Terms of Service

Effective date: September 10, 2026 · Last updated: September 10, 2026

These Terms of Service govern the use of the Asas Labs platform — including our WhatsApp messaging platform and our SaaS products — by business customers. Please read them carefully before using the service.

1. Parties and Acceptance

These Terms of Service (the "Terms") are a binding agreement between Asas Labs Ltd (Hebrew: אסאס לאבס בע״מ), a private company incorporated in the State of Israel under company number 517341970, with its registered office at 27 Al-Wurud, Tamra 3081100, Israel ("Asas Labs," "we," "us," "our"), and the business entity that registers for, subscribes to, or uses the Service (the "Customer," "you," "your").

You accept these Terms by signing an order form or subscription agreement that references them, by creating an account, by connecting a WhatsApp Business Account to our platform, or by otherwise using the Service. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" means that entity.

If you do not agree to these Terms, do not use the Service.

2. The Service

The "Service" means the software and services Asas Labs makes available to you, which may include:

• Our WhatsApp messaging platform — a technology layer that connects your own WhatsApp Business Account to Meta's WhatsApp Business Platform (Cloud API) so you can send and receive messages, manage templates, and route conversations; and
• Our other SaaS products, including ClinicaOS, Qampus, and QalamSign, each of which may carry additional product-specific terms.

Asas Labs is a Meta-verified WhatsApp Tech Provider. We supply the technology that carries your messages. We are not a party to the messages between you and the people you communicate with, we do not author your message content, and we do not control or endorse it. The relationship those messages create is between you and your recipients.

We may improve, change, or discontinue features of the Service. If we discontinue a material feature you rely on, we will give you reasonable advance notice.

3. Accounts and Eligibility

• The Service is for business use only. It is not offered to consumers, and it is not offered to anyone under 18.
• You must provide accurate, current, and complete registration, business, and billing information, and keep it up to date. Meta requires accurate business information for verification, and inaccurate information can cause Meta to reject or suspend your account.
• You are responsible for your credentials — user accounts, passwords, API keys, and access tokens. Keep them confidential, do not share them, and tell us promptly at admin@asaslabsltd.com if you suspect unauthorised use.
• You are responsible for everything done through your account, including by your employees, contractors, and any application you connect to it.

4. WhatsApp-Specific Obligations

Using the WhatsApp Business Platform through us puts obligations on you that come from Meta, not from us. By using the Service you agree that:

4.1 Compliance with Meta's policies

You will comply, at all times, with the WhatsApp Business Messaging Policy, the WhatsApp Business Terms of Service, the WhatsApp Commerce Policy, and the Meta Platform Terms, each as updated by Meta from time to time. These policies apply to you directly, and they take precedence over anything in these Terms that is inconsistent with them.

4.2 Opt-in

You must obtain and keep valid opt-in from every recipient before messaging them, in the form WhatsApp requires: the recipient must have given you their phone number and agreed to receive messages from you on WhatsApp, and you must be able to evidence that consent. You must honour opt-out requests promptly. Sending messages without opt-in damages your quality rating and can get your account suspended by Meta.

4.3 Your content and templates

You are solely responsible for the content of your messages and message templates, for their accuracy and legality, for any offers you make in them, and for their compliance with the policies above and with applicable consumer protection, advertising, healthcare, financial, and data protection law.

4.4 Meta's control over your account

4.5 WhatsApp messaging charges

Meta charges for WhatsApp messaging — per conversation, per message, or on whatever basis Meta then applies. You pay Meta directly, through the payment method registered on your own Meta Business Account. Asas Labs does not bill you for Meta's WhatsApp charges, does not collect them on Meta's behalf, and does not control Meta's rates, which Meta may change. Our fees under Section 5 are separate from and additional to whatever Meta charges you.

4.6 Ownership of the WhatsApp Business Account

The WhatsApp Business Account, its phone numbers, and its Meta Business Account remain yours. You grant us permission to access and act on them, through Embedded Signup, only to provide the Service. You may revoke that permission at any time by disconnecting the account.

5. Fees and Payment

• Fees for the Service are those set out in your order form, subscription plan, or written quotation. Unless stated otherwise, fees are billed in advance and are non-refundable except where these Terms or the law requires a refund.
• Fees are exclusive of VAT and any other applicable taxes, duties, or withholdings, which you are responsible for paying. Where we are required to collect VAT, it will be added to your invoice.
• Invoices are payable within the period stated on the invoice. We may charge statutory interest on amounts overdue, and may suspend the Service for non-payment after giving you notice and a reasonable opportunity to cure.
• We may change our fees on at least 30 days' written notice, effective from your next renewal term. If you do not accept a fee change, you may terminate at the end of your current term.
• Meta's WhatsApp messaging charges are not covered by our fees — see Section 4.5.

6. Acceptable Use

You will not, and will not permit anyone else to, use the Service to:

• Send spam, bulk unsolicited messages, or messages to recipients who have not opted in or who have opted out;
• Send unlawful, fraudulent, deceptive, defamatory, harassing, threatening, hateful, or obscene content, or content that exploits or endangers minors;
• Sell or promote goods or services prohibited by the WhatsApp Commerce Policy;
• Impersonate any person or business, or misrepresent who you are or who you are affiliated with;
• Infringe intellectual property, privacy, or publicity rights;
• Distribute malware, or attempt to probe, scan, breach, overload, or circumvent the security or rate limits of the Service, of Meta's systems, or of any third party;
• Reverse engineer, decompile, resell, sublicense, or provide the Service to a third party except as expressly permitted; or
• Violate any applicable law, or any Meta policy referenced in Section 4.

We may suspend or restrict the Service immediately, without prior notice, where we reasonably believe it is being used in breach of this Section, where continued operation would expose us or Meta to legal risk or platform enforcement, or where Meta directs us to do so. We will tell you promptly when we do and, where the breach can be cured, work with you to restore service.

7. Data and Privacy

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

• As between you and us, you are the controller of the personal data of your end users — the people you message — and we are the processor. We process that data only to provide the Service and on your documented instructions.
• You are responsible for having a lawful basis to process your end users' data, for obtaining opt-in, for providing them with your own privacy notice, and for responding to their data subject requests. We will assist you with such requests to the extent reasonably possible.
• You must not send us, or process through the Service, categories of data the Service is not designed for, or data whose processing would require safeguards you have not agreed with us in writing.
• Where required, we will enter into a separate data processing agreement with you, which will govern in the event of a conflict with this Section.
• Data we receive from Meta is used only to provide the Service to you, in accordance with the Meta Platform Terms.

8. Intellectual Property

Ours. The Service, our software, interfaces, documentation, trade marks, and all intellectual property in them are and remain the property of Asas Labs and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service during your subscription term, for your internal business purposes, subject to these Terms. All rights not expressly granted are reserved. You get no right to our source code.

Yours. Your data, your message content, your templates, and your trade marks remain yours. You grant us a non-exclusive licence to host, process, transmit, and display that content strictly as needed to provide the Service and as permitted by our Privacy Policy.

Feedback. If you send us suggestions or feedback, we may use them freely to improve the Service without obligation to you.

Third parties. WhatsApp, Meta, and their logos are trade marks of Meta Platforms, Inc. We use them only to identify the platform we integrate with; we do not claim any right in them.

9. Availability and Support

We aim to keep the Service available and to provide support during our normal business hours in Israel, by email at admin@asaslabsltd.com.

We may carry out planned maintenance, and will give reasonable notice where it is likely to interrupt the Service. Emergency maintenance may be performed without notice.

10. Disclaimers, Liability, and Indemnity

10.1 Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available," and we disclaim all warranties not expressly stated in these Terms, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that any particular message will be delivered, approved, or read.

10.2 Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or data, however caused, even if advised of the possibility.
• Our total aggregate liability arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, is capped at the total fees you actually paid us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.
• We are not liable for Meta's acts or omissions, including template rejections, quality rating changes, messaging limit reductions, message delivery failures, price changes, or the suspension or disablement of your WhatsApp Business Account.

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence. These limits do not apply to your obligation to pay fees, or to your indemnity below.

10.3 Indemnity

You will defend, indemnify, and hold harmless Asas Labs, its officers, employees, and contractors against any third-party claim, demand, proceeding, fine, or penalty — and the reasonable legal costs of it — arising out of or relating to: (a) your message content, templates, and campaigns; (b) your failure to obtain valid opt-in or to honour opt-outs; (c) your breach of the WhatsApp or Meta policies referenced in Section 4; (d) your breach of applicable law, including data protection, consumer protection, and advertising law; or (e) your breach of these Terms.

11. Term, Suspension, and Termination

• Term. These Terms start when you first accept them and continue for your subscription term, renewing automatically for successive terms of the same length unless either party gives notice not to renew before the current term ends.
• Termination for convenience. You may terminate at the end of your current term by giving written notice at least 30 days before it ends. Fees already paid for the current term are not refunded.
• Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach that is not cured within 30 days of notice, or becomes insolvent, enters liquidation, or has a receiver appointed.
• Suspension. We may suspend the Service under Section 6, for non-payment under Section 5, or where required by Meta or by law.
• Effect of termination. Your right to use the Service ends, and any outstanding fees fall due.

Your data on termination. For 30 days after termination you may ask us, in writing, to export your data, and we will provide it in a commonly used machine-readable format. After that period — or sooner if you ask — we delete or irreversibly anonymise your account data, stored access tokens, our copies of your message templates, and your message history within 30 days, except for records we are required to keep by law. Billing and accounting records are kept for seven (7) years under Israeli tax and bookkeeping law. Backups are purged on their normal rotation cycle. Access tokens for your WhatsApp Business Account are revoked on disconnection. See our Data Deletion Instructions.

Sections that by their nature should survive termination do so, including Sections 5 (for accrued fees), 7, 8, 10, 11, 12, and 13.

12. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the laws of the State of Israel, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The competent courts of the Haifa District, Israel have exclusive jurisdiction, and both parties submit to that jurisdiction. Nothing prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction.

13. General and Changes to These Terms

• Changes. We may update these Terms. For material changes we will give business customers at least 30 days' notice by email or through the platform, and revise the "Last updated" date above. Changes take effect at the start of your next renewal term, or on the stated effective date for non-material changes. Continued use after a change takes effect means you accept it.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Entire agreement. These Terms, together with our Privacy Policy, any order form, any product-specific terms, and any data processing agreement or SLA, are the entire agreement between us on this subject. In a conflict, a signed order form or DPA prevails over these Terms, and Meta's policies prevail over both where they apply to your use of WhatsApp.
• Severability and waiver. If a provision is held unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of war or hostilities, natural disaster, failures of telecommunications or of third-party platforms including Meta, or governmental action.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices to us go to admin@asaslabsltd.com and to the registered address below. Notices to you go to the contact email on your account.

14. Contact