and Facebook, Inc. (as applicable); 

7.3 “Laws” means local, state, provincial, territorial, federal and international laws, regulations, rules and conventions, including those related to data privacy and data transfer, international communication s, public procurement requirements, and the exportation of technical or personal data; and 

7.4. “Solution Provider” means a solution provider that has undergone WhatsApp’s compliance checks and is authorized by WhatsApp to deploy the WhatsApp Business Solution as a service provider on behalf of its end business customers and may be described as either “Solution Provider” or “Service Provider” in the TOS. 

8. Confidentiality. You acknowledge and agree that any and all information disclosed to you (a) by FB, WhatsApp and/or your Solution Provider, or (b) by you to FB, WhatsApp or your Solution Provider. 

9. Miscellaneous. You agree that any of your acts, omissions or obligations under these Terms (including the TOS) will be deemed to be “access to or use of our Business Services” for the purposes of these Terms (including the TOS) and any reference to “Business Terms” (including “relating to, arising out of, or in any way in connection with … Company’s breach or alleged breach of these Business Terms” ) in the TOS shall be a reference to these Terms (including the TOS). These Terms may not be modified except in a writing duly executed by the parties. Without limiting the TOS, the parties are independent contractors; no employment is created as a result of the Terms and neither party has authority to bind the other. “Including” means “including without limitation.” 

ACKNOWLEDGED AND AGREED 

Exhibit C 

WhatsApp Client Terms 

These Client Terms (“Terms“) are entered into as of the date of signature set forth below (“Effective Date“) by Facebook Ireland Limited, unless you are located in the United Stat es, Canada, or Brazil, in which case, Facebook, Inc. is the contracting entity (“FB” or “we“), and the company set forth in the signature block below (“Company” or “you“), 

1. Acceptance of the Terms. The company set forth in the signature block below (“Client” or” you“) agrees to be bound by the WhatsApp Business Solution Terms (currently available at: https://www.whatsapp.com/legal/business-solution-terms), which incorporates without limitation, the WhatsApp Business Terms of Service (currently available at https://www.whatsapp.com/legal/business-terms/) (collectively, the “TOS“), as varied by these Terms. For clarity, except as expressly stated herein, the TOS applies unchanged and in full force and effect to you. In the event of any conflict or inconsistency between the provisions of these Terms and the provisions of the TOS, the provisions of these Terms will control, but only to the extent of such conflict or inconsistency. Capitalized terms that are not defined below or in the designated places throughout these Terms have the meaning set forth in the TOS. 

2. Variations to the TOS and Additional Terms. The TOS prohibits, among other things, distributing, selling, reselling, or renting the WhatsApp Business Solution to third parties, and sharing, transferring, or distributing data obtained from using the WhatsApp Business Solution to third parties. In violation of the TOS, certain Solution Providers and / or Clients have granted ISVs access to the WhatsApp Business Solution (including messages). FB (on behalf of itself and WhatsApp) is offering a program, during the Term, to permit certain Solution Providers and Clients (including you) to grant, and to continue to grant, ISVs access to the WhatsApp Business Solution (including messages) on the condition that (among other things) such Clients comply with these Terms (the “Program”). Accordingly, notwithstanding anything to the contrary set forth in the TOS, solely during the Term, you agree: 

2.1. Disclose Existing Client ISVs. If you have already Onboarded one or more Client ISVs on or before the Effective Date, within fourteen (14) days of the Effective Date, you will disclose to WhatsApp (in the format and medium as directed by WhatsApp) details of (a) all existing Client ISVs that you have Onboarded or directed your applicable Solution Provider to Onboard, including the Client ISV’s name, address, and the nature of services provided by such ISV, and (b) such other information as WhatsApp may request. 

2.2 Requirements Before Onboarding New Client ISVs. Before Onboarding any new Client ISVs, you must (a) notify WhatsApp and your Solution Provider in writing (in the format and medium as directed by WhatsApp) of the name, address, and the nature of services to be provided by such ISV in connection with your proposed integration ; (b) receive our approval in writing (email will suffice) of the proposed Client ISV (which may be granted or withheld in our sole discretion) ; and (c) provide written evidence to WhatsApp that the Client ISV has satisfied any Compliance Checks we may require (in our sole discretion) and has executed the ISV Terms. 

2.3 Compliance Checks and ISV Terms. You will cause all existing, and future (if applicable), Client ISVs to: 

(a) submit to any Compliance Checks we may require (in our sole discretion); 

(b) enter into a written agreement with you that is consistent with the terms of the Agreement; 

(c) execute the ISV Terms and provide WhatsApp with written evidence of execution; and 

(d) satisfy all such other requirements as FB or WhatsApp may reasonably request. 

You may only Onboard new Client ISVs that we have approved (per Section 2.2 (Requirements Before Onboarding New Client ISVs) above) and that have satisfied the requirements set forth in paragraphs (a) to (d) (inclusive) above. If any existing Client ISV fails, or does not complete all of the requirements set forth in paragraphs (a) to (d) (inclusive) above, you will immediately Off-board such Client ISV, subject to a wind-down period not to exceed thirty (30) days following such failure (to the extent required to ensure that you are not adversely affected by the Off-boarding, as long as such wind-down period is not prohibited under applicable Laws) to assist such Client ISV to migrate you to a Solution Provider or to enable you to assume control yourself (as instructed by you). 

2.4. Notification. You must maintain an up-to-date list of all Onboarded Client ISVs including their name, address, the nature of services provided by each Client ISV, the types of User Data you share with such Client ISVs, and such other information as FB or WhatsApp may request, and promptly provide it to WhatsApp within fourteen (14) days of the Effective Date, and at any time WhatsApp requests it. You must also promptly notify your Solution Providers of the Client ISVs (including their name, address, and the nature of services they are providing) that you are using connection with the WhatsApp Business Solution. 

2.5. No Resale or Re-Use. You agree that you will not permit any Client ISV to (a) resell the WhatsApp Business Solution or allow third parties to integrate with, access or use the WhatsApp Business Solution (including messages); or (b) use our names and trademarks to promote such Client ISV’s business or in any other way (unless otherwise approved in writing by WhatsApp). You will expressly prohibit such activities under your agreement with the Client ISV. 

2.6. Termination of Client ISVs. You agree to immediately Off-board any Client ISVs upon written notice (email will suffice) from FB or WhatsApp, which we may provide in our sole discretion, subject to a wind-down period not to exceed thirty (30) days from the date of such notice (to the extent required to ensure that you are not adversely affected by the Off-boarding, as long as such wind-down period is not prohibited under applicable Laws) to enable such Client ISV to meet its migration obligations under the ISV Terms. 

2.7. Responsibility for Client ISVs. As between you and FB or WhatsApp, you are responsible for all acts, omissions and obligations of your Client ISVs, including (a) the Client ISV’s access to or use of the WhatsApp Business Solution, including all information provided therewith (e.g., the acts and omissions of Client ISVs will be deemed your actions or omissions under the Agreement); and (b) the Client ISV’s breach or alleged breach of the ISV Terms or applicable Laws. You agree that your indemnification obligation under the TOS extends to any Claims relating to, arising out of, or in any way in connection with any of the following: (i) any Client ISV’s access to or use of the WhatsApp Business Solution, including information provided in connection therewith; and (ii) any Client ISV’s breach or alleged breach of the ISV Terms or applicable Laws. 

3. Anti-Corruption and Trade Compliance. You represent and warrant that you have not engaged in, and covenant that you will refrain from, offering promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, including cash or a cash equivalent (including “grease”, “expediting” or facilitation payments), discounts, rebates, gifts, meals, entertainment, hospitality, use of materials, facilities or equipment, transportation, lodging, or promise of future employment (“Anything of Value”), directly or indirectly, to or from: (a) (i) any official or employee of any multinational, national, regional, territorial, provincial or local government in any country, including any official or employee of any government department, agency, commission, or division; (ii) any official or employee of any government-owned or -controlled enterprise; (iii) any official or employee of any public educational, scientific, or research institution; (iv) any political party or official or employee of a political party ; (v) any candidate for public office; (vi) any official or employee of a public international organization; or (vii) any person acting on behalf of or any relative s, family, or household members of any of those listed above (collectively “Government Official”) to (1) influence any act or decision of a Government Official in his or her official capacity, (2) induce a Government Official to use his or her influence with a government or instrumentality thereof, or (3) otherwise secure any improper advantage; or (b) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti-corruption Laws, in each case, in connection with your participation in the Program under these Terms. 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 FB, 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 any other provision of these Terms or any applicable non-disclosure agreement, WhatsApp may disclose the existence and terms of these Terms, as well as information relating to any probable violation of this Section 3 (Anti-Corruption and Trade Compliance), to any Governmental Authority whenever WhatsApp considers it necessary or prudent to do so. 

4. Term and Termination. These Terms become effective on the date accepted and agreed by you below and will continue, unless earlier terminated in accordance with these Terms or the TOS, until the date we, in our sole discretion, make the Program (or some variation or successor thereof) generally publicly available under the TOS (after which only the TOS (unvaried by these Terms) will apply (and you may or may not be permitted to continue using ISVs as permitted under the Program (the “Term”). Without limiting our termination rights under the TOS, these Terms may be terminated by (a) either party with or without cause upon thirty (30) days’ advance written notice to the other party, or (b) by FB with immediate effect if you are in violation of Section 3 (Anti-Corruption and Trade Compliance). Sections 1 (Acceptance of the TOS), 3 (Term and Termination), 4 (Certain Definitions), 5 (Confidentiality), and 6 (Miscellaneous) of these Terms and the provisions of the TOS, will survive any termination or expiration of these Terms. 

5. Certain Definitions. Capitalized terms that are not defined below or in the designated places throughout these Client Terms have the meaning set forth in the TOS. 

5.1. “Client ISV” means an ISV engaged by you to perform services on your behalf in connection with your use of the WhatsApp Business Solution. For clarity, Client ISV does not include any ISVs that access your messages after you receive such messages (i.e., you, not your Solution Provider, pass the messages to such third-party business); 

5.2. “Compliance Checks” means the “know your customer” and other additional screening measures that FB or WhatsApp may reasonably require and notify you in writing (email will be sufficient); 

5.3. “Confidential Information” means any and all information disclosed (a) by FB, WhatsApp and / or your Solution Providers to you, or (b) by you to FB, WhatsApp and / or your Solution Providers, in each case, relating to these Terms and the ISV Terms; 

5.4. “ISV” means a third-party business (who is not a Solution Provider); 

5.5. “ISV Terms” means the terms set forth in Schedule 1 to these Terms; 

5.6. “Off-board” means to remove a Client ISV from the technical integration with the WhatsApp Business Solution, cease providing access of any kind to the WhatsApp Business Solution (including messages) to such Client ISV, and terminate your agreement in connection with the WhatsApp Business Solution with such ISV. 

5.7. “Onboard” means to enable or permit a technical integration with an ISV and the WhatsApp Business Solution (including messages), and / or give an ISV access to, the WhatsApp Business Solution (including messages). 

5.8. “Solution Provider” means a solution provider that has undergone WhatsApp’s compliance checks and is authorized by WhatsApp to deploy the WhatsApp Business Solution as a service provider on behalf of its Clients and may be described as either “Solution Provider” or “Service Provider” in the TOS; and 

5.9. “WhatsApp” means WhatsApp Inc. or WhatsApp Ireland Limited (as applicable). 

6. Confidentiality. You acknowledge and agree that any and all Confidential Information, including the existence of these Terms, is Confidential Information of FB and WhatsApp, and subject to the confidentiality obligations set forth in the TOS. 

7. Miscellaneous. You agree that any of your acts, omissions or obligations under these Terms (including the TOS) will be deemed to be “access to or use of our Business Services” for the purposes of these Terms (including the TOS) and any reference to “Business Terms” (including “relating to, arising out of, or in any way in connection with … Company’s breach or alleged breach of these Business Terms” ) in the TOS shall be a reference to these Terms (including the TOS). “Including” means “including without limitation.” 

ACKNOWLEDGED AND AGREED 

Schedule 1 to Client Terms: ISV Terms 

These ISV Terms (“Terms”) are entered into as of the date of signature set forth below by WhatsApp Ireland Limited, unless you are located in the United States, Canada, or Brazil, in which case, WhatsApp Inc. is the contracting entity (“WhatsApp” or “we”), and the company set forth in the signature block below (“you”). 

1. Acceptance of the TOS. You agree to be bound by the WhatsApp Business Terms for Solution Providers (currently available at: Click here), which incorporates, without limitation, the WhatsApp Business Solution Terms (currently available at: Click here), the WhatsApp Business Terms of Service (currently available at Click here), and WhatsApp’s technical and product documentation (currently available at Click here), and any other related documentation provided by Facebook or WhatsApp (collectively, the “TOS”), as varied by these Terms. You represent and warrant that you have received a copy of, and have reviewed, the TOS (including the terms and policies incorporated therein). For clarity, except as expressly stated herein, the TOS applies unchanged and in full force and effect to you. In the event of any conflict or inconsistency between the provisions of these Terms and the provisions of the TOS, the provisions of these Terms will control, but only to the extent of such conflict or inconsistency. Capitalized terms that are not defined below or in the designated places throughout these Terms have the meaning set forth in the TOS. 

2. Variations to the TOS and Additional Terms. The TOS prohibits, among other things, distributing, selling, reselling, or renting the WhatsApp Business Solution to third parties, and sharing, transferring, or distributing data obtained from using the WhatsApp Business Solution to third parties. In violation of the TOS, certain Solution Providers have granted third-party businesses that are neither their end business customers nor Solution Providers (“ISVs”) access to the WhatsApp Business Solution (including messages). WhatsApp is offering a program, during the Term, to permit certain Solution Providers to grant, and to continue to grant, ISVs (including you) access to the WhatsApp Business Solution (including messages) on the condition that (among other things) such ISVs comply with these Terms (the “Program”). Accordingly, notwithstanding anything to the contrary set forth in the TOS, solely during the Term, you agree: 

2.1. Your Use of WhatsApp Business Solution. You may only use and access the WhatsApp Business Solution (including messages) on behalf of Client and at the direction of and in compliance with the obligations between you and the Solution Provider and/or Client (as applicable) that engaged you, and otherwise in a manner consistent with the TOS, where each reference to “you”, “your”, or “Company” (including “your Company”) shall be interpreted as a reference to you, specifically. For clarity, each reference to “Client” (including “your Client”) in the TOS remains a reference to “Client” as that term is defined herein. 

2.2. Your Responsibilities. As between (a) you and the applicable Solution Provider on the one hand, and (b) WhatsApp on the other hand, you and/or the Solution Provider are responsible for providing (i) front-line primary technical and customer support, and you are responsible for escalating unresolved secondary issues to the relevant Solution Provider; and (ii) network infrastructure, transport layer security, and APls necessary for Client to use the WhatsApp Business Solution. 

2.3. Access. Use and Disclosure of Client’s Data. 

(a) You must have a binding written agreement with Client that is at least as protective as these Terms (including the TOS) with respect to Client’s data, including industry-standard protections with respect to data privacy and security. 

(b) You may only (a) access, use, and process Client’s data on behalf of Client, and (b) disclose Client’s data solely to, or on behalf of, such Client, in each case only at the direction of, and with the authorization of, the Solution Provider and/or Client (as applicable) that engaged you, in order to provide such Solution Provider or Client with the services they requested of you, in connection with the WhatsApp Business Solution and in a manner that is consistent with the TOS, and the Client’s privacy policy. You may not use Client’s data for any other purpose, including for your own purposes or disclose it to any other third parties. Your data and security obligations under the TOS extend to protecting Client’s data. 

2.4. Notification. You must maintain an up-to-date list of each Client on whose behalf or at whose direction you use or access the WhatsApp Business Solution (including messages) and the types of such Client’s data that are shared with you (to the extent permitted under any agreement between you and such Client). You will provide us with such information upon our request. In addition, you agree to provide us reports related to your and each such Client’s usage of the WhatsApp Business Solution, as we may reasonably request, within thirty (30) days following of our request. 

2.5. Audit Rights. You agree that we (or an independent auditor acting on our behalf) may audit your records, books, access logs, policies, processes, information technology systems (real and virtual), networks, technologies, and facilities (including physical and remote access to data centers and cloud facilities), and agreements with Solution Providers and/or Clients (as applicable), that in each case relate to your use of the WhatsApp Business Solution, to ensure that your use of the WhatsApp Business Solution and the data you receive in connection with these Terms (including Client’s data) is safe and complies with these Terms (including our security requirements), and that you have complied with our requests and requests from Clients and Solution Providers to delete user data obtained through the WhatsApp Business Solution. If requested, you must provide us with proof that your use of the WhatsApp Business Solution complies with these Terms. 

2.6. Migration Obligations. If (a) these Terms are terminated, (b) your agreement with a Client is terminated, or (c) you have directly onboarded a Client to the WhatsApp Business Solution and such Client requests that you migrate its WABA to a Solution Provider or to assume control of its WABA, you must reasonably and in a timely manner (not to exceed thirty (30) days following such notice of termination or such Client’s request and, with respect to (a) and (b), only to the extent required to ensure that the Clients are not adversely affected and as long as such wind-down period is not prohibited under applicable Laws) during and after the Term support the applicable Client’s migration to a Solution Provider or to enable such Client to assume control itself (as instructed by Client), and you must promptly delete any WABA data and information from your own systems, unless either we and/or Client have instructed you otherwise. 

2.7. Prohibition of Client Use. WhatsApp may at any time prohibit any Client’s use of the WhatsApp Business Solution, effective upon notice to you, and you must immediately comply with such prohibition. 

2.8. No Resale and Other Restrictions. You must not: 

(a) resell the WhatsApp Business Solution, or give any Clients or third parties access to (or permit them to access) the WhatsApp Business Solution (including messages) other than the Client for whom your services have been engaged; 

(b) hold yourself out as an agent, legal representative, or employee of WhatsApp (including any of its Affiliates) or suggest any affiliation with WhatsApp (or any of its Affiliates) including that you are an authorized distributor of the WhatsApp Business Solution; 

(c) use FB’s or WhatsApp’s trademarks, logos, slogans, or other proprietary materials to promote your business or for any other use; 

(d) create or set up WABAs for any Clients or third parties. For clarity, the requirements relating to appointing a system administrator do not apply to you; 

(e) use or access the WhatsApp Business Client; 

(f) retain any third party as your service provider to manage your, the Solution Provider’s, or Client’s access to the WhatsApp Business Solution (including messages); 

(g) charge a fee for using the WhatsApp Business Solution (or related Business Services), but this does not prohibit you from charging for any of your other products and services unrelated to the use of the WhatsApp Business Solution (or related Business Services); 

(h) without limiting and in addition to the TOS, with respect to any data you obtain from using the WhatsApp Business Solution (including the content of message threads), directly or indirectly (i) use such data to track, build, or augment profiles on individual WhatsApp users without the express authorization of Client to do so (and only to the extent of such authorization); (ii) share, transfer, sell, license, or distribute such data, including any anonymous, aggregate, or derived forms of such data, to any third parties; or (iii) 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; and 

(i) use and/or access the WhatsApp Business Solution (including messages) (i) if you are a Governmental Authority; or (ii) for or on behalf of a Client or any third party that is a Governmental Authority, except (in each case of (i) and (ii)) with the express prior written approval of WhatsApp. 

3. Your Conduct. 

3.1. Compliance with Laws. You represent and warrant that you have complied, and covenant that you will comply, with all applicable Laws and that you have used and will use only legitimate and ethical business practices in connection with the negotiation and performance of your duties pursuant to these Terms (including the TOS). 

3.2. Data Security. When using the WhatsApp Business Solution, you will always have in effect and maintain administrative, physical and technical safeguards that: (a) meet or exceed industry standards given sensitivity of User Data, (b) are compliant with applicable Laws (including data security and privacy laws, rules and regulations ), and (c) are designed to prevent any unauthorized access, use (including any use in violation of these Terms (including the TOS)), processing, storage, destruction, loss, alteration or disclosure of User Data (each, an “Unauthorized Data Use”). Following the discovery of any suspected or actual Unauthorized Data Use, you will: (i) immediately notify us of such incident, and (ii) promptly take appropriate actions in compliance with applicable Laws to address and remedy such incident (including notifying the affected users in compliance with applicable Laws and taking any other actions reasonably requested by us). Such notice to us must describe the nature of the Unauthorized Data Use, when the Unauthorized Data Use occurred, the effect on us and /or our users, and your corrective action to respond to the Unauthorized Data Use. 

3.3. Anti-Corruption and Trade Compliance. You represent and warrant that you have not engaged in, and covenant that you will refrain from, offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, including cash or a cash equivalent (including “grease”, “expediting” or facilitation payments), discounts, rebates, gifts, meals, entertainment, hospitality, use of materials, facilities or equipment, transportation, lodging, or promise of future employment (“Anything of Value”), directly or indirectly, to or from: (a) (i) any official or employee of any multinational, national, regional, territorial, provincial or local government in any country, including any official or employee of any government department, agency, commission, or division; (ii) any official or employee of any government-owned or -controlled enterprise; (iii) any official or employee of any public educational, scientific, or research institution; (iv) any political party or official or employee of a political party ; (v) any candidate for public office; (vi) any official or employee of a public international organization; or (vii) any person acting on behalf of or any relatives, family, or household members of any of those listed above (collectively, “Government Official”) to (1) influence any act or decision of a Government Official in his or her official capacity, (2) induce a Government Official to use his or her influence with a government or instrumentality thereof, or (3) otherwise secure any improper advantage; or (b) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti-corruption Laws, in each case, in connection with your participation in the Program under these Terms. 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 anti-corruption Laws. You acknowledge that U.S. and E.U. trade sanctions Laws are applicable to FB, 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 and that you will not seek to provide WhatsApp Business Solution to Clients who are subject to E.U., U.S., or other applicable trade sanctions or economic restrictions. Upon request, you must provide WhatsApp with reasonable information necessary to validate that Clients are not subject to U.S., E.U., or other applicable trade sanctions Laws. Notwithstanding any other provision of these Terms or any applicable non-disclosure agreement, WhatsApp may disclose the existence and terms of these Terms, as well as information relating to any probable violation of this Section 3.3 (Anti-Corruption and Trade Compliance), to any Governmental Authority whenever WhatsApp considers it necessary or prudent to do so. 

3.4. Notice of Violation. If you become aware that you (or any or your employees or representatives) have violated any provision of these Terms, must provide prompt notice to Facebook of the facts and circumstances associated with such violation or request. 

4. Indemnification. You agree to defend, indemnify, and hold harmless us, our Affiliates, and our respective officers, directors, employees and agents from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following (“Claim”): (a) your or any Client’s access to or use of the WhatsApp Business Solution, including information provided in connection therewith; (b) your or any Client’s breach or alleged breach of these Terms or applicable Law; and (c) any misrepresentation made by you. We have the right to solely control, and you will cooperate as fully as required by us in, the defense or settlement of any Claim. 

5. Reserved Rights. Without limiting and in addition to the TOS, we also reserve the right to and may without liability to you immediately limit, suspend, or terminate your access to the WhatsApp Business Solution and/or any or all User Data (or portion thereof) (including access via any or all associated WABAs}, if we believe (in our sole discretion) that it is desirable to: (a) protect the integrity, security, or privacy of FB, WhatsApp and any of the other Facebook Company products, systems, or data and/or any users; (b) protect FB, WhatsApp and any of the other Facebook Companies from regulatory, financial, or legal liability and/or to comply with any Law, rule or regulation; or (c) prevent or limit risk of harm or damage (including reputational harm or damage) to FB, WhatsApp or any of the other Facebook Companies and/or each of their respective products, systems, or data. 

6. Term and Termination. These Terms become effective on the date accepted and agreed by you below and will continue, unless earlier terminated in accordance with these Terms or the TOS, until the date we, in our sole discretion, make the Program (or some variation or successor thereof) generally publicly available under the TOS (after which only the TOS (unvaried by these Terms) will apply (and you may or may not continue to be permitted to use the Business Services (including the WhatsApp Business Solution) as permitted under the Program) (the “Term”). For clarity, if you become an authorized Solution Provider during the term of the Program, these Terms will immediately terminate (after which only the TOS (unvaried by these Terms) and any other agreements we or FB may enter into with you, will apply) and upon such termination you may request to participate in the Program as a Solution Provider (subject to your execution of a separate written agreement). Without limiting our termination rights under the TOS, these Terms may be terminated by (a) either party with or without cause upon thirty (30) days’ advance written notice to the other party, and (b) FB with immediate effect in the event you are in breach of Section 3.3 (Anti-Corruption and Trade Compliance). Sections 1 (Acceptance of the TOS), 2.6 (Migration Obligations), 4 (Indemnification), 5 (Reserved Rights), 6 (Term and Termination), 7 (Certain Definitions), 8 (Confidentiality), and 9 (Miscellaneous) of these Terms and the provisions of the TOS, will survive any termination or expiration of these Terms. 

7. Certain Definitions. Capitalized terms that are not defined below or in the designated places throughout these Terms have the meaning set forth in the TOS. 

7.1. “Client” means a customer that (a) is an end business customer of a Solution Provider. and (b) has either engaged you, or whose Solution Provider has engaged you. to provide services in connection with such customer, and may be described as “Client”, “Customer” or “customer” in the TOS; 

7.2. “FB” means Facebook Ireland Limited and Facebook, Inc. (as applicable); 

7.3. “Laws” means 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; and 

7.4. “Solution Provider” means a solution provider that has undergone WhatsApp’s compliance checks and is authorized by WhatsApp to deploy the WhatsApp Business Solution as a service provider on behalf of its end business customers and may be described as either “Solution Provider” or “Service Provider” in the TOS. 

8. Confidentiality. You acknowledge and agree that any and all information disclosed to you (a) by FB, WhatsApp and/or your Solution Provider, or (b) by you to FB, WhatsApp or your Solution Provider, in each case, relating to the matters covered by these Terms, including the existence of these Terms, is Confidential Information of FB and WhatsApp, and subject to the confidentiality obligations set forth in the TOS. Without limiting the TOS, upon termination or expiration of these Terms, you will promptly return or delete such information in your possession at our request. 

9. Miscellaneous. You agree that any of your acts, omissions or obligations under these Terms (including the TOS) will be deemed to be “access to or use of our Business Services” for the purposes of these Terms (including the TOS) and any reference to “Business Terms” (including “relating to, arising out of or in any way in connection with … breach or alleged breach of these Business Terms”) in the TOS shall be a reference to these Terms (including the TOS). These Terms may not be modified except in a writing duly executed by the parties. Without limiting the TOS, the parties are independent contractors; no employment is created as a result of the Terms and neither party has authority to bind the other. “Including” means “including without limitation.” 

ACKNOWLEDGED AND AGREED 

The post WhatsApp ISV (Pass-On) Services Supplemental Terms and Conditions appeared first on Sinch.

Sinch India shall maintain and implement the following technical and organizational measures in relation to the security of any Customer Configuration. 

1. Administrative Controls 

1. Screening - Sinch India will perform pre-employment background screening of its employees who have access to customers’ accounts, and is committed to employee supervision, training, and management. 
2. Sinch India Access - Sinch India will restrict the use of administrative access codes for customer accounts to its employees and other agents who need the access codes for the purpose of providing the Services. Sinch India personnel who use access codes shall be required to log on using an assigned username and password. 
3. Customer Access - As the primary application administrator, you are responsible for the management of your accounts, including creation, change management, and termination. 

2. Reports of and Response to Security Breach 

Sinch India will report to you as soon as reasonably practicable in writing and in accordance with applicable law and/or implemented security standard, of a material breach of the security of your Customer Configuration which results in unauthorized access to your Customer Data resulting in the destruction, loss, unauthorized disclosure or alteration of your data of which we become aware. Upon request, we will promptly provide you all relevant information and documentation that we have available with us regarding your Customer Configuration in connection with any such event. 

3. Customer Data Return 

The Services enable you to retrieve, correct, or delete Customer Data. Depending on your Services, you may not have access to your Customer Configuration or Customer Data during a suspension of Services or following the termination of the Agreement. You are responsible for retrieving a copy of your Customer Data prior to the termination of the Agreement. 

4. Privacy and Personal Data Processing 

1. Roles - In respect to “Personal Data” processed under the Services, you may act as “controller” or “processor” and Sinch India may act as “processor” or “sub processor”. 
2. Instructions for Data Processing - Sinch India will process Personal Data only to the extent and in such a manner as is necessary to provide the Services under the Agreement or as otherwise instructed by Customer from time to time. 
3. Notifications - Sinch India shall notify you as soon as reasonably practicable in writing: (a) of any communication received from an individual relating to (i) an individual’s rights to access, modify, correct, delete or block his or her Personal Data and (ii) any complaint about your Processing of Personal Data; and (b) to the extent not prohibited by law, of any complaint, notice or other communication that relates to Customer’s compliance with data protection and privacy law and the processing of Personal Data. 
4. You agree to make any required notifications to and obtain required consents and rights from, individuals in relation to Sinch India’s provision of any work or Services to you. Where Sinch India receives the communication described in this section and notifies you of such communication, it is your responsibility to respond to and take all other appropriate action with regard to the communication required under the applicable law. 

5. Additional Security Parameters 

1. In this Service, we offer GPF encryption for storing and transporting the Customer Data, unless a different mechanism is specified by the Customer. 
2. Files are transferred to the Service using the secured FTP (SFTP) access from the Customer on TLS 1.2 unless a different mechanism is specified by a Customer. 
3. Sinch India team members working on Customer Communication Management (CCM) Service are given system access with logging. 
4. To secure the generated PDF, we offer password protection, but this is subject to initial agreement of requirement, if required by the Customer. 
5. Generated PDFs can have digital signature that are cryptographically bound and secured with a tamper-evident seal, but this is subject to initial agreement of requirement, if required by the Customer. 
6. Restricted and Role based access: The Sinch India team member working in the whole process of generation cannot view any file, only instructions can be executed to execute the campaign. 
7. Sinch India follows exceptional approval process for troubleshooting file or related issues. 

The post Mailhub® Security Policy appeared first on Sinch.

These supplemental terms and conditions (“Supplement”) are part of an agreement for certain Sinch India services (“Agreement”) between Sinch India and Customer and apply only to the Sinch India services referencing or subject to this Supplement, including Docxcomm™ services (“Service”) as set forth in the applicable Order Form and not any other Sinch India product or service. The Services will be subject to the Agreement except as otherwise and to the extent set forth herein. The Service being provided by Sinch India includes PDF generation and Flipbook generation, the Customer may choose to utilize either PDF generation or Flipbook generation or both. This Supplement shall apply to the provision and use of both, PDF and Flipbook.

Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this Supplement shall have the meanings ascribed to them in the General Terms and Conditions for Sinch India Services (“GTC”). 

Part A – Legal Terms 

A1. Services 

A1.1. Service Provider Conditions and laws and regulations. In addition to Customer’s obligations set forth in Section 4.1 of the GTC, Customer shall comply with all Service Provider Conditions including any applicable legal and regulatory requirements relating to the Customer Data or its use of the Service. If a Service Provider changes the Service Provider Conditions and/or the technical standards for the delivery of Service, Sinch India may modify the terms and conditions governing such Service upon prior written notice to Customer. 

A1.2. Supply of Services. Customer shall bear sole responsibility for the acts, omissions, or breaches of its Representatives with respect to the use of the Service, including but not limited to the Customer Data. Customer shall promptly inform Sinch India if it becomes aware of any violation of the terms of this paragraph. 

A1.3. Restrictions. Customer shall not use the Service or permit the Service to be used: 

1. in a manner that violates the Agreement, including this Supplement and the Service Provider Conditions, including, without limitation, any applicable law, regulation, industry guidelines, or code of practice, or that violates, infringes or misappropriates the rights of any third party; 
2. to transmit any PDF and/or Flipbooks and/or emails (with or without attachments) or any electronic material (including viruses or other similar destructive computer programming routines) which causes, or is likely to cause, detriment or harm or damage to the Sinch India Network or any computer systems or telecommunications equipment or mobile handsets owned by Sinch India or any other person, or to facilitate the transmission or use of any code that would allow any third party to interfere with or access any Customer Data; and/or 
3. to generate or send any PDFs and/or Flipbook and/or emails (with or without attachments) or material which is or could be interpreted by a reasonable person to be obscene, offensive, abusive, harassing, misleading, fraudulent, violent, unethical, indecent, defamatory, discriminatory, threatening, libelous, unlawful or menacing or promotes alcohol abuse or illegal drug use. 

A1.4 Intellectual Property. 

1. If Customer provides Sinch India with Customer’s pre-existing Intellectual Property (“Customer IP”), then Customer hereby grants to Sinch India, during the term of the applicable Order Form, a limited, worldwide, non-transferable, royalty-free, right and license (with right of sub-license where required to perform the Services) to use the Customer IP solely for the purpose of providing the Services. Customer represents and warrants that Customer has all rights in the Customer IP necessary to grant this license, and that Sinch India’s use of such Customer IP shall not infringe on the Intellectual Property rights of any third party. 
2. Unless otherwise specifically stated in the applicable Order Form, and excluding any Customer IP, Sinch India shall own all Intellectual Property created as part of providing the Services or contained in the Deliverables and such Sinch India Intellectual Property shall only be used by the Customer to generate attachments in PDF format and no other format, unless specified otherwise by Sinch India in wiring. 

A1.5 Open-Source Software. Sinch India may use certain open-source software within its systems (for example Linux, OpenStack, and software licensed under the Apache, GPL, MIT or other open-source licenses, collectively “Open-Source Software”) and makes no representation or warranty whatsoever regarding any such software or with regard to any third party products or services which may be recommended for Customer’s consideration or provided to Customer in connection with the Services. In the event Sinch India provides any Open-Source Software to Customer as part of the Services, then such Open-Source Software is subject to the terms of the applicable Open-Source Software license. To the extent there is a conflict with this Supplement, the terms of the applicable Open-Source Software license shall prevail. 

A2. Compliance 

A2.1. Security and Privacy. Sinch India shall provide the Services in accordance with the security and privacy practices set forth at click here and any additional security specifications identified in the Order Form or this Supplement. Customer must use reasonable security precautions in connection with Customer’s use of the Services, including appropriately securing and encrypting Personal Data stored on or transmitted using the Customer Configuration. Customer Data is, and at all times shall remain, Customer’s exclusive property. Sinch India will not use or disclose Customer Data except as materially required to perform the Services or as required by law. Customer agrees not to provide Sinch India with any sensitive personal data or protected health information or other information that can be deemed sensitive personal data or protected health information without obtaining Sinch India’s prior written consent and entering into a separate agreement with Sinch India governing the transmission of such information in connection with Customer’s use and benefit of the Services. 

A2.2 Content Privacy. Customer acknowledges and understands that the Services may include the transmission of unencrypted email in plain text over the public internet. Customer is responsible for encrypting any Personal Data Customer uses in conjunction with the Services. Email sent using the Services may be unsecured, may be intercepted by other users of the public internet, and may be stored and disclosed by third parties (such as a recipient’s email service provider). Although Services include support for transport layer security, content may be transmitted even if the recipient does not also support transport layer security, resulting in an unencrypted transmission. 

A2.3. Indemnity. If Sinch India or any of its Representatives (the “Indemnitees”) is faced with any claim (including, but not limited to, any fines, penalties) or other liabilities brought against Sinch India or any of its Representatives by any third party relating to Customer Data, Customer’s use of the Service or otherwise arising out of Customer’s actual or alleged: willful misconduct, breach of applicable laws, failure to meet the security obligations required by the Agreement, breach of Customer’s agreement with Customer’s customers or end users, violation of the AUP, or Customer’s breach of Section A1.4 (Intellectual Property) hereof or Section 10 of the GTC, then Customer will promptly pay Sinch India for the cost of defending the claim (including reasonable legal fees and settlement expenses) and any damages award, fine or other penalty that is imposed on the Indemnitees as a result of the claim. Customer’s obligations under this Section include claims arising out of the acts or omissions of Customer’s employees or agents, any other person to whom Customer has given access to the Service or the Customer Configuration, and any person who gains access to the Customer Configuration as a result of Customer’s failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by Customer. 

Sinch India will choose legal counsel to defend the claim, provided that the choice is reasonable and is communicated to Customer. Customer must comply with our reasonable requests for assistance and cooperation in the defense of the claim. Sinch India may not settle the claim without Customer’s consent, which may not be unreasonably withheld, delayed or conditioned. Customer must pay costs and expenses due under this Section as Sinch India incurs them. 

A2.5. Disclaimer. Customer agrees that, with respect to its supply of the Service, neither Sinch India nor any Sinch India supplier shall be liable whether in contract, tort, or strict liability to Customer or to any its customers or end user for (i) any emails deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, email processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service. 

Sinch India makes no commitment to provide any services other than the Services stated in the Order Form. Sinch India or its Service Provider is not responsible to Customer or any third party for unauthorized access to your Customer Data or for unauthorized use of the Services that is not solely caused by Sinch India or its Representative’s failure to meet its security obligations in Section A2.1 above. Sinch India and its Representatives disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law including implied warranties such as merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Sinch India and its Representatives expressly reserves the right, at any time during the term of the Agreement, to adapt, arrange and/or modify any of the components granting access and use rights to the Service and the associated documentation, provided that the maintenance and support commitments are complied with for these operations. Similarly, Sinch India may, at any time, discontinue providing a platform deemed undesirable and/or obsolete and migrate services to a new infrastructure; in which case, Sinch India will endeavor to inform Customer as early as possible. 

Part B – Business Terms 

B1. Customer Responsibilities 

B1.1. Access and Connectivity 

1. Acceptable Use Policy. Customer agrees that its use of the Services, including any Customer Configuration provided by Sinch India, will comply with the Acceptable Use Policy (the “AUP”). 
2. Documentation. Customer agrees to comply with the Sinch India Group documentation found on the respective website and agree that Sinch India may establish new procedures for Customer’s use of the Services as it deems necessary for the optimal performance of the Services. 

B1.2. Customer Control. Customer will have control over the following aspects of the generated PDF and/or Flipbook –

1. layout and formatting of PDF and/or Flipbook;
2. inclusion or exclusion of the following elements of the PDF and/or Flipbook –
   1. header,
   2. footer,
   3. video,
   4. audio, and
   5.  images,
3. password protection and encryption of PDF and/or Flipbook provided that the Customer procures the Pro version of the Service; and
4. PDF and/or Flipbook’s metadata i.e., title, author and subject.

B2. Commercial Terms 

B2.1. Price Changes. Sinch India may revise the pricing terms that apply to Customer’s use of the Services at any time by providing Customer with notice pursuant to the GTC. With respect to Customers that are party to a then-effective Order Form (i.e. custom contract Customers), Sinch India reserves the right to increase rates or charges for the Services, provided, however, that any such revised rates or charges assessed to Customer for Services under such Order Form will not become effective until the commencement of the next renewal term of such Order Form (and the Order Form will be deemed amended to reflect such increased rates or charges). If at any time a third-party license or service provider directly or indirectly increases the fee they charge Sinch India for Customer’s use of Third-Party Software or services, Sinch India may increase Customer’s fees by the same percentage amount on sixty (60) days’ advance written notice (for either self-service or custom contract Customers). 

It is clarified that the cost of PDF generation does not include cost of sending the attachment. The channel cost would be charged separately. 

B2.2. Delivery & Filtering. Sinch India will use commercially reasonable efforts to generate Customer’s PDF and/or Flipbook but cannot guarantee assurance of generation. Customer acknowledges that Sinch India does not control the transfer of Data via the internet and cannot be held responsible for delays or delivery problems arising from internet or other outside connection issues while generating and/or transferring of the PDF and/or Flipbook. 

Glossary 

1.1 “Docxcomm™” means Docxcomm™ Services which is a PDF and/or a Flipbook generation service. 

1.2 “Customer Configuration” means any Customer configuration or information technology system needed to enable the Services or to which the Services relate. 

1.3 “Customer Service” means a marketing, advertising, promotional or informational program or initiative, or other project, conducted by Customer utilizing the Service. 

1.4 “Deliverables” means the tangible or intangible materials which are prepared for Customer’s use in the course of performing the Services and that are specifically identified in a Order Form as Deliverables and described therein. 

1.5 “Intellectual Property” means patents, copyrights, trademarks, trade secrets, software and source code, specifications and ancillary documentation and any other proprietary intellectual property rights. 

1.6 “Representatives” means a party’s respective service providers, officers, directors, employees, contractors, Affiliates, suppliers, agents. 

1.7 “Service Provider” means any entity, including, but not limited to, mobile network operators, email providers and mobile messaging aggregators, that is used in relation to the supply of the Service and as identified in the applicable Order Form. 

1.8 “Service Provider Conditions” means the rates, terms and conditions and “codes of conduct” or email content, PDF content, rule and restrictions imposed by the applicable Service Providers on the provision of the Service and conduct of Customer Services as a condition of permitting Sinch India to provide the Service and Customer to conduct Customer Services, including, without limitation, the conditions set forth in Section 1.1 hereof, whether such Service Provider Conditions are incorporated in the terms of this Supplement, the Agreement or provided by Sinch India to Customer in writing or by email from time to time. 

1.9 “Third party Software” means any third-party software for Customer’s use as part of the Service or to assist Sinch India in our delivery of the Service.

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Sinch India shall maintain and implement the following technical and organizational measures in relation to the security of any Customer Configuration. 

1. Administrative Controls 

1.1 Screening - Sinch India will perform pre-employment background screening of its employees who have access to customers’ accounts, and is committed to employee supervision, training, and management. 

1.2 Sinch India Access - Sinch India will restrict the use of administrative access codes for customer accounts to its employees and other agents who need the access codes for the purpose of providing the Services. Sinch India personnel who use access codes shall be required to log on using an assigned username and password. 

1.3 Customer Access - As the primary application administrator, you are responsible for the management of your accounts, including creation, change management, and termination. 

2. Reports of and Response to Security Breach 

Sinch India will report to you as soon as reasonably practicable in writing and in accordance with applicable law and/or implemented security standard, of a material breach of the security of your Customer Configuration which results in unauthorized access to your Customer Data resulting in the destruction, loss, unauthorized disclosure or alteration of your data of which we become aware. Upon request, we will promptly provide to you all relevant information and documentation that we have available to us regarding your Customer Configuration in connection with any such event. 

3. Customer Data Return 

The Services enable you to retrieve, correct, or delete Customer Data. Depending on your Services, you may not have access to your Customer Configuration or Customer Data during a suspension of Services or following the termination of the Agreement. You are responsible for retrieving a copy of your Customer Data prior to the termination of the Agreement. 

4. Privacy and Personal Data Processing 

4.1 Roles - In respect to “Personal Data” processed under the Services, you may act as “controller” or “processor” and Sinch India may act as “processor” or “sub processor”. 

4.2 Instructions for Data Processing - Sinch India will process Personal Data only to the extent and in such a manner as is necessary to provide the Services under the Agreement or as otherwise instructed by Customer from time to time. 

4.3 Notifications - Sinch India shall notify you as soon as reasonably practicable in writing: (a) of any communication received from an individual relating to (i) an individual’s rights to access, modify, correct, delete or block his or her Personal Data and (ii) any complaint about your Processing of Personal Data; and (b) to the extent not prohibited by law, of any complaint, notice or other communication that relates to Customer’s compliance with data protection and privacy law and the processing of Personal Data. 

You agree to make any required notifications to and obtain required consents and rights from, individuals in relation to Sinch India’s provision of any work or Services to you. Where Sinch India receives the communication described in this section and notifies you of such communication, it is your responsibility to respond to and take all other appropriate action with regard to the communication required under the applicable law. 

5. Additional Security Parameters 

• In this Service, we offer AES-256-GCM encryption for storing and transporting the Customer Data, unless a different mechanism is specified by the Customer. 
• Files are transferred to the Service using the secured FTP (SFTP) access from the Customer on TLS 1.2 unless a different mechanism is specified by a Customer. 
• Sinch India team members working on Docxcomm^™ Service are given system access with logging. 
• To secure the generated PDF and/or Flipbook, we offer password protection and OTP validation, but this is subject to initial agreement of requirement, if required by the Customer. 
• Generated PDFs can have digital signature that are cryptographically bound and secured with a tamper-evident seal, but this is subject to initial agreement of requirement, if required by the Customer. 
• Restricted and Role based access: The Sinch India team member working in the whole process of generation cannot view any file, only instructions can be executed to execute the campaign. 
• Sinch India follows exceptional approval process for troubleshooting file or related issues. 

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