Terms

(“Adwhiz,” “We,” or “Us”) and the Publisher (as defined in Section 2 herein) hereby agree to the terms and conditions set forth in these Terms of Service (the “Terms of Service”). These Terms of Service confirm and clarify respective rights and obligations between Adwhiz and the Publisher in connection with Publisher’s access to and use of the Adwhiz Platform and the Services.

1. DEFINITIONS

The following terms have the meanings ascribed to them below. All references to Section or Subsection numbers refer to Sections or Subsections in these Terms of Service, unless expressly stated otherwise.

“Account” means an account created for Publisher by completing the registration process on the Site or by an Adwhiz sales representative for Publisher’s authorized access to and use of the Services on the Site.
“Adwhiz Platform” means the Adwhiz proprietary marketing platform, which facilitates online and application marketing, personalization, and sharing Publisher Content on the web through use of the Adwhiz dashboard that allows participating websites to offer personalized push notifications for their end users.
“Adwhiz Technology” means software, code, proprietary methods and systems used to provide the Site or Services. Adwhiz Technology includes the Adwhiz Platform, Site, and Downloadable Code.
“Downloadable Code” means the code provided on the Site that enables the installation of the Adwhiz Technology on the Publisher Site(s).
“End User” means an individual who is accessing a Publisher Site.
“Personnel” means, collectively or individually, those employees, agents, contractors and consultants of a party and those of its consultants, subcontractors, representatives, or agents.
“PI” means information defined as personally identifiable or personal information or data by the applicable Rules of the jurisdiction in which Publisher Data is collected.
“Publisher Content” means the content on the Publisher Site.
“Publisher Data” means the data collected from the Publisher Site(s) (i) upon download of the Adwhiz Codes by the Publisher and (ii) regarding End User’s visit to and activity on the Publisher Site(s).
“Publisher Site” means a website, URL, web page and/or software application, owned or operated by Publisher on which the Services are enabled or used.
“Rules” means all applicable data protection, electronic communications and privacy laws, rules, regulations, regulatory guidelines, as well as any applicable self-regulatory guidelines.
“Services” means the technology, services, and applications provided by Adwhiz including, without limitation, reports or other customized services related to the Publisher Site(s).
“Site” means https://www.adwhiz.ca

2. GENERAL

Publisher is the owner or operator of the Publisher Site(s) (“Publisher”) and desires to use the Adwhiz Platform to personalize the Publisher’s web push notifications, recommendations and messaging, and to allow End Users to subscribe, view, click, and interact with Publisher Content using Adwhiz services.

The Adwhiz Platform is designed to maximize distribution of Publisher Content, drive traffic back to Publisher Site(s), boost conversions (such as signups and purchases), and provide Publisher with insights into End Users’ engagement and activity.

3. LICENSE

By downloading the Downloadable Code from the Site and accessing or using the Services on the Publisher Site(s) or within Publisher Content, the Publisher agrees that Adwhiz may collect Publisher Data related to an End User's visit to and activity on the Publisher Site(s).

Except as specified in Section 11, Publisher grants Adwhiz a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sublicensable license to:

collect, use, and disclose the Publisher Data to third parties consistent with these Terms of Service and allow Adwhiz’s third-party data partners to do the same, including for advertising purposes; and
use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the Publisher Data for any purpose and in any medium now known or later developed, including incorporation into any Adwhiz product or service.

Publisher warrants that it has the authority to grant this license, that Adwhiz’s exercise of rights will not infringe third-party rights, and that all moral rights in the Publisher Data have been waived.

4. PUBLISHER ACCOUNT

To access the Adwhiz Platform and Services, Publisher must create an Account on the Site and provide true, accurate, and up-to-date information.

Publisher must comply with all applicable laws and regulations, including those relating to data privacy. Access credentials may only be shared with authorized Personnel, and Publisher is responsible for maintaining confidentiality.

Fees: Publisher will pay all applicable fees as per plan or invoice terms.
Refunds: Certain refund requests may be considered by Adwhiz on a case-by-case basis, at Adwhiz’s sole discretion.

5. PUBLISHER CONTENT

Publisher is responsible for Publisher Content and warrants that it has all rights to upload, transmit, and make such content available through the Services.

Adwhiz does not endorse Publisher Content and disclaims liability related to it.

6. TERMINATION

Termination: Adwhiz may terminate Publisher’s access to the Site or Services at any time without prior notice.
Effect of Termination: Publisher must discontinue use of the Services and remove all Adwhiz Technology and Downloadable Code.
Survival: Sections that by nature should survive termination (e.g., Ownership, Licenses, Confidentiality, Indemnification) shall remain in effect.

7. GENERAL RULES OF CONDUCT

Publisher agrees not to:

Conduct illegal activities while using the Site or Services.
Upload harmful, unlawful, obscene, defamatory, or objectionable content.
Reverse engineer or attempt to derive source code of Adwhiz Technology.
Impersonate any entity or misrepresent affiliation.
Promote content in violation of law or Adwhiz’s discretion.
Mirror, frame, or disrupt the Site’s functionality.

8. OWNERSHIP AND ADWHIZ LICENSES

Publisher acknowledges that Adwhiz Technology is owned by Adwhiz or its licensors and protected under intellectual property laws. Adwhiz grants Publisher a limited, non-transferable, non-exclusive license to use the Downloadable Code solely for enabling the Services.

9. FEEDBACK

Any suggestions, improvements, or feedback provided by Publisher may be freely used by Adwhiz without compensation, and Publisher grants Adwhiz a perpetual, royalty-free license to use such Feedback.

10. DATA COLLECTION AND PRIVACY

Adwhiz may use cookies, tokens, and tracking technologies to collect Publisher Data for purposes including audience targeting and service improvement.

Adwhiz may aggregate data to create anonymized segments but will not sell personally identifiable Publisher Data. Publisher must not provide Adwhiz with PI that directly identifies individuals unless expressly permitted.

11. MODIFICATIONS

Adwhiz reserves the right to modify or discontinue the Site or Services without notice. Continued use by Publisher constitutes acceptance of such changes.

12. CONFIDENTIAL INFORMATION

Both parties agree to keep each other’s confidential information secure and use it only for purposes described in these Terms. Confidential Information includes non-public business, technical, and strategic information.

13. PUBLISHER LOGOS

Publisher grants Adwhiz a non-exclusive license to use Publisher’s name and logo for promotional purposes, subject to approval.

14. DISCLAIMERS

The Site and Services are provided “as is” and “as available” without warranty. Adwhiz disclaims all implied warranties, including merchantability, non-infringement, and fitness for purpose.

15. LIMITATIONS OF LIABILITY

Neither party is liable for indirect, incidental, special, or consequential damages. Adwhiz’s total liability will not exceed fees paid by Publisher in the six (6) months preceding the claim.

16. FORCE MAJEURE

Neither party will be liable for failure to perform due to causes beyond reasonable control, including natural disasters, internet outages, strikes, or government actions.

17. INDEMNIFICATION

Publisher agrees to indemnify and defend Adwhiz against claims arising from:

Publisher’s use of the Services not in conformance with this Agreement;
Publisher’s violation of law or third-party rights;
Publisher Content that infringes third-party IP;
Malicious code introduced by Publisher.

Adwhiz may seek remedies including modifying Services or termination.

18. MISCELLANEOUS

Notices: Notices must be delivered in writing to the address provided by each party.
Governing Law: If Publisher is domiciled in North America, Australia, or similar regions, law of Sydney, Australia applies. For Middle East or Europe, law of Dubai, UAE applies.
Assignment: Publisher may not assign obligations without Adwhiz’s prior consent.
Amendments: Adwhiz may amend these Terms, with notice via Site or email. Continued use constitutes acceptance.
Third-Party Links: Adwhiz is not responsible for third-party sites linked through the Services.