Last Revised: December 19, 2022
Crenative AGR Technology Ltd. (“we”, “our”, “us”, “Whizzco” or the “Company”) welcomes you (the “User(s)”, or “you”) to use our online platform and website available at: whizzco.com (the “Platform”, “Website” and collectively the “Service/s”) either as Customers (as defined below) or as Website user. Users may use the Service in accordance with the terms and conditions hereunder.
Please read carefully: By entering to, and/or by using the Service, and specifically by registering and/or by opening an account in the Services (“Account”), you acknowledge that you have read and understood the following terms of use, including the terms of our Privacy Policy available at: www.whizzco.com/privacy (collectively, the “TOUs”), and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Service and you acknowledge that these TOU constitute a binding and enforceable legal contract between the Company and you. IF YOU DO NOT AGREE TO THESE TOU, PLEASE DO NOT ENTER, USE OR ACCESS THE SERVICE.
The Service offers to publisher websites (“Customers”) a tag to be implemented in the Customer’s website (“Tag”), which allows Customer to employ more than one Supply Side Platform (SSP)/content provider (“Content Provider”). By using machine learning technology, the Tag aims to optimize the choice of Content Providers, as the Tag automatically and simultaneously analyzes several Content Providers’ efficiency.
WhizzCo offers two different models for the provision of the Services:
In order to use the Services, you must register and create an Account. When you create an Account with us, you represent and warrant that you are over the age of 16, that you are of legal age in your jurisdiction to form a binding contract, that you possess the legal authority and capacity to enter into these TOU and to form a binding agreement under any applicable law, to use the Services in accordance with these TOU, and to fully perform your obligations hereunder. You represent and warrant that the information you provide us is accurate, complete, and current at all times and that you are legally authorized to disclose such information to us. Inaccurate, incomplete, fraudulent or obsolete information may result in the immediate termination of your Account.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer, mobile device and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or password. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of the Company. You must notify us immediately of any unauthorized use of your Account or any other breach of security, and in such event you must change your password immediately via the settings in the Platform. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms (i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these TOU, or for any unauthorized use of your password or Account or any other breach of security).
If you wish to cancel and remove your Account, you may do so only if you are not under a paid subscription, in which case please use the applicable functionality within the Platform or send us an email of your request to: hello@whizzco.com. Your Account will terminate within a reasonable time period following your request, and from that date of termination you will no longer be able to access your Account.
Cancelling your account may cause the loss of certain information you provided to us (including documents you uploaded as part of your use of the Vault service) and/or the capacity of your Account. We do not accept any liability for such loss.
In order to use the Services, you acknowledge and agree that you will be required to provide the Company with certain information, including personally identifiable information. You expressly acknowledge and agree that in order for the Company to provide the Services, the Company may have to access and/or use the information you provided to the Company. A comprehensive explanation regarding the information that we collect from our Users appears in our Privacy Policy.
In consideration of the use of the Platform and the provisions of the Services by the Company, the Company shall be entitled to receive from the Customer a certain fee or a certain share or the revenues (respectively to the Service model chosen), as agreed upon between the Customer and the Company, either as presented by the Company in the Platform or directly between the parties under an executed order that incorporates these TOU (respectively the “Fees” and an “Order”).
The term and termination of this agreement shall also be agreed upon between the parties either through the Platform or through an Order (the “Term”).
In the event Company determines that Customer has engaged in Non-Acceptable Practices or otherwise if any advertiser notifies the Company that Customer engaged Non-Acceptable Practices, or in the event that Customer failed to maintain and implement the Tag in the Customer’s website specified in the relevant Order for the entire duration of the Term, Company shall be entitled to irrevocably setoff, withhold and confiscate any payment amount that Company otherwise owes to Customer.
There are certain conducts which are strictly prohibited in our Service. Please read the following restrictions carefully. Your failure to comply with the provisions set forth may result herein (at Company’s sole discretion) in the termination of your access to the Platform and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf: (a) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the content of our Services (the “Content”), in any way or publicly display, perform, or distribute them; (b) make any use of the Content on the Service for any purpose, or replicate and/or copy the Content without the Company’s prior written consent; (c) create a browser or border environment around the Company’s Content (no frames or inline linking); (d) interfere with or violate any other Platform visitor’s or Customer’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or Customers of our Services without their express consent, including using any “robot”, “spider”, site search app or of any part thereof, including the Company’s data bases, or retrieval application or parts thereof, including data index, or other manual or automatic device or process to retrieve, index, or data-mine; (e) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (f) transmit or otherwise make available in connection with the Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (g) interfere with or disrupt the operation of the Services, or the servers or networks that host the Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (h) sell, license, make non-personal use, or exploit for any commercial purposes any use of or access to the Content of the Services without the explicit consent of the Company, including the use of any Content therein; (i) frame or mirror any part of the Services without the Company’s prior express written authorization; (j) create a database by systematically downloading and storing all or any of the Content from the Service; (k) forward any data generated from the Services without the prior written consent of the Company; (l) to transfer and/or assign the Customer’s Account’s password, even temporary, for third party; or (m) use the Services for any illegal, immoral or unauthorized purpose.
The Customer warrants and guarantees that (A) the Customer’s Site shall not include (i) any content that may encourage clicks on third party’s Published Content (as defined below), with offers of cash, prizes or anything else of value in exchange for clicks; (ii) content, criteria, data, or a design that encourages or is reasonably likely to lead to accidental or unintended clicks by a Customer on any third party Published Content; (iii) any content that may cause damage or impairment to the Company or the Services; (iv) any obscene, defamatory, infringing, illegal, deceptive, pornographic, gambling–related or hateful content; (v) any content that contains “virus”, “Trojan Horse”, “worm”, “disabling”, “lock out” or any other malicious code as such terms are understood in the computer industry or (vi) any content that is not in full compliance with the rules and guidelines of prevalent advertising networks (“Advertiser Guidelines”) or (B) that the User (i) shall not engage in any fraudulent practices, and (ii) has never been and shall never be in breach of the Advertiser Guidelines (collectively “Non-Acceptable Practices”).
Customer further warrants and guarantees that in accordance with the obligations set forth in the Privacy Policy, it has requested and obtained all applicable consents and permissions from its end-users and has all right and authority to transfer to, allow access to and use such end-user’s data by the Company in accordance with applicable laws.
The Company respects your privacy and is committed to protect the information you share with it. We believe that you have a right to know our practices and our procedures regarding the information the Company collects and uses when you use the Services. The Company’s privacy policy, and practices and the type of information collected are described in our Privacy Policy, available here: www.whizzco.com/privacy.
Both parties agree that they will not make any announcement or issue any publicity in connection with this TOU and the provision of the Services without the other party’s prior written consent to such announcement or publicity.
The Company solely and exclusively retain all right, title and interest, including all Intellectual Property rights, in and to the Services and Tag. The Company is granting you with a limited, personal, not exclusive, non-assignable, not-tradeable license, which cannot be used in order to issue sub-licenses and that can be canceled completely, to (i) use the Services and (ii) to use, install, and integrate the Tag, all subject to the TOU. These TOU do not entitle you with any right in the Platform, the Website or the Tag or in connection thereto, rather than a limited right to use it according to the TOU. The Company’s marks and logo and all other proprietary identifiers used by the Company in connection with the Services (the “Company Trademarks”) are all trademarks and/or trade names of the Company, whether they are registered or not. All other trademarks, trade names, identifying marks and logos might appear in the Services belongs to their right owners (“Third Party Trademarks”). No right, license, or interest to the Company Trademarks or Third-Party Trademarks is granted hereunder, and therefore you will avoid using any of those marks unless such use was specifically authorized in the TOU. The Services, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Service), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered or not (collectively, “Intellectual Property”), are owned and/or licensed to the Company and subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company’s proprietary rights, including the Company’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the TOU.
You are hereby prohibited from removing, separating, deleting disconnecting from the Content any and all copyright notices, restrictions and signs indicating proprietary rights of the Company or its licensors, including [®], copyright mark [©] or trademark [™] contained in or accompanying the Content included in the Services, and you represent and warrant that you will abide by all applicable laws in this respect.
To the extent you provide any feedback, comments or suggestions to the Company regarding the Services (the “Feedback“), the Company shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to use such Feedback for any purpose, all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed non-confidential.
Without derogating from the foregoing, the Customer hereby grants the Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Customer data that has been anonymized and that cannot be used to identify or otherwise understood to be related to the Customer, for the purpose of internal research or otherwise improving or enhancing the Services (or any part thereof).
Our Services’ availability and functionality depend on various factors, including third-party services, such as communication networks. The Company does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be error-free.
The Company reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or the Content included in our Services.
THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, EXPLICITLY NOR IMPLICITLY, INCLUDING SERVICES PROVIDED BY THIRD PARTIES AND/OR VENDORS OR THE RESULTS OF THE USE OF THE SERVICES OR THE TAG OR WITH RESPECT TO ANY TEXT, RICH MEDIA, GRAPHICS, PHOTOS, VIDEO AND/OR AUDIO MATERIAL OR COMBINATION THEREOF, AND ANY OTHER CREATIVE CONTENT PUBLISHED ON CUSTOMER’S SITE (THE “PUBLISHED CONTENT”). THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IT WAS CAUSED CONSEQUENTLY OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING THE TAG AND HELP THAT ARE PROVIDED OR SOLD BY THIRD PARTIES, INCLUDING VIA THE SERVICES OR ANY OTHER INFORMATION EMERGING FROM USING THE SERVICES, WHETHER OR NOT THE COMPANY HAD INFORMED THE CUSTOMER OF SUCH POSSIBLE DAMAGE.
THE SERVICE, INCLUDING WITHOUT LIMITATION THE TAG AND ANY CONTENT AVAILABLE ON THE SERVICES IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THE COMPANY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT AVAILABLE ON THE SERVICES OR WITH RESPECT TO THE PUBLISHED CONTENT. THE USE OF THE SERVICES, THE CONTENT IS ENTIRELY AT YOUR OWN RISK AND THE COMPANY SHALL HAVE NO LIABILITY RELATING TO SUCH USE.
THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS.
YOUR USE OF THE SERVICES (INCLUDING THE WEBSITE, THE PLATFORM, THE CONTENT AVAILABLE THEREIN) AND YOUR RELIANCE ON ANY INFORMATION AVAILABLE TO YOU AS PART OF THE SERVICES (INCLUDING ANY MATERIALS, ADVICE OR RECOMMENDATIONS PROVIDED TO YOU) IS ENTIRELY AT YOUR OWN RISK. THE COMPANY SHALL NOT BE LIABLE FOR ANY RECOMMENDATIONS PROVIDED THROUGH USE OF THE SERVICES OR BY ANY OF ITS REPRESENTATIVES.
IN NO EVENT SHALL THE COMPANY, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, THE APPLICATION, THE CONTENT, THE PUBLISHED CONTENT, THIRD PARTY PUBLISHED CONTENT AND THE HELP PROVIDED OR SOLD BY OTHER USERS OR THE USE OR INABILITY TO USE THE SERVICES, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF THE COMPANY TO PERFORM UNDER THESE TOU, ANY OTHER ACT OR OMISSION OF THE COMPANY BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ITS CHOICE OF CONTENT PROVIDER, INCLUDING BUT NOT LIMITED TO ITS PRIVACY PRACTICES, AS SUCH ARE DEMONSTRATED IN CONTENT PROVIDERS’ PRIVACY POLICIES.
OUR AGGREGATE LIABILITY TO YOU FOR ALL LOSSES OR DAMAGES RELATED TO THESE TOU OR TO YOUR USE OF OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, WILL NOT EXCEED THE GREATER OF THE FEES WE RECEIVED FROM YOU FOR OUR SERVICES THAT ARE SUBJECT TO THE CLAIM DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGES AROSE OR USD$100. IF THERE IS A LAW THAT LIMITS HOW THE LIMITATION OF LIABILITY IN THIS SECTION APPLIES TO YOU, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
OUR PRICES ARE SET BASED ON LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES IN THIS SECTION. YOU ACKNOWLEDGE THAT THEY WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.
IF THE USER IS DISSATISFIED WITH THE SERVICES, THE CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR ANY OF THE TERMS OF THE SERVICES, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES SUBJECT TO THE TERMS OF TERMINATION IN THE RELEVANT ORDER. THIS REMEDY IS INTENDED TO BE THE SOLE AND EXCLUSIVE REMEDY UNDER THESE TOU.
You agree to defend, indemnify and hold harmless the Company from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of the Services and/or the Tag; (b) your violation of any term of these TOU; (c) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Services and/or the Tag (including your violation of any third party rights); and (d) any claim for financial remedies or other compensations due to a decision that was taken or not taken or any action that was made or not made based on the Content, output or any other data resulting from the use of the Services.
The Company may change the TOU from time to time, at its sole discretion and without any notice, and therefore requests all its Users to re-visit this page often. We will notify you regarding substantial changes of these TOU by changing the link to the TOU in the Service and/or by sending you an e-mail regarding such changes to the e-mail address that you provided during registration. Such substantial changes will take effect seven (7) days after such notice was provided on the Services or sent via email. Otherwise, all other changes to these TOU are effective as of the stated “Last Revised” date and your continued use of the Services the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
At any time, the Company may terminate the provision of the Services and/or temporarily or permanently limit your access to our Services, delete any information from the Services, or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein, without giving any prior notice. Such actions by the Company may be taken if the Company deems, at its sole discretion, that one (or more) of the following events has occurred: (a) you have breached any of these TOU in any manner; (b) there is a risk to the security or privacy of your Account; (c) there is a threat to the security or integrity of our network or our servers; (d) suspension is needed to protect the rights, property or safety of the Company, its Users or the public; (e) there is a basis for termination of your Account including as a result of you engaging in Non-Acceptable Practices; or (i) we are required under the law to do so. We may provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, at our sole discretion, that the reason for the suspension of access to your Account has been resolved, we will restore access to your Account.
You agree and acknowledge that the Company does not assume any responsibility with respect to, or in connection with the termination of our Services operation and loss of any data. The provisions of the Intellectual Property, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections will survive the termination or expiration of the TOU.
To enjoy our Services, you must be over the age of sixteen (16). We reserve the right to request proof of age at any stage so that we can verify that minors under the age of sixteen (16) are not using our Services. In the event that it comes to our knowledge that a person under the age of sixteen (16) is using our Services, we will prohibit and block such User from accessing our Services and will make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy with regard to such User).
Our Services may contain links to third party’s services or resources (“Third Party Services”), whether or not provided by the Company. Those linked services are provided solely as a convenience to you. You hereby acknowledge that these linked services are not under the control of the Company and it is not responsible for the availability of such external services or resources and does not endorse and is not responsible or liable for any content advertising, products or other information on or available from such linked services or any link contained in a linked service. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked services or resources. Most Third-Party Services contain of legal documents regarding terms of use privacy policy, and we encourage you to carefully read such documents before using those services.
The Services may use or include any software developed by third party, files and components subject to open source licensing terms and conditions of the license or a third party (“Third Party Components”). These conditions do not apply to any third-party components accompanying or included in the application and the company disclaims any responsibility related to them. You acknowledge that the Company is not the author, owner or licensor of third-party components. The Company removes responsibility and liability of any kind, express or implied, for the quality, capacity, operation, performance or suitability of any third-party component. Absolutely application or any part thereof (except third-party elements contained therein) shall be deemed as Open Source, Public Domain or Publicly Available.
These TOU do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Services or use of the Service will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. If any provision of these TOU is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these TOU and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these TOU without the Company’s prior express written consent. We may assign or transfer these TOU without restriction or notification. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These TOU are the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company. Notices to you may be made via email or regular mail, if applicable. The Company may also provide notices of changes to these TOU or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these TOU and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these TOU to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you have any questions (or comments) concerning the TOU, you are most welcome to send the Company an email to: hello@whizzco.com, and the Company will make an effort to reply within a reasonable timeframe. By contacting the Company you warrant and agree that you are free to do so, and that you do not provide the Company with information that violates any third-party intellectual rights (the “Information”). Without degrading from the aforesaid, all rights, including intellectual property, arising from the communication will be owned by the Company and will be considered as the Company’s confidential material. It is clarified that any use of the Information, will be done in the sole discretion of the Company, and the Company is not obligated to use all or part of this Information.