Sapiens Technologies Sdn. Bhd. (“Waapy”, “we,” “us”, or “our”) Provides a Software as a Service (SaaS) based “Conversation Cloud”, named ”Waapy Platform” or “Waapy Solution” or “Waapy Chat Platform” or “Waapy Engage Platform” that allows our customers to store, manipulate, analyse and transfer messages between their business systems and their customers on Waapy – provided and third party messaging channels (the “Service”). A “Customer” is an entity with whom Waapy has an agreement to provide the Service.
This Terms of Service (the “Agreement”) is an agreement between the Customer and Waapy, together the “Parties” and each, a “Party”, and is entered the date the Customer signs up for a Waapy account through the Waapy website or the date specified on the Service Agreement. (the “Effective Date”).
If you register for a Waapy account, 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 Customer before proceeding.
BY USING ANY ELEMENT OF THE WAAPY SOLUTION (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 IN ACCORDANCE WITH SECTION 15. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE WAAPY SOLUTION, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO WAAPY THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE WAAPY SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO WAAPY THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
License to Waapy API. Subject to Customer’s compliance with the terms and conditions of this Agreement, Waapy grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the Waapy API solely (i) to enable the Customer Application to interoperate with the Waapy Platform or (ii) for developing or enabling Custom-Integrated Business Applications that will only be used by Customer to interoperate with the Waapy Platform in accordance with the terms of this Agreement and any other policies and guidelines published by Waapy from time to time.
Waapy expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Waapy Solution (or any part thereof) and any other materials or content provided by Waapy under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “Waapy Property”), in each case, subject to the license rights expressly granted under Section 2, 3. All right, title and interest in the Waapy Property will remain with Waapy (or Waapy’s third party suppliers, as applicable). For greater certainty, the Waapy Property is licensed and not “sold” to Customer.
Customer shall retain all right, title, and interest to any modifications, extensions, or derivative works of the Waapy SDKs that Customer develops or has developed on its behalf (such modifications, extensions or derivative works, the “Customer Derivative Works”). The preceding does not prevent Waapy from exploiting any Waapy Property, including any independently developed future developments, modifications, adaptations, changes, derivative works or new works, even if the preceding is similar or functionally identical to the Customer Derivative Works. Accordingly, Customer will not assert, whether directly or indirectly, any of its intellectual property rights in or to the Customer Derivative Works against Waapy or any customers or clients of Waapy.
Customer acknowledges and agrees that Waapy may store, use, reproduce, modify, and transfer to its subcontractors, Customer Data, including Personal Data, solely in connection with delivering the Services under this Agreement. Customer further acknowledges and agrees that Waapy may store, use, reproduce, modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. Customer agrees to cause any Administrative User, Customer’s Client, and Chat Participant to agree to the same terms as this Section 6.
Customer will generally have access to Waapy’s technical support from 10:00 am to 7:00 pm GMT+8 on weekdays (other than holidays observed by Waapy) through email or WhatsApp support.
The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 5 (Reservation of Rights), Section 6 (Waapy’s Right to Use Customer Data), Section 110 (Fees), Section 11 (Confidential Information), Section 12 (Warranty; Disclaimer; Indemnity), Section 13 (Limitation of Liabilities, Section 15 (Survival) and Section 16 (General Provisions).