ACCEPTANCE OF TERMS
Welcome to Quicklizard (the “Platform”). The Platform is operated 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”). These Terms of Service do need to be signed to be binding. By accessing and using this Platform you fully accept and agree to follow the Terms of Service, applicable laws and other applicable provisions that can be modified or changed without prior notice to you. You can access the Platform’s Terms of Service at any time.
Principles and terms in this Platform are considered to be part of the Terms of Service. We may provide other services subject to different and/or additional Terms of Service that can be modified or updated from time to time without prior notice to you.
DESCRIPTION OF SERVICE
Our Platform provides an environment for dynamic pricing.
PRODUCT DATA MANAGEMENT
The Platform identifies important variables such as cost, inventory cycles, competitor prices, user behavior – the Platform collects data from all sources. The Platform provides dynamic tracking of the entire catalog of products, recognizes trending products and marks them for special attention. That way you will be able to see a detailed pricing competitive landscape, including price comparison and positioning, trend graphs and insights.
ACT ACCORDING TO PRODUCT DATA
The Platform automatically updates product prices with smart pricing rules you create, or enables you to make pricing changes manually, or both.
COMPETITIVE PRICING ANALYSIS
ACT ACCORDING TO COMPETITIVE PRICING ANALYSIS
The Platform offers the ability to track competitors that are relevant to your success in order to know which competitors are below / above your price range. As well, you can track pricing trends to understand the way your competitors manage price changes over time and how this affects your performance. In addition, the Platform enables marking key product groups you want to analyze; understand your sensitivity to each competitor and the absolute price. In this way the Platform enables you to study your competitors pricing behavior and adjust your strategy to match the position you want to secure in your market.
DATA DRIVEN DYNAMIC PRICING
The Platform will automatically set pricing rules based on the most updated pricing data. You can set rules that will trigger an automatic pricing update, and others that will just alert you to a specific change trend and provide a recommendation for updating your prices. You can choose to set specific and effective rules such as (for example): change the price if the competitors’ target product changes by over/under 15%, or raise your price if your competitor is out of stock. These rules will be executed automatically when a criterion is met, or you can stay in control by receiving an alert and making the necessary pricing updates manually to ensure the new price matches your entire business strategy.
REAL-TIME CLICKSTREAM DATA ANALYTICS
Whenever an anomaly is detected, the Platform will analyze it and automatically provide an actionable recommendation. The Platform helps detect unusual behavior and patterns. For example, catching conversion drops for a specific product while page views increase. The Platform ensures you detect and reverse these anomalies in real-time.
Detecting unusual behavior patterns is crucial. Catching conversion drops for a specific product while page views increase is key in reversing a trend where customers learn about a product in your shop but buy somewhere else. The platform ensures you detect and reverse these anomalies in real-time.
The use of this Platform is conditional to a specific existing Service Contract with Quicklizard or an authorized partner (“authorized use” or “authorized user”). In this case, we grant you the right, and a limited, personal, temporary, non-exclusive non-transferable license to use the Services and the Platform subject to the terms contained herein.
USE OF THE PLATFORM
You will receive the username and password once you are an authorized user. You are responsible for keeping your account and password confidential and secure. You are fully responsible for all activities that occur under your account or password. You agree to: a) immediately report to us in case of any unauthorized use of your password, account or any other security breach. B) Ensure you log out from your account at the end of each session. Quicklizard will never be responsible for any loss or damage incurred as a result of your violation of this term.
Each user using this Platform is entirely responsible for the content\data\personal data\third party data\pricing rules\campaigns it inserts (including, but not limited to, offers, company descriptions, information, data, text, software, music, sound, photographs, graphics, video, messages, tags, logos, or other materials) to the Platform (“Content”). When a user inserts Content to the Platform, it thereby represents and warrants that:
- the inserting is not obscene, libelous or slanderous, does not violate any applicable law, regulation, or rule, including without limitation those related to privacy protection;
- its access to and use of the Platform will be in accordance with this Agreement and with any applicable laws or regulations.
By using Services on this Platform, you represent that you are of sufficient legal age to use or form a binding contract in such Service (or, if you are using the Platform on behalf of another legal entity, that you are authorized to use the Platform and enter into a binding agreement within such legal entity) and that they accept the terms and conditions on behalf of the entire company and are not banned from receiving these Services under the laws of any jurisdiction. You also agree to: a) Provide correct, accurate, current, and complete information about yourself as indicated in the Services registration contract (The “Registration Data”), b) Store Registration Data and update such Registration Data immediately to keep it correct, accurate, current and complete.
USER OBLIGATIONS AND UNDERTAKINGS
You hereby agree and acknowledge that: (i) the Platform acts as a venue for all the Content that is inserted into it (including, without limitation, competitor data, authorized user’s data, etc.). The competitive intelligence provides a main part of the data in the platform, and the Platform does not screen or censor the data that is presented. Quicklizard is not accountable for the decision of any user that is made according to the data that is presented, and you should diligently consider the pricing diction you make throw the Platform; (ii) Quicklizard has no control over the quality, safety or legality of the Content presented, the truth or accuracy of the listings, the ability of Data Providers to provide the competitors pricing and Quicklizard makes no representations about any content on the Platform; (iii) Quicklizard reserves the right, but has no obligation, to monitor interactions between you and other users or data providers of the Platform. and (v) Because user authentication on the Internet is difficult, Quicklizard cannot and does not confirm that each price competitor Data is who it appears to be.
You agree not to do any of the following, notwithstanding anything to the contrary contained herein: (i) use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Platform other than the create ruling, search engine and search agents available on the Platform; (ii) attempt to decipher, decompile, disassemble or reverse engineer any of the software embodied in the Platform; (iii) use the Platform to contact others in an attempt to circumnavigate Quicklizard; (iv) use, or access the Platform for the purpose of initiating, advising, developing, operating a product or a platform in competition with the Platform; or (v) reproduce, publish, distribute, or offer of the provided materials and Content in Services, in whole or in part, without the express prior written consent of Quicklizard.
You represent and warrant that Quicklizard is permitted to access, preserve, or disclose your account information and Content 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 legal process;
- enforce the Terms of Service;
- respond to claims that any Content violates the rights of third parties;
- respond to your requests for customer service;
- protect the rights, property or personal safety of Quicklizard, its users and the public; or
- enhance the service provided to you.
For our Platform, upon Granting a license (according to License section above), your subscription fee will be adjusted according to the number of products and competitors you track. As well, Quicklizard may charge an extra fee for special services.
The specific fee will be assigned in front of each user upon granting the license.
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/GDPR-compliance.html.
We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the State of Israel.
You grant us the right to add your name and company logo to our customer list and website.
INDEMNITY FOR USE OF SERVICES
You shall defend, indemnify and hold harmless Quicklizard and its shareholders, directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, and licensors (collectively, “Indemnified Parties”) from and against any and all alleged or actual damages, costs, liabilities, and fees (including without limitation reasonable attorney’s fees) that arise from or relate to any and all alleged or actual claims, actions, demands, causes of action and other proceedings (“Claims”) (i) brought by any Service Provider, provided that such Claim arises from or relates to your actions or omissions; or (ii) arising out of or relating to: (A) your breach of these Terms of Service, including without limitation any representation or warranty contained in this these Terms of Service; (B) Your access to or use of the Platform. The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim for which you are required to defend, indemnify or hold harmless the Indemnified Parties (“Indemnified Claim”), provided that your obligation to pay Quicklizard’s attorney’s fees shall only extend to Quicklizard’s reasonable attorney’s fees. You may not settle any Indemnified Claim without the prior written consent of the concerned Indemnified Parties.
USAGE AND STORAGE GENERAL PRACTICES
You acknowledge and permit that Quicklizard may regulate general practices and limits about the use of Services, including but not limited to, the maximum number of days that uploaded Content will be displayed stored by Services.
You agree that Quicklizard does not hold any responsibility for the deletion or failure to store any data or any rules stored or transmitted by Services. Quicklizard reserves the right to log off accounts for an extended period of time. You also acknowledge that Quicklizard reserves the right to modify these general practices and limits from time to time without prior notice to you.
You hereby acknowledge that we may or may not screen Content. Quicklizard and its staff have the right, but no obligation, in its sole discretion, to remove any Content. With no restriction to the mentioned above, Quicklizard and its staff have the right to check, deny, or remove any Content if it violates any of the Terms of Service, or is otherwise objectionable.
PROPRIETARY RIGHTS OF QUICKLIZARD
You acknowledge and permit that Services and any necessary software used in Services (“Software”) may contain proprietary, registered, or classified information protected by intellectual proprietary laws and other applicable laws. You represent and agree that Content included in advertisements, or information provided to you through Services or by Service Providers is protected by copyrights, or trademarks, service marks, patents, or other intellectual rights and laws. Except as expressly permitted by applicable laws, or as is authorized by Quicklizard or its affiliates, you agree not to modify, rent, lease, loan, sell, distribute, transmit, or publicly perform the mentioned Content or Software, or create derivative works based on Services.
You further agree that all trademarks, brands names, service marks, and other Quicklizard logos, trademarks features/advantages, products names, and Services are trademarks owned by Quicklizard (“Quicklizard Marks”), and you agree not to present or use Quicklizard Marks in any way without prior permission.
You agree not to modify Services in any way or through any means, and not to use modified copies of it, including but not limited to, obtaining unauthorized access to Services in any means other than through the interface that is provided by us for use in accessing the Services.
NOTICE AND PROCEDURE FOR CLAIMING AUTHOR OR INTELLECTUAL PROPRIETARY RIGHTS ON SERVICES
Quicklizard honors intellectual property rights (“Rights”) of others and calls its users to respect such Rights as well. Quicklizard may, in the appropriate time and in its sole discretion, disable and/or terminate the users accounts who violate author and intellectual proprietary rights frequently.
If you believe that material located on or linked to by the Platform violates its intellectual property rights, you are encouraged to notify Quicklizard. If you suspect that a user has violated your rights, or has insert data that is obscene, lewd, lascivious, excessively violent, harassing, objectionable, or otherwise in violation of these Terms of Service, an Quicklizard policy or the law, you are encouraged to report the suspected violation to Quicklizard at email@example.com. In doing so, please do provide us with the following:
- Electronic or tangible signature of the commissioner, who has the right to act on behalf of the owner whose author or other intellectual proprietary rights were violated;
- Description of the work protected by author or the intellectual proprietary rights that you claim was violated;
- Description of the location of the material claimed to have been violated at the Platform;
- Your address, telephone number, and email address;
- A statement given from you, under penalty of perjury / certificate of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property rights owner or authorized to act on behalf of the copyright or intellectual property rights owner.
DISCLAIMER OF WARRANTIES
We do not claim ownership of Content that is submitted to our Platform or made available for inclusion on the Services. However, you hereby grant Quicklizard a worldwide, royalty-free, non-exclusive, perpetual, irrevocable and fully sub-licensed license(s) to use, distribute, reproduce, modify, and adapt any Content you insert to the Platform. This license exists only for as long as you elect to continue to include such Content on the Services and will terminate at the time you or Quicklizard remove such Content from the Services.
You acknowledge and agree that we are not responsible for the displayed Content, including its quality, accuracy, price or its availability. You acknowledge and agree that Services may include certain messages like advertisements and administrative messages, and that these messages are part of your membership and you do not have the option of not receiving or showing them.
You acknowledge that Services and software represented in Services may include security components that protect digital materials, and use of the mentioned materials is subject to regulations of use defined by Quicklizard and/or Service Providers who provide Content to Services.
Services or any Service Provider may include links to other websites or sources. You acknowledge and permit that Quicklizard is not responsible for the presence of the mentioned websites or external sources, and does not endorse any content, advertising, product, or other material on or available or provided by the mentioned websites or sources, and is not responsible for them. You also represent and warrant that Quicklizard is not responsible, directly or indirectly, for any damage or loss occurring as a result of or claimed to be a result of usage or reliance on any of the Content, goods, or the available mentioned Services on or through any such websites or sources.
You acknowledge and agree that Services are available “AS-IS” and that we are not responsible for the timelines, deletion, poor or miss-delivery, or failure to store any data for the user, customizing settings, or any data entered by You. You are responsible for obtaining access to Services. Access to Services may include fees to us or to a third party. You are responsible for paying those fees. In addition, you are responsible for and must provide all the equipment necessary to access Services.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM IS PROVIDED “AS IS” AND QUICKLIZARD MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THE ACCURACY OR RELIABILITY OF SERVICES THAT ARE OBTAINED FROM USING THE PLATFORM. WITHOUT LIMITING THE FOREGOING, QUICKLIZARD MAKES NO REPRESENTATION OR WARRANTY THAT YOUR ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT QUICKLIZARD, ITS SUBSIDIARIES, ASSOCIATED COMPANIES, ADMINISTRATORS, EMPLOYEES, AGENTS, ASSOCIATES, AND LICENSEES ARE NOT RESPONSIBLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL/PERSONAL, COLLATERAL, CONSEQUENTIAL, OR CAUTIONARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, GOOD FAITH, USE, DATA, OR OTHER INTANGIBLE DAMAGES (EVEN IF QUICKLIZARD WAS INFORMED OF THE POSSIBILITY OF THESE DAMAGES).
QUICKLIZARD IS NOT AN EMPLOYER OR AGENT WITH RESPECT TO YOUR USE OF THE PLATFORM AND QUICKLIZARD SHALL NOT BE RESPONSIBLE FOR ANY STRATEGIC BUSINESS DECISIONS, FOR WHATEVER REASON MADE, MADE BY YOU. QUICKLIZARD CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM OR FROM THE ENGAGEMENT WITH ANY SERVICE PROVIDER. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QUICKLIZARD OR THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF QUICKLIZARD FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID FOR USE OF THE PLATFORM DURING THE ONE YEAR PERIOD PRIOR TO THE DATE A CLAIM IS MADE. THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. SOME STATES COUNTRIES DO NOT ALLOW LIMITATIONS ON DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
TERM AND TERMINATION
This engagement shall commence on your first use of the Platform and shall continue until the earlier of (i) termination by either party as set forth below, or (ii) the expiration of all subscription terms as those are specified in all proposals executed by both Parties (or with an authorized partner) under this Agreement, as applicable.
TERMINATION FOR CAUSE
This Agreement may be terminated by Quicklizard with immediate effect if you materially breach these Terms of Service.
Notwithstanding the foregoing, such termination shall not relieve you of the obligation to pay any fees accrued or payable to Quicklizard prior to the effective date of termination.
TERMINATION OF ACCESS TO SERVICES
You can terminate your account and your access to Services by sending a termination request to firstname.lastname@example.org .
You agree that Quicklizard can immediately, without prior notice, terminate, limit, or suspend your access to this Platform or its Services. Causes for this termination, limitation or suspension includes, but not limited to, the following:
- Violation of these Terms of Service.
- Requests from a law agency, or otherwise government agencies, or following an order from competent courts.
- Termination or material modification to Services or any part of it.
- Unexpected technical, or security problems or issues.
- Long period of inactivity.
- Engagement by you in fraudulent or illegal activities.
- Non-payment of any fees owed by you related to Services.
- Moreover, you agree that all, within reason, terminations, limitations of access and suspensions are executed based on Quicklizard sole discretion, and that Quicklizard is not liable to you or any third party for your account’s termination, or access to Services.
Termination of your Quicklizard account includes any or all of the following: (a) Denial of access to all or part of what’s provided in Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part of it), and (c) banning any further use of all or part of the Services.
You agree that Quicklizard is not responsible to you or to any third party for any modification, suspension, or termination of Services or any part thereof, or for any loss of data or rules related to Services, including data and rules you stored.
Termination of this Agreement shall not affect either of the Parties’ accrued rights or liabilities, or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
Neither party shall be responsible for any delay or failure of performance resulting from causes beyond its reasonable control, including, without limitation, acts of God, nature, riots, acts of war, fire, flood, earthquake, interruption in utilities or other disasters (any such event, a “Force Majeure Event”); provided, however, that it will resume performance as soon as reasonably practicable.
We may provide you with notices, including a change to Terms of Service notices, including but not limited to, through email, regular mail, short text messages, multimedia messages, text messages, publications on web pages, products, notice through Services, or other reasonable means. You may not be given these notices if you violate these Terms of Service by accessing Services in an unauthorized manner. By accepting these Terms of Service, you agree that you will be considered to have received any and all of the notices that were supposed to be given to you if you accessed Services in an authorized manner.
These Terms of Service and any other documents referred to herein form the full agreement between you and us. It governs your use of Services, and replaces any previous version of these Terms of Service between you and Quicklizard regarding Services. Your use may also be subject to additional terms and conditions that may apply when you use or purchase other specific services or the contents of a third party.
GOVERNING LAW AND VENUE
You and Quicklizard hereby agree that these Terms of Service and the relationship between the parties are subject to the laws of the State of Israel, apart from provisions of conflict of laws, and that any of and all claims or causes of litigation or disputes arising out of or about Terms of Service, or the relationship between you and Quicklizard, shall be brought exclusively before the competent courts of the Tel Aviv – Jaffa District, and you agree to waive any and all objections regarding forum non-conveniens.
NO WAIVER; SEVERABILITY
Quicklizard’s failure to practice or implement any right or provision of the Terms of Service does not mean Quicklizard waives such right or provision. If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
RELATIONSHIP OF THE PARTIES
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To Quicklizard, Inc., Hashiloach 4, Petach Tikva, Israel.
To you: your address as provided in our Quicklizard Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
CONTRACT FOR SERVICES
This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.