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This Khoros Addendum (“Addendum”) is between Khoros, LLC (“Khoros”) and you (on behalf of you or your organization, as applicable) (“Customer”) (each individually referred to herein as a “Party” and collectively as the “Parties”). This Addendum is issued with reference to and is made part of the Master Services Agreement executed between the Parties (“MSA”), and sets forth the general terms and conditions, including payment terms, under which Khoros will provide to Customer the Khoros integration with the WhatsApp service identified in the attached Exhibit A (“WhatsApp Integration”). Except as stated expressly in this Addendum, the terms of the MSA remain unchanged and in full force and effect. In the event of any conflict or inconsistency between this Addendum and the MSA solely in regard to the WhatsApp Integration, this Addendum will govern to the extent of the conflict. Any capitalized terms used herein but not defined herein shall be given the meaning assigned to them in the MSA. You may not accept this Addendum and you may not use the WhatsApp Integration if (i) you are not of legal age to form a binding contract with Khoros, and/or (ii) you are an individual barred from accessing or using the WhatsApp Integration under the applicable laws of the United States of America or the applicable laws of any other country, including the country in which you claim residence and/or from which you access the WhatsApp Integration. You represent and warrant to Khoros that you have the authority to accept the Addendum on behalf of yourself, a company, and/or any other entity, as applicable. Your use of or access to the WhatsApp Integration shall constitute your acceptance of the terms of this Addendum.
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:
Customer hereby agrees to be bound by the WhatsApp Business Solution Terms located at https://www.whatsapp.com/legal/business-solution-terms in regards to its use of the WhatsApp portion of the WhatsApp Integration. Khoros may cease providing the WhatsApp Integration for any reason, including with respect to a violation of the WhatsApp Business Solution Terms.
https://www.whatsapp.com/legal/#privacy-policy and this Addendum, including the transfer and processing of the information of Customer and its users to the United States and other countries globally where Khoros or WhatsApp has or uses facilities, service providers, or partners, regardless of where Customer uses the WhatsApp Integration. Customer acknowledges that the laws, regulations, and standards of the country in which this information is stored or processed may be different from those enforced by the country where Customer or any of its users, as applicable, are located.
Khoros may manage and/or access Customer’s WhatsApp Business Account (“Customer WABA”) on behalf of Customer, which may include but is not limited to: (i) creation of the Customer WABA within Khoros’ Facebook Business Manager; (ii) entering into the Customer WABA Customer’s WhatsApp account phone numbers provided by Customer; and, (iii) creating and obtaining WhatsApp approval of WhatsApp message templates. For clarity, Customer is responsible for obtaining WhatsApp account phone numbers and providing those to Khoros for entering into the Customer WABA. Khoros does not obtain any ownership interest in, or responsibility for, Customer’s WhatsApp account phone numbers, other than listing them in the Customer WABA at Customer’s direction on Customer’s behalf, as described above.
9. DISCLAIMER OF WARRANTY. KHOROS MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
WHATSAPP INTEGRATION SPECIFICATIONS
WhatsApp Integration Description:
Allows customers to engage with End Users on WhatsApp via certain Subscription Services for the purpose of providing customer service as well as other notifications and messaging.
WhatsApp Messages and Applicable Fees:
WhatsApp will bill Khoros directly for Customer’s usage of WhatsApp messages according to WhatsApp’s then current published pricing and fees and rules. Khoros will assess these fees monthly and will pass them through by invoicing Customer according to the following table
Customer’s WhatsApp Usage per annual contract term with Khoros
$0 - $1,000 USD in WhatsApp Fees
No Fee billed by Khoros
WhatsApp Fees in excess of $1,000 USD
Khoros will bill Customer monthly for all WhatsApp Fees accrued on behalf of Customer in arrears
Customer will pay to Khoros all fees due in accordance with Service Order payment terms. Khoros will have the unfettered right to suspend or cancel all services provided under this Addendum until all late fees have been paid in full.