Grayscale Terms
GREENHOUSE SOFTWARE, INC.
Last Updated: February 1, 2026
These Grayscale Terms (“Grayscale Terms”) supplement the Greenhouse MSA, available at MSA, and are hereby incorporated by reference into the Agreement between Greenhouse and Customer if Customer uses the proprietary texting and automation platform (the “Grayscale Services”) provided by Grayscale Labs, Inc. (“Grayscale”) in conjunction with its use of the Greenhouse Services. For the avoidance of doubt, Grayscale is a Third-Party Service Provider and the Grayscale Services are Resold Third-Party Services. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement. In the event of any conflict between these Grayscale Terms and the MSA, these Grayscale Terms shall control to the extent of the conflict with respect to the subject matter herein.
1. LICENSE GRANT
During the Term, Customer will be granted a limited, non-exclusive, non-sublicensable and non-transferable license to use the Grayscale Services, for the scope and number of seats specified in an applicable Order Form.
2. VALID RIGHTS TO TRANSFER PERSONAL DATA
To the extent that the transfer of Personal Data to Grayscale and the use of Personal Data by Grayscale to provide the Grayscale Services requires disclosure to, or consent from, Customer’s employees, contractors, or prospective employees or contractors, Customer acknowledges and agrees that it is responsible for providing legally compliant disclosure or obtaining legally compliant consent, as applicable, permitting transfer to and use of such personal data by Grayscale.
3. NO REVERSE ENGINEERING
Customer shall not modify, disassemble, reverse compile or otherwise reverse engineer the Grayscale Services, and may not copy, translate or make derivative works of the Grayscale Services. The Grayscale Services are provided as a software-as-a-service subscription, not licensed or sold, and no rights or licenses are granted to Customer except as expressly set forth in the Agreement.
4. NO THIRD-PARTY USE
Customer shall not, and shall not permit any third-party to, rent, lease, sublicense, sell, assign or otherwise transfer the Grayscale Services.
5. PROPRIETARY MARKINGS
Customer shall not, and shall not permit any third-party to, alter, remove or conceal any copyright, trademark or other proprietary notice or disclaimer on the Grayscale Services.
6. GRAYSCALE PROPERTY
Grayscale owns all right, title and interest, including without limitation all intellectual property rights, in and to the Grayscale Services, and all other tools, ideas, concepts, methodologies, processes, and inventions developed by Grayscale, and all modifications, enhancements and improvements to the foregoing, in each case which are not specific to Customer and do not contain data and personal information of Customer.
7. DISCLAIMER OF WARRANTIES
GREENHOUSE MAKES AND CUSTOMER RECEIVES FROM GREENHOUSE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO ANY GRAYSCALE SERVICES, DOCUMENTATION, MAINTENANCE SERVICES OR OTHER PROFESSIONAL SERVICES. GREENHOUSE SPECIFICALLY AND WITHOUT LIMITATION DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GREENHOUSE MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY SOFTWARE OR DATABASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GREENHOUSE DOES NOT WARRANT THAT THE GRAYSCALE SERVICES PROVIDED WILL BE FREE FROM BUGS, DEFECTS OR ERRORS, OR THAT SUCH GRAYSCALE SERVICES WILL BE ACCESSIBLE WITHOUT INTERRUPTION. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY GREENHOUSE OR ANY OF ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, AND CUSTOMER IS NOT ENTITLED TO RELY ON SUCH ADVICE OR INFORMATION.
8. THIRD PARTY SERVICE
These Grayscale Terms supplement the Agreement and the Grayscale Services will be considered a Resold Third-Party Service, as defined thereunder. As such, Customer agrees that its use of the Grayscale Services is subject to Grayscale’s Privacy Policy, which is available at https://grayscaleapp.com/about/privacy-policy/, and will involve additional data subprocessors engaged by Grayscale. In the event that Customer elects to use the Grayscale Services in conjunction with SMS texting, Customer acknowledges and agrees that: (a) Customer is solely responsible for its own compliance with 10DLC registration requirements for texting within the United States and Canada; and (b) Customer is solely responsible for its compliance with any registration requirements in jurisdictions outside of the United States and Canada where it intends to use Grayscale Services with international SMS texting. Customer acknowledges and agrees that SMS registration requirements include Customer’s adoption of SMS-specific customer terms of service and privacy policies, for which Customer shall be solely responsible. Greenhouse and Grayscale shall have no liability for: (x) Customer’s failure to comply with 10DLC registration requirements, to the extent applicable; (y) Customer’s failure to comply with any international SMS texting regulations, to the extent applicable; or (z) any delays in the registration process not directly caused by Greenhouse or Grayscale. Customer also understands and agrees that the Grayscale Services implementation process cannot begin until Customer has submitted all required 10DLC registration materials. In the event that Customer elects to use the Grayscale Services in conjunction with WhatsApp, Customer acknowledges and agrees that it hereby accepts WhatsApp’s Terms of Service, which are attached hereto as Annex 1.
9. ENTIRE AGREEMENT
These Grayscale Terms supplement and form part of the Agreement between Greenhouse and Customer and, together, they contain the entire understanding between the Parties hereto regarding the subject matter hereof and supersede all prior or contemporaneous communications, agreements or understandings with respect to same.
Annex 1
*These terms apply to Customer only in the event that Customer elects to use the Grayscale Services in conjunction with WhatsApp.
WhatsApp Client Terms
1. Acceptance of the Terms. The company set forth in the signature block below (“Client” or “you”) agrees to be bound by the WhatsApp Business Solution Terms (currently available at: https://www.whatsapp.com/legal/business-solution-terms), which incorporates without limitation, the WhatsApp Business Terms of Service (currently available at https://www.whatsapp.com/legal/business-terms/) (collectively, the “TOS”), as varied by these Terms. For clarity, except as expressly stated herein, the TOS applies unchanged and in full force and effect to you. In the event of any conflict or inconsistency between the provisions of these Terms and the provisions of the TOS, the provisions of these Terms will control, but only to the extent of such conflict or inconsistency. Capitalized terms that are not defined below or in the designated places throughout these Terms have the meaning set forth in the TOS.
2. Variations to the TOS and Additional Terms. The TOS prohibits, among other things, distributing, selling, reselling, or renting the WhatsApp Business Solution to third parties, and sharing, transferring, or distributing data obtained from using the WhatsApp Business Solution to third parties. In violation of the TOS, certain Solution Providers and/or Clients have granted ISVs access to the WhatsApp Business Solution (including messages). FB (on behalf of itself and WhatsApp) is offering a program, during the Term, to permit certain Solution Providers and Clients (including you) to grant, and to continue to grant, ISVs access to the WhatsApp Business Solution (including messages) on the condition that (among other things) such Clients comply with these Terms (the “Program”). Accordingly, notwithstanding anything to the contrary set forth in the TOS, solely during the Term, you agree:
2.1. Disclose Existing Client ISVs. If you have already Onboarded one or more Client ISVs on or before the Effective Date, within fourteen (14) days of the Effective Date, you will disclose to WhatsApp (in the format and medium as directed by WhatsApp) details of (a) all existing Client ISVs that you have Onboarded or directed your applicable Solution Provider to Onboard, including the Client ISV’s name, address, and the nature of services provided by such ISV, and (b) such other information as WhatsApp may request.
2.2. Requirements Before Onboarding New Client ISVs. Before Onboarding any new Client ISVs, you must (a) notify WhatsApp and your Solution Provider in writing (in the format and medium as directed by WhatsApp) of the name, address, and the nature of services to be provided by such ISV in connection with your proposed integration; (b) receive our approval in writing (email will suffice) of the proposed Client ISV (which may be granted or withheld in our sole discretion); and (c) provide written evidence to WhatsApp that the Client ISV has satisfied any Compliance Checks we may require (in our sole discretion) and has executed the ISV Terms.
2.3. Compliance Checks and ISV Terms. You will cause all existing, and future (if applicable), Client ISVs to:
(a) submit to any Compliance Checks we may require (in our sole discretion);
(b) enter into a written agreement with you that is consistent with the terms of the Agreement;
(c) execute the ISV Terms and provide WhatsApp with written evidence of execution; and
(d) satisfy all such other requirements as FB or WhatsApp may reasonably request.
You may only Onboard new Client ISVs that we have approved (per Section 2.2 (Requirements Before Onboarding New Client ISVs) above) and that have satisfied the requirements set forth in paragraphs (a) to (d) (inclusive) above. If any existing Client ISV fails, or does not complete all of the requirements set forth in paragraphs (a) to (d) (inclusive) above, you will immediately Off-board such Client ISV, subject to a wind-down period not to exceed thirty (30) days following such failure (to the extent required to ensure that you are not adversely affected by the Off-boarding, as long as such wind-down period is not prohibited under applicable Laws) to assist such Client ISV to migrate you to a Solution Provider or to enable you to assume control yourself (as instructed by you).
2.4. Notification. You must maintain an up-to-date list of all Onboarded Client ISVs including their name, address, the nature of services provided by each Client ISV, the types of User Data you share with such Client ISVs, and such other information as FB or WhatsApp may request, and promptly provide it to WhatsApp within fourteen (14) days of the Effective Date, and at any time WhatsApp requests it. You must also promptly notify your Solution Providers of the Client ISVs (including their name, address, and the nature of services they are providing) that you are using connection with the WhatsApp Business Solution.
2.5. No Resale or Re-Use. You agree that you will not permit any Client ISV to (a) resell the WhatsApp Business Solution or allow third parties to integrate with, access or use the WhatsApp Business Solution (including messages); or (b) use our names and trademarks to promote such Client ISV’s business or in any other way (unless otherwise approved in writing by WhatsApp). You will expressly prohibit such activities under your agreement with the Client ISV.
2.6. Termination of Client ISVs. You agree to immediately Off-board any Client ISVs upon written notice (email will suffice) from FB or WhatsApp, which we may provide in our sole discretion, subject to a wind-down period not to exceed thirty (30) days from the date of such notice (to the extent required to ensure that you are not adversely affected by the Off-boarding, as long as such wind-down period is not prohibited under applicable Laws) to enable such Client ISV to meet its migration obligations under the ISV Terms.
2.7. Responsibility for Client ISVs. As between you and FB or WhatsApp, you are responsible for all acts, omissions and obligations of your Client ISVs, including (a) the Client ISV’s access to or use of the WhatsApp Business Solution, including all information provided therewith (e.g., the acts and omissions of Client ISVs will be deemed your actions or omissions under the Agreement); and (b) the Client ISV’s breach or alleged breach of the ISV Terms or applicable Laws. You agree that your indemnification obligation under the TOS extends to any Claims relating to, arising out of, or in any way in connection with any of the following: (i) any Client ISV’s access to or use of the WhatsApp Business Solution, including information provided in connection therewith; and (ii) any Client ISV’s breach or alleged breach of the ISV Terms or applicable Laws.
3. Anti-Corruption and Trade Compliance. You represent and warrant that you have not engaged in, and covenant that you will refrain from, offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, including cash or a cash equivalent (including “grease”, “expediting” or facilitation payments), discounts, rebates, gifts, meals, entertainment, hospitality, use of materials, facilities or equipment, transportation, lodging, or promise of future employment (“Anything of Value”), directly or indirectly, to or from: (a) (i) any official or employee of any multinational, national, regional, territorial, provincial or local government in any country, including any official or employee of any government department, agency, commission, or division; (ii) any official or employee of any government-owned or -controlled enterprise; (iii) any official or employee of any public educational, scientific, or research institution; (iv) any political party or official or employee of a political party; (v) any candidate for public office; (vi) any official or employee of a public international organization; or (vii) any person acting on behalf of or any relatives, family, or household members of any of those listed above (collectively, “Government Official”) to (1) influence any act or decision of a Government Official in his or her official capacity, (2) induce a Government Official to use his or her influence with a government or instrumentality thereof, or (3) otherwise secure any improper advantage; or (b) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti- corruption Laws, in each case, in connection with your participation in the Program under these Terms. You represent and warrant that you have not made a voluntary or other disclosure to, or received any notice, subpoena, request for information, or citation from, or are aware of any past or present investigation of you by a U.S. or non-U.S. multinational, national, regional, federal, state, municipal, local, territorial, provincial or other governmental department, regulatory authority, commission, board, bureau, agency, ministry, self-regulatory organization or legislative, judicial or administrative body, including any other entities funded in whole or in part by any of the foregoing (“Governmental Authority”) related to alleged violations of any anti- corruption Laws. You acknowledge that U.S. and E.U. trade sanctions Laws are applicable to FB, WhatsApp and the WhatsApp Business Solution and, as such, you represent and warrant that you are not subject to any U.S., E.U., or other applicable trade sanctions or economic restrictions. Notwithstanding any other provision of these Terms or any applicable non-disclosure agreement, WhatsApp may disclose the existence and terms of these Terms, as well as information relating to any probable violation of this Section 3 (Anti-Corruption and Trade Compliance), to any Governmental Authority whenever WhatsApp considers it necessary or prudent to do so.
4. Term and Termination. These Terms become effective on the date accepted and agreed by you below and will continue, unless earlier terminated in accordance with these Terms or the TOS, until the date we, in our sole discretion, make the Program (or some variation or successor thereof) generally publicly available under the TOS (after which only the TOS (unvaried by these Terms) will apply (and you may or may not be permitted to continue using ISVs as permitted under the Program (the “Term”). Without limiting our termination rights under the TOS, these Terms may be terminated by (a) either party with or without cause upon thirty (30) days’ advance written notice to the other party, or (b) by FB with immediate effect if you are in violation of Section 3 (Anti-Corruption and Trade Compliance). Sections 1 (Acceptance of the TOS), 3 (Term and Termination), 4 (Certain Definitions), 5 (Confidentiality), and 6 (Miscellaneous) of these Terms and the provisions of the TOS, will survive any termination or expiration of these Terms.
5. Certain Definitions. Capitalized terms that are not defined below or in the designated places throughout these Client Terms have the meaning set forth in the TOS.
5.1. “Client ISV” means an ISV engaged by you to perform services on your behalf in connection with your use of the WhatsApp Business Solution. For clarity, Client ISV does not include any ISVs that access your messages after you receive such messages (i.e., you, not your Solution Provider, pass the messages to such third-party business);
5.2. “Compliance Checks” means the “know your customer” and other additional screening measures that FB or WhatsApp may reasonably require and notify you in writing (email will be sufficient);
5.3. “Confidential Information” means any and all information disclosed (a) by FB, WhatsApp and/or your Solution Providers to you, or (b) by you to FB, WhatsApp and/or your Solution Providers, in each case, relating to these Terms and the ISV Terms;
5.4. “ISV” means a third-party business (who is not a Solution Provider);
5.5. “ISV Terms” means the terms set forth in Schedule 1 to these Terms;
5.6. “Off-board” means to remove a Client ISV from the technical integration with the WhatsApp Business Solution, cease providing access of any kind to the WhatsApp Business Solution (including messages) to such Client ISV, and terminate your agreement in connection with the WhatsApp Business Solution with such ISV.
5.7. “Onboard” means to enable or permit a technical integration with an ISV and the WhatsApp Business Solution (including messages), and/or give an ISV access to, the WhatsApp Business Solution (including
messages).
5.8. “Solution Provider” means a solution provider that has undergone WhatsApp’s compliance checks and is authorized by WhatsApp to deploy the WhatsApp Business Solution as a service provider on behalf of its Clients and may be described as either “Solution Provider” or “Service Provider” in the TOS; and
5.9. “WhatsApp” means WhatsApp Inc. or WhatsApp Ireland Limited (as applicable).
6. Confidentiality. You acknowledge and agree that any and all Confidential Information, including the existence of these Terms, is Confidential Information of FB and WhatsApp, and subject to the confidentiality obligations set forth in the TOS.
7. Miscellaneous. You agree that any of your acts, omissions or obligations under these Terms (including the TOS) will be deemed to be “access to or use of our Business Services” for the purposes of these Terms (including the TOS) and any reference to “Business Terms” (including “relating to, arising out of, or in any way in connection with ... Company’s breach or alleged breach of these Business Terms”) in the TOS shall be a reference to these Terms (including the TOS). “Including” means “including without limitation.”
