Terms of Service

Whizrock Terms of Service

Effective Date: 17 Nov 2023

1. Introduction and Acceptance of Terms

Welcome to Whizrock (A unit of Hieros Consulting Pty Ltd), hereafter referred to as Whizrock. These Terms of Use ("Terms") govern your use of our website, www.whizrock.com (the "Website"), and any related services provided by Whizrock (collectively, the "Services").

By accessing or using our Website and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Website or Services.

2. Description of Service

Whizrock provides a platform through its Website that offers various services related to Customer Relationship Management, Lead Generation, Social Media Management, and other related services. The Site is intended to provide information about us, our products, and services.

In providing the Services, we may obtain and rely on certain information from third parties and third-party software and applications. We cannot guarantee the accuracy or completeness of such data.

3. User Accounts and Registration

3.1 Registration

Some functions of these Services require registration. As part of the process, you will be requested to provide certain information ("Registration Data"). You agree to:

(i) Provide true, accurate, current, and complete Registration Data as prompted by the registration process;

(ii) Maintain and promptly update the Registration Data to keep it accurate, current, and complete;

(iii) Maintain the security of any confidential Registration Data and any other security or access information used by you to access the Site or Service.

3.2 Account Security

We assume that any communications and other activities through use of your Registration Data were sent or authorized by you, and you are fully responsible for all activities that occur in connection with your Registration Data.

3.3 Account Termination

We reserve the right to immediately suspend or terminate your account and refuse any and all current or future access to and use of the Site or Services (or any portion thereof) for any reason, in our sole discretion and without notice or liability to you or any third party.

4. User Conduct & Responsibilities

4.1 Compliance with Laws

In connection with your use of the Site and the Services, you agree to abide by all applicable local, state, national, and international laws and regulations and not, nor allow or facilitate a third party to, violate any rights of others or the operational or security mechanisms of the Services.

4.2 Prohibited Conduct

You agree not to engage in any of the following prohibited activities while using our Website:

- Violating any applicable laws or regulations;

- Infringing upon the intellectual property rights of others;

- Interfering with or disrupting the functionality of our Website;

- Engaging in any fraudulent or deceptive activities;

- Uploading or transmitting any harmful or malicious content;

- Collecting or storing personal information of other users without their consent;

- Impersonating any person or entity, or falsely stating or misrepresenting your affiliation with any person or entity.

5. Intellectual Property & Trademarks

5.1 Ownership

All contents included on or incorporated into the Site or Services, or as made available to you by us from time to time, is and remains solely our and our vendors' or licensors' property, and is protected by copyrights, trademarks, service marks, patents, and other proprietary rights and laws.

5.2 Limited License

Whizrock grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our Website for personal, non-commercial purposes. You may not reproduce, modify, distribute, or create derivative works based on our Website without our prior written consent.

5.3 Restrictions

Except as expressly permitted herein, you may not copy, modify, distribute, display, transfer or create derivative works of or reproduce the Site or Services or any parts thereof, including, without limitation, any materials and logos, or permit or encourage any third party to do any of the foregoing, without obtaining our prior written consent and the consent of any entity with an interest in the relevant intellectual property.

6. User Contributions

6.1 Submissions

You agree that we may, in our sole discretion, use any feedback, material, or ideas that you provide to us or post on or through the Services or the Site (each, a "Submission") in any way, including without limitations in future modifications of the Services or advertising and promotional materials relating thereto.

6.2 License Grant

You hereby grant us and our successors a perpetual, worldwide, non-exclusive, transferable, non-revocable, sub-licensable, royalty-free license to un-restrictedly use, modify, create derivative works from, distribute and display any of your Submissions, without compensation, liability, or notice to you.

6.3 Warranty

You warrant that (i) you are the author and owner of the intellectual property rights to your Submissions or have the appropriate license and sublicense rights from the owner, and (ii) all "moral rights" that you may have in your Submissions have been voluntarily waived by you.

7. Third-Party Websites and Content

The Site may include links and references to the websites of others. We may, from time to time, at our sole discretion, add or remove links to other websites without notice. These links are provided solely as a convenience to you, and access to any such websites is at your own risk.

We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites. In no event will we be responsible or liable, directly or indirectly, to anyone for any loss or damage arising from such sites.

8. Fees, Purchases, and Subscriptions

8.1 Fees

You shall pay Fees to Whizrock for the Services as stated in an Order Form or as otherwise agreed between the parties. Fees paid are not refundable. Whizrock may amend Fees by providing you with 30 days' prior notice.

8.2 Purchases

If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase, including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that:

(i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that

(ii) the information you supply to us is true, correct, and complete.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to product or service availability, errors in the description or price of the product or service, error in your order, or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

8.3 Subscriptions

Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set either monthly or annually, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal by emailing [email protected] or by contacting our customer support team atleast 3 days prior to the next renewal date.

8.4 Free Trial

Whizrock may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by Whizrock until the Free Trial has expired. On the last day of the Free Trial period, unless you cancel your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, we reserve the right to:

(i) modify the terms and conditions of the Free Trial offer or

(ii) cancel such Free Trial offer.

8.5 Fee Changes

Whizrock, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Whizrock will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

8.6 Refunds

Certain refund requests for Subscriptions may be considered by Whizrock on a case-by-case basis and granted at the sole discretion of Whizrock. Due to the digital nature of the products sold, refunds are not normally granted.

8.7 Payment Method

Where a preferred payment method is stated in the Order Form, Whizrock shall first attempt to obtain payment of Fees by that method. However, you hereby authorize Whizrock to charge any applicable Fees to the Whizrock Account.

8.8 Late Payment

If you do not pay Whizrock all Fees and any other amounts due under this Agreement within 30 days of the date on which they are due, then Whizrock may charge you interest for such time that the amount and all accrued interest remain outstanding at the lesser of:

(1) one percent per month, or

(2) the maximum rate permitted by Applicable Law.

8.9 Taxes

You shall pay all applicable taxes, value-added taxes, levies, imposts, duties, fees, deductions, withholdings, or other governmental charges which are levied or imposed by reason of this Agreement, other than taxes based on Whizrock's income.

9. Term and Termination

9.1 Term

As specified in the Order Form, this Agreement is effective on the Effective Date and will remain in effect for the initial term specified in the Order Form (the "Initial Term"), and renews automatically for additional and successive renewal terms (each a "Renewal Term").

9.2 Termination

Either party may terminate this Agreement at the end of a Term by providing the other party with written notice of its intent to terminate 30 days prior to the end of such Term.

9.3 Termination for Cause

Either party may suspend performance or terminate this Agreement if the other party is in material breach of this Agreement, and the breach is not cured within 30 days of being provided with written notice of the breach.

9.4 Effect of Termination

In the event of a termination of this Agreement, all rights to use the Service granted hereunder automatically terminate, and you shall pay all Fees owed to Whizrock for the balance of the current Term no later than 30 calendar days after the date of the termination, or the date the Fees are due, whichever is sooner.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Whizrock does not warrant that the Services will meet your requirements or that the operation of the Services will be uninterrupted or error-free. You acknowledge that the entire risk as to the quality and performance of the Services is with you.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHIZROCK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR WEBSITE AND SERVICES.

WHIZROCK'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO WHIZROCK HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

12. Indemnification

You agree to indemnify, defend, and hold harmless Whizrock, its officers, directors, employees, agents, and affiliates, from all liabilities, claims, alleged claims, loss, and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney's fees related in any way to:

(i) your breach of any term or condition of this Agreement,

(ii) your use of, reliance on or access to this site, its contents or the services;

(iii) your submissions;

(iv) your use of, reliance on or access to any third party software, applications or data resulting from your use of the site or the services.

13. Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions. You expressly consent to the exclusive jurisdiction and venue in the courts in Sydney, Australia, for any disputes arising out of or relating to these Terms or your use of the Website and Services.

14. Changes to Terms

We reserve the right to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice before any new terms take effect. It is your sole responsibility to check these Terms periodically for changes. Your continued use of the Website and Services will be deemed as your acceptance of any changes to these Terms.

15. Miscellaneous

15.1 Entire Agreement

These Terms constitute the entire agreement between you and Whizrock regarding your use of the Website and Services, superseding any prior agreements between you and Whizrock.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 No Waiver

No failure or delay by Whizrock in exercising any right or provision of these Terms will constitute a waiver of such right or provision.

16. Compliance with Relevant Laws

You agree to comply with all relevant laws, regulations, and rules ("Relevant Laws") in connection with your access to and use of the Service, including but not limited to laws relating to copyright, spam, privacy, data protection, or trademark, intellectual property, export control, and regulatory requirements, and expressly including Spam Laws.

Further, you agree not to use the data provided by Whizrock for any unlawful purposes or in a manner that is prohibited by these Terms.

"Spam Laws" means applicable spam laws and regulations in any relevant jurisdiction, including the Australian Spam Act 2003 (Cth) ("SPAM Act"), the U.S. Federal CAN-SPAM Act of 2003 ("CAN-SPAM") and Canada's Anti-Spam Legislation ("CASL"), together with any amending or replacement legislation and regulations.

17. Modifications to Services

Whizrock reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Whizrock will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

18. Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time without your consent.

19. Force Majeure

Whizrock shall not be liable for any failure or delay in performance of its obligations under these Terms where such failure or delay results from any cause beyond Whizrock's reasonable control, including, but not limited to, mechanical, electronic, or communications failure or degradation.

20. Feedback

If you provide Whizrock with any feedback or suggestions regarding the Website or Services ("Feedback"), you hereby assign to Whizrock all rights in such Feedback and agree that Whizrock shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.

21. Export Control

You agree to comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority, and not to export or re-export the Services or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.

22. Survival

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

23. Privacy Policy

Your privacy is important to us. Please review our Privacy Policy at https://whizrock.com/privacy-policy to understand our practices regarding the collection, use, and disclosure of your personal information. The Privacy Policy is incorporated by reference into these Terms of Use and forms an integral part of the agreement between you and Whizrock.

By using our Website and Services, you consent to the collection, use, and sharing of your information as described in our Privacy Policy. If you do not agree with our Privacy Policy, please do not use our Website or Services.

24. Contact Information

If you have any questions about these Terms, please contact us at: Email: [email protected]

By using our Website and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.