Terms and Conditions of Use
These Terms and Conditions of Use ("Terms") govern your use of the ThenWhatApp Technologies, Inc. ThenWhatApp.com website, platform, mobile apps, and other software (the "Services"). By using the Services you accept these Terms in full. If you disagree with any of these Terms, you should not use the Services. Please note that these Terms constitute the entire agreement between you and ThenWhatApp Technologies, Inc. (ThenWhatApp Technologies, Inc. may be referred to hereinafter using “us,” “our,” “we,” and the like).
You must be at last eighteen (18) years of age to use the Services. By using the Services you warrant and represent to us that you are at least eighteen (18) years of age.
- Changes to the Terms
These Terms are subject to change at any time. We may, in our sole discretion, provide notice of any changes to these Terms via email, however it is your responsibility as a user of the Services to ensure ongoing compliance with these Terms. You should check these Terms regularly. Your continued use of the Services after a change to these Terms constitute your acceptance of all changes made.
- Changes to the Services
You understand and agree that we may make changes or upgrades to our Services at any time. If these upgrades or changes result, in our sole discretion, in material changes to the functionality of the Services, we will notify you in advance. Your use of the Services after upgrades or changes have been made constitutes your acceptances of all upgrades or changes made.
- License and Restrictions
- In exchange for your active, fully-paid Subscription, ThenWhatApp Technologies, Inc. grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, and non-transferable license to use the Services in strict accordance with these Terms, solely for your own personal or internal business use. In the event of expiration or termination of your Subscription to the Services, all license rights granted by us in connection with the Services shall terminate immediately.
- You agree that all rights, title, and interest in and to all Intellectual Property in the Services, and any materials provided to you by ThenWhatApp Technologies, Inc. in connection with the Services, remain the exclusive property of ThenWhatApp Technologies, Inc.. The limited license provided to you under these Terms does not convey any ownership or other rights, express or implied, in the Services, any materials we have provided to you, or any other Intellectual Property of ThenWhatApp Technologies, Inc..
- You represent, warrant, covenant, and agree that you will not disclose to any third party any ThenWhatApp Technologies, Inc._ Intellectual Property made available to in connection with your use of the Services, and that you will not use or attempt to use the Services in any way following the termination of the limited license granted to you by these Terms.
- You agree that you will use the Services in compliance with any and all laws, rules, and regulations. ThenWhatApp Technologies, Inc. provides a platform for your use, and you agree that it is solely your responsibility to understand the laws, rules, and regulations applicable to your use of the Services and to comply with them.
- You will ensure that you are entitled to use any customer data you use in conjunction with the Services, including phone numbers, text, images, and other content. It is solely your responsibility to ensure that any use of data you use or acquire in connection with the Services complies with all laws, rules, and regulations including, without limitation, laws relating to permission and consumer privacy, and collection of personal information.
- You agree that you will not reverse engineer, decompile, disassemble, or otherwise create or attempt to create or derive, or ask, assist, or permit anyone else to create or derive, the source code of any software provided in connection with the Services.
- Your User Account
In order to use the Services, ThenWhatApp Technologies, Inc. requires that you create an account. Eligibility to create an account is limited to individuals age eighteen (18) and older having an active, fully-paid Subscription. By using the Services you warrant and represent that any and all information provided by you during the account creation process is true and accurate. You further warrant and represent that you will maintain the truth and accuracy of the information you provide to us by updating that information when necessary.
When you create your account, you must choose a User ID. You agree that your User ID will not be misleading, will not infringe the Intellectual Property or other rights of any third party, and will comply with the Acceptable Use policy set forth in these Terms.
You alone are responsible for any use (whether or not authorized) of the Services under your account. You also bear sole responsibility for any use, and for all acts and omissions, of anyone who has access to devices you use with respect to the Services. You agree to take all reasonable measures to prevent unauthorized access to, or use of, the Services, and you will notify us immediately if you become aware of any unauthorized use of the Services. ThenWhatApp Technologies, Inc. is not responsible for any loss or damages suffered as a result of the unauthorized use of your account.
You further agree that you will not use the account of any other user to access the Services without express permission from that user to do so.
- Acceptable Use Policy
- You represent any warrant that all use and usage of the Services by you will at all times comply with all applicable laws, rules, and regulations, including but not limited to the rules, policies, and regulations of the Federal Communications Commission (“FCC”), and all laws, rules, and regulations relating to: do-not-call issues; unsolicited marketing; telemarketing; faxing; email marketing; spamming or phishing; data security and/or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end-user, end-use, and destination restrictions imposed by the United States or any foreign government; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; hate crimes; defamation; intellectual property; and/or securities.
- Certain communications practices, including without limitation the placing of unsolicited calls, the placing of commercial messages, the sending of unsolicited facsimile, internet facsimile, SMS or other messages, and the use of automated telephone equipment to place certain calls, is regulated in the United States by the Federal Telephone Consumer Protection Act of 1991 (“TCPA”), the Junk Fax Prevention Act of 2005, and a number of state, municipal, or local laws, rules, regulations, codes, and ordinances. You agree, represent, and warrant:
- that you are the creator of the content of, and solely responsible for the destination(s) and recipient(s) of any and all outbound communications made by you, or using your account, using the Services;
- all content, communications, files, information, data, and other content provided for transmission through the Services using your account will be provided solely for lawful purposes, and in no event will any communication, or any contents thereof, be in violation of the TCPA, Junk Fax Protect Act, or any other law, rule, or regulation; and
- no unsolicited advertisements, commercial messages, solicitations, marketing, promotional materials, or other commercial messages or contents, will be distributed using the Services unless such communications are allowed by law.
You agree to indemnify and hold harmless ThenWhatApp Technologies, Inc., its affiliates, heirs, and assigns, from any and all third party claims, losses, damages, fines, or penalties arising: (1) out of your violation or alleged violation of the TCPA or any other law, rule, or regulation; or (2) from, or related to, any voicemail, text, recording, solicitation, spam, commercial message, or other communication that you may send or cause to be sent using the Services.
- You acknowledge and agree that the software used in conjunction with the services, and any data or other information transmitted by you via the Services, may be subject to laws, rules, or regulations concerning the export, re-export, and/or transfer of software or other information by physical or electronic means. You agree, represent, covenant, and warrant that:
- neither you, nor any user authorized to use your account, nor any person or entity that controls you, is located in an Embargoed Area or listed on any Export Control List; or will export or reexport any software provided or accessed in connection with the Services to any Embargoed Area or to any person, entity, or organization on any Export Control List, or to any person, entity, or organization subject to economic sanctions due to ownership or control by any such person, entity, or organization, without prior authorization by license, license exception, or license exemption; and
- you use of the Services will comply with all applicable export control laws, rules, and regulations.
- Certain features of the Services may allow you or other users of the Services to record calls or other communications. The notification and consent requirements relating to the recording of calls and/or other communications may vary from state to state and country to country. You should consult with legal counsel prior to utilizing any such features of the Services. Some states or countries may require users to obtain prior consent of all parties to a recorded call or other communication before such calls or other communications can be recorded. You represent, warrant, covenant, that you will use, and only allow use of, the Services to record calls or communications in compliance with any and all applicable laws, rules, and regulations, and that you will at all times comply with such laws, rules, and regulations. You agree to inform all users of your account that they are obligated to comply with any and all laws, rules, and regulations relating to their use of the recording features of the Services.
You understand and agree that violation of recording laws, rules, and regulations may subject you to criminal or civil penalties.
ThenWhatApp Technologies, Inc. expressly disclaims all liability with respect to your recording of telephone conversations. You agree to indemnify and hold harmless ThenWhatApp Technologies, Inc., its affiliates, heirs, and assigns, from any and all third party claims, losses, damages, fines, or penalties arising out of your violation or alleged violation of any call recording laws. ThenWhatApp Technologies, Inc. expressly disclaims all liability and all warranties with respect to recording of conversations and/or calls.
- Neither you nor any user of the Services via your account may use, or allow use, of the Services in any of the following ways:
- in any manner, or for any purpose, that is fraudulent, malicious, deceptive, dishonest, abusive, obscene, threatening, harassing, tortious, improper, defamatory, false, libelous, slanderous, or in violation of any applicable law, rule, or regulation;
- to intentionally send or transmit unsolicited, junk, or spam advertisements or other communications or messages (whether commercial or otherwise) without consent, including without limitation through email, SMS, or voicemail;
- to harvest or otherwise collect information about others, including without limitation email addresses or personally-identifiable information without their consent;
- to intentionally engage in blasting or broadcasting bulk communications, advertisements, or messages (e.g., sending hundreds of messages simultaneously), including without limitation through email, voicemail, or SMS;
- to perform auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls) in violation of applicable Law;
- to transmit any communication that would violate any applicable Law, including but not limited to the TCPA and the rules governing the DoNotCall Registry;
- to intentionally transmit or store any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs or materials that may be harmful or dangerous;
- to transmit misleading or inaccurate caller ID information with the intent to defraud, cause harm, or wrongfully obtain anything of value, including by creating a false Caller ID identity or forged email/SMS address or header or by otherwise attempting to mislead others as to the identity of the sender or the origin of any outbound Customer Communication;
- to infringe, misappropriate, or otherwise violate the foreign or domestic IP Right or proprietary right of any party, including without limitation by transmitting or storing any material that might infringe, misappropriate, or otherwise violate any such right;
- to violate the right of privacy, personality, or publicity of any party, including without limitation by transmitting or storing any material that might violate any such right;
- to violate any Law regarding the transmission of technical data or information or software through the Plan Services;
- in breach of any contractual obligation of any person;
- in breach of any religious or racial hatred discrimination legislation;
- in any manner that interferes with ThenWhatApp Technologies, Inc.’s ability to provide high quality products or services to other customers;
- to store Protected Health Information (PHI);
A breach of obligations in this Section constitutes a material breach of these TOS or Your Office Agreement, as applicable, such that ThenWhatApp Technologies, Inc. may suspend service, terminate the Agreement immediately, or take any other action ThenWhatApp Technologies, Inc. deems necessary to enforce the terms of this Section;
- Neither you nor any user of the Services via your account shall do any of the following:
- transmit, upload, distribute in any way, or store any corrupted file or material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs or materials that may be harmful or dangerous or may damage the operation of the Services or another party’s computers, devices, equipment, systems, or networks;
- take advantage of, bypass, exploit, or otherwise avoid your obligations or the provisions, restrictions, and prohibitions set forth in this Section 5 (or attempt to do so);
- interfere with or disrupt networks or systems connected to the Services;
- sell; resell; distribute; lease; export; import; or otherwise grant or purport to grant rights to third parties with respect to the Services, and any software used in conjunction with the Services or any part thereof;
- display or use of any ThenWhatApp Technologies, Inc. trademark in any manner in violation of ThenWhatApp Technologies, Inc.’s then-current policies on its trademark and logo usage or without ThenWhatApp Technologies, Inc.’s express, prior written permission, to be granted or denied in ThenWhatApp Technologies, Inc.’s sole discretion,
- display or use of any third party trademark without the prior, written consent of the third party that owns the third party trademark;
- undertake, direct, attempt, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services or any software used in conjunction with the Services, or part thereof;
- defeat, disable, or circumvent any protection mechanism related to the Services;
- intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communication or data used by us for any purpose, including without limitation by causing the any product to connect to any computer server or other device not authorized by us or in any manner not authorized in advance in writing by us;
- allow any service provider or other third party to use or execute any software commands that facilitate the maintenance or repair of any software used in conjunction with the Services;
- gain access to or use (or attempt to gain access or use) any device, system, network, account, or plan in any unauthorized manner (including without limitation through password mining);
- violate or take any action to jeopardize, limit, or interfere with ThenWhatApp Technologies, Inc.’s Intellectual Property rights, including without limitation their Intellectual Property rights in the software and hardware used in conjunction with the Services.
- Warranties and Disclaimers
NO WARRANTY. WITHOUT LIMITING OUR EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE.OUR SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
You will defend, indemnify and hold ThenWhatApp Technologies, Inc. and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with your use of the Services, including, without limitation, any intellectual property claims relating to the your use of the Services and any violation by you or anyone using your account of the terms of Section 5 (Acceptable Use Policy) (“Claim”). We and our affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. We reserve the right, at your expense, to retain separate counsel for ourselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section 7 (Indemnification). You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against us in connection with any Claim. You will also be liable to us for any costs and attorneys’ fees we incur to successfully establish or enforce our right to indemnification under this Section.
- Limitations of Liability and Exclusion of Damages
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ThenWhatApp Technologies, Inc. BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF WE HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ThenWhatApp Technologies, Inc. BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE PROVISIONS OF THIS SECTION 8 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Call Text Technologies, Inc.’S SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS OR SMS MESSAGES TO ANY EMERGENCY SERVICES. NEITHER ThenWhatApp Technologies, Inc. NOR ITS REPRESENTATIVES OR AFFILIATES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD ThenWhatApp Technologies, Inc. HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE OUR SERVICES TO CONTACT EMERGENCY SERVICES.
You agree that the term of these Terms shall commenced upon your initial uses of the Services and shall continue until your use of the Services has ceased in its entirety.
- Subscription and Fees
- Upon creation of an account, you will be required to choose a monthly Subscription Plan in order to access and use the Services. Your Subscription Plan will entitle you to a certain number of monthly credits with respect to the Services, as set forth in the details of the Subscription Plan you choose. Each Subscription Plan has a corresponding Subscription Fee. ThenWhatApp Technologies, Inc. may update the available Subscription Plans and Subscription Fees from time to time. The current Subscription Plans and Subscription Fees may be found here: ThenWhatApp Technologies, Inc.
- You will pay to ThenWhatApp Technologies, Inc. the initial Subscription Fee in connection with your Subscription Plan in order to access and use the Services. Thereafter, your Subscription Plan will automatically renew for an additional monthly period (“Renewal Period”) on the same day every month, unless you cancel your subscription in accordance with these terms. ThenWhatApp Technologies, Inc. will automatically charge your stored payment method for each Renewal Period. Subscription fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest or penalties resulting from your use of the Services.
- ThenWhatApp Technologies, Inc. may provide the option to enable overages on your account. If this option is enabled, your account will be allowed to exceed the number of credits associated with your selected Subscription Plan. The amount of overage coverage available to your account will be set by you. Your stored payment method will be automatically charged for any overages at the level you have set. You can remove the overage option from your account at any time.
Upon termination or expiration of these Terms, your payment obligations, the terms of this Section 10, and the terms of the following Sections will survive (i.e. still apply): Section 5 (Acceptable Use Policy), Section 6 (Warranties and Disclaimer), Section 7 (Indemnification), Section 8 (Limitations of Liability and Exclusion of Damages) and Section 12 (Miscellaneous).
- You will comply with the applicable law relating to your activities under these Terms, including privacy and data protection laws and applicable rules established by the Federal Communications Commission.
- ThenWhatApp Technologies, Inc.’s failure to enforce at any time any provision of these Terms does not waive our right to do so later. Should we, in our sole discretion, expressly waive any provision of these Terms, such provision is not waived for all time in the future. Any waiver must be in writing and signed by us to be legally binding.
- You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. These Terms will be binding on you and your successors and assigns.
- You and ThenWhatApp Technologies, Inc. are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You will be solely responsible for all of your employees and agents, and your respective labor costs and expenses arising in connection with your employees and agents. You will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of your respective activities, or those of your respective employees or agents, in the performance of these Terms. You agree that you have no authority to commit ThenWhatApp Technologies, Inc. in any way and will not attempt to do so or imply that you have the right to do so.
- If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
- Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by ThenWhatApp Technologies, Inc., its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms.
- No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
- These Terms will be governed by and interpreted according to the laws of the State of California without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action or proceeding (including mediation or arbitration) arising out of or related to these Terms or our Services shall be instituted in either the state or federal courts of Bakersfield, California, and you consent to the personal jurisdiction of these courts.