Quicklizard (the “Platform”) is developed by Quicklizard Ltd (“we”, “us”, “our” or “Quicklizard”), and provides the Services (defined below) which are subject to these terms of service (“Terms of Service”).

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE QUICKLIZARD SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE QUICKLIZARD SERVICES

Quicklizard may, in its sole discretion, elect to suspend or terminate access to or use of the platform Services following violation of these Terms.

1.     Use of Quicklizard Platform

1.1  Access to the Software. Quicklizard shall make the Software available to Customers during the Term (as defined), on a non-exclusive, non-transferable basis, solely for the Customer’s internal business purposes and within the limit of the number of SKUs, pricing cycles/interactions, and pricing channels specified in the contract (“Scope“).

1.2  Account. Access to the Software shall be granted by Quicklizard upon the creation of an account for a customer (“Account“) including identification of access for customer’s authorized users to the Software (“Authorized Users“) in a method determined by Quicklizard based on information provided to Quicklizard about each Authorized User that customer provides and warrants to be true, accurate, current, and complete (“Identifiers“). Customer acknowledges and agrees that the Identifiers are intended to restrict access to the Software to Authorized Users only and to protect the completeness and availability of the Software, the Data and the Output (as defined below), are personal to each Authorized User and confidential, may only be used by that Authorized User, and may not be shared by multiple users. Customer undertakes not to allow anyone other than Authorized Users to access and use the Account, to maintain, and ensure that each Authorized User maintains, the confidentiality and secrecy of each respective Identifiers and not disclose them to third parties. It is customer’s responsibility to regularly modify and have modified by Authorized Users the passwords associated with the Identifiers. Customer shall be fully responsible for all activities that occur under the Account and/or Identifiers and/or by any of the Authorized Users, shall ensure that the Authorized Users respect the terms of this Term of Service, and shall bear the consequences of any unauthorized use by third parties who have had access to or knowledge of the Identifiers. Customer shall ensure log out from the Account at the end of each session and if customer becomes aware of any unauthorized access or use of the Account or the Software and/or the theft or misuse of Identifiers by a third party and/or other security breach, customer shall inform Quicklizard without delay.

1.3  System Considerations. Quicklizard shall provide access to the Software via a remote connection requiring internet access. Customer shall provide all necessary cooperation in relation to the Software and shall further ensure the proper configuring, programming and operating of its network and system (web application) in compliance with the relevant specifications and technical prerequisites set forth in the Documentation and/or provided by Quicklizard from time to time, and be solely responsible for procuring and maintaining such network and system, as well as network connections and telecommunication links from its systems to the hosting data center(s). According to use, customer may be required to implement Quicklizard’s SDK and integrate with Quicklizard’s API for data transfer. Customer acknowledges that any change in Customer’s network, system and/or third party software that affects the Software environment and/or the Data may impact the performance of the Software, and therefore agrees that any such change shall be coordinated with Quicklizard. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software, shall employ industry standard virus protection, firewall and other security protection and shall be responsible for the consequences of any virus attack on, or security breach of Customer’s operating system and the Software. Customer shall notify Quicklizard promptly of any such unauthorized access or use, furnish full details of such use or access, and cooperate with Quicklizard in any litigation against third parties deemed necessary by Quicklizard to protect its proprietary and contractual rights.

1.4  Related Services. Subject to the terms and conditions of the Terms of Service, Quicklizard shall provide customer with the Services set forth in the Quote, and, during the Term, shall use commercially reasonable efforts to maintain the security, required functionality and integrity of the Software and provide customer with its standard technical support services set forth in Schedule 1 and such other Services under this Terms of Service, as may be agreed upon by the Parties in writing from time to time. Customer agrees to cooperate with Quicklizard in order for Quicklizard to provide Services to customer and comply with instructions that Quicklizard may provide to customer in connection with Quicklizard’s provision of Services to customer.

1.5  Usage Restrictions. Customer shall not, and shall not allow any Authorized User or third party to: (i) assign, sell, lease, sublicense or distribute the Software, or otherwise allow any person other than Authorized Users to access or use the Software or allow any public performance or display of the Software, except with the prior written approval of Quicklizard; (ii) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software and/or the Documentation; (iii) interfere with or disrupt the integrity or performance of the Software or the Data or Output contained therein or circumvent, disable or otherwise interfere with security-related features of the Software or violate or abuse password protections governing access to the Software; (iv) copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software or create derivative works based on the Software, except and only to the extent such activity is expressly permitted by applicable law without a contractual waiver possibility (should customer wish to obtain information enabling the interoperability of the Software to be implemented, customer shall request this information from Quicklizard in writing); (v) access and/or use the Software and/or the Documentation in order to build a similar or competitive product or service, or otherwise for any purpose other than the purposes stipulated under this Terms of Service, or copy any ideas, features, functions or graphics of the Software; (vi) permit direct or indirect access to or use of the Software in a way that circumvents the Scope or other contractual usage limit; or (vii) use or access the Software to submit or transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature, or exploit the Software in any unauthorized way whatsoever, including by trespass or burden (e.g., transmitting corrupted files, spyware, adware, or any other software or programs) or deploying spiders, web-bots, screen-scrapers, or web crawlers, that may damage or adversely affect server or network capacity or software infrastructure, or take any action that imposes or may impose, at Quicklizard’s sole discretion, a disproportionately large load on the Quicklizard infrastructure. Customer shall only access the Software via the Quicklizard-designated web portal and in connection with its Account and may use the Software only as contemplated by this Terms of Service and the Documentation and in compliance with all applicable laws and regulations. Customer shall be responsible for all users’ compliance with the terms hereof.

1.6  Suspension for Ongoing Harm. Quicklizard reserves the right to suspend access to and use of the Software if Quicklizard reasonably concludes that customer and/or any user’s use of the Software is causing immediate and/or ongoing harm to Quicklizard or others. In the extraordinary case that Quicklizard must suspend access as aforesaid, Quicklizard shall immediately notify customer of the suspension and the parties shall diligently attempt to resolve the issue.

2.     Data

2.1  Data. While using the Software, customer may choose to provide, upload, import, transmit, post, or make accessible to Quicklizard and/or the Software (collectively, “Provide“) certain data or software (“Data“); it being acknowledged and agreed that customer: (i) shall be responsible for the number of products in its feed on a daily basis, (ii) may import (daily) its product feed, or may import the data to an FTP server provided by Quicklizard, and (iii) shall be responsible, at its own cost, for its own API development which is required in order to use the Quicklizard’s API. Customer is solely responsible for all the Data, including the quality, accuracy, price, availability, authenticity, lawfulness and relevance of the Data as well as for its use with the Software and the results thereof. In addition, customer represents and warrants that: (i) Customer owns or has obtained the rights and third party authorizations to use and Provide the Data, and grant Quicklizard the licenses herein below to use such Data in accordance with this Terms of Service; and (ii) the Data does not infringe or violate any laws and regulations in force, any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party, and is free from any virus or malicious programs likely to harm the Software and/or any system. Customer shall remain solely responsible and liable for the Data and expressly releases Quicklizard from any and all liability arising from Quicklizard’s use and/or the Provision of the Data as permitted herein. If Quicklizard becomes aware that an element of the Data violates any of the above stipulations, Quicklizard is entitled to remove or render unavailable such an element. Customer hereby agrees and acknowledges that: (i) the Software acts as a venue for all the Data, which the Software does not monitor, screen or censor; (ii) Quicklizard has no control over the quality, accuracy, price, availability, authenticity, lawfulness and relevance of the Data  and makes no representations about any content in the Software; and (iii) Quicklizard reserves the right, but has no obligation, to monitor activities within the Software and/or interactions between customer and other users or data providers of the Software, including any agent, representative or partner of Quicklizard engaged by customer, and make information related to customer’s use thereof available to such agent, representative or partner for its own management and improvement purposes.

2.2  Third Party Products and Services. Customer acknowledges and agrees that any software, peripherals, network, data or other equipment or services, other than the Software, the right of use of which shall be acquired from a different party other than Quicklizard (regardless of whether obtained from Quicklizard or another source), and also files and components that may be embedded into the Software code and are subject to open source or third party license terms (“Third Party Products and Services“) shall be subject to the terms and conditions of the third party supplier(s) rather than the provisions of this Terms of Service. Unless embedded into the Software code or expressly agreed upon between Parties in writing, customer shall be responsible to acquire the (rights to use the) Third Party Products and Services. Customer hereby undertakes to comply with the third party terms and conditions applicable to all Third Party Products and Services (as may be obtained, in the case embedded into the Software code, from Quicklizard by sending an email request to support@quicklizard.com). Quicklizard and the respective third parties (unless otherwise expressly agreed thereby) make no warranties of any kind, express or implied, with respect to the Third Party Products and Services, and customer agrees not to assert any claims against any of them in connection with any use of the Software. Unless otherwise expressly provided herein, all references in the Terms of Service to the Software shall exclude the Third Party Products and Services.

2.3  Security. Quicklizard shall maintain commercially appropriate administrative, physical, and technical safeguards to protect the Data, customer acknowledges that the Software may include security components that protect digital materials, and use of the mentioned materials is subject to regulations of use defined by Quicklizard or third parties who provide Data to the Software.

2.4  Availability of the Data and Output. Customer acknowledges that the master copy of all Data shall remain with customer at all times and that customer shall be solely responsible for own backup and storage of Data. Neither Quicklizard nor the Software shall operate as an archive or file storage service for any Data that customer may Provide during customer’s use of the Software. Customer further acknowledges that Quicklizard may regulate general practices and limits about the use of the Software, including but not limited to, the maximum number of days that Data and any content, data, indications, information, reports, recommendations, results and other output generated by the Software when applied on the Data and/or that customer otherwise obtains through use of the Software (“Output“) shall be displayed and/or stored by the Software (basically, a period of thirty (30) days after such Data is Provided, or such Output was generated by the Software, or a longer period if customer pays an additional fee). Thereafter, the Data and the Output shall no longer be accessible to customer and shall be deleted within thirty (30) days.

2.5  Personal Data. Customer warrants that the Data shall not include any personal data that is subject to any data protection law, regulation or directive (“Personal Data” and “Data Protection Legislation“, respectively). With regard to the processing of Personal Data necessary for the Parties’ performance under this Terms of Service, the Parties shall comply with their respective obligations under applicable Data Protection Legislation. Customer hereby authorizes Quicklizard to collect, process, use and store data, including Personal Data, that is necessary for the provision of the Software and Services, and relating to the Authorized Users (such as name, email address, phone number, etc.). Customer consents to the collection, processing, use and storage of the Authorized Users’ Personal Data by Quicklizard as described above and in Quicklizard’s Privacy Notice attached hereto as Schedule 1, ‎and agrees to obtain the Authorized Users’ consent thereto in compliance with applicable Data Protection Legislation and to make available Quicklizard’s Privacy Notice.

3.     Title to Software. Quicklizard and its affiliates and licensors are and shall remain the exclusive owner of the intellectual property and all other rights, title and interest of any nature in and to the Software, and any related technology, content, Documentation and Services provided or made available by Quicklizard hereunder, including all modifications, upgrades, customizations and derivative works thereof (whether or not permitted and/or required under this Terms of Service). Except as expressly set forth herein, nothing in this Terms of Service shall be construed as transferring any rights, title or interests to customer or any third party. Quicklizard and its affiliates and licensors reserve any and all rights not expressly granted in this Terms of Service. Quicklizard and its affiliates shall have the right to use any feedback provided by customer to Quicklizard relating to the Software, the Documentation, the Services and/or the Confidential Information in any manner they see fit.

4.     Title to Data and Output. The intellectual property and all other rights, title and interest of any nature in and to the Data and the Output are and shall remain the exclusive property of customer and its affiliates and licensors. Except as expressly set forth herein, and subject to Section 5 below, nothing in this Terms of Service shall be construed as transferring any rights, title or interests to Quicklizard or any third party.

5.     License to Quicklizard. Customer hereby grants Quicklizard and its affiliates and subcontractors a non-exclusive license to access, use, process, display,(including on servers of third party hosting service providers that may be utilized by Quicklizard from time to time, the Data and Output in order to provide, improve and optimize the Software and any Services to customer in accordance with this Terms of Service, and further authorizes Quicklizard to access, preserve, or disclose its Account information and/or Data and Output if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with a legal process, enforce the terms hereof, respond to claims that any Data or Output violates the rights of third parties, respond to Customer’s requests for service, protect the rights, property or personal safety of Quicklizard, its users and the public, and/or enhance the service provided to Customer. Customer further permits Quicklizard to use, copy and exploit the Data and Output, or any portion thereof, to calibrate, technically validate and adjust the Software, and generally for the creation, development and enhancement of models, machine learning and artificial intelligence systems, and to inform and/or improve the Software and Quicklizard’s other technology, products and services (“AI Improvements“). Quicklizard may make any commercial or non-commercial use of any AI Improvements, without any limitation whatsoever. Quicklizard may further monitor use of the Software by all of its customers, collect, use and publish the data gathered, such as aggregated and analytics information about use of the Software, in an anonymous manner, and disclose it to third parties in order to provide, improve and publicize Quicklizard’s programs and services.

6.     General Provisions

6.1  Severability. If any term of the Terms of Service is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Terms of Service shall remain in full force.

6.2  Assignment. This Terms of Service and any rights or obligations hereunder: (i) may not be transferred or assigned by the customer without the prior written consent of Quicklizard, which may not be unreasonably withheld; but (ii) may be transferred or assigned by Quicklizard. Subject to the foregoing conditions, this Terms of Service shall be binding upon and inure to the benefit of each Party and its respective assigns. Any prohibited assignment shall be null and void.

6.3  Non-Exclusive Service. The customer acknowledges that the Software and the Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Quicklizard’s ability to provide the Software and/or the Services or other technology, including any features or functionality first developed for Customer, to other parties.

6.4  Confidential Information. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (“Confidential Information“). For the removal of doubt, the Software and the Documentation shall be considered the Confidential Information of Quicklizard and the Data shall be considered the Confidential Information of Customer. During the Term of this Agreement and for five (5) years thereafter (perpetually in the case of software): (a) each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party, and (b) neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. The terms of this Agreement are Confidential Information of Quicklizard (although customer may disclose the terms herein to its advisers and (potential and actual) investors, subject to a confidentiality undertaking at least as restrictive as those contained in this Section).

7. Customer Data Limits on Quicklizard

We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement. If you have engaged with a partner of ours that participates in our Agency Partner Program, we may monitor your partner activity within your Quicklizard Platform and make information related to your subscription available to your Partner for the purposes of managing and improving the Quicklizard Agency Partner Program. We will not use Contact Information for our own marketing purposes. For a deeper understanding of GDPR compliance at Quicklizard Platform: http://help.quicklizard.com/sdk/v3/GDPR-compliance.html

Schedule 1

Quicklizard – Privacy Notice

(for customers)

This privacy policy details how Quicklizard Ltd., an Israeli company, having its main office at Derech Yitshak Rabin 1, Petach Tikva, Israel (“Quicklizard“), processes personal information related to its customers’ personnel in the context of the commercial relationship between the parties and the provision of the Software and Services.

Scope

This Privacy Notice does not apply to any information collected by Quicklizard’s customers and such information shall be governed solely by the customers’ respective privacy policies.

Collected Information

In order to provide its services to customers, Quicklizard is required to collect certain information about customers’ personnel, notably: name, company name, function/position, email address, phone number and other contact information, sign-in information, feedback, and any other information required for the commercial relationship between Quicklizard and each customer (“Collected Information“).

Use of Collected Information

Quicklizard uses Collected Information for the purpose of initiating, managing and improving its relationship with its customers and providing them the Software and Services, including without limitation, setting up the Account and providing technical support services.

Quicklizard collects and uses Collected Information because it is necessary in order to be able to provide the Software and Services to customers, and therefore Quicklizard considers it has a legitimate interest to perform such actions.

Quicklizard may also collect and use Collected Information to comply with any applicable law, regulation, court order, or requirements of a regulatory organization, and to assert its rights and legal obligations, including in connection with any legal proceedings.

Sharing Collected Information

Quicklizard may share Collected Information with third parties, for the purposes described below: (i) to infrastructure providers on which the Software and Services operate, (ii) to service providers that operate on Quicklizard behalf and who agreed to adhere to terms consistent with this Privacy Notice, (iii) to a governmental, administrative or law enforcement authority, where Quicklizard in good faith believes it is required to be disclosed by applicable law or court order, (iv) where Quicklizard in good faith believes it is necessary in order to protect its safety or rights, or those of a third party, including without limitation in connection with fraud detection or prevention or security issues.

Collected Information may be transferred outside the EEA. A transfer to countries that do not offer an adequate level of data protection, as determined by the European Commission, shall be subject to the Standard Contractual Clauses adopted by the European Commission.

Retention of Collected Information

Quicklizard retains Collected Information as long as required for the fulfillment of the purposes described above and, more broadly, for the retention period that is strictly required to manage its commercial relationship with its customers.

Quicklizard may retain some Collected Information for a longer period, including if it is required to do so because of a legal obligation or when such Collected Information is required to establish evidence for a legal claim or proceedings. In this case, Quicklizard shall archive and keep the Collected Information for the duration set by the applicable law or regulation, or for the duration of the applicable legal prescription.

When Collected Information is no longer required, Quicklizard shall delete or anonymize it.

Rights

Subject to any local or national law exceptions, customers’ personnel in the EEA have the following rights with respect to Collected Information:

1. access Collected Information;

2. receive or ask that to be provided with Collected Information (or transfer to a third party) in a structured, commonly used and machine readable format;

3. request not to process Collected Information for marketing purposes (including profiling to the extent that it is related to marketing activities);

4. request to rectify any inaccurate Collected Information;

5. request to erase Collected Information where: (i) it is no longer necessary to hold such Collected Information; (ii) no consent to the processing of Collected Information; (iii) Collected Information has been unlawfully processed; or (iv) otherwise required by law to erase Collected Information;

6. make a complaint with the national data protection authority in the country where customers’ personnel are based. Quicklizard would, however, appreciate the chance to deal with the concerns prior to approach the supervisory authority, and so customers’ personnel may contact Quicklizard using the contact information provided below.  

To exercise rights, for more information about rights, or any complaint or question regarding the above, contact Quicklizard by email by writing to info@quicklizard.com.