Policy on Messages Routing to WA

Updated: March 14, 2025

 

This Policy on Messages Routing to WA (“Policy”) governs provision of the ​messages routing to WhatsApp under the terms of Voximplant Master Subscription Agreement (“Agreement”) between Voximplant, Inc., a Delaware corporation with the principal address at 150 West 25th Street, RM 403 New York City, NY 10001, United States of America ( “Voximplant”, “us” or “we”) and the Client (“you” or “Client”). Unless otherwise provided herein, the Policy is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement.

1. DEFINITIONS

"WA Service" shall mean part of Voximplant Platform Functionality, which allows Client to exchange Messages with Users in WhatsApp Messenger (“Messenger”).

"Voximplant Platform Functionality" shall mean the functionality that allows Client to generate, process and send messages, as well as receive, process and send messages and reports on the delivery status of messages in WhatsApp Messenger.

"User" shall mean an individual using the Messenger, having an account created at the time of registration in the Messenger and allowing to identify each User. The User has duly consented to receive Messages from the Client on a mobile phone, tablet or other device on which the WhatsApp Application is installed.

“Message" shall mean electronic messages transmitted to the Users from the Client on its own behalf (outbound messages) and from the Users to the Client (inbound messages) through the functionality of the Platform. The Client initiates the routing of Messages and determines their content, and if the User sends the Message to the Client, the User is the initiator of the routing. The maximum length of one Message is 1000 (one thousand) characters.

"WhatsApp Service Provider" or "Service Provider" shall mean Meta Platforms Inc., California, which provides the ability to exchange Messages on WhatsApp Messenger.

"WhatsApp" shall mean a hardware and software complex of Meta Platforms Inc. that provides the ability to send Messages to Users of devices on which the Messenger is installed.

"Messenger" shall mean a mobile application or web service for instant messaging, owned by a third party with whom the Provider’s provider has entered into an agreement, on the basis of which Messages from Client are routed and available to Users through the mobile application, website and other resources

“Prohibited Messages” shall mean Messages that (a) infringe or violate the intellectual property rights of any third party; (b) violate any law or regulation; (c) are defamatory, obscene, harmful to minors or child pornography; or (d) contain any commonly known viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

"SPAM" shall mean a message received from Client or User, sent to a person without the that person’s prior consent, recognized by the User as SPAM and blocked by User.

"Templated Message" shall mean a standard Message generated in accordance with pre-created Templates.

"Templates" shall mean message formats pre-created in accordance with the Policy for standard Messages that the Client is planning to send to the Users;

"WhatsApp Policy" means the then-current terms and conditions and/or principles that apply to each User or organization registered in WhatsApp Messenger, available at the following links:

"Unique Active User" or "MAU" means the User's unique telephone number from which the inbound Message was received and/or to which the outbound Message was delivered within a calendar month.

"Charged Conversation" means a conversation initiated by Client or User in accordance with the rules of the WhatsApp https://developers.facebook.com/docs/whatsapp/pricing/conversationpricing.

“Account" means the Client's WhatsApp account created or linked as part of the use of the Voximplant Platform and registered with the Provider.

2. Message generation

2.1. The provision of the WA Service is carried out on the basis of the Agreement made between Client and Provider.

2.2. Client shall notify Provider on the planned WA Service activation date at least fourteen (14) business days prior to the intended WA Service activation date.

2.3. If the Message Templates will not comply with the mandatory requirements of the applicable law and the terms hereof, Provider shall be entitled to return the Templates for revision with an indication of the reasons for the return.

2.4. Detailed rules for generating Messages are described in the specifications of interaction interfaces, which can be provided to Client upon request.

3. Messaging

3.1. To transmit Messages to Provider, Client shall use HTTP transport protocol.

3.2. The communication channel between Client and Provider is provided via the Internet.

3.3. The first Message sent to the User should always be a pre-defined Templated Message. If the User initiates contact with the Client by sending a Message, the Client shall be entitled to send to the User any number of Messages (not necessarily to be Templated Messages) within the next 24 hours.

3.4. The maximum number of Messages that can be sent to a single User within 24 hours may be subject to limitations imposed by the WhatsApp Service Provider, which are not pre-determined.

3.5. The maximum number of Templated Messages that can be sent per day to all Users is subject to WhatsApp Service Provider policies available at: https://developers.facebook.com/docs/whatsapp/api/rate-limits/#capacity.

3.6. When transferring the Message received from Client to the Service Provider, its integrity and invariability of content shall be maintained.

3.7. The Provider shall provide Client with reports on delivered and undelivered Messages in real time via the Internet, using the agreed protocol.

3.8. Client hereby represents and warrants that:

  • 3.8.1. does not and will not use the WA Service to distribute SPAM.
  • 3.8.2. has received consents Users’ consent to receive Messages. The User’s consent shall be in writing and shall contain the number from which the User agrees to receive the Messages, as well as information that uniquely identifies this User and allows to establish User’s consent to receive the Messages. The number that the User has consented to receive Messages from shall be specified in accordance with the international format (e.g., +X (XX) XXX – XX – XX). Upon Provider’s request, the Client shall provide the User's written consent to receive the Messages within 2 (two) business days from the date of request. In case of non-confirmation or withdrawal of the User's consent to receive Messages from the Client, the Client agrees to immediately cease sending Messages to such Users, as well as to the Platform.
  • 3.8.3. Client’s Messages comply with the requirements of the applicable laws, including those related to advertising and marketing, Client guarantees the accuracy, completeness and reliability of the information contained in the advertising materials (if advertising is distributed using the WA Service), compliance of such information with the requirements of the marketing laws.
  • 3.8.4. Client’s Messages do not (and will not violate) the intellectual property rights (copyright, exclusive and/or related rights). Upon request, Client shall provide Provider with written evidence of the legitimacy of the use of the intellectual property mentioned or used in the Messages or in the provision of the WA Service within 3 (three) business days. If it is impossible to provide the above evidence, Client shall, within the same timeframe, provide Provider with a written statement representing the legitimacy of the usage of the intellectual property in the Messages. The Client shall indemnify and hold Provider harmless from any claims related to the unlawful usage of the third party intellectual property in the Messages.
  • 3.8.5. Client will not use WA Services to transmit or receive material of a rude, abusive, humiliating or threatening nature, in violation of copyright laws, materials contradicting the applicable laws;
  • 3.8.6. Client will not send Messages containing information that directly or indirectly jeopardizes Provider;
  • 3.8.7. When sending Messages to Users, the list (database) of which is provided to the Provider by the Client, as well as if these lists contain personal data of the Users, the Client guarantees the legitimacy of processing the personal data in accordance with the applicable laws on personal data, as well as represents and warrants that Client obtained the consent of the Users to the processing of personal data and transferring the personal data to the Provider. In the event of claims by third parties (including authorized state authorities) against the Provider regarding the unlawful processing of personal data of the Users, the list (database) of which was provided by the Client, the Client shall indemnify and hold Provider’s harmless of such claims.

3.9. The Provider shall be entitled to immediately suspend Messages routing if:

  • 3.9.1. The format of the Messages do not meet the requirements of the Provider in terms of their technical characteristics;
  • 3.9.2. Messages contain misrepresentation, do not comply with the requirements of the applicable laws, the agreed Message Templates, this Policy and WhatsApp Policy, may damage the business reputation of the Provider and/or the Messenger;
  • 3.9.3. The User's consent to receive Messages (if advertising is distributed using the WA Service) and/or Messages has not been received or has been revoked;
  • 3.9.4. Messages violate the intellectual property rights (copyright and/or related rights) of third parties;
  • 3.9.5. Client sends Prohibited Message;
  • 3.9.6. Messages contain information that is or may be considered offensive, discriminatory, including insulting or discriminating on the basis of race, religion, color, national origin, ancestry, disability due to physical or mental impairment, medical condition, including genetic characteristics, marital status, gender, age, sexual orientation, veteran status, or any other characteristic protected by law;
  • 3.9.7. The Messages contain a direct and/or indirect call for the commission of offenses (riots, fights, etc.);
  • 3.9.8. Messages contain information of a pornographic nature;
  • 3.9.9. Messages are (a) unsolicited, for example where the recipient has not explicitly requested the message or where the message or originator is as such that the sender cannot be easily identified; or (b) contains content that includes spyware, viruses, worms, Trojan horses, adware or other malware, or exposes the recipient to such programs in an indirect way; or (c) contains content deemed illegal by applicable law and/or the law of the recipient's country; or (d) is offensive, abusive, defamatory, threatening, indecent, menacing, misleading or discriminatory, or otherwise intended to cause distress, annoyance, inconvenience, worry or upset to the recipient; or (e) contains copyright works, trademarks or other intellectual property without the written permission of the rights holder;
  • 3.9.10. Messages contain technical defects that do not allow their use in the Communication Channels, contain (transmit) malicious programs (codes);

3.10. The Provider has the right to temporarily suspend the provision of the WA Service due to technical maintenance.

3.11. Without any notifications to the Client the Provider shall be entitled to suspend provision of WA Services if the Client has any outstanding debts for the use of WA Services. The Client should always monitor its balance and make duly and timely payments for the use of WA Services.

3.12. Upon Provider’s request, the Client shall provide any information necessary for the provision of WA Services. Without limiting the generality of the foregoing, the Client shall immediately provide the Provider with all information that may be necessary for the effective provision of the WA Service, the resolution of incidents, for compliance with applicable laws or for the performance of obligations that the Provider may have to public authorities as a result of the performance of obligations under the Agreement.

4. Fees and Pricing

4.1. Unless otherwise agreed by the Parties in a separate Order, Provider will charge Client as per the pricing rules specified at https://cdn.voximplant.com/new_price_voximplant_whatsapp_int.pdf.

5. Liability and indemnity

5.1. For the avoidance of doubt, the Parties have agreed that the Provider is not responsible for the content of the Messages or for the User's consent to receive the Messages or the parameters of the Message template, since the Provider does not constantly monitor (pre-moderate) the Messages or the parameters of the Message template sent by the Client through the Platform. The Client acknowledges and agrees that the Provider has no control over the content that takes place in connection with the use of the WA Service, and that the Provider does not moderate the Messages or the nature or sources of the Messages. The Provider is not responsible for the content of Messages or other materials transmitted by the Client or anyone else using the Platform and the Messenger. While using the WA Service, the Client is solely responsible for determining the content of the Templated Messages without any involvement from the Provider, as well as determining the list of Users to whom the Messages will be sent and which telephone numbers they will be sent to. The Provider has no control over the content of the Messages and therefore shall not be held liable for any content of the Messages.

5.2. The Client shall be solely liable to third parties for violation of their rights and interests in relation to the information contained in the Messages and the intellectual property used in the Messages, including names, designations, trademarks, etc., and undertakes to compensate the Provider for losses incurred by the latter in connection with claims and lawsuits against the Provider by third parties as a result of the Client's violation of this Appendix or the Agreement. including assuming all costs of conducting such a dispute.

5.3. The Client at its expense, will defend, indemnify, and hold Provider and WhatsApp Service Provider harmless from and against any and all losses, damages, liabilities, deficiencies, settlements, judgments, awards, penalties, interest, fines, costs, fees and expenses of whatever kind (including reasonable attorneys’ fees and legal costs and expenses) in connection with any claim, action, or proceeding, in each case brought or made by a third party to the extent arising from: (a) Messages, (b) Client’s use of the WA Services, (c) Client’s gross negligence or willful misconduct, (d) Client’s violation of applicable laws or this Policy.