Terms and Conditions

April 11, 2023

Updated on

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY

Abracket Private Limited (“abracket.com”, “Abracket”, “Company”, “we”, “us”, or “our”) provides Software as a Service (SaaS) that allows our customers to store, manipulate, analyze and transfer messages between their business systems and their customers on a variety of Tools integrated with WhatsApp Cloud API and third-party messaging channels (the “Service”). A “Customer” and “Partner” are entities with whom Abracket has an agreement to provide the Service.

This Terms of Service (the “Agreement”) is an agreement between the Customer/Partner and Abracket, together the “Parties” and each, a “Party”, and is entered on the date the Customer signs up for an Abracket account through the abracket.com and its sub-domains (the “Effective Date”).

If you register for a Abracket account or account of any product by Abracket, you acknowledge your understanding of these terms and enter the Agreement on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of the Customer before proceeding.

If a Customer violates any of the terms outlined below, we reserve the right to cancel accounts or bar access to accounts without notice. If you do not agree to these terms, please do not use our Services.

Abracket may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.

Abracket may refuse service to anyone for any reason at any time.

BY USING ANY ELEMENT OF ABRACKET PRODUCTS/SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE ABRACKET’S PRODUCTS AND SOLUTIONS, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO ABRACKET THAT THE CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE ABRACKET PRODUCTS/ SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO ABRACKET THAT THE CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

 

1. WHATSAPP Platform

Abracket will provide the WhatsApp Chat Platform to the Customer, subject to the Customer’s adherence to the terms and conditions of this Agreement. The terms and conditions of this Agreement govern the use of the WhatsApp Chat Platform by the Customer. The Customer must comply with their obligations under the relevant terms of use for all Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications, read and accept them, and ensure compliance. Additionally, the Customer must take all necessary steps to ensure interoperability between the WhatsApp Chat Platform and relevant Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications. This includes obtaining the necessary approvals and API keys, either directly or through their Clients, to access these messaging channels for business purposes.

2. WHITE-LABEL SERVICES OR CUSTOM SERVICES BY ABRACKET

By utilizing Abracket’s White-label services or any custom services, the customer hereby accepts and agrees to abide by the terms and conditions set forth by Abracket both before and during the usage of said services.

3. Modifications to the Service and Fees

Abracket holds the right to alter, pause, or terminate the Service with or without prior notice, for any reason at any time.

Abracket may adjust its monthly/annual fees but will provide subscribers with a 30-day notice period. Changes to fees will be reflected on the pricing page.

The Terms of Service may be revised and updated by Abracket without prior notice. Any new features or improvements that are added to the Service will be subject to the Terms of Service. If you continue to use the Service after any modifications have been made, it indicates your acceptance of such modifications.

4. Trademark License

  • The Customer grants Abracket a royalty-free license to use the Customer’s trademarks and logos worldwide during the Term of this Agreement.
  • The license is non-exclusive, non-transferable, and non-sub-licensable, except to affiliates.
  • Abracket can use the Customer’s trademarks and logos solely for the purpose of marketing, advertising, and promoting Abracket’s Solutions.
  • The Customer and the Customer Application may be listed on the Abracket Website as part of the promotion.
  • Abracket must use the Customer’s trademarks and logos in accordance with the Customer’s reasonable trademark usage guidelines.
  • The Customer reserves the right to require Abracket to stop using the Customer’s trademarks and logos if their continued use would adversely affect the Customer’s image and goodwill.
  • This request must be reasonable, and Abracket must comply with it.

5. Copyrights & Ownership

  1. Abracket owns all the rights, titles, and interests in Abracket’s Solutions, including any modifications, and all the intellectual property rights related to them. The Abracket’s Solutions include any materials or content provided by Abracket under this Agreement. The Customer will not acquire any right, title or interest in Abracket’s Solutions.

  2. The Abracket’s Solutions are licensed to the Customer, not sold. This means that the Customer cannot copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service which Abracket or its suppliers own. The Customer also agrees not to resell, duplicate, reproduce, or exploit any part of the Service without Abracket’s written permission.

  3. Abracket does not claim any intellectual property rights over the Content that the Customer uploads or provides to the Service.

  4. The Customer must obtain Abracket’s express written permission before copying, modifying, adapting, reproducing, distributing, reverse engineering, decompiling, or disassembling any aspect of the Service.

  5. Abracket may modify or discontinue the Service at any time without notice, and the Customer agrees that Abracket will not be liable for any damages resulting from such modifications or discontinuation.

  6. Partners are permitted to resell Abracket’s Solutions, but Abracket retains full ownership and intellectual property rights to the solutions. Partners must agree to different terms and conditions outlined in a separate contract.

Abracket’s Right to Use Customer Data

Under the terms of this agreement, Customer acknowledges that Abracket may access and utilize Customer Data, including Personal Data, in order to deliver the Services. This includes storing, using, modifying, and transferring the data to subcontractors as necessary. Customer also acknowledges that Abracket may use and transfer data that is not personally identifiable for internal business purposes, such as analytics, product and service improvement, and new product development. Customer is responsible for ensuring that all parties involved, including Administrative Users, Customers’ Clients, and Chat Participants, agree to these terms.

6. Limitation of Liabilities

The Parties acknowledge that the following provisions have been agreed upon by mutual negotiation and represent a fair allocation of risk, and are an essential basis of this agreement. These provisions will remain in full force and effect, even if there is any failure of consideration or of an exclusive remedy.

  • Liability Amount: Under no circumstances will Abracket’s total aggregate liability in connection with or under this agreement exceed the amount of fees paid by the customer in the prior 12-month period immediately preceding the event that caused the claim, or Rs. 10,000, whichever is lower. This maximum liability amount will not be increased, even if there is one or more claims under this agreement. Abracket’s third-party suppliers will not have any liability arising out of or connected to this agreement.
  • Type of Damages: To the maximum extent permitted by applicable law, Abracket will not be liable to the customer or any user for any special, exemplary, punitive, indirect, incidental or consequential damages, including but not limited to, lost savings, profit, data, use, or goodwill, business interruption, or any costs for the procurement of substitute products or services, or personal injury or death, or personal or property damage, arising out of or in any way connected to this agreement. This applies regardless of the cause of action or theory of liability, whether in contract, tort (including negligence, gross negligence, fundamental breach, breach of a fundamental term) or otherwise, and even if Abracket was notified in advance of the possibility of such damages.

7. Term and Termination

Abracket provides the Service to you on an “as is” and “as available” basis, without any warranties or guarantees. Abracket does not warrant that you will be able to use the Service, that you will be satisfied with the Service, that the Service will be available without interruption, that the Service will be error-free, or that any mathematical calculations performed by the Service will be accurate. Abracket and its affiliates will not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages arising from or related to your use of the Service.

Term: This Agreement will remain in effect from the Effective Date until your subscription is terminated in accordance with the terms that you agreed to on the Abracket website when you signed up for the Service (the “Term”). If you have an ongoing subscription, it will automatically renew at the end of each subscription period for the same duration, at the then-current subscription rate displayed on the Abracket website. If you are dissatisfied with the Service, your sole remedy is to stop using it.

Termination for Convenience –

Either party may choose to terminate this agreement and your subscription to Abracket’s services at the end of the current term by giving notice no less than thirty (30) days prior to the end of such term. If this agreement and your subscription are not terminated, your subscription will renew for a term equivalent in length to the expiring term.

  • The customer is responsible for cancelling their account properly, which can be done through an email request. Cancelling the account will result in deactivation or deletion of the account and all its content, which cannot be recovered once the cancellation is complete.
  • After cancelling an account, there is a 90-day grace period during which the customer can reactivate the account. After 90 days, the account deletion process will begin, and the customer will have to purchase a new account and cannot retrieve any of their existing account information.
  • The customer can cancel their account at any time, but they will remain liable for all charges accrued up to that time, including full monthly charges for the month in which they discontinued the service. However, they will not be charged again.
  • Abracket will make reasonable efforts to contact the customer via email prior to suspension or termination of their account. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities and may be grounds for termination of the customer’s use of the service.
  • Abracket is not liable to the customer or any third party for any modification, suspension, or discontinuation of the service.

Termination For Non-payment –

  • Abracket may suspend services if the Customer fails to pay any undisputed amounts due to Abracket under this Agreement.
  • Abracket will notify the Customer of such failure and suspension will only occur if the failure continues for thirty (30) calendar days after notification.
  • Suspension of Services does not release the Customer from payment obligations under this Agreement.
  • Abracket will not be liable to the Customer or any third party for liabilities, claims, or expenses arising from suspension of Services resulting from Customer’s non-payment, unless Abracket suspends Services without giving Customer 30 calendar-days written notice to rectify their failure to pay.
  • Termination of the Account will result in deactivation or deletion of the Account, and forfeiture and relinquishment of all Content in the Account.
  • The Customer cannot recover this information from Abracket once their account is terminated.
Refunds and Termination Charges –
  • No refunds or credits for Fees will be provided if you terminate the Agreement before the end of your Term.
  • If you or Abracket terminates the Agreement before the end of your Term, you must immediately pay any then unpaid Fees associated with the remainder of your Term.
  • You are not required to pay this amount if you terminate the Agreement due to Abracket’s material breach of this Agreement.
  • To avoid payment, you must provide advance notice of the breach to Abracket and give them at least thirty (30) days to cure such breach.
Termination for cause –
  • Either party can terminate this Agreement for cause by providing written notice of a material breach, and the other party failing to cure such breach within thirty (30) days.
  • Either party can terminate this Agreement if the other party becomes subject to bankruptcy or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
  • If you terminate this Agreement in accordance with this section, Abracket will refund any prepaid fees covering the remainder of the Term after the effective date of termination, to the extent permitted by applicable law.
  • If Abracket terminates this Agreement in accordance with this section, you will be responsible for paying any unpaid fees covering the remainder of the Term.
  • Termination will not relieve you of your obligation to pay any fees owed to Abracket for the period prior to the effective date of termination.

 

8. Customer Responsibilities

  • Customer can request one or more Administrator Accounts from Abracket for creating accounts for their employees or contractors to access and use the Abracket Platform.
  • Administrative Users can only access the Abracket Platform through their assigned Customer Account.
  • Customer cannot share the Administrator Accounts with anyone else and must ensure that Administrative Users do not share their Customer Account with others.
  • Customer must immediately inform Abracket if they suspect any unauthorized use of the Abracket Platform.
  • Abracket reserves the right to suspend, deactivate, or replace any Customer or Administrator Accounts if they suspect any unauthorized use.
  • Customers are responsible for maintaining the privacy and security of their accounts, and Abracket will not be held liable for any damage or loss resulting from their failure to protect their login information, including passwords.
  • The Customer is responsible for the activities and communications of all Administrative Users and Chat Participants on the Abracket Platform, as well as their compliance with this Agreement and any guidelines and policies published by Abracket.
  • The Customer is fully responsible for all activities that occur under their account, including all Content sent and activity that occurs under their account, even when Content is sent by others to their account.
  • Abracket may, in its sole discretion, remove Content and Accounts containing Content that it determines are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable, or that violate any party’s intellectual property or these Terms of Use.

USER RESTRICTIONS –

  1. Abracket will not allow any person, including Administrative Users, Customer’s Clients, or Chat Participants, to use the Abracket platform for the following:

  • Sending, uploading, collecting, transmitting, storing, using, disclosing, or processing any Customer Data that:

    • Contains any computer viruses, worms, malicious code, or software intended to damage or alter a computer system or data.

    • The Customer or the applicable Administrative User, Customer’s Client or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display.

    • Is false, intentionally misleading, or impersonates any other person.

    • 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, bigotry, hatred, or physical harm of any kind against any group or individual.

    • Is harmful to minors in any way or targeted at persons under the age of 16.

    • Violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or

    • Encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability.

  • Disabling, overly burdening, impairing, or otherwise interfering with servers or networks connected to the Abracket platform (e.g., a denial of service attack).

  • Attempting to gain unauthorized access to the Abracket platform.

  • Using any data mining, robots, or similar data gathering or extraction methods, or copying, modifying, reverse engineering, reverse assembling, disassembling, or decompiling the Abracket Solution or any part thereof or otherwise attempting to discover any source code, except as expressly provided for in this Agreement.

  • Using the Abracket Solution for the purpose of building a similar or competitive product or service.

  • Using the Abracket Solution other than as permitted by this Agreement.

 

 

9. WhatsApp & Usage Policy

  • The Customer must comply with all the terms and conditions set by the WhatsApp chat platform at all times. WhatsApp may update its Business Policy without notice, and by continuing to use the WhatsApp Business Products after such changes, the Customer consents to them. https://www.whatsapp.com/legal/business-policy/
  • The Customer must not be in violation of the WhatsApp Commerce Policy or be in any restricted industries. https://www.whatsapp.com/legal/commerce-policy/
  • The WhatsApp chat platform may impose limits on the number of messages a business can send per day. All Customers must adhere to this Messaging Limit. (https://developers.facebook.com/docs/whatsapp/api/rate-limits)
  • The WhatsApp chat platform has the absolute discretion to review, approve or reject any Message Templates (as defined in WhatsApp documentation) at any time.
  • The Customer must ensure full compliance with WhatsApp Policies regarding sending of messages.
  • The WhatsApp chat platform does not offer a way to be notified when a user has blocked a sender, or to retrieve a list of users who have blocked them.
  • Any violation of these WhatsApp policies may lead to suspension of the number by the WhatsApp chat platform. The WhatsApp chat platform has absolute discretion to limit or remove the Customer’s access to or use of the WhatsApp Business Products if the Customer receives excessive negative feedback, causes harm to WhatsApp or WhatsApp’s users, or violates or encourages others to violate their terms or policies, as determined by the WhatsApp chat platform in their sole discretion. If the WhatsApp chat platform terminates the Customer’s account for violations of relevant WhatsApp Business terms or policies, the WhatsApp chat platform may prohibit the Customer and their organization from all future use of WhatsApp products.
  • Abracket shall take no responsibility in case of any such violations. Any additional charges arising due to this shall be borne by the Customer.
  • Once registered on WhatsApp Chat platform, Customers cannot reuse the WhatsApp number on WhatsApp Business App or WhatsApp mobile app. The Customer owns the phone number.

10. WhatsApp Onboarding & Verification Terms

  • WhatsApp conducts reviews, such as Facebook business verification, to ensure the quality of businesses using its products. https://www.facebook.com/business/help/2058515294227817?id=180505742745347
  • These reviews are prerequisites for using WhatsApp Business API AND WHATSAPP CHAT PLATOFRM BY ABRACKET.
  • WhatsApp has absolute discretion to approve or reject a customer’s usage of its products.
  • ABRACKET will assist with the application and submission process for these reviews.
  • By using WHATSAPP CHAT PLATFORM, clients agree to set up WABA and WhatsApp Business API and provide all prerequisite documents required by WhatsApp and Facebook.

10. WhatsApp Message Policy

– WhatsApp may change acceptable message types and related policies at their absolute discretion at all times.

– The Customer may only initiate chats if you are sending a transactional notification, and only via approved Message Templates (as defined in WhatsApp documentation), subject to applicable pricing. Any Message Templates must comply with WhatsApp’s terms, and only be used for their designated purpose. WhatsApp has the right to review, approve and reject any Message Template at any time.

— Customer acknowledges that they are responsible for the variable Message Template costs, billed by ABRACKET

– If a person initiates a chat with a Customer, you may continue that conversation via WhatsApp for up to 24 hours after the last message sent to you by that person without charge (“Customer Service Window”). Outside of the Customer Service Window, Customer may only send messages via approved Message Templates, for which ABRACKET will bill and charge Customer the applicable rate.

– Customer may use automation when responding during the Customer Service Window, but must also have available prompt, clear, and direct escalation paths to human agents.

11. Email and Web Support

Customer will generally have access to ABRACKET’S technical support from 10:00am to 7:00pm IST (GMT+5:30) on weekdays (other than holidays observed by ABRACKET) through email support, or through the website using our chat widget, or by mailing us on info@abracket.com

12. Fees and Payment

Fees. The customer will pay to Abracket the applicable fees described on the WhatsApp Chat platform’s documentation or Website (the “Fees”) during the Term in accordance with the payment terms set out herein.

Third-Party Messaging Platform Fees –

For greater clarity, WhatsApp Chat Platform’s Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Abracket, in which case Abracket shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Messaging Platforms imposes special requirements on Abracket beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Abracket shall have the right to charge Customer for this additional service and Customer shall have the right to accept such charges or decline them and not use the associated channel.

Payment Terms –

– All Fees shall be in Indian rupee (Rs.)

– The Fees start immediately after you make the payment. The onboarding verification time is counted towards the subscription.

– One-time onboarding fee for WhatsApp Green Checkmark Verification is non-refundable. WhatsApp holds absolute discretion whether to grant Green Checkmark, that they verify Customer as an authentic, notable brand that owns the WhatsApp account. https://developers.facebook.com/docs/whatsapp/guides/display-name/ 

– Abracket shall charge and invoice the Customer applicable Fees in accordance with our pricing schedule, in advance, by credit/Debit card or Bank Transfer, on the Effective Date and on every anniversary thereafter. Subscription Fees is charged on a pre-pay basis. and usage Fees are charged on a post-pay basis at the end of each month and will cover the use of the variable messages fees for the previous month. All monthly & usage payments are nonrefundable.

– The customer and Partners are responsible for all charges incurred (for example – international remittance, bank transfer, and handling fees), and Abracket shall receive the total amount stated in the invoice.

– There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

– Payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer.

– Disputed Invoices or Charges.

If Customer in good faith disputes any portion of a Abracket’s invoice or charge, Customer may provide a dispute notice to Abracket with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice.

– Late Payment.

Except for bona fide disputed amounts, any failure to make a payment of any Fees or taxes in strict conformity with the requirements entitles Abracket to suspend, in whole or in part, access to Services, until such payment is received. Additionally, Abracket shall assess and Customer shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed). Furthermore, upon any such failure, all outstanding amounts shall become due and payable without further delay.

– Any invoice overdue for more than 30 days will result in account suspension. The customer’s account will only be activated after all overdue invoices are fully settled.

– Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Abracket’s Softwares once your account is cancelled. 

– Taxes.

The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value-added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and Customer will pay, indemnify and hold harmless Abracket from same, other than taxes based on the net income or profits of Abracket.