This Wazapin Customer Agreement sets out the terms and conditions on which Wazapin ("We", "Us") licenses its customer operations platform, AI agent tools, and API services (together the "Wazapin Services") to You (as defined below).
THIS WAZAPIN CUSTOMER AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE WHICH REQUIRES THAT, WHERE YOU ARE A US CUSTOMER, YOU AND WAZAPIN ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN CLAUSE 18.8 OF THIS WAZAPIN CUSTOMER AGREEMENT.
By accepting the Wazapin Customer Agreement, either by signing up to receive the Wazapin Services online, by separate contract between You and Us or by starting to use or authorizing any User (as defined below) to access or use any of the Wazapin Services, or by otherwise indicating your acceptance of the Wazapin Customer Agreement, including by way of a Free Trial (as defined below), You:
- agree and understand that, from the Effective Date (as defined below), a legally binding contract will exist between the You and Us for the Wazapin Services which will be governed by terms of this Wazapin Customer Agreement;
- warrant and represent that where You are entering into the Wazapin Customer Agreement on behalf of another legal entity such as a company or organization ("Entity"), You are agreeing and entering on behalf of that Entity and You are authorized to bind that Entity to this Wazapin Customer Agreement, and any reference to "You" and "Your" shall additionally mean that Entity;
- warrant and represent that You will use the Wazapin Services strictly for business purposes and not in a capacity as a consumer, and that Wazapin will not be responsible or liable for any non-business use of the Wazapin Services by You or Your Users; and
- procure that Your Users will comply with the terms of this Wazapin Customer Agreement, the Acceptable Use Policy, and agree that You will remain responsible for such Users' compliance.
We may modify the terms of the Wazapin Customer Agreement from time to time by updating the terms and conditions on the website or by direct written notice to You. If a modification is material, as reasonably determined by Wazapin in its sole discretion, then We will make commercially reasonable efforts to notify You of the change. Continued use of Wazapin Services will constitute acceptance of the new Wazapin Customer Agreement. If You do not agree with the updated terms of the Wazapin Customer Agreement, You must immediately stop using Wazapin Services and ensure Your Users also stop using Wazapin Services.
1. Definitions
The following words and expressions will have the following meanings:
- "App Marketplace" means an online repository of applications that is owned and controlled by Wazapin or which has been approved by Wazapin as suitable for publishing an Integration App which has been approved by Wazapin for publication;
- "Approved Developer" means a party that has been approved by Wazapin to enter into the Developer Program;
- "App Terms" means any terms of use for an Integration App an App User is required to agree to before the App User is given access to use the Integration App and which must at a minimum contain provisions at least as restrictive as those set out in Clause 5.3 of this Wazapin Customer Agreement;
- "App User" means a User using the Integration App to transfer its data between Wazapin and a Third Party Platform;
- "Wazapin API" means the application programming interface developed and enabled by Wazapin that permits You and Your Users to access and use certain functionality provided by the Wazapin Services subject to this Wazapin Customer Agreement and the Documentation;
- "Wazapin Applications" means Wazapin's web application and/or mobile applications through which the Wazapin Services are provided, including any software contained therein;
- "Wazapin Content" means all data, information and material owned by or licensed to Wazapin and comprised within the Wazapin Services and on the Wazapin Applications, but excluding Customer Data;
- "Wazapin Services" means the customer operations platform, AI agent tools, and related services made available via the Wazapin Applications, including AI-enabled workflows, access to the Wazapin API if applicable and any related materials provided by Wazapin for Your use as part of the Wazapin Services as provided in any Documentation;
- "Confidential Information" means all information (however recorded or preserved) disclosed by a party, whether before or after the Effective Date including any information which is marked as confidential or has otherwise been indicated as being confidential, or (i) information relates to the business, affairs, customers, clients, licensors, suppliers, new products, plans, research, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and (ii) information relating to the operations, processes, product information, ideas, formulas, source code, data, Intellectual Property Rights or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs or in relation to Wazapin, any of its third party licensors;
- "Customer" means a sole trader, corporate entity or organization, other than an Approved Developer, that enters the Wazapin Customer Agreement with Wazapin;
- "Customer Data" means all data, information and material that You and/or Your Users input or upload to the Wazapin Services or transmit through the Wazapin Services and/or any Integration App, including Personal Data. For the avoidance of doubt, Customer Data shall include any data, information and material received from a third party which is shared with Wazapin by means of an Integration App;
- "Data Protection Legislation" means the EU GDPR, European Directive 2002/58/EC, the UK DPA 2018, the CCPA and any other legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of Personal Data and privacy that may exist in any relevant jurisdiction;
- "Developer Program" means an application development program that is provided by Wazapin under which it provides an Approved Developer some or all of the Wazapin Services, subject to the restrictions and limitations as set out in this Wazapin Customer Agreement, within which the Developer may develop an Integration App;
- "Effective Date" means the date on which You gain access to and start using the Wazapin Services and/or accept this Wazapin Customer Agreement, including under any Free Trial or the Developer Program, upon which date the terms of this Wazapin Customer Agreement shall apply;
- "Free Trial" means a potentially limited period during which Wazapin may offer some or all of the Wazapin Services free of any Fees and subject to usage restrictions, as determined by Wazapin in its sole discretion. On expiry of the Free Trial, You will be liable for all Fees set out in the chosen Plan. In the absence of an expiry date of a Free Trial, You may continue to receive some or all of the Wazapin Services until such time as Wazapin (in its sole discretion) requires You to upgrade to a paid-for Plan or removes, suspends or terminates Your access to the Wazapin Services, for any reason and without notice;
2. Provision of Wazapin Services
Wazapin will provide the Wazapin Services to You in accordance with this Wazapin Customer Agreement and the Documentation. We will use commercially reasonable efforts to make the Wazapin Services available 24 hours a day, 7 days a week, except for planned downtime and any unavailability caused by circumstances beyond Our reasonable control.
3. Term
This Wazapin Customer Agreement commences on the Effective Date and continues until terminated in accordance with its terms. Either party may terminate this agreement by providing written notice in accordance with the termination provisions set out herein.
4. Grant of license and scope of authorized use
Subject to Your compliance with this Wazapin Customer Agreement, Wazapin grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Wazapin Services for Your internal business purposes during the term of this agreement.
5. Approval and Publication of Integration App(s)
Where You develop or publish an Integration App, You must comply with the Developer Program requirements and obtain Wazapin's approval prior to publication on the App Marketplace. Wazapin reserves the right to review, approve, reject, or remove any Integration App at its sole discretion.
6. Administrator and Users
You are responsible for maintaining the confidentiality of Your account credentials and for all activities that occur under Your account. You must ensure that all Users comply with this Wazapin Customer Agreement and the Acceptable Use Policy.
7. Invoicing and payment
You agree to pay all Fees associated with Your chosen Plan in accordance with the pricing and payment terms specified at the time of subscription. Failure to pay applicable Fees may result in suspension or termination of Your access to the Wazapin Services.