Vendor Terms

Last updated: 10/09/2025 Scope These Terms apply to partners, solution providers, resellers, and contractors (“Vendor”) supplying services or integrations related to the WhatsApp Business API to KING SOFTWARE. Compliance and Authorizations Vendor will maintain approvals, certifications, and authorizations required by Meta/WhatsApp and applicable law, including for subcontractors. Services and Performance Vendor will meet specifications/SLA in the Order/SOW and follow KING SOFTWARE’s security, privacy, and compliance requirements. Data Protection Vendor acts as processor or sub‑processor as applicable and will execute a DPA. Vendor processes personal data only on documented instructions, implements security controls, assists with data‑subject requests, and promptly notifies incidents. Confidentiality Vendor will keep KING SOFTWARE and customer data confidential and use it solely to perform services. Platform Compliance Vendor must follow WhatsApp Business policies, template and conversation rules, and not misuse tokens, credentials, or rate limits. Intellectual Property Each party retains background IP. Deliverables are owned by KING SOFTWARE upon payment unless otherwise agreed; Vendor grants a necessary license for embedded Vendor IP. Fees, Invoicing, Taxes Pricing, payment terms, and taxes per the Order/SOW. No undisclosed pass‑through fees. Warranties Vendor warrants it has rights to provide services, that deliverables do not infringe third‑party IP, and services conform to specifications. Indemnity Vendor will defend and indemnify KING SOFTWARE against claims arising from Vendor’s breach, negligence, security incidents, or IP infringement. Insurance Vendor maintains appropriate insurance (e.g., CGL, Tech E&O, Cyber) and provides certificates on request. Audit and Compliance KING SOFTWARE may audit relevant records and controls upon reasonable notice, especially for security and policy compliance. Term and Termination Either party may terminate for material breach uncured within days; immediate termination for policy/legal risk or data‑protection failures. Limitation of Liability Mutual cap: fees paid or payable in the 12 months prior to the claim; carve‑outs for confidentiality breaches, IP infringement, data‑protection violations, or willful misconduct. Anti‑Corruption and Trade Controls Vendor will comply with anti‑bribery, sanctions, and export control laws; no facilitation payments. Subcontracting No subcontracting without prior written consent; Vendor remains responsible. Publicity and Branding No use of KING SOFTWARE or WhatsApp/Meta marks without written approval. Governing Law [Jurisdiction], venue [Courts/Arbitration].