Meta Terms for WhatsApp Marketing Messages Features

WhatsApp develops and operates a variety of Business Services (as defined in the WhatsApp Business Terms of Service), including WhatsApp’s mobile application designed for businesses (the “WhatsApp Business App”), that allow businesses to communicate with WhatsApp consumer users. Meta has developed and offers features within the WhatsApp Business App that allow businesses to send paid marketing messages to their customers (the “Marketing Messages Features”). These Meta Terms for WhatsApp Marketing Messages Features govern your use of the Marketing Messages Features. As the distributor of the Marketing Messages Features, Meta Platforms Ireland Limited is the contracting entity offering you access to the Marketing Messages Features unless you are located in the United States, Canada, or Brazil, in which case Meta Platforms, Inc. is the contracting entity offering you access to the Marketing Messages Features (collectively, “Meta”, “us”, “we”, or “our”).

By accessing the Marketing Messages Features, you and/or the company, including any Affiliates, that you are authorized to represent (“you”, “your”, or “Company”) agree to these Meta Terms for WhatsApp Marketing Messages Features and all other applicable terms and policies that are incorporated by reference as described below (collectively, “Agreement”). If you are entering into this Agreement on behalf of a company or other legal entity (including any Affiliates), you represent and warrant that you have full authority to bind such company or other legal entity (including any Affiliates) to this Agreement. “Affiliate” means any entity which, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with you. “Control” means the power to direct the management of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities or equivalent voting interests of the entity.

Capitalized terms are defined contextually in this Agreement, and otherwise in any additional, applicable terms that are incorporated into this Agreement by reference.

1. Terms of Use
   1. No Personal Use. You represent and warrant that you will use the WhatsApp Business App and the Marketing Messages Features solely for business, commercial, and authorized purposes, and not for personal use.
   2. WhatsApp Business App. WhatsApp provides the WhatsApp Business App to you under additional terms set forth in the WhatsApp Business Terms of Service. When you use the WhatsApp Business App, you agree to these additional terms and they are incorporated into this Agreement by reference.
   3. Community Payment Features. Meta provides certain payment features that allow you to pay for your use of the Marketing Messages Features under additional terms set forth in the Community Payment Terms. When you pay for your use of the Marketing Messages Features, you agree to these additional terms and they are incorporated into this Agreement by reference.
2. Payment Terms
   1. Fees. You agree to pay Meta for your use of the Marketing Messages Features according to the list prices and pricing provisions set forth at faq.whatsapp.com/1022626499062292, including the rate cards referenced therein (the “Pricing Information”). WhatsApp and Meta data will be the sole basis for the amounts we charge you for your use of the Marketing Messages Features. Notwithstanding Section 7.a (Changes), we have the right to update the Pricing Information (including without limitation the rate cards referenced therein) from time-to-time with any changes taking immediate effect.
   2. Taxes. The amounts we charge you may be subject to and include applicable taxes and levies, including withholding taxes. You are responsible for bearing and remitting any taxes that apply to your transactions. You will indemnify and hold us harmless from and against any claim arising out of your failure to do so.
      
   3. Payment Method. You must provide a payment method and confirm that you are permitted to use that payment method. When you conduct a transaction, you authorize us (and our designated payment processor) to charge the full amount to the payment method you designate for the transaction. You also authorize us to collect and store that payment method along with other related transaction information.
   4. Authorization. If you pay by credit or debit card, we may obtain a pre-approval from the issuer of the card for an amount, which may be as high as the full price of your payment. Your card will be charged at the time you initiate a payment or shortly thereafter. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you.
   5. Failed Payments. If you pay by debit card and your load transaction results in an overdraft or other fee from your bank, you alone are responsible for that fee.
3. Message Credits
   1. Message Credits. When you choose to send messages to your customers using the Marketing Messages Features, including if you wish to prepay for messaging services (not available in all jurisdictions), we will immediately charge your payment method for all such messages, and you will be credited for any messages not delivered (“Message Credits”). Message Credits may be used by you solely to send new messages using the Marketing Messages Features. Message Credits are not transferable, not redeemable for any sum of money or monetary value from us, and non-refundable, except in each case where required by law. Meta does not hold funds as a trustee/custodian, is not a bank and does not offer banking services; accordingly, Message Credits do not earn interest, are not deposit or stored value obligations, and are not insured by the Federal Deposit Insurance Corporation, the Financial Services Compensation Scheme, or any other entity or insurance scheme, whether governmental or private.
   2. Expiration of Message Credits. Any Message Credits held by you shall immediately expire and be of no further use if: (i) you leave Message Credits unused and otherwise do not use the Marketing Messages Features for a continuous 6 month period, (ii) you delete the account associated with your use of the WhatsApp Business App, or (iii) this Agreement expires or is terminated. If such expiry of Message Credits is not permitted under applicable law, we may instead process your Message Credits in accordance with our legal obligations, including by submitting funds associated with your Message Credits to the appropriate governing body as required by applicable law.
4. Term & Termination
   1. Term. This Agreement is effective from the date you start using the Marketing Messages Features and will continue until the earlier of the date that: (i) you delete the account associated with your use of the WhatsApp Business App, or (ii) this Agreement is terminated as permitted herein.
   2. Termination for Convenience. You may terminate this Agreement at any time, for any or no reason, upon 30 days’ advance written notice to Meta.
   3. Suspension and Termination. Meta may immediately suspend your access to the Marketing Messages Features or the WhatsApp Business App or terminate this Agreement at any time and for any reason permissible by applicable law, including if we determine, in our sole discretion, that (i) you breach this Agreement, (ii) it is necessary to comply with applicable laws, or (iii) you create harm, risk, or possible legal exposure for Meta, WhatsApp, or any other Meta Company, our users, or others.
   4. Effect of Termination. Upon any termination or expiration of this Agreement, you must immediately cease using the Marketing Messages Features. Except as may be specified in this Agreement, either party’s exercise of any remedy, including termination, is without prejudice to any other remedies it may have under this Agreement, by law or otherwise. The following provisions of these Meta Terms for WhatsApp Marketing Messages Features will survive termination: Section 3.b (Expiration of Message Credits), Section 6 (Liability), and Section 7 (General).
5. Data Terms.
   1. Disclosures to Meta. You understand and agree that to provide you with the Marketing Messages Features, WhatsApp collects, stores, and uses: (i) information from your business account and registration; (ii) usage, log, and functional information generated from your use of WhatsApp’s Business Services; (iii) performance, diagnostics, and analytics information; (iv) information related to your technical or other support requests; and (v) information about you from other sources such as other WhatsApp users, businesses, third-party companies, and the other Meta Companies. Subject to this Agreement and applicable law, we may share this information with the other Meta Companies, and we and the other Meta Companies will use it to develop, operate, provide, improve, understand, customize, support, and market the Marketing Messages Features, WhatsApp’s Business Services, WhatsApp’s other services, and the services and products of the Meta Companies. When you use the Marketing Messages Features, Meta will collect the data necessary to process and manage payments for your use of the Marketing Messages Features.
6. Liability.
   1. Disclaimer. COMPANY USES THE MARKETING MESSAGES FEATURES AT ITS OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. UNLESS PROHIBITED BY APPLICABLE LAW, WE ARE PROVIDING THE MARKETING MESSAGES FEATURES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL; THAT THE MARKETING MESSAGES FEATURES OR ANY OF OUR OTHER SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE; OR THAT THE MARKETING MESSAGES FEATURES OR ANY OF OUR OTHER SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR CONTROLLING, HOW OR WHEN OUR USERS USE THE MARKETING MESSAGES FEATURES OR OUR OTHER SERVICES, OR THE FEATURES, FUNCTIONALITIES, AND INTERFACES THAT THE MARKETING MESSAGES FEATURES OR OUR OTHER SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES.
   2. Limitation of Liability. WE WILL NOT BE LIABLE TO COMPANY FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, OUR ACTIONS OR INACTIONS, OR THE MARKETING MESSAGES FEATURES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, OUR ACTIONS OR INACTIONS, OR THE MARKETING MESSAGES FEATURES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT COMPANY HAS PAID US IN THE PAST TWELVE MONTHS TO USE THE MARKETING MESSAGES FEATURES. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN SUCH CASES, THE LIABILITY OF META AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AND AGENTS (“META PARTIES”) WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU AGREE TO WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
7. General
   1. Changes. Meta may update this Agreement from time-to-time (“Change”). Unless otherwise required by law, we will notify you before we make a material Change. By continuing to use the WhatsApp Business App (including, without limitation, the Marketing Messages Features) after such notice, you consent to such Change.
   2. Order of Authority. To the extent of any conflict between these Meta Terms for WhatsApp Marketing Messages Features and the Community Payment Terms with respect to fees, pricing rules, and other payment-related terms relating solely to the Marketing Messages Features, these Meta Terms for WhatsApp Marketing Messages Features shall govern.
   3. Governing Law. This Agreement, as well as any claim that might arise between you and us, are governed by and construed in accordance with the laws of the United States and the State of California, as applicable, without giving effect to their principles of conflicts of law. Any claim or cause of action arising out of or relating to this Agreement must be commenced exclusively in the U.S. District Court for the Northern District of California or a state court located in San Mateo County, and each party hereby consents to the personal jurisdiction of such courts.
   4. Entire Agreement. This Agreement, and any additional terms agreed upon between you and Meta or WhatsApp, comprise the entire agreement between the parties regarding the Marketing Messages Features, and unless expressly agreed upon otherwise between the parties, supersedes any prior representations or agreements. Headings are for convenience only, and terms such as “including” are to be construed without limitation. This Agreement is written in English (US). We may provide you with translated versions of this Agreement for your convenience, but the English (US) version of this Agreement is the version that governs.
   5. Waiver and Severability. Failure to enforce a provision will not be deemed a waiver; waivers must be in writing and signed by the waiving party. Any terms or conditions in any customer purchase order or business form will not modify this Agreement and are hereby expressly rejected, and any such document will be for administrative purposes only. If any provision of this Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid, or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions of this Agreement will remain in full force and effect.
   6. Assignment. Neither party may assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other party, except that Meta may assign this Agreement without consent to another member of the Meta Companies or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Non-permitted assignments are void and will create no obligations on Meta.
   7. Independent Contractor. The parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has authority to bind the other.
   8. Notices. Any notice under this Agreement must be in writing. You must send any notices to Meta at the following address (as applicable): in the case of Meta Platforms Ireland Limited, to Merrion Road, Dublin 4, D04 X2K5, Ireland, Attn: Legal, and in the case of Meta Platforms, Inc., to 1 Meta Way, Menlo Park, CA 94025 USA, Attn: Legal. Meta may send notices to the email address or phone number associated with the account associated with your use of the WhatsApp Business App, or via messages or conspicuous posting within the WhatsApp Business App.
   9. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power, telecommunications, data networks, or services, or refusal of a license or authorization by a government agency or entity.
   10. Conditions on Governmental Entity Use. If you are a governmental entity, you represent that: (i) you are not restricted by any applicable law, policy, or principle from agreeing and performing, or accepting performance of, any term or condition of this Agreement; (ii) no applicable law, policy, or principle renders any term or condition of this Agreement unenforceable against you or any applicable governmental entity; (iii) you are authorized to, and have the legal capacity under applicable laws, policies, and principles to represent and bind any applicable governmental entity to the terms and conditions of this Agreement; and (iv) you enter into this Agreement based upon an impartial decision concerning the value of the WhatsApp Business App and the Marketing Messages Features to you, and no improper conduct or conflict of interest has influenced your decision to enter into this Agreement. If a governmental entity accepts this Agreement in violation of this Section 7.j, Meta may elect to terminate this Agreement, or the parties may enter into a separate mutually agreeable and enforceable agreement, or may mutually agree to modify this Agreement and execute such a modification.