These General Terms & Conditions (the “Terms”), and our Privacy Policy https://www.getwizer.com/privacy-policy/, incorporated herein by reference, set forth the terms and conditions under which Wizer Feedback Ltd. (“Wizer”, the “Company” or “us”), provides users with its website at: www.getwizer.com (“Site”), and provides Customers with use of its System (as defined below), and/or the services available through the System, or otherwise provided by the Company, including those available through the Site, smartphone and tablet applications, or otherwise provided by Wizer (collectively, the “Services”).

By using Wizer’s Services, System or the Site in any manner, you agree to be legally bound by these Terms, and any and all other terms, conditions, rules, policies or procedures published on the Site or the System and related to use of the System and/or the Services, each as amended by us from time to time.

1. DENFITIONS

  • “Analyzed Data” – any non-identifiable, non-personal, aggregate Raw Data processed by the System or the Company, for achieving the research goals preliminarily set by Customer.
  • “Customer” – any entity which purchased Services from the Company, either via the automatic registration procedure available on the Site or by way of a separate executed agreement.
  • “Questionnaire” – a survey questionnaire generated by the System for the Customer, to be sent to the Customer’s Respondents.
    “Raw Data” – information, data and responses collected from Respondents or generated by the System in connection with the Customer’s Questionnaire.
  • “Respondent” – any individual who responds and answers to a Questionnaire generated by the System for the Customer.
    “System” – the Company’s proprietary intelligent automated research platform and digital research wizard.
  • “User” or “you” – any person or entity visiting the Site or Wizer’s mobile applications, or using Wizer’s Services, including Customers.

2. THE SITE

2.1. The Site offers general information about the Company, as well as a link to the System for Customers.

2.2. The Site or Services may include links to third party advertisements, services and products, which are subject to different terms and conditions and privacy policies, and you should review such terms and policies prior to using any such service or making any purchase from such provider. Wizer does not endorse or recommend the engagement with any third party service or product presented on the Site or Services.

3. RESTRICTED USES

3.1. You hereby represent and warrant that you will not misuse the Site or Services in any way contrary to these Terms or any applicable law, or use the Site or Services in any way which might infringe upon the rights of any other User or other third party.

3.2. The Customer undertakes not to transfer, sell, assign, sublicense or make any disposition of the System, any portions thereof or its access to the System, to any other party.

3.3. Without derogating from the generality of the above, you undertake that you shall not, and shall not permit or assist others to:

3.3.1. Modify the Site and/or Services, or decompile, disassemble, or otherwise attempt, directly or indirectly, to disrupt the Site and/or Services, servers or networks connected to the Site or the Services,

3.3.2. Deny service to, hack, crack, reverse engineer, or otherwise interfere with the Site and/or the Services and their underlying software, or other technology, code, algorithm or other proprietary information of Wizer in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site or the Services and/or interfere with the automatic process of downloading and/or installing the mandatory updates or upgrades to the Site or System, with or without notification;

3.3.3. Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site, Services, technology or any software thereto;

3.3.4. Create a database by systematically downloading and storing all or any content from the Site or the Services;

3.3.5. Use the Site and/or Services for any illegal, immoral or unauthorized purpose, to encourage criminal behavior or conduct that would constitute a criminal offense under any law, or in a manner that could give rise to civil liability or other lawsuit, including but not limited to, using the Site and/or Services in order to download or distribute content in violation of copyright, for distribution or development of any malware, take any action relating to piracy on the web, etc.;

3.3.6. Use the Site and/or Services in a way that infringes or violates these Terms, or infringes or violates the rights of any third party.

3.3.7. Sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Site, Wizer’s content, or the Services;

3.3.8. Submit, upload, post, share or otherwise distribute content which does not comply with these Terms or applicable law;

3.3.9. Create accounts through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper;

3.3.10. Submit, upload, post, share or otherwise distribute content that comprises or includes any “junk mail”, “spam” or disrupts with repetitive messages.

4. SERVICES & LICENSE.

4.1. The Company offers Customers use its automated system and platform for
researching and understanding consumers, and gaining insights regarding the Customer’s target audience. When purchasing the Services, the Customer will be asked to fill in answers to a few questions asked by the System, and the System will automatically generate a Questionnaire tailored in a way intended to obtain the information and analysis requested by the Customer.

4.2. Subject to these Terms, the Company hereby grants the Customer, a non-exclusive, non-transferable, non-sub-licensable, during the Term of the agreement between the Customer and Wizer only, limited license to use the System and integrate or distribute the Questionnaire generated by the System for the Customer, in the Customer’s mobile applications, website or any other applicable media, all in accordance with the terms of these Terms.

4.3. Customer may order from the Company, from time to time and for additional charge, professional services such as customization, consultation, distribution of a Questionnaire to a pre-defined audience pool respondents and technical assistance. The fulfillment of any orders for professional services shall be made subject to availability of the Company’s personnel and reasonable prior coordination.

5. ORDERS & FEES.

5.1. Use of the System by the Customer for generating Questionnaires, requires registering as a Customer in the System via the procedure available on the Company’s website, and subject to payment of the applicable fees. The services are offered in different pricing, depending on the complexity level of the research package requested by the Customer.

5.2. By registering as a business entity, a representative personally guarantees that he/she is at least 18 years old, and has the authority to bind the entity to these Terms. The registrant further represents and undertakes that s/he will not use a false identity, impersonate any other person or use a name that is not authorized for use, and that any information provided at the time of registration and thereafter, including any billing information, is complete, truthful and accurate. Customer undertakes to ensure that such information is kept up to date. Customer shall be solely responsible for any and all use of its account.

5.3. Wizer may, in its sole discretion, refuse to offer access to or use of the Services to any Customer, and change its eligibility criteria at any time. This provision is void where prohibited by law and this right is revoked in such jurisdictions. Wizer may terminate your account immediately and without prior notice if you do not comply with these Terms or if we believe your participation or use of the Services does not comply with any applicable laws.

5.4. Once Customer has completed a purchase for Services and ordered a Questionnaire, the Company will confirm receipt of such order by sending a confirmation email to the email address designated in the Customer’s account, which will include a summary of the order and the total fees.

5.5. All fees are non-refundable regardless of the Customer’s actual later use or distribution of the Questionnaire generated or the System. Non-payments or late payments of any fees shall bear interest at the rate of 1.5% per month from the date on which such fees have become due and payable.

5.6. All amounts payable to the Company under these Terms shall be expressed and paid in US Dollars, and are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, provided, however, that the Customer shall have no liability for income assessed to the Company.

6. ANALYZED DATA

6.1. The Customer acknowledges and understands that the Analyzed Data, any other information presented on and generated by System as statistical analysis of Raw Data in connection with the Customer’s Questionnaire, and/or any other results, conclusions, inference, deduction, analysis, benchmarks, statistics, actionable answers or aggregate data complied, calculated and/or processed in connection therewith, are all assumptions based, statistically driven, compiled, among others by data obtained from Respondents, or originated from the Customer or other third parties, with no assurance as to the accuracy or validation of such information.

6.2. The Company does not in any way guaranty nor represents that either the Raw Data provided by Respondents nor does the Analyzed Data are accurate in all respects, up-to-date or entirely reliable, complete, applicable or comprehensive. The Company cannot accept any liability for any inaccuracies or omissions in Analyzed Data and any decisions Customer makes based on information contained or obtained from the System are at its sole responsibility.

6.3. The Company may decline an order by the Customer, refuse to generate a Questionnaire, cancel or terminate a survey or refuse to provide Analyzed Data in its sole and absolute discretion, if the Company determines that accepting the order, generating the Questionnaire or producing the survey or Analyzed Data may be unlawful, harmful, offensive, defamatory, invasive of another’s privacy or otherwise infringing of a third party’s rights, hateful, or racially, ethnically or otherwise objectionable, or detrimental in any other respect.

6.4. The Customer undertakes to use the System and Services in a manner which is ethical and in conformity with community standards and does not infringe any third party’s rights or applicable law.

6.5. The Company may retain or make use of any Raw Data received from Respondents via the System. The Company may also retain, use and share with third parties, including for commercial purposes, Analyzed Data and any other non-identifiable, non-personal, aggregate information derived from the Raw Data. The Customer acknowledges and understands that the Company may use any Analyzed Data, for the purpose of, among others, continually improving its Services and solution, and providing relevant benchmarks, analysis and results regarding certain relevant industries, also to other customers of the Company, provided however any such aggregated data does not identify the Customer. Customer shall have no claims with respect to such use.

7. RAW DATA & PERSONAL INFORMATION.

7.1. Any Raw data collected, uploaded, gathered and/or created via a Questionnaire and/or use of the System by and/or from Respondents or the Customer, as applicable, shall belong to the Customer.

7.2. Customer acknowledges that Raw Data may contain personally identifiable information regarding Respondents (such as, their age, gender, income level, profession and more), as well as sensitive information requested in a Questionnaire (for example, regarding spending habits, financials, family life, and health). It is hereby clarified and understood by the Customer that it is solely the Customer’s responsibility to attain the required authorizations and consent from its Respondents and to ensure that the use of the System and/or collection of Raw Data by Customer does not infringe any applicable laws, including without limitation, any privacy regulation, data protection laws and the sending of unsolicited communications (SPAM). Customer represents that the provision of the Questionnaire to Respondents, by any means (including without limitation via Customer’s mobile application, website, emails, or SMS) shall be in compliance with any applicable regulation. This is a material Section of these Terms.

7.3. To the extent the Questionnaire is provided to Respondents via application or website, the Customer shall ensure that the provision of the Questionnaire and the collection of data shall be pursuant to its customary ‘Terms of Use’ and ‘Privacy Policy’ which set out, among others, that the Customer is permitted to collect and use personal information and data regarding the Respondents, and that any information and data collected from Respondents via the System is handled in compliance with applicable law and industry standards.

7.4. Customer shall indemnify and hold the Company harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party’s claim due to the Customer’s breach of this Section.

7.5. The Company reserves the right to purge any data from its databases and the System at any time without notice. The Customer acknowledges and agrees that it is solely responsible for backing up any Raw Data provided thereto via the use of the System or the Services provided hereunder.

8. OWNERSHIP

8.1. The Company retains sole and exclusive ownership of all rights, interests, and title in the System, its code, the Questionnaire and any underlying intellectual property rights and know-how associated therewith or with any part thereto, including without limitation any and all trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection therewith. Nothing in these Terms shall prohibit the Company in any manner from using, developing, marketing, licensing, or otherwise disposing of the System, the Questionnaire or concepts, software or code embodied therein anywhere in the world; nor shall anything herein be construed to grant to Customer any rights in or to any present or future products of the Company, whether or not similar to the System.

8.2. In addition, certain content and information provided on and through the Site and/or Services, including, without limitation, any of Wizer’s, including its affiliates’, trademarks, logos, graphics, designs, information, texts, images, data, underlying software, code, algorithm, technology and other material displayed, available or present through the Site and/or Services, (“Wizer Content”) are the copyrighted and/or trademarked work of Wizer and/or proprietary information and knowledge protected under trade secret, owned exclusively by Wizer and its affiliates and/or licensors. Wizer retains all rights, including any and all intellectual property rights, in the Site, the Services, and the Wizer Content.

8.3. You have no right to modify, edit, copy, reproduce, publish, make available to the public, sell, rent, distribute, broadcast, transmit, create derivative works of, reverse engineer, alter, convey to a third party, enhance or in any way exploit any part of the Site or the Wizer Content.

9. TERM & TERMINATION.

9.1. These Terms shall be in force as of the Customer’s purchase of Services or first use of the System, whichever earlier, and for the term specified in the Customer’s order.

9.2. The Company may terminate these Terms, including the License granted herein, upon three (3) days written notice to the Customer, in the event the Customer is in breach of the terms of these Terms. For the avoidance of doubt, non-payment or late payment of any fees shall be considered a material breach of these Terms.

9.3. Survival. The following Sections shall survive any expiration or termination of these Terms: 1 (Definitions), 4 (Analyzed Data), 5 (Raw Data & Personal Information), 6 (Restrictions), 7 (Ownership), 9 (Limited Warranty), 10 (Limitation of Liability) and 11 (General Terms).

10. LIMITED WARRANTY

YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND THE SERVICES AND ANY OF THEIR CONTENT AND FEATURES, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”, ARE USED ONLY AT YOUR OWN RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, REGARDING THE SYSTEM BEING ERROR-FREE, UNINTERRUPTED, ITS MERCHANTABILITY, TITLE OR FITNESS TO A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND REGARDLESS OF ANY KNOWLEDGE OF CUSTOMER’S PARTICULAR NEEDS. TO THE FULL EXTENT PERMITTED BY LAW, DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD. COMPANY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS NOT CONTROLLED BY COMPANY.

11. LIMITATION OF LIABILITY

THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OF USE, FAILURE OF SECURITY, LOST DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, EXCEPT WITH RESPECT TO FRAUD, MALICIOUS ACTS OR GROSS NEGLIGENCE BY THE COMPANY, THE COMPANY’S ENTIRE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE LESSER OF THE (I) AMOUNT ACTUALLY PAID TO COMPANY BY CUSTOMER UNDER THESE TERMS FOR A SINGLE QUESTIONNAIRE; OR (II) USD 200.

12. GENERAL

12.1. Notices. Any notice or communication under these Terms shall be in writing and shall be deemed to have been received by the addressee (i) if given by registered or certified mail, the second business day after such notice is deposited in the mail; (ii) if by facsimile, it shall be deemed to have been served one business day after transmission; or (iii) if by electronic mail it shall be deemed to have been served on the same business day.

12.2. Waiver. The waiver by either party of a breach of any of the terms and conditions of these Terms must be in writing and will not be construed as a waiver of any subsequent breach of such term or condition or the waiver of the provision itself. A party’s performance after the other party’s breach shall not be construed as a waiver of that breach.

12.3. Publicity. During the term of these Terms, Customer hereby approves to be a featured client on the Company’s customer list and grants the Company the right to present itself as a supplier of its Services to the Customer.

12.4. Assignment. Neither party shall assign these Terms (or any part thereof) without the advance written consent of the other party, except that the Company may assign these Terms in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of the Company’s assets or voting securities.

12.5. Severability. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect.

12.6. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the conflicts of law provisions thereof. Any claim may be solely brought to the competent courts of the Tel-Aviv district.

12.7. Amendments and Modifications. We may, at any time and from time to time, to modify these Terms. Modifications to these Terms will be posted on the Site.

12.8. Entire Agreement. These Terms constitutes the entire understanding between the parties, and supersede all prior discussions, representations, understandings or agreements, whether oral or in writing, between the parties with respect to the subject matter of these Terms. Any modification or amendment to these Terms must be in writing and signed by authorized representatives of both parties

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