These General Terms & Conditions (the “Agreement”) set forth the terms and conditions under which Wizer Feedback Ltd. (the “Company”) 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 Company’s website: www.getwizer.com, smartphone and tablet applications (the “Services”). By using Wizer’s Services or System in any manner, a customer agrees to be legally bound by this Agreement, and any and all other terms, conditions, rules, policies or procedures published on the System and related to use of the System and/or Services, each as amended by us from time to time.
- “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 Company’s websites (which include a positive approval of this Agreement) 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.
2. SERVICES & LICENSE.
- The Company offers its Customers use of a one of a kind automated system and platform for
researching and understanding consumers’ needs, 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.
- Subject to the terms of this Agreement, the Company hereby grants the Customer, a non-exclusive, non-transferable, non-sub-licensable, during the Term of this Agreement 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 this Agreement.
- 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.
3. ORDERS & FEES.
- 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.
- 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 this Agreement. 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.
- 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.
- 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.
- All amounts payable to the Company under this Agreement 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.
- 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.
- 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.
- 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.
- 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.
- 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.
5. RAW DATA & PERSONAL INFORMATION.
- 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.
- 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 this Agreement.
- 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 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.
- 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.
- The Customer undertakes not to (i) decompile, disassemble or reverse-engineer the System in any form or by any means; or modify the System; (ii) interfere with or disrupt the integrity or performance of the System; (iii) attempt to gain unauthorized access to the System’s software or code; (iv) copy the System or any feature, function or user interface thereof, or its related systems or networks.
- 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 this Agreement 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. TERM & TERMINATION.
- This agreement 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.
- The Company may terminate this Agreement, 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 this Agreement. For the avoidance of doubt, non-payment or late payment of any fees shall be considered a material breach of this Agreement.
- Survival. The following Sections shall survive any expiration or termination of this Agreement: 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).
9. LIMITED WARRANTY
- 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.
10. 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 THIS AGREEMENT, EXCEPT WITH RESPECT TO FRAUD, MALICIOUS ACTS OR GROSS NEGLIGENCE BY THE COMPANY, THE COMPANY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF THE (I) AMOUNT ACTUALLY PAID TO COMPANY BY CUSTOMER UNDER THIS AGREEMENT FOR A SINGLE QUESTIONNAIRE; OR (II) USD 200.
- Notices. Any notice or communication under this Agreement 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.
- Waiver. The waiver by either party of a breach of any of the terms and conditions of this Agreement 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.
- Publicity. During the term of this Agreement, Customer hereby approves to be a featured client on the Company’s customer list and grants the Company the right to present itself as supplier of its Services to the Customer.
- Assignment. Neither party shall assign this Agreement (or any part thereof) without the advance written consent of the other party, except that the Company may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of the Company’s assets or voting securities.
- Severability. If any provision of this Agreement 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 this Agreement shall otherwise remain in effect.
- Governing Law. This Agreement 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.
- Entire Agreement. This Agreement 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 this Agreement. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.