Terms and Conditions

Terms & Conditions

These Terms and Conditions (“Terms”) are entered into between Priority Wizard Ltd. (“PWiZ”) and its customer indicated in the Purchase Order (as defined below) at such effective date indicated in the Purchase Order (“Customer”).

Any terms and conditions included in any ordering document from the Customer (including without limitation, any purchase order) that are inconsistent, conflicting or additional to the terms in these Terms will be void. In the event that a commercial terms form was entered into between the parties (the “Purchase Order”) which deviates from the terms of these Terms, the terms of such Purchase Order and any annexes attached thereto shall prevail.

1. Access to the Platform

1.1. Access to PWiZ’s platform which integrates with the Customer’s existing systems (such as and not limited to, Jira, Salesforce and ZenDesk systems) and organizes tasks by allowing users to access all their information in one place and prioritize their work (the “Platform”) is provided to Customer subject to the terms of these Terms. The Platform and any related services provided to Customer and detailed in a Purchase Order shall be referred to as the “Services”. These Terms forms a legally binding contract between Customer and PWiZ in relation to Customer’s use of the Platform.

1.2. The Platform also includes all enhancements, modifications, additions, translations, compilations, or other software delivered to Customer by PWiZ hereunder and any and all printed and electronic documentation provided with the Platform.

1.3. Customer may not use the Platform and may not accept these Terms if it is an entity barred from receiving the Platform under the any applicable law.

1.4. If Customer is agreeing to be bound by these Terms on behalf of its employer or other entity, Customer represents and warrants that it has full legal authority to bind its employer or such entity to these Terms. If Customer does not have the requisite authority, it may not accept these Terms or use the Platform on behalf of its employer or other entity.

2. The Services

2. 1. Customer is expressly prohibited from providing the Platform or any portion thereof, or access thereto, to any third party, except as otherwise agreed to by PWiZ in writing.

2.2. Customer is solely responsible for providing equipment, infrastructure, servers and all third-party software and licenses required for running the Platform. Customer is responsible for all fees charged by third parties related to its access and use of the Platform (e.g., charges by internet service providers). If any IP addresses, hosts, facilities or web applications are owned or hosted with a service provider or other third party, it will be necessary for Customer to obtain permission from that party before using the Platform in writing or through email. Customer hereby represents and warrants that it has or will obtain prior to using the Platform any authorizations and consents required in order to use the Platform and shall, if requested by PWiZ, provide written evidence of such consent to PWiZ.

2.3. PWiZ may make modifications, additions and upgrades to the Platform, as it deems necessary. These Terms will apply to any updates that PWiZ may make available to Customer unless the update is accompanied by a separate license, in which case the terms of that license will govern.

2.4. PWiZ shall make commercially reasonable efforts to ensure that the Platform will be accessible and functional on a continuous basis, with the exception of scheduled maintenance periods in accordance with its standard priority levels and response times. The foregoing notwithstanding, Customer acknowledges and agrees that the Platform may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond PWiZ’s reasonable control or not reasonably foreseeable by PWiZ, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

2.5. If the Platform becomes inaccessible or is not fully functional, other than due to scheduled maintenance, PWiZ shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as possible.

3. Account Information; Customer Data and Analytics Information

3.1. During the process of creating an account in order to access the Platform (“Account”), Customer and/or Customer’s end-users may be required to select certain login information, which may include username and/or password (the “Login Information”). The following rules govern the security of Customer’s Account and Login Information. For the purposes of these Terms, references to Account and Login Information shall include any account and account information, including usernames, passwords or security questions, whether or not created for the purpose of using the Platform, that are used to access the Platform:

3.1.1. Customer shall not share its Account or Login Information, nor let anyone else access its Account or do anything else that might jeopardize the security of its Account;

3.1.2. In the event Customer becomes aware of or reasonably suspects any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of its Login Information or unauthorized access to its Account, Customer must immediately notify PWiZ and modify its Login Information;

3.1.3. Customer is solely responsible for maintaining the confidentiality of the Login Information, and will be responsible for all uses of its Login Information, including purchases, whether or not authorized by it;

3.1.4. Customer is responsible for anything that happens through its Account, whether or not such actions were taken by it, including, for the avoidance of doubt, actions taken by third parties. Customer therefore acknowledges that its Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;

3.1.5. Customer undertakes to monitor its Account and restrict use by any individual barred from accepting these Terms and/or using the Platform, under the provisions listed herein or any applicable law. Customer shall accept full responsibility for any unauthorized use of the Platform by any of the above mentioned;

3.1.6. PWiZ reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party's rights.

3.2. As PWiZ operates the Platform, PWiZ may have access or be exposed to certain technology and information, including but not limited to personal information related to the Customer and its end-users contact details (such as name, email address, and position within the Customer) (collectively the “Customer Data”). Customer represents that to the extent the Customer Data includes any personally identifiable information, to the extent applicable, Customer has provided all appropriate notices, received the required consents or permits and/or have any and all ongoing legal bases, and has acted in compliance with applicable privacy laws and regulations, as to allow PWiZ to use the Customer Data solely in order to provide the Platform.

3.3. Any personal information Customer provides to PWiZ when creating or updating an account, which may include, inter alia, Customer’s name and e-mail address, will be held and used in accordance with Customer’s Privacy Policy available at https://www.pwiz.ai/privacy-policy (the “Privacy Policy”) which constitutes an integral part of these Terms. Customer agrees that it will supply accurate and complete information to PWiZ, and that Customer will update that information promptly after it changes. Customer represents and warrants that it has full right and authority to provide PWiZ with the foregoing information, including, without limitation, any third party's consent (to the extent required under any applicable law.

3.4. Notwithstanding the foregoing, PWiZ may collect, use and publish any anonymous information, which is derived from the use of the Platform and Services (i.e., metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”). PWiZ may use such Analytics Information solely for providing the Service, for development of the Service, and/or for statistical purposes. Such Analytics Information is PWiZ's and Customer’s property.

4. Consideration

4.1. Customer will pay PWiZ a subscription fees for the Platform in accordance with the commercial terms set forth in the Order Form, or such other order form executed between PWiZ and the Customer (“Fees”). The Fees shall be paid regardless of actual use of the service and shall be non-refundable. PWiZ shall not be under obligation to refund any Fees or make any credits for early termination, partial or no use of the Platform.

4.2. All Fees are net and exclusive of any taxes (including without limitation any Value Added Tax or other sales tax), customs, tariffs or other charges or fees, except taxes arising from PWiZ's income, all of which will be added to such prices and fees and borne exclusively by Customer.

4.3. Any payments by Customer that are not paid on or before the date such payments are due under these Terms shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. In addition, and without derogating from any other remedies available to PWiZ, PWiZ may:

4.3.1. If the non-payment of an invoice continues for a period of sixty (60) days from the date of invoice - disconnect the Platform. Customer will not be able to login to the account and analytics and alerts will be disabled.

4.3.2. If the non-payment of an invoice continues for a period of ninety (90) days from the date of invoice - terminate these Terms. All account data and history shall be permanently deleted.

5. Term and Termination

5.1. The term of these Terms shall be set in the Order Form or until such time that it is earlier terminated in accordance with its provisions set hereunder (“Term”). The Term and any renewal term are subject to earlier termination as otherwise provided herein. Notwithstanding the aforesaid, the Term of these Terms shall be automatically renewed and extended for additional consecutive periods of 12 (twelve) months each, without a requirement of notice thereof by either PWiZ or Customer, unless terminated by any party in accordance with the terms hereunder. Either party may choose not to renew these Terms without cause for any reason, providing the other Party a prior written notice 30 days ahead.

5.2. PWiZ may terminate these Terms immediately upon written notice to Customer if Customer have materially breached these Terms or if Customer fails to make any timely payment of the Fees.

5.3. Upon termination, all rights and obligations pursuant to these Terms including any licenses shall immediately terminate, except for any provisions of these Terms that are intended by their nature to survive termination, including Sections 5 (“Term and Termination”), 6 (“Title”), 7 (“Confidential Information”), 8 (“Limitations on use”), 9 (“Disclaimer of Warranties”), 10 (“Limitations on Liability”) and 12 (“General”) hereunder, which shall survive the expiration or termination of these Terms.

6. Title

6.1. All right, title and interest (including any and all intellectual property rights) in the Platform and any improvements and enhancements thereto shall at all times remain with PWiZ and/or its suppliers and no rights in the Platform or under any PWiZ intellectual property rights is granted to Customer except as explicitly provided in Section 2.

6.2. Customer shall not and shall not permit any third party to: (a) engage in, cause, or permit the reverse engineering, disassembly, decompilation or any similar manipulation or attempt to discover the source code of the Platform or any part thereof; (b) bypass, alter, or tamper with any security or lockout features of the Platform; (c) create any derivative work or translation of the Platform.

6.3. Nothing in These Terms gives Customer a right to use any of PWiZ's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.4. The Customer hereby agrees that PWiZ shall be permitted, for the duration of These Terms and thereafter, without time limitation, to include in its publications, including, without limitation, on PWiZ’s website and PWiZ’s other web publications and in PWiZ’s written marketing materials, references identifying the Customer as a client of PWiZ, including depiction of the Customer’s name, logo and marks.

6.5. Customer hereby agrees to provide PWiZ with feedback concerning the functionality and performance of the Platform, from time to time, as reasonably requested by PWiZ, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that Customer provides PWiZ in connection with the Platform may be freely used by PWiZ to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with PWiZ.

7. Confidential Information

7.1. Customer acknowledges and agrees that the Platform was developed at considerable time and expense by PWiZ and contains valuable trade secrets and confidential information of PWiZ.

7.2. Each party agrees to maintain the confidentiality of any proprietary information received by it from the other party during, or prior to entering into, these Terms, including, without limitation, the Platform and any know-how disclosed by PWiZ, trade secrets and other proprietary information, that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and all other information obtained during the use of the Platform as permitted hereunder (“Confidential Information”). The restriction herein shall not apply (i) to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of the receiving party; (ii) rightfully received by the receiving party without any restrictions; (iii) required to be disclosed pursuant to an order of a court of competent jurisdiction or by applicable law or regulation, provided however, that such disclosure is made only to the extent and solely to the recipient legally required and that the receiving party provides the disclosing party with adequate prior written notice of such legal requirement and with the opportunity to oppose the disclosure or obtain a protective order. Each party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under These Terms. Each party shall protect the secrecy of and avoid disclosure and unauthorized use of the other party’s Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

To the extent a non-disclosure agreement was executed between the parties prior to execution of These Terms, the terms of such non-disclosure agreement will continue to apply and the provisions of this Section 12 shall be in addition to, and not in lieu thereof.

8. Limitations on use

8.1 Except as specifically permitted herein, without the prior written consent of PWiZ, Customer must not, and shall not allow any of its permitted users or any third party to, directly or indirectly:

8.1.1. Defame, harass, stalk, threaten, abuse or otherwise violate others’ rights as defined by applicable law.

8.1.2. Harm or interfere with the operation of others’ computers and software in any respect, including, without limitation, by uploading, downloading or transmitting corrupt files or computer viruses.

8.1.3. Violate applicable intellectual property, publicity or privacy rights, including, without limitation, by uploading, downloading or transmitting materials or software.

8.1.4. Omit or misrepresent the origin of, or rights in, any file Customer download or upload, including, without limitation, by omitting proprietary language, author identifications, or notices of patent, copyright or trade-mark.

8.1.5. Transmit, post, or otherwise disclose trade secrets, or other confidential or protected proprietary material or information, moreover, provide PWiZ’s proprietary information to any 3rd party (including: business entities, vendors, integrators etc.).

8.1.6. Download or upload files that are unlawful to distribute through the Platform.

8.1.7. Interfere with or disrupt the Platform or servers or networks connected to the Platform, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” the Platform.

8.1.8 Direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at PWiZ’s computer systems or otherwise, create unreasonable load upon any of PWiZ’s computer hardware, network, storage, input/output or electronic control devices or infrastructure.

8.1.9. Transmit any information or software obtained through the Platform, or copy, create, display, distribute, license, perform, publish, recreate, reproduce, sell, or transfer works deriving from the Platform.

8.1.10. Falsely use a password or personal identification number during logging into the Account or misrepresent one’s identity or authority to act on behalf of another.

8.1.11. Violate these Terms in any other manner.

9. Disclaimer of Warranties

9.1. Customer understands that the Platform may use various methods and software tools to probe network resources for security-related information and to detect actual or potential security flaws and vulnerabilities. Customer authorizes PWiZ through the Platform to perform such security services (and all such tasks and tests reasonably contemplated by or reasonably necessary to perform the security services or otherwise approved by Customer from time to time).

9.2. WITHOUT DEROGATING FROM THE AFORESAID, THE PLATFORM IS PROVIDED “AS IS”. PWIZ DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE PLATFORM , WHETHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, OR FROM A COURSE OF DEALING INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO INFORMATION OR ADVICE GIVEN BY PWIZ OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY.

9.3. Customer understands that use of the Platform does not constitute any guarantee or assurance that security of its systems, networks and assets cannot be breached or are not at risk. Use of the Platform is an assessment, as of a particular date. Furthermore, PWiZ is not responsible for updating its Platform including any reports and assessments provided as part of the Platform or enquiring as to the occurrence or absence of such, in light of subsequent changes to its systems, networks and assets after the date of use of the Platform.

10. Limitations on Liability

IN NO EVENT SHALL PWIZ OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OR DAMAGES INCURRED AS A RESULT OF THE CUSTOMIZED SIMULATIONS OR THE RECON FEATURE OR LOSS OR DAMAGES TO GOODWILL, IN CONNECTION WITH THESE TERMS REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PWIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL PWIZ’S TOTAL AND AGGREGATE LIABILITY TO CUSTOMER FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THESE TERMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PWIZ HEREUNDER IN THE 12 MONTHS PRECEDING SUCH CLAIM.

11. Third Party Materials

11.1. In cases in which Customer may be able to access other websites or resources (the “Third Party Materials”) via the Platform. Customer acknowledges sole responsibility for and assume any and all risks arising from Customer’s access to any such Third Party Materials (to the extent available), and PWiZ disclaims any liability that you may incur arising from Customer’s access to such Third Party Materials through the Platform. Customer acknowledges and agrees that PWiZ: (i) is not responsible for the availability, accuracy integrity, quality or lawfulness of such Third Party Materials or the products or services or deliverables on or available from such Third Party Materials; (ii) has no liability to you or any third party for any harm, or losses suffered as a result of your access to or use of such Third Party Materials; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Platform. Customer’s ability to access or link to Third Party Materials or third party service does not imply any endorsement by PWiZ of Third Party Materials or any such third party service.

11.2. These Terms do not authorize Customer to, and Customer may not use any Third Party Materials (to the extent made available) except as expressly permitted (by license or otherwise) by the owners of such Third Party Materials and such owners may have the right to seek damages against Customer for any unauthorized use of their Third Party Materials. Without derogating from any of PWiZ’s rights and remedies under these Terms and/or under law, PWiZ will be entitled, at its sole discretion, to immediately discontinue Customer’s access to the Platform or any part thereof, including the termination of the Account, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials. Customer may not use any Third Party Materials for which you have not obtained appropriate approval to use. PWiZ cannot grant permission to use third party content.

12. General

12.1. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of these Terms.

12.2. PWiZ may assign these Terms with a prior written notice to Customer. Customer shall not assign these Terms or its rights hereunder without the prior written consent of PWiZ (such consent may be withheld or conditioned at PWiZ's sole discretion) and any assignment without PWiZ's prior written consent shall be null and void and of no effect. PWiZ may perform all obligations to be performed under these Terms directly or may have some or all obligations performed by its affiliates, contractors or subcontractors.

12.3. These Terms shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. All actions, suits or proceedings under or related to these Terms shall be adjudicated in the courts of Tel-Aviv, Israel, and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

12.4. Notices to Customer may be made via the Platform, any communication channel, and/or email. PWiZ may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to Customer generally through the Platform. Customer agrees that all agreements, notices, disclosures and any other communications that PWiZ provide as aforementioned satisfy any legal requirement that such communications be in writing. If email notice is provided, not receiving notice due to an invalid e-mail address will neither release Customer of its obligations under these Terms, nor be deemed a valid excuse or any reason.

12.5. For any questions regarding the Terms & Conditions applied, please contact us at: support@pwiz.ai