Variations to the TOS and Additional Terms. The TOS prohibits, among other things, distributing, selling, reselling, or renting the WhatsApp Business Solution to third parties, and sharing, transferring, or distributing data obtained from using the WhatsApp Business Solution to third parties. In violation of the TOS, certain Solution Providers and/or Clients have granted ISVs access to the WhatsApp Business Solution (including messages). FB (on behalf of itself and WhatsApp) is offering a program, during the Term, to permit certain Solution Providers and Clients (including you) to grant, and to continue to grant, ISVs access to the WhatsApp Business Solution (including messages) on the condition that (among other things) such ISVs comply with these Terms (the “Program”). Accordingly, notwithstanding anything to the contrary set forth in the TOS, solely during the Term, you agree:

• And at the direction of and in compliance with the obligations between you and the Solution Provider and/or Client (as applicable) that engaged you, and otherwise in a manner consistent with the TOS, where each reference to “you,” “your,” or “Company” (including “your Company”) shall be interpreted as a reference to you, specifically. For clarity, each reference to “Client” (including “your Client”) in the TOS remains a reference to “Client” as that term is defined herein.
• Your Responsibilities. As between (a) you and the applicable Solution Provider on the one hand, and (b) WhatsApp on the other hand, you and/or the Solution Provider are responsible for providing (i) front-line primary technical and customer support, and you are responsible for escalating unresolved secondary issues to the relevant Solution Provider; and (ii) network infrastructure, transport layer security, and APIs necessary for Client to use the WhatsApp Business Solution.
• Access, Use and Disclosure of Client’s Data.
  
  1. You must have a binding written agreement with Client that is at least as protective as these Terms (including the TOS) with respect to Client’s data, including industry-standard protections with respect to data privacy and security.
  2. You may only (a) access, use, and process Client’s data on behalf of Client, and (b) disclose Client’s data solely to, or on behalf of, such Client, in each case only at the direction of, and with the authorization of, the Solution Provider and/or Client (as applicable) that engaged you, in order to provide such Solution Provider or Client with the services they requested of you, in connection with the WhatsApp Business Solution and in a manner that is consistent with the TOS, and the Client’s privacy policy. You may not use Client’s data for any other purpose, including for your own purposes or disclose it to any other third parties. Your data and security obligations under the TOS extend to protecting Client’s data.
• Notification. You must maintain an up-to-date list of each Client on whose behalf or at whose direction you use or access the WhatsApp Business Solution (including messages) and the types of such Client’s data that are shared with you (to the extent permitted under any agreement between you and such Client). You will provide us with such information upon our request. In addition, you agree to provide us reports related to your and each such Client’s usage of the WhatsApp Business Solution, as we may reasonably request, within thirty (30) days following of our request.
• Audit Rights. You agree that we (or an independent auditor acting on our behalf) may audit your records, books, access logs, policies, processes, information technology systems (real and virtual), networks, technologies, and facilities (including physical and remote access to data centers and cloud facilities), and agreements with Solution Providers and/or Clients (as applicable), that in each case relate to your use of the WhatsApp Business Solution, to ensure that your use of the WhatsApp Business Solution and the data you receive in connection with these Terms (including Client’s data) is safe and complies with these Terms (including our security requirements), and that you have complied with our requests and requests from Clients and Solution Providers to delete user data obtained through the WhatsApp Business Solution. If requested, you must provide us with proof that your use of the WhatsApp Business Solution complies with these Terms
• Migration Obligations. If (a) these Terms are terminated, (b) your agreement with a Client is terminated, or (c) you have directly onboarded a Client to the WhatsApp Business Solution and such Client requests that you migrate its WABA to a Solution Provider or to assume control of its WABA, you must reasonably and in a timely manner (not to exceed thirty (30) days following such notice of termination or such Client’s request and, with respect to (a) and (b), only to the extent required to ensure that the Clients are not adversely affected and as long as such wind-down period is not prohibited under applicable Laws) during and after the Term support the applicable Client’s migration to a Solution Provider or to enable such Client to assume control itself (as instructed by Client), and you must promptly delete any WABA data and information from your own systems, unless either we and/or Client have instructed you otherwise
• Prohibition of Client Use. WhatsApp may at any time prohibit any Client’s use of the WhatsApp Business Solution, effective upon notice to you, and you must immediately comply with such prohibition.
• No Resale and Other Restrictions. You must not:
  
  1. Resell the WhatsApp Business Solution, or give any Clients or third parties access to (or permit them to access) the WhatsApp Business Solution (including messages) other than the Client for whom your services have been engaged;
  2. Hold yourself out as an agent, legal representative, or employee of WhatsApp (including any of its Affiliates) or suggest any affiliation with WhatsApp (or any of its Affiliates) including that you are an authorized distributor of the WhatsApp Business Solution;
  3. Use FB’s or WhatsApp’s trademarks, logos, slogans, or other proprietary materials to promote your business or for any other use;
  4. Create or set up WABAs for any Clients or third parties. For clarity, the requirements relating to appointing a system administrator do not apply to you;
  5. Use or access the WhatsApp Business Client;
  6. Retain any third party as your service provider to manage your, the Solution Provider’s, or Client’s access to the WhatsApp Business Solution (including messages);
  7. Charge a fee for using the WhatsApp Business Solution (or related Business Services), but this does not prohibit you from charging for any of your other products and services unrelated to the use of the WhatsApp Business Solution (or related Business Services);
  8. Without limiting and in addition to the TOS, with respect to any data you obtain from using the WhatsApp Business Solution (including the content of message threads), directly or indirectly
     
     • use such data to track, build, or augment profiles on individual WhatsApp users without the express authorization of Client to do so (and only to the extent of such authorization);
     • share, transfer, sell, license, or distribute such data, including any anonymous, aggregate, or derived forms of such data, to any third parties; or
     • retarget on or off of WhatsApp and the Facebook Companies’ services, use piggybacking or redirects, or combine that data with any other third-party sources of data; and
  9. use and/or access the WhatsApp Business Solution (including messages) (i) if you are a Governmental Authority; or (ii) for or on behalf of a Client or any third party that is a Governmental Authority, except (in each case of (i) and (ii)) with the express prior written approval of WhatsApp.

Your Conduct :

1. Compliance with Laws. You represent and warrant that you have complied, and covenant that you will comply, with all applicable Laws and that you have used and will use only legitimate and ethical business practices in connection with the negotiation and performance of your duties pursuant to these Terms (including the TOS)
2. Data Security. When using the WhatsApp Business Solution, you will always have in effect and maintain administrative, physical and technical safeguards that: (a) meet or exceed industry standards given sensitivity of User Data, (b) are compliant with applicable Laws (including data security and privacy laws, rules and regulations), and (c) are designed to prevent any unauthorized access, use (including any use in violation of these Terms (including the TOS)), processing, storage, destruction, loss, alteration or disclosure of User Data (each, an “Unauthorized Data Use”). Following the discovery of any suspected or actual Unauthorized Data Use, you will: (i) immediately notify us of such incident, and (ii) promptly take appropriate actions in compliance with applicable Laws to address and remedy such incident (including notifying the affected users in compliance with applicable Laws and taking any other actions reasonably requested by us). Such notice to us must describe the nature of the Unauthorized Data Use, when the Unauthorized Data Use occurred, the effect on us and/or our users, and your corrective action to respond to the Unauthorized Data Use.
3. Anti-Corruption and Trade Compliance. You represent and warrant that you have not engaged in, and covenant that you will refrain from, offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, including cash or a cash equivalent (including “grease”, “expediting” or facilitation payments), discounts, rebates, gifts, meals, entertainment, hospitality, use of materials, facilities or equipment, transportation, lodging, or promise of future employment (“Anything of Value”), directly or indirectly, to or from: (a) (i) any official or employee of any multinational, national, regional, territorial, provincial or local government in any country, including any official or employee of any government department, agency, commission, or division; (ii) any official or employee of any government-owned or -controlled enterprise; (iii) any official or employee of any public educational, scientific, or research institution; (iv) any political party or official or employee of a political party; (v) any candidate for public office; (vi) any official or employee of a public international organization; or (vii) any person acting on behalf of or any relatives, family, or household members of any of those listed above (collectively, “Government Official”) to (1) influence any act or decision of a Government Official in his or her official capacity, (2) induce a Government Official to use his or her influence with a government or instrumentality thereof, or (3) otherwise secure any improper advantage; or (b) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti-corruption Laws, in each case, in connection with your participation in the Program under these Terms. You represent and warrant that you have not made a voluntary or other disclosure to, or received any notice, subpoena, request for information, or citation from, or are aware of any past or present investigation of you by a U.S. or non-U.S. multinational, national, regional, federal, state, municipal, local, territorial, provincial or other governmental department, regulatory authority, commission, board, bureau, agency, ministry, self-regulatory organization or legislative, judicial or administrative body, including any other entities funded in whole or in part by any of the foregoing (“Governmental Authority”) related to alleged violations of any anti-corruption Laws. You acknowledge that U.S. and E.U. trade sanctions Laws are applicable to FB, WhatsApp and the WhatsApp Business Solution and, as such, you represent and warrant that you are not subject to any U.S., E.U., or other applicable trade sanctions or economic restrictions and that you will not seek to provide WhatsApp Business Solution to Clients who are subject to E.U., U.S., or other applicable trade sanctions or economic restrictions. Upon request, you must provide WhatsApp with reasonable information necessary to validate that Clients are not subject to U.S., E.U., or other applicable trade sanctions Laws. Notwithstanding any other provision of these Terms or any applicable non-disclosure agreement, WhatsApp may disclose the existence and terms of these Terms, as well as information relating to any probable violation of this Section 3.3 (Anti-Corruption and Trade Compliance), to any Governmental Authority whenever WhatsApp considers it necessary or prudent to do so.
4. Notice of Violation. If you become aware that you (or any or your employees or representatives) have violated any provision of these Terms, you must provide prompt notice to Facebook of the facts and circumstances associated with such violation or request.