Khoros WhatsApp Addendum


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:

  1. SUBSCRIPTION.  Contingent upon Customer being approved by WhatsApp, Khoros hereby grants to Customer a nonexclusive, nontransferable right to access and use the WhatsApp Integration integrated through Khoros’ platform in accordance with the terms and conditions of the MSA and this Addendum.  The WhatsApp Integration shall be deemed included in the definition of “Application” as used in the MSA, and all terms contained in the MSA that are applicable to Applications also apply to the WhatsApp Integration except to the extent expressly modified in this Addendum.  
  2. DEPLOYMENT AND EVALUATION.  Customer agrees to cooperate and participate in the deployment of the WhatsApp Integration with Khoros.  In addition, Customer will promptly report to Khoros any problems or defects encountered in the WhatsApp Integration and Khoros will take appropriate action to address these issues.  
  3. TERM AND TERMINATION.  Customer has the right to use the WhatsApp Integration as described in  Exhibit A,  notwithstanding any automatic renewal provision in the MSA, and unless terminated earlier at any time upon written notice by Customer or Khoros for any reason.  Upon termination of this Addendum: (a) the MSA will remain in full force and effort in accordance with its terms, and (b) Customer will immediately cease use of and access to the WhatsApp Integration.
  4. DATA RIGHTS AND RESTRICTIONS.  In addition to all rights granted to Khoros in the MSA and notwithstanding anything to the contrary in the MSA, Khoros shall have the right to collect and use all Content processed or stored by the Khoros platform for providing, developing, supporting, and improving the WhatsApp Integration and other Khoros Applications and Services.
  5. FEEDBACK.  Customer is not required to provide any suggestions, ideas, enhancement requests, recommendations or other feedback (“Feedback”) related to the WhatsApp Integration, Khoros Applications and Services, or any test features, services, or products to which Customer is given access hereunder. However, if Customer does so, Customer hereby relinquishes and disclaims any and all rights, interest, and title in and to any such Feedback, and understands and agrees that Khoros may use and/or incorporate into its Services any such Feedback free of any obligations to Customer.  
  6. CONFIDENTIAL INFORMATION.  The WhatsApp Integration, any non-public materials or information disclosed by Khoros to Customer or obtained through Customer’s use of the WhatsApp Integration, including, but not limited to, the Feedback, technical data, research, product-related information and any other proprietary technology or know-how provided to Customer by Khoros, directly or indirectly, in writing, orally, or by inspection of tangible objects, in connection with the WhatsApp Integration and/or this Addendum is the Confidential Information of Khoros and shall be treated as such in accordance with the terms of the MSA. 
  7. NO OBLIGATION. Khoros is under no obligation to develop, maintain, or market the WhatsApp Integration.  Due to the changing nature of social network APIs, future versions of the WhatsApp Integration, if any, may not be compatible with the current version of the WhatsApp Integration. Khoros reserves the right to modify the WhatsApp Integration (including, without limitation, by removing or deprecating features and functionality). Additionally, Khoros may cease offering the WhatsApp Integration, in whole or in part, at any time without notice to Customer.
  8. SPECIAL PROVISIONS.

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.

By using or accessing the WhatsApp Integration, Customer agrees that Khoros may collect and use, and transfer to WhatsApp for its collection and use, information that Customer and Customer’s users provide through the use or access  the WhatsApp Integration in accordance with the WhatsApp’s Privacy Policy located at: 

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 will manage Customer’s WhatsApp Business Account (“Customer WABA”) on behalf of Customer, which will include but not be 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.  CUSTOMER ACKNOWLEDGES THAT THE WHATSAPP INTEGRATION IS EXPERIMENTAL IN NATURE, KHOROS HAS NOT COMMERCIALLY RELEASED THE APPLICATION TO BE “COMMERCIAL QUALITY,” THE APPLICATION HAS NOT YET BEEN TESTED LIKE OTHER COMMERCIALLY RELEASED SERVICES OR SOFTWARE, AND THE APPLICATION IS PROVIDED “AS IS."  KHOROS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES, INCLUDING BUT NOT TO LIMITED WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.


EXHIBIT A

WHATSAPP INTEGRATION SPECIFICATIONS

WhatsApp Integration Description:

Allows customers to engage with Eend Uusers on WhatsApp via certain Subscription Services the Khoros platform for the purpose of providing customer service as well as other notifications and messaging. 

Usage of WhatsApp Message Templates and Applicable Fees: 

“MTM” means a message sent using the Message Templates feature of the WhatsApp service (See https://developers.facebook.com/docs/whatsapp/message-templates).  The Message Templates feature allows companies with a business profile on WhatsApp to create message formats that are needed for sending notifications to users. Message Templates are used in the Khoros platform only when sending a message outside of WhatsApp’s predefined Customer Service Window (24 hours, or the then current policy as stated by WhatsApp).  For example, when a user initiates a chat, Customer may continue that conversation via WhatsApp for up to 24 hours after the last message sent to Customer by that user (the “Customer Service Window”). If Customer wants to respond to the user after the Customer Service Window hours, an MTM must be used.  Message text for MTMs must be approved in advance by WhatsApp (process handled by Khoros on behalf of Customer).

Khoros will assess MTM usage monthly and invoice Customer according to the following, if and when Customer reaches a new tier. 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.

Up to 10,000 MTMs per year

no fee

10,001 to 150,000 MTMs per year

$10,000

150,001 to 450,000 MTMs per year

$25,000

450,001 to 900,000 MTMs per year

$50,000