MASTER SUBSCRIPTION AGREEMENT (MSA)
WABA MARKETING FZ LLC
Effective Date: 01-12-2025
MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (“Agreement”) is entered into by and between:
WABA Marketing FZ LLC, a company incorporated under the laws of the United Arab Emirates, with its registered address at:
Ras Al Khaimah Free Zone
(Hereinafter referred to as “WABA Marketing,” “Company,” “we,” “us,” or “our”)
AND
The Customer identified via online registration, order form, subscription, purchase, or contractual engagement.
(Hereinafter referred to as “Customer,” “Client,” “User,” “Subscriber,” “you,” or “your”)
Collectively referred to as the “Parties.”
1. ACCEPTANCE OF TERMS
1.1 This Agreement becomes binding upon the earliest of:
Customer’s first access or use of the Services,
Customer’s click to “Accept,” “Sign Up,” or equivalent,
Execution of any commercial order, subscription, or digital acceptance form.
1.2 By using the Services, the Customer certifies that:
(a) they are at least 18 years old or are otherwise legally authorized to enter contracts;
(b) if representing an organization, they have full authority to bind the entity; and
(c) Customer has read, understood, and agrees to be legally bound by this Agreement.
1.3 This Agreement governs:
All current and future subscriptions,
All Services purchased by the Customer,
All deliverables provided by WABA Marketing,
All interactions related to WhatsApp Cloud API, Chatbot Automation, and SaaS systems.
2. DEFINITIONS
For purposes of this Agreement:
2.1 “Services” means all products and services provided by WABA Marketing, including:
WhatsApp Cloud API onboarding & technical setup
WhatsApp Business Account integration
Chatbot automation and AI chatbot development
SaaS subscription access
CRM/API integrations
Consulting, support, and technical assistance
Hosting, cloud infrastructure, and platform usage
Digital deliverables, flows, scripts, logic files
Template approval support
WhatsApp messaging management tools
2.2 “Platform” refers to WABA Marketing’s systems, dashboards, APIs, chatbots, automation suite, integrations, and technical ecosystem.
2.3 “WhatsApp Cloud API” means the messaging platform and API infrastructure owned and operated by Meta Platforms Inc.
2.4 “Subscription Fee” means recurring payments required to access the Services.
2.5 “Customer Data” means data submitted by the Customer into the Platform.
2.6 “Deliverables” means all digital assets, chatbot logic, workflows, automations, scripts, integrations, or documentation provided as part of a project.
2.7 “Documentation” means guides, onboarding materials, manuals, or instructions provided by WABA Marketing.
2.8 “Meta Policies” refers to WhatsApp Business Policy, WhatsApp Commerce Policy, WhatsApp Business Platform Terms, and other Meta-imposed rules.
3. SERVICES PROVIDED BY WABA MARKETING FZ LLC
WABA Marketing provides digital communication, automation, and integration tools built on top of WhatsApp Cloud API. Services include, but are not limited to:
3.1 WhatsApp Cloud API Setup & Onboarding
Business Manager support
Phone number onboarding
API token setup
Webhook integration
Template configuration support
3.2 Chatbot Automation (AI & Rule-Based)
Conversational flow design
NLP / GPT-based integrations
Multi-step logic building
CRM/ERP integration
Multi-agent routing
Custom automation scripting
3.3 SaaS Platform Subscription
Dashboard access
User accounts
Hosting & infrastructure
Analytics & logs
Ongoing platform enhancements
3.4 Consulting & Training
Strategy sessions
WhatsApp business communication planning
Meta compliance guidance
Staff training
3.5 Support Services
Technical support (email, WhatsApp, ticket)
Issue resolution
Troubleshooting
Monitoring
3.6 Template Messaging Support
Template category identification
Compliance assistance
Submission guidance
4. ACCESS AND USE OF THE PLATFORM
4.1 Customer Responsibilities
Customer agrees to:
Use the Platform in accordance with UAE laws and Meta policies
Maintain compliance with WhatsApp Business policies
Maintain secure credentials
Ensure accurate configuration at their end
4.2 Prohibited Use
Customer shall not:
Send illegal, unsolicited, or harmful content
Use the Platform to commit fraud, spam, or harassment
Reverse engineer or tamper with the Platform
Access private areas without authorization
4.3 Meta Platform Dependence
The Customer acknowledges that all Services rely on Meta’s infrastructure.
Meta may:
Change API rules, limits, prices
Reject templates
Suspend numbers
Enforce restrictions
WABA Marketing is not responsible for such decisions.
5. WHATSAPP CLOUD API COMPLIANCE
5.1 Customer must comply with all applicable WhatsApp and Meta policies including but not limited to:
WhatsApp Business Policy
WhatsApp Commerce Policy
Cloud API Terms of Use
Template Messaging Guidelines
5.2 WABA Marketing reserves the right to suspend Service if Customer violates any Meta policy.
5.3 WhatsApp may independently suspend access. WABA Marketing is not liable for such actions.
5.4 Customer acknowledges they are responsible for compliance with all WhatsApp category restrictions and template requirements.
6. SUBSCRIPTION FEES, BILLING & PAYMENT TERMS
6.1 Subscription Billing
Subscriptions are charged:
Monthly
Quarterly
Bi-Annual
Annual
Multi-Year (custom)
6.2 Invoices
Payment must be made within:
7 days of the invoice date for new subscriptions
1 day of auto-renewal for active subscriptions
6.3 Taxes
All Fees exclude taxes. Customer must pay any applicable VAT or government charges.
6.4 Usage-based Charges
WhatsApp conversation charges are billed separately based on Meta’s published rates.
6.5 Changes in Pricing
Meta may change pricing without notice. Customer agrees to pay updated rates.
6.6 No Withholding
Customer may not withhold or offset payments.
7. NO-REFUND POLICY
(Full legally binding non-refundable clause)
7.1 ALL PAYMENTS ARE NON-REFUNDABLE
All Subscription Fees, Setup Fees, Integration Fees, Development Fees, Meta-related Fees, chatbot automation work fees, and service payments are strictly non-refundable, including:
Partial months or years
Unused time
Early termination
Customer-side technical issues
Change of mind
Failure to complete verification
CRM/ERP incompatibility
Template rejections
WhatsApp account suspension
7.2 No Refund for WhatsApp API Rejections
WABA Marketing does not control:
Template approvals
Business verification
Number bans
Meta compliance decisions
Refunds will not be provided.
7.3 No Refund for Non-Use
Customer’s failure to use the Service does not constitute a basis for refund.
7.4 No Refund for Development Work
All development hours, flows, logic, scripts, integrations, and custom work are non-refundable.
7.5 No Refund for Upgrades or Downgrades
Payment differences are not refunded.
7.6 No Refund After Cancellation
Cancellations only stop future renewals; previously paid amounts remain final.
8. TERMINATION
8.1 Customer-Initiated Termination
Customer may terminate by emailing an official cancellation request.
8.2 Company-Initiated Termination
WABA Marketing may terminate due to:
Non-payment
WhatsApp policy violations
Misuse of the Platform
Illegal activities
Abuse, harassment, or malicious use
8.3 Effects of Termination
Upon termination:
Access is revoked
Data may be deleted
No refund will be issued
Outstanding amounts remain payable
8.4 Survival
Clauses on payment, liability, warranties, IP rights, and no-refund policy survive termination.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 WABA Marketing owns all IP related to:
Platform
Software
Automation frameworks
Chatbot logic created by WABA
Documentation
Scripts and tools
9.2 Customer receives a limited, non-exclusive, non-transferable license to use the Platform during the subscription period.
9.3 Customer may not:
Copy
Modify
Decompile
Resell
Redistribute
Reverse engineer any WABA assets
10. CUSTOMER DATA & PRIVACY
10.1 WABA Marketing processes Customer Data solely to provide the Services.
10.2 Customer retains ownership of Customer Data.
10.3 Data transfers may occur through:
Meta servers
Cloud hosting providers
Third-party tools integrated by Customer
10.4 Customer is responsible for complying with applicable data laws.
11. CONFIDENTIALITY
11.1 Both Parties must protect each other's confidential information.
11.2 Exceptions:
Publicly available information
Independently developed knowledge
Legally required disclosures
12. SUPPORT & SERVICE LEVELS (SLA)
Three support tiers included depending on subscription:
Standard (email & ticket)
Priority (email, WhatsApp, faster resolution)
Enterprise (dedicated account manager)
SLA details are provided in Exhibit B.
13. WARRANTY DISCLAIMER
13.1 Services are provided “as-is”.
13.2 WABA Marketing does not guarantee:
100% uptime
Meta/WhatsApp system availability
Template approval
Business verification
Delivery of messages
Absences of bugs
13.3 Customer uses the Platform at their own risk.
14. LIMITATION OF LIABILITY
To the maximum extent permitted by UAE law:
14.1 WABA Marketing is not liable for:
Loss of profits
Loss of data
Business disruption
WhatsApp API outages
Meta restrictions
Customer misconfiguration
14.2 Aggregate liability shall not exceed the amount paid by Customer in the last 3 months.
15. INDEMNIFICATION
Customer agrees to indemnify WABA Marketing for all claims arising from:
Customer misuse
Policy violations
Illegal or harmful content
Third-party disputes
WhatsApp compliance breaches
16. FORCE MAJEURE
Neither Party is liable for failure due to:
Natural disasters
War
Government actions
Meta outages
Internet failures
Cyberattacks
Pandemics
17. GOVERNING LAW & DISPUTE RESOLUTION
17.1 Governing Law:
United Arab Emirates law.
17.2 Jurisdiction:
Courts of Dubai, UAE.
17.3 Dispute Resolution:
Parties will first attempt amicable resolution before legal action.
18. AMENDMENTS
WABA Marketing may update this Agreement at any time. Continued use constitutes acceptance.
19. ENTIRE AGREEMENT
This Agreement, including all Exhibits and Policies, constitutes the entire understanding between the Parties.
20. CONTACT INFORMATION
For legal or support inquiries:
WABA Marketing FZ LLC
Email: info@waba.ae
Address: AL Hamra Free Zone Ras Al Khaimah - UAE
Phone: +97144462016