Terms and conditions

WhatsAshop (« WhatsAshop », « we », « us » or « our ») provides a solution that allows our customers to store, manipulate, analyze and transfer messages between their online store and their customers. A « customer » is an entity with which WhatsAshop has an agreement to provide the service.

These WhatsAshop Terms of Use (the “Contract”) are an agreement between the Client and Paam Design for the Israeli market and Guesmark for the French market, as well as the “Parties” and each, a “Party”, and are entries the date on which the Customer opens an account via the WhatsAshop site.

If you sign up for a WhatsAshop, you acknowledge that you understand these conditions and conclude the agreement on behalf of the customer. Please ensure that you have the necessary authority to enter into the agreement on behalf of the client before proceeding.

BY USING ANY ITEM OF WHATSASHOP (INCLUDING THE WEBSITE), THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ, AGREES AND AGREES TO BE BOUND AND CONFORM TO THE TERMS AND CONDITIONS DEFINED IN THIS AGREEMENT, AS MODIFIED FROM TIME TO TIME PURSUANT TO SECTION 16 J). IF THE CUSTOMER DOES NOT AGREE AND AGREE TO BE BOUND BY THIS AGREEMENT, THE CUSTOMER SHALL IMMEDIATELY END ANY FURTHER USE OF THE WHATSASHOP SOLUTION, INCLUDING THE USE OF ANY PORTION OF IT. IF THE CUSTOMER USES THE WHATSASHOP SOLUTION ON BEHALF OF ANOTHER PERSON, THE CUSTOMER REPRESENTS AND GUARANTEES THAT THIS CUSTOMER HAS THE POWER TO BIND THIS PERSON TO THIS AGREEMENT.

1. Definitions

«Administrator accounts» as defined in section 9.

«Administrative User» means a person who is an employee or subcontractor of the Customer and whom the latter wishes to have access to and use the WhatsAshop Platform.

«Company» means the Client or the Client of the Client, as the case may be.

«Integrated product» means one of the following: (i) Customer application, (ii) Custom integrated commercial applications and (iii) Pre-integrated third-party commercial applications.

«Chat participant» means a person who communicates with a company (a « user ») or on behalf of a company (an « agent ») via the WhatsAshop platform.

«Conversation» means an exchange of an unlimited number of WhatsAshop messages sent or received between an individual integrated product and a chat participant in one month.

«Customer account» as defined in section 9.

«Client of the Client» means any client of the Client.

«Customer data» means all data, information, content, records and files that the customer (or one of its administrative users, customers of the customer or chat participants) uploads, receives via, transmits or enters the WhatsAshop platform, and all data, information, content, records and files that the WhatsAshop platform obtains from servers or systems of the customer or third parties on behalf of the customer, including all intellectual property rights in all who is before.

«Modifications» means modifications, improvements, customizations, updates, improvements, aggregations, compilations, derivative works, translations, adaptations and results of the treatment (including analyzes, reports, databases, data sets, recommendations and visual representations ) in any form or medium and « Edit » has a corresponding meaning.

«Personal data» means any information relating to an identified or identifiable natural person any information relating to an identified or identifiable natural person (« Person concerned »).

«Message» means any communication sent or received between a Chat Participant and an Integrated Product using any component of the WhatsAshop Solution.

«WhatsAshop Website» means any website used by WhatsAshop to provide WhatsAshop services, including the website located at www.WhatsAshop.biz.

2. WhatsAshop platform

Provisioning of the WhatsAshop platform. Subject to compliance by the Client with the terms and conditions of this Agreement, WhatsAshop will make the WhatsAshop Platform available to the Client under the terms and conditions set out in this Agreement, provided that:

(i) The customer has read and accepted and complies with their obligations under the terms of use applicable to all applicable third-party messaging platforms, pre-integrated third-party business applications and custom integrated business applications.

(ii) Has taken all necessary measures to allow interoperability between the WhatsAshop platform and all applicable third-party messaging platforms, pre-integrated third-party business applications and custom integrated business applications, including acquisition necessary approvals and API keys, either directly or through the Client’s Clients, to access these messaging channels as a business.

3. Requirements for the client application

End user license agreement for client applications. The client can authorize chat participants to use client applications to communicate with the client via the WhatsAshop platform. The customer will enter into an end user license agreement with these chat participants as a condition of this chat participant’s use of any client application.

Data retention. WhatsAshop will keep the history of each accessible conversation for recovery by the customer for a minimum of thirty (30) days.

4. Reservation of rights

WhatsAshop expressly reserves all rights, titles and interests, and the customer will not acquire any rights, titles or interests in: (i) the WhatsAshop solution (or part of it) and any other material or content provided by WhatsAshop under this Agreement, including all and all changes to all of the above; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collective, “WhatsAshop property”), in each case, subject to express license rights granted under section 2, 3, 4 (one). All rights, titles and interest in the WhatsAshop property will remain with WhatsAshop. For greater certainty, the WhatsAshop property is authorized and not « sold » to the customer.

5. Right of WhatsAshop to use customer data

The customer recognizes and accepts that WhatsAshop may store, use, reproduce, modify and transfer to its subcontractors customer data, including personal data, only in the context of the provision of services under this agreement. The customer further acknowledges and accepts that WhatsAshop may store, use, reproduce, modify and transfer data which is not linked to an identified or identifiable natural person, including aggregated or depersonalized data, without limitation, for its internal commercial purposes , including but not limited to purposes such as analysis, quality assurance, improvement of products and services and development of new products and services. The Client agrees to ensure that any Administrative User, Client of the Client and Chat Participant accepts the same terms as this Section 5.

6. Confidentiality

The customer understands that personal data, including administrative users, the customer of the customer and participants in the chat, will be treated in accordance with the privacy policy of WhatsAshop which including the privacy statement of service data, is incorporated by reference and is part of this agreement.

7. Customer accounts; Restrictions on use

Customer account. At the request of the customer, WhatsAshop will issue one or more administrator accounts (the « administrator accounts ») to the customer which allow the customer to create accounts for the use of persons who are employees or subcontractors of the customer and that the customer wishes to have access to and use of the WhatsAshop platform (each, an « administrative user »). The customer will ensure that administrative users only use the WhatsAshop platform through their customer account. The customer will not share administrator accounts with another person and will not allow administrative users to share their customer account with another person. The Customer will promptly inform WhatsAshop of any actual or suspected unauthorized use of the WhatsAshop Platform. WhatsAshop reserves the right to suspend, deactivate or replace any customer account or administrator account if it determines that the customer account or the administrator account, as the case may be, may have been used for unauthorized purposes.

The client acknowledges and accepts that he is responsible for the activities and communications of all administrative users and chat participants on the WhatsAshop platform, as well as for the compliance of all administrative users, client clients and participants chat to this Agreement, as well as to the guidelines and policies published by WhatsAshop. sometimes. Without limiting the generality of the foregoing, the Customer will not and will not allow any other person (including Administrative Users, Customers of the Customer or Chat Participants) to:

use the WhatsAshop platform to send, download, collect, transmit, store, use, disclose or process, or ask WhatsAshop to obtain from third parties or to carry out any of the above operations with regard to data client: which contains computer viruses, bugs, malicious code or any software intended to damage or alter a computer system or data; that the client or the administrative user concerned, the client of the client or the chat participant does not have the legal right to send, download, collect, transmit, store, use, disclose, process, copy, transmit, distribute and pin up;
which is false, intentionally misleading or usurps the identity of another person; that is bullying, harassing, abusive, threatening, vulgar, obscene or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, intolerance , hatred or physical damage of any kind against any group or individual; that is harmful to minors in any way or targets people under the age of 16; who violates all applicable laws, or otherwise violates, violates or misappropriates the intellectual property or other rights of a third party (including any moral rights, privacy rights, or publicity rights); or that encourages any conduct that could violate any applicable law or result in civil or criminal liability, disable, overload, alter or otherwise interfere with the servers or networks connected to WhatsAshop.

8. Email and web support

The customer will generally have access to WhatsAshop technical support from 10 a.m. to 5 p.m. from Sunday to Friday (except on holidays observed by WhatsAshop) via e-mail assistance or via the website.

9. Fees and payment

Fees

The customer will pay to the owner of WhatsAshop: PAAM DESIGN ltd for Israeli customers and GUESHMARK for French customers the applicable fees described on the WhatsAshop website (the “fees”) for the duration in accordance with the terms of payment set out herein. . Payment will be made online via the website www.whatsashop.biz, or by transfer, check or cash by call for invoice. The prices mentioned on the offer are exclusive of tax.

Payment terms

All fees must be in euros or converted to Israeli shekel for the Israeli market;

WhatsAshop facturera et facturera au Client les Frais applicables, à l’avance, par carte de crédit, à la Date d’entrée en vigueur et à chaque anniversaire mensuel par la suite;

WhatsAshop will invoice and invoice the Customer for the applicable Fees, in advance, by credit card, on the Effective Date and on each monthly anniversary thereafter;
Invoices or disputed costs. If the customer disputes in good faith part of a WhatsAshop invoice or charge, the customer may provide a notice of dispute to WhatsAshop with written documents identifying and justifying the disputed amount within fifteen (15) days of receipt. of the invoice or applicable fees, and if applicable, at the time when it pays the uncontested part of this invoice, withhold payment from this disputed part. If the client does not report or provide such supporting documents within this period, the client will be deemed to have waived its right to dispute all parts of this invoice. It is understood that the Customer will pay all the uncontested amounts of this invoice.

WhatsAshop reserves the right to modify its prices if it has to notify its customers, in the event of a possible increase, the amount will be automatically increased and taken from the customer at the time of its next payment. No complaint will be accepted following this case.

Late payment

With the exception of amounts disputed in good faith, any failure to pay fees or taxes in strict accordance with the requirements of this section 10 authorizes WhatsAshop to suspend, in whole or in part, access to services, until that this payment is received. In addition, WhatsAshop must evaluate and the customer must pay costs, composed monthly, of the lesser of (a) 1.5% per month (22% per year) or (b) the highest amount authorized by law on all overdue amounts (with the exception of amounts disputed under section (c) above). In addition, in the event of default, all amounts due will become due and payable without further delay.

10. Confidential information

Definitions

For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the "Recipient" and the Party disclosing such information will be the "Discloser" and "Confidential Information" means all information of the Discloser disclosed by the Discloser to Recipient or otherwise entered into possession of the Recipient during the Term which is marked as "confidential" or which a reasonable person would understand as confidential; provided that the confidential information of the whistleblower does not include, except with regard to personal information: (i) information already known or developed independently by the recipient outside the scope of this relationship by personnel who have not no access to confidential information of the discloser; (ii) information accessible to the public without wrongdoing by the recipient; or (iii) information received by the recipient of a third party who was free to disclose it without obligation of confidentiality. Notwithstanding the foregoing, the terms and conditions of this Agreement and of all WhatsAshop goods (including any part thereof), whether marked as "confidential" or not, will be confidential information of WhatsAshop will not be confidential customer information.

Confidentiality agreement

The recipient hereby accepts that during the term and at any time thereafter, they will not: (i) disclose this confidential information of the discloser to anyone except their own staff or affiliates with a « need to know » And who have entered into agreements that protect this confidential information no less than this Agreement and the other recipients the discloser can approve in writing; (ii) use the confidential information of the whistleblower, except to exercise its license rights or fulfill its obligations under this Agreement;
Or (iii) modify or delete any proprietary legend from any confidential information of the discloser. The recipient will be deemed to have fulfilled their confidentiality obligations under this section 9 (Confidential information) if the recipient uses the same degree of care to protect the confidential information of the discloser that he uses to protect his own confidential information of a similar nature against any unauthorized disclosure.

11. Guarantee; Warning; Indemnity

Garantie client

Customer warranty. The customer declares and guarantees and undertakes with WhatsAshop that (1) the customer data will only contain personal data for which the customer has provided his agreement and all notifications and disclosures (including to each person concerned), obtained every applicable third party consents and authorizations and also has all authority, in each case required by applicable laws, to allow WhatsAshop to provide the Services, including with regard to collection, storage, access, use , disclosure and transmission of Personal Data, including through or to WhatsAshop and to or from any applicable third party (including third party providers of any third party messaging platform); and (2) by connecting the WhatsApp Business solution via the WhatsAshop platform, the customer will at all times comply with the conditions of the WhatsApp Business solution (https://www.whatsapp.com/legal/business-solution-terms/) when accessing and using the WhatsApp enterprise solution via the WhatsAshop platform.

GENERAL WARNING

EXCEPT SPECIFIC PROVISIONS OF THIS AGREEMENT, WHATSASHOP SOLUTION (OR ANY PART OF IT), AND ALL OTHER PRODUCTS AND SERVICES PROVIDED BY WHATSASHOP TO CUSTOMER ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. FURTHER, ALL PARTS OF THE WHATSASHOP SOLUTION DELIVERED BY THE EARLY ACCESS PROGRAM OR WITH A SUBSCRIPTION OF FREE LABORATORIES ARE EXCLUDED FROM ANY WARRANTY PROVIDED IN THIS AGREEMENT.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATSASHOP HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTY, OF SALE QUALITY, OF MERCHANTABILITY, MERCHANTABILITY, MERCHANTABILITY RELIABILITY, COMPLETENESS, CALM APPRECIATION, ACCURACY, QUALITY, INTEGRATION OR SUITABILITY FOR A PARTICULAR PURPOSE, OR ANY GUARANTEE OR CONDITIONS ARISING OUT OF THE CONDUCT OR USE OF THE BUSINESS. WHATSASHOP DOES NOT WARRANT THAT THE WHATSASHOP SOLUTION (OR ANY PART OF IT) WILL WORK UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ALL THE FOREGOING, WHATSASHOP EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO THE CUSTOMER IN THE CONTEXT OF THE CUSTOMER'S USE OF THE WHATSASHOP SOLUTION (OR ANY PART OF IT) IS ACCURATE, OR MAY BE ACCURATE, OR MAY BE ACCURATE, OR BASED ON THE CLIENT FOR ANY USE.

Indemnity

The customer will defend, compensate and release WhatsAshop, its employees, directors, administrators, affiliates, agents, subcontractors, successors and assigns against any responsibility of third parties (including administrative users, the customer of the customer and participants in exchanges) ) (including reasonable damages, recoveries, shortfalls, interest, penalties and legal fees), arising directly or indirectly from or in connection with, or related to: (i) customer data; (ii) breach by the Customer of one of its obligations, representations or guarantees under this Contract; (iii) the use of the WhatsAshop solution (or any part thereof) by the client, any administrative user, any client of the client or any participant in the chat in combination with any client application or any software, application or service third; (iv) false declaration, criminal behavior or gross negligence on the part of the client, any administrative user, any client of the client or any participant in the chat; or (v) any actual or alleged violation, violation or misappropriation of the rights of any person (including intellectual property or rights to privacy) resulting from the use by the customer, any administrative user, any customer of the customer or any participant in the chat of the WhatsAshop solution (or any part of it) contrary to the terms of this Agreement. The customer will fully cooperate with WhatsAshop in the defense of any claim defended by the customer in accordance with its indemnification obligations under this agreement and will not settle such a claim without the prior written consent of WhatsAshop.

We do not control, endorse or assume any responsibility for any User Content or third-party content available on or related to our Services.

Your use of our services is at your own risk. Our Services are provided « as is » and « as available » without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, of title and non-infringement. In addition, WhatsAshop does not represent or warrant that our services are accurate, complete, reliable, up to date or error free. Although applications such as FaceApp or others attempt to secure your access and use of our Services, we cannot and do not guarantee that our Services or servers are free from viruses or other harmful components. You assume full responsibility for the quality and performance of the Services.

12. Duration and termination

Term

This Agreement will begin on the Effective Date and will remain in effect until your subscription is terminated in accordance with the terms agreed by the customer on the WhatsAshop website at the time of registration (the « Term »). For greater certainty, if the Customer has subscribed to a current subscription, this subscription will be automatically renewed when it expires for the same period, at the then applicable subscription rate described on the WhatsAshop website.

Termination for convenience

Either Party may choose to terminate this Agreement and your subscription to WhatsAshop services at the end of your term then in effect by providing notice, no later than thirty (30) days before the end of that term. For clarity, in accordance with article 15 (a), unless this Agreement and your subscription are so terminated, your subscription will be renewed for a period equivalent to the term then expiring.

Remboursements et frais de résiliation

No reimbursement or credit of costs will be granted if you choose to terminate this agreement before the end of your period. If you terminate this Agreement before the end of your term, or WhatsAshop makes such termination in accordance with Section 12 (d), in addition to any other amounts that you may owe to WhatsAshop, you must immediately pay all costs then no paid associated with the rest of your term. This amount will not be payable by you in the event of termination following a substantial breach of this Agreement by WhatsAshop, provided that you notify WhatsAshop in advance and allow WhatsAshop at least thirty (30) days for reasonably remedy such a violation, as provided for in Article 12 (d).

Termination for cause

A party may terminate this agreement for reason (a) upon thirty (30) days written notice to the other party of a material breach if that breach is not remedied after the expiration of this period; or (b) if the other Party is the subject of an application for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by you in accordance with this Section, WhatsAshop will reimburse you, to the extent permitted by applicable law, for any prepaid expenses covering the remainder of the term after the effective date of the termination. If this agreement is terminated by WhatsAshop in accordance with this section, you will pay any unpaid charges covering the remainder of the term. In no event will termination release you from your obligation to pay fees payable to WhatsAshop for the period preceding the effective date of termination.

Survival

The following sections, as well as any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates execution or compliance after the termination or expiration of this Agreement, will survive the expiration or termination of this Agreement for any reason.

13. General provisions

Notice

Notices sent to either party will take effect when delivered in person or by email, one day after being sent by express mail, or two days after being sent by first class postage prepaid mail. official contact designated by the parties and immediately after receipt. by the other party’s server. Notices must be written and sent: (i) if to WhatsAshop, to the address indicated in the introductory paragraph to this Agreement; and (ii) if to the Customer, to the current postal or e-mail address that WhatsAshop has in the file concerning the Customer. WhatsAshop may modify its contact information by posting the new contact information on the WhatsAshop website or by notifying the customer. The Customer is solely responsible for the conservation of his contact details in WhatsAshop via the WhatsAshop Platform at any time during the period.

Assignment

The Customer will not assign this Agreement to a third party without the prior written consent of WhatsAshop, which consent will not be refused without reasonable reason. WhatsAshop may assign this agreement or any right under this agreement to a third party without the customer's consent in the context of a merger or a change of control of WhatsAshop or the sale of all or substantially all all of the assets of WhatsAshop provided that this successor agrees to fulfill its obligations. in accordance with this agreement. Any assignment in violation of this section will be void. The terms of this agreement will bind the authorized assignees. This Agreement will apply for the benefit of the parties and will bind the parties, their authorized successors and assignees.

Choice of law

This Agreement and any action relating thereto shall be governed by and construed in accordance with the substantive laws of the State of Israel and France applicable therein, without regard to conflicts of legal principles. The Parties will initiate any prosecution in relation to this Agreement will irrevocably comply with exclusive personal jurisdiction and instead of the courts which sit on it. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Construction

Unless otherwise provided in this Agreement, the rights and remedies of the parties under this Agreement are cumulative. The terms “include” and “including” mean “include without limitation” and “including without limitation” respectively. The section headings in this agreement are provided for reference only and have no substantive effect. The terms “consent” or “discretion”, when used with regard to WhatsAshop in this Agreement, mean the right of WhatsAshop to refuse this consent or to exercise this discretion, as the case may be, arbitrarily and without obligation implied to act reasonably or to explain his decision of Client.

Force majeure

None of the Parties will be responsible for delays caused by an event or circumstances beyond the reasonable control of WhatsAshop, including force majeure, acts of government, floods, fires, earthquakes, epidemics, pandemics, civil unrest, acts of terror, strikes or other work problems (other than those involving WhatsAshop employees), failures or delays of the Internet service provider, or the unavailability or modification by third parties of third party websites.

Separable

Any provision of this Agreement deemed illegal or unenforceable by a court or tribunal having jurisdiction shall be severed from this Agreement and all other provisions of this Agreement shall remain in full force.

Waiver

A waiver of any provision of this Agreement must be made in writing and a waiver in one case will not prevent the application of this provision on other occasions.

Independent contractors

The client's relationship with WhatsAshop is that of an independent entrepreneur, and neither party is an agent or partner of the other. The Customer will not have, and will not represent to a third party at its disposal, the power to act on behalf of WhatsAshop.

Complete agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all other communications, whether written or oral.

Amendments

Subject to the following sentence, no amendment, supplement, modification, waiver or termination of this Agreement and, unless expressly stated otherwise in this Agreement, any consent or approval by any party, shall be binding, unless executed by written by the party or parties be bound by this.

NOT WITHSTANDING THE PRECEDING SANCTION, WHATSASHOP MAY UNILATALLY MODIFY THIS AGREEMENT, IN FULL OR IN PART (EACH, AN "AMENDMENT"), BY: (I) GIVING THE CLIENT PRIOR NOTICE OF SUCH AMENDMENT; OR (II) PUBLICATION OF AN AMENDMENT NOTICE ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY WHATSASHOP, ANY AMENDMENT SHALL ENTER INTO FORCE FROM THE DATE THAT NOTICE OF SUCH AN AMENDMENT IS PROVIDED TO THE CLIENT OR IS PUBLISHED ON THE WEBSITE (EARLY). IF THE CUSTOMER PREPAYS FEES FOR WHATSASHOP AND PROVIDES NOTICE TO WHATSASHOP WITHIN 30 DAYS OF THE DATE OF THE COMING INTO FORCE OF A CHANGE THAT THE CUSTOMER WANTS TO EXERCISE FOR RIGHT REASONS, THEN WHATSASHOP WILL REFUND THE CUSTOMER ON THE BASIS OF A CALCULATION THE DATE OF ENTRY INTO FORCE OF TERMINATION UNTIL THE END OF THE PREPAID SUBSCRIPTION PERIOD.

French language

The parties expressly wish that this agreement and all related documents be drawn up in French.