Last Revised: March 13th, 2018
Crenative AGR Technology Ltd. (“we”, “our”, “us” or the “Company”) welcomes you (the “User(s)”, or “you”) to use the Whizzco Platform, our online platform and website available at: www.whizzco.com (the “Platform”, “Website” and collectively the “Service/s”). Users may use the Service in accordance with the terms and conditions hereunder.
Acceptance of the Terms
The Service uses machine learning technology to provide a content SSP (Supply Side Platform), a platform allowing to manage User’s entire sponsored content and assists the Users to make the most of their ad revenue by displaying targeted native advertising on User’s website with respect to which User has subscribed to Company’s Services (the “User’s Site”).
In order to use the Platform, the Company provides the User with a certain software component for the purpose of enabling User to use the Platform (the “SDK”). For such purpose User is required to implement the SDK into the User’s Site. User’s use of the SDK is subject to the terms and conditions of this Agreement.
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 User a certain fee, as agreed upon between the User and the Company, either through the Platform or directly between the parties under an executed order that incorporates these Terms (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.
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 User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users 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 User’s Account’s password, even temporary, for third party; or (m) use the Services for any illegal, immoral or unauthorized purpose.
User’s Warranties and Obligations
The User warrants and guarantees that the User’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 user 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; and (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.
Both parties agree that they will not make any announcement or issue any publicity in connection with this Terms and the provision of the Services without the other party’s prior written consent to such announcement or publicity.
Intellectual Property Rights
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 cancelled completely, to (i) use the Services and (ii) to use, install, and integrate the SDK, all subject to the Terms. These Terms do not entitle you with any right in the Platform, the Website or the SDK or in connection thereto, rather than a limited right to use it according to the Terms. 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 Terms. 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 Terms.
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.
Our Services’ availability and functionality depends 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.
Changes to our Services
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.
Disclaimer and Warranties
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 SDK 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 USER’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 SDK 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 USER OF SUCH POSSIBLE DAMAGE.
THE SERVICE, INCLUDING WITHOUT LIMITATION THE SDK 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.
Limitation of Liability
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, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SERVICES, THE APPLICATION, THE CONTENT, THE 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 TERMS, 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.
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 SDK; (b) your violation of any term of these Terms; (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 SDK (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.
Amendments to the Terms
The Company may change the Terms 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 Terms by changing the link to the Terms 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 Terms 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.
Termination of our Services operation
At any time, the Company may terminate the provision of the Services and/or temporarily or permanently limit your access to our Services, in addition to any other remedies that may be available to the Company under any applicable law. Such actions by the Company may be taken if the Company deems that you have breached any of these Terms in any manner.
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 Terms.
Links to Third Party Services
Special Conditions Pertaining to Third Party Assets
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 Terms 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 Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms 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 Terms without the Company’s prior express written consent. 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 Terms 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 Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send the Company an email to: email@example.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 which violate 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.