SMS & WhatsApp Messaging Service Agreement
A binding agreement between Vibrate and the customer for the use of SMS and WhatsApp messaging services
Parties to the Agreement
The Company: Lightup Software Services, operator of the Vibrate platform ("Vibrate" or "the Company")
The Client: The user of the service
Contact: [email protected] | [email protected] | 050-635-3556
Contract Period and Service Termination
Agreement Period
Either party may terminate this agreement at any time by providing 30 days' prior written notice to the other party. The agreement shall remain in force unless either party provides notice of termination.
Service Termination
"Vibrate" may disconnect and/or terminate the service to the customer at any time and/or transfer information relating to them, if required by the cellular operator and/or Meta (the operator of WhatsApp) and/or by court order and/or legal requirements and/or if the customer violates their obligations under this agreement and/or its appendices.
"Vibrate" shall not bear any liability for disconnection or termination of service under this section, and such disconnection or termination shall not relieve the customer from any obligation under this agreement, until the date of disconnection.
Spam Law Protection
"Vibrate" may terminate the service to the customer immediately and without prior notice in the following cases:
- Violation of the Communications Law (Telecom and Broadcasting), 1982 or spam regulations
- Sending messages without documented consent of recipients
- Receiving repeated complaints from the Authority for Computerized Services
- Any activity that may jeopardize the company's license or standing with authorities
Limitation of Liability and Service Restrictions
It is clarified to the customer that service quality depends on additional factors beyond "Vibrate's" control, including the cellular operator, Meta's WhatsApp Business platform, communication quality and coverage, end equipment quality, services of others to/from which the service operates, and/or providers of services on the network, power outages, computer equipment failures, etc.
General Limitation of Liability
The cellular operator and/or Meta and/or "Vibrate" and/or its owners and/or managers and/or employees, and/or on their behalf shall not be liable for any loss and/or expense and/or damage, including special, indirect, foreseeable or consequential damage, caused to the customer and/or on their behalf and/or to the subscriber regardless of cause, including as a result of provision or non-provision of the service, its limitation, suspension, or disconnection, or its quality, and/or in connection with sending SMS and/or WhatsApp messages, their timing, content and results and/or termination of service in accordance with the provisions of this agreement.
"Vibrate's" liability under this agreement is limited to direct damages only, caused to the customer only, as a result of "Vibrate's" breach of this agreement.
Absolute Limitation of Liability
"Vibrate" shall not be liable in any case for any damage, loss or expense arising from:
- Violation of spam or communication laws by the customer
- Fines or sanctions imposed on the customer by authorities
- Damage to reputation or goodwill of the customer
- Loss of customers or revenue due to service termination
- Any indirect or consequential damage related to use of the service
WhatsApp Messaging Service
The WhatsApp messaging service is provided through Meta's WhatsApp Business Platform. Use of this service is subject, in addition to the provisions of this agreement, to the terms and policies of Meta and WhatsApp, including the WhatsApp Business Messaging Policy, as updated from time to time, and the customer undertakes to comply with them.
It is clarified that Meta may, at its sole discretion, reject or disqualify message templates, limit sending volume or rate, block numbers or accounts and/or discontinue the service, and "Vibrate" shall bear no liability for such actions or their consequences.
WhatsApp Business Services
WhatsApp services are provided through the WhatsApp Business Platform (Cloud API) operated by Meta Platforms, Inc. ("Meta"). This section applies in addition to the rest of the agreement, and in any conflict between this agreement and Meta's terms and policies, Meta's terms prevail.
The Parties' Standing With Meta
Vibrate acts as a technology provider (Tech Provider) connecting the customer to Meta's WhatsApp Business Platform. Vibrate does not own or control the platform and cannot guarantee its availability, its performance, or Meta's decisions regarding it. The customer confirms having read and agreed to the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy and the WhatsApp Commerce Policy, as updated from time to time.
WhatsApp Business Account and Phone Number
- The WhatsApp Business Account (WABA) and the phone number connected to it belong to the customer. The customer confirms that the number is registered in its name and that it is entitled to use it for sending messages.
- Registering a number on the WhatsApp Business Platform disconnects it from the regular WhatsApp app; restoring it requires a separate process with Meta.
- Display Name approval and Business Verification are performed solely by Meta at its discretion. Vibrate makes no commitment as to their approval, their outcome, or their timelines.
- Upon termination, the customer may request to migrate the WABA and the phone number to another provider, subject to Meta's processes and to settlement of any outstanding balance. Vibrate does not undertake to retain message history beyond the period stated in the privacy policy.
Explicit Opt-in for the WhatsApp Channel
In addition to the consent required under section 4.2 below, Meta requires separate and explicit consent to receive messages on the WhatsApp channel. The customer undertakes that:
- Consent was collected from the recipient directly, in the channel where the number was provided, and explicitly states the business name and the fact that WhatsApp messages will be sent.
- No purchased lists, lists scraped from public sources, or lists transferred from a third party will be used.
- Consent is documented (date, channel and exact wording) and will be produced to Vibrate or to Meta upon request.
- Every removal request - including a "STOP" message, blocking the number, or a report by the recipient - will be honored immediately and no later than within 24 hours.
The 24-Hour Customer Service Window
Meta permits free-form messages only within a 24-hour window from the last message sent by the user. Outside that window, only message templates pre-approved by Meta may be sent.
A message sent in breach of this rule will be rejected by Meta. Vibrate bears no liability for non-delivery of messages rejected for this reason.
Template Approval and Categorization
Every message template requires Meta's prior approval and is categorized by Meta as Marketing, Utility or Authentication. Meta may, at its sole discretion:
- Reject, suspend or revoke approval of a template at any time and without prior notice.
- Change a template's category - a change that directly affects the cost of sending.
- Limit or block delivery of marketing templates to recipients in certain countries, categories or volumes.
The customer is responsible for ensuring that template content matches Meta's policy and the selected category. Using a Utility or Authentication template for marketing purposes is a fundamental breach of this agreement.
Quality Rating and Messaging Limits
Meta assigns each phone number a Quality Rating based on blocks, reports and complaints from recipients, and sets a corresponding Messaging Limit capping the number of unique recipients per day. A drop in quality rating may lead to a lower tier, suspension of the number, or its blocking.
Responsibility for maintaining the quality rating rests solely with the customer. Vibrate may restrict, suspend or stop sending from an account whose quality rating has dropped, in order to protect its other customers and its standing with Meta.
Pricing and Billing
Charges for WhatsApp messages derive from Meta's price list, which varies by message category and recipient country and may be updated by Meta from time to time. Vibrate may update service prices in line with changes to Meta's price list, upon 7 days' prior notice. Messages rejected by Meta are not charged; messages delivered but not read are charged in full.
Suspension or Termination Initiated by Meta
Meta may, at any time and for any reason, suspend or block an account, number or template, throttle sending, or discontinue the service entirely. Vibrate will pass on the relevant information in its possession and provide reasonable assistance, but bears no liability whatsoever for Meta's actions or their consequences, including lost revenue, reputational harm, or interruption of a campaign.
Information Transferred to Meta
To provide the service, recipients' phone numbers, message and media content, delivery and read data, and WABA account details are transferred to Meta. Meta processes this information as an independent controller under its own privacy policy, including transferring it outside Israel. The customer is responsible for informing recipients of this in its own privacy policy. Full details appear in Vibrate's privacy policy.
Obligations of the Parties
General Obligations
The customer undertakes to act in accordance with the provisions of this agreement including, but not limited to, the content rules detailed in Appendix A and to comply with all legal requirements.
Explicit Consent
The customer undertakes to send messages only to subscribers who have given explicit, prior written consent to receive the service from the customer. The consent must be documented and kept by the customer for at least 3 years and presented to "Vibrate" upon request.
Privacy Protection
The customer undertakes to obtain explicit written consent from any third party to whom they send messages, under this agreement, for the collection of information about them by the customer and storage of the information on Vibrate's servers. It is clarified that the customer is the owner of the information and not Vibrate, and the customer shall comply with the Privacy Protection Law 1981 and regulations enacted thereunder regarding registration of databases and information security, as well as the Communications Law (Telecom and Broadcasting) 1982 and spam regulations.
Reporting and Documentation Obligations
The customer undertakes:
- To document every consent given to receive messages, including date, time and method of consent
- To honor every request for removal from the mailing list within 24 hours
- To report to "Vibrate" any complaint received regarding messages sent
- To maintain an active and accessible opt-out system in every message
- Not to send more than 3 marketing messages to the same number per week (unless explicit consent for higher frequency was obtained)
Data Storage
It is clarified that as part of providing the service and in order to enable the service, Vibrate is required to store information generated as a result of providing the service on servers. Without derogating from the provisions of this agreement and/or any law, there is an absolute prohibition on Vibrate using information stored on its servers in any manner or form, including, but not limited to, modifying the information, disclosing it, delivering it or transferring it to another party and/or performing any other action with it of any kind. It is clarified that Vibrate does not serve as a "holder" as defined in the Privacy Protection Law and the obligations applicable to a holder under the Privacy Protection Law do not apply to it.
Exclusive Responsibility[Extension of Customer Liability]
The customer shall be solely liable for any loss, damage or expense caused to "Vibrate" and/or the cellular operator and/or Meta and/or the subscriber and/or third parties due to any act and/or omission in connection with the service, and including in connection with the information provided in the service and/or due to any action in violation of any legal provision, including but not limited to, the Communications Law (Telecom and Broadcasting) 1982, spam regulations, Privacy Protection Law 1981, and regulations enacted thereunder and/or the provisions of this agreement.
Compensation and Reimbursement
The customer shall be liable for any claim, lawsuit and/or other demand of any third party, including the Authority for Computerized Services, Ministry of Communications, or any other authority, against Vibrate arising directly or indirectly from providing the services under this agreement, and shall compensate and indemnify Vibrate immediately upon its first demand, for any damage, loss, out-of-pocket expense and/or other expense, including legal costs, fines, sanctions and legal consulting costs.
Legal Expenses
The customer shall indemnify Vibrate for the full costs and expenses of Vibrate in any case where Vibrate is required to provide a response and/or conduct any proceeding and/or inquiry and/or perform any action with a competent authority due to the customer's use and/or manner of use of the service.
If any damage is caused to Vibrate, the right to sue the customer in the customary courts for all damage caused to it shall be granted.
General Provisions
General Provisions
This agreement alone governs the terms applicable to the provision of the service
Vibrate's records shall serve as prima facie evidence
The service is personal and non-transferable
Vibrate may contact the customer with promotional offers
Vibrate commits not to use distribution lists
Immediate removal of subscribers who requested to be deleted
Courts in the Tel Aviv-Jaffa district
Legislation Updates
In the event of a change in relevant legislation (including spam regulations), Vibrate may update the agreement terms with 7 days' notice. Non-agreement to an update shall constitute grounds for termination of the agreement.
Appendix A - Content Rules
Strictly Prohibited Content
Violation of any of the following rules will result in immediate service termination
Copyright and Trade
- Material that infringes proprietary rights
- Copyright or trademark infringement
- Trade secrets
- Commercial torts
Offensive Content
- Defamation and invasion of privacy
- Pornographic or sexual content
- Racist or offensive content
- Information about minors
Harmful Technical Content
- Viruses and malicious software
- Trojan horses and worms
- Harmful applications
- Password cracking
Illegal Content
- Encourages criminal activity
- Misleads consumers
- Spam (SPAM)
- Content prohibited by law from publication
WhatsApp-Specific Restrictions
In addition to the above, the WhatsApp Commerce Policy prohibits marketing, selling or promoting:
- Alcohol, tobacco, smoking products and e-cigarettes
- Drugs, medication, medical products and regulated supplements
- Weapons, ammunition, explosives and hazardous materials
- Gambling, real money games and lotteries
- Sexual content, products or services
- Currency, securities, cryptocurrencies and regulated financial products
- Live animals, body parts and bodily fluids
- Job offers, multi-level marketing (MLM), and deceptive or fraudulent offers
This list is not exhaustive and is updated by Meta from time to time. The customer is responsible for reviewing the current WhatsApp Commerce Policy before sending messages.
Special Obligations
- Sender field: Only real numbers registered under the customer's name
- Content supervision: Vibrate may review and reject messages
- Exclusive responsibility: The customer is responsible for the content and style of all messages
Vibrate
Lightup Software Services
Last updated: 30/07/2026