Terms of Engagement

These terms of engagement (the "Terms of Engagement") are a legally binding agreement between Chillz N.L.E Ltd., company number 515975272 ("Chillz", "we", "us" or "our"), and the business that uses the Chillz platform to create, sell, market or manage events, tickets or other offerings, or to promote them (the "Organizer" or "you").

These Terms of Engagement govern your use of the Chillz dashboard, tools, application programming interfaces and related business services (the "Services"). Buyers' use of the Chillz marketplace and checkout is governed by our Terms of Service. Our Privacy Policy explains how we handle personal information; it is not part of these Terms of Engagement. The Data Processing Addendum (the "DPA") and the Acceptable Use Policy (the "AUP") form part of these Terms of Engagement.

Section 22 limits Chillz's liability, and Section 23 requires you to indemnify Chillz. Section 27 specifies the courts for disputes, limits the time to bring claims, and includes waivers of class and representative proceedings.

1. Definitions

In these Terms of Engagement:

"Applicable Law" means all laws, regulations, orders, license conditions and binding guidance that apply to a party, an Event, an Offering or the relevant activity, including the Consumer Protection Law, 5741-1981, the Protection of Privacy Law, 5741-1981 and its regulations, the Communications (Telecommunications and Broadcasting) Law, 5742-1982, the Payment Services Law, 5779-2019, the Equal Rights for Persons with Disabilities Law, 5758-1998 and its regulations, the Prohibition of Discrimination in Products, Services and Entry into Places of Entertainment and Public Places Law, 5761-2000, and tax laws.
"Authorized User" means any individual who accesses the Services through your account or on your behalf, including your employees, contractors, team members, co-hosts you invite, Promoters you authorize and anyone using a temporary access code or credential you issue.
"Buyer" means a person who purchases, reserves, registers for or receives an Offering through the Services.
"Collected Funds" means amounts that Chillz, or a payment account that Chillz designates, receives from Buyers for your Offerings.
"Event" means any event, experience, venue night, activity or other occasion that you list, sell or promote through the Services.
"Fees" means the fees, commissions, charges and other amounts payable to Chillz under Section 6, including amounts charged to Buyers on Chillz's behalf.
"Offering" means a ticket, admission, reservation, table, membership, voucher, add-on, product or any other offering that you sell, give away or make available through the Services.
"Order Form" means a written order form, proposal, pricing schedule or other agreement signed or accepted by you and Chillz that refers to these Terms of Engagement.
"Organizer Content" means all content, data and materials that you or your Authorized Users provide to the Services or that Chillz prepares at your request from information you provide, including Event details, images, videos, logos, trademarks, descriptions and messages.
"Organizer Data" means Organizer Personal Data as defined in the DPA, being personal information that Chillz processes on your behalf within the Processing Scope described in the DPA, including information you upload, import, paste or enter, your contact records and audiences, your messages and campaigns and their records, purchase reports sent to your advertising accounts, and information synced from your third-party accounts.
"Payout" means a transfer of Collected Funds to you, after the deductions, holds and set-offs described in these Terms of Engagement.
"Promoter" means a person who promotes an Organizer's Events, including through tracking links or collaborator access, without selling Offerings in its own name.

Headings are for convenience only. "Including" means "including without limitation". Examples are illustrative.

2. Acceptance and Authority

2.1 Acceptance

You accept these Terms of Engagement by clicking to accept them, by signing an Order Form that refers to them, or by using the Services as an Organizer or Promoter. If you do not accept these Terms of Engagement, do not use the Services.

2.2 Authority

The individual who accepts these Terms of Engagement represents that they are at least 13 years old and are authorized to bind the Organizer. If that individual is under 18, a parent or legal guardian must also accept these Terms of Engagement and is jointly responsible with the Organizer for its obligations under them. If you use the Services on behalf of a business, "you" means that business. If you use the Services as an individual for business purposes, you accept these Terms of Engagement as a business and not as a consumer.

2.3 Order Forms and precedence

If there is a conflict between these Terms of Engagement and an Order Form, the Order Form prevails only for the commercial terms it expressly addresses, such as Fees, payout terms and the scope of services. The DPA prevails over these Terms of Engagement on data protection matters within its scope. The AUP applies in addition to these Terms of Engagement.

2.4 Promoters

If you use the Services as a Promoter, these Terms of Engagement apply to you as they apply to an Organizer, to the extent relevant to your activity, and Section 15 applies to you in particular.

3. Accounts and Authorized Users

3.1 Your account

You must provide accurate, current and complete information, including your legal name, business identification number and contact details, and keep it updated. Chillz may verify the information you provide, request supporting documents and refuse or close any account at its discretion.

3.2 Authorized Users

You are responsible for your Authorized Users, for the roles and permissions you grant them, and for all activity carried out through your account or using credentials or access codes you or your Authorized Users issue, whether or not you authorized that activity. Chillz may rely on any instruction, approval or action submitted through your account as your instruction. You must promptly remove access for anyone who should no longer have it and promptly notify Chillz of any suspected unauthorized access.

3.3 Access by Chillz

Chillz personnel and service providers may access your account and Organizer Content to provide and support the Services, to prepare or edit listings and materials at your request, to investigate suspected violations, fraud or security issues, and to comply with Applicable Law.

4. The Services

4.1 Description

The Services may include tools for creating and managing Event listings and Offerings, checkout and payment collection, check-in and scanning, reports, contact management, messaging, marketing and conversion features, integrations with third-party services, and other features that Chillz makes available from time to time. Features may vary by account, Event, location or plan, and some features may be offered only to some Organizers.

4.2 Changes to the Services

Chillz may add, change, suspend or remove any feature of the Services at any time. Features identified as beta, preview or experimental are provided as is and may be withdrawn at any time.

4.3 Listings prepared by Chillz

At your request, or to maintain consistency across the marketplace, Chillz may format, edit, translate, summarize or supplement listings and materials based on information you provide. You must review your listings. You remain responsible for the accuracy and completeness of the information you provide and for your Events and Offerings.

4.4 Marketplace placement

Chillz decides at its discretion whether, where and how Events and Offerings appear in the marketplace, in search results, in recommendations and in Chillz's marketing. Chillz may label paid, promoted or sponsored placements. Chillz does not guarantee any placement, ranking, traffic, sales or other result.

4.5 Automated and AI-generated output

The Services may include features that use automated processing or artificial intelligence, and Chillz or its tools may translate, summarize, format, supplement or suggest content, including as described in Section 4.3. Translations, summaries, suggestions and other output that Chillz or its tools generate automatically may be inaccurate or incomplete. You must review any such output before you approve it for publication or rely on it, and you must review your listings after they are published. As between you and Chillz, and to the extent permitted by Applicable Law, you are responsible for such output once it is published or used in connection with your Events or Offerings, as if you had provided it. To the fullest extent permitted by law, Chillz gives no warranty or condition, express or implied, as to such output.

4.6 Support and service levels

Chillz may offer support through the channels it chooses. Unless an Order Form expressly provides otherwise, Chillz does not commit to any support response time, uptime, availability or other service level.

5. Seller, Payment Collection and Payment Processing

5.1 You are the seller

Unless Section 5.3 applies, you are the seller of your Offerings and the "dealer" (עוסק) toward Buyers under the Consumer Protection Law. The contract for the sale of an Offering is between you and the Buyer. You are solely responsible for your Events and Offerings, including their delivery, quality, safety and legality, and for all obligations toward Buyers. Chillz is not a party to that contract and is not the organizer, producer, promoter or operator of your Events. Your event terms, refund policy, checkout terms and other terms of sale are between you and the Buyer. As between you and Chillz, they do not bind Chillz, create any obligation for Chillz or change these Terms of Engagement, unless Chillz expressly agrees to them in an Order Form.

5.2 Chillz as your limited agent

You appoint Chillz as your limited agent, in your name and on your behalf, to conclude the sale of your Offerings to Buyers through the Services and, as your limited payment collection agent, to collect payments from Buyers for your Offerings, hold Collected Funds, process refunds, deduct Fees and other amounts due under these Terms of Engagement, and remit Payouts. Chillz may perform this role through payment processors, acquirers and other service providers and through payment accounts that Chillz designates.

A Buyer's payment to Chillz, or to a payment account that Chillz designates, satisfies the Buyer's payment obligation to you to the extent of the amount paid, whether or not Chillz has remitted that amount to you. You may not pursue a Buyer for any amount that the Buyer paid in this way.

Chillz is not a trustee, fiduciary, bank, escrow agent or guarantor. Collected Funds may be held in accounts in Chillz's name together with funds collected for other Organizers. You are not entitled to interest or other earnings on Collected Funds. Your right is a contractual right to receive Payouts in accordance with these Terms of Engagement.

5.3 Where Chillz is the seller

In some cases, Chillz is the seller. Where Chillz is identified as the seller of an Offering on the Event page, at checkout or in the purchase confirmation, Chillz sells that Offering to the Buyer in its own name for that purchase. Any separate agreement between you and Chillz (including an Order Form) governs the commercial terms between you and Chillz for those sales. Unless that separate agreement expressly provides otherwise, you supply the Event and the Offering to Chillz for those sales, you remain responsible to Chillz for producing and delivering the Event and for every obligation toward Buyers that arises from the Event, including refunds required because of a cancellation or change, and Sections 8, 9, 10 and 23 apply to you for those Offerings.

5.4 Payment processors

Payments may be processed by third-party payment processors, acquirers and card companies. You authorize Chillz to share information about you, your Events and your transactions with them, and you agree to comply with their applicable rules and requirements as notified to you. Chillz is not responsible for the acts or omissions of payment processors, acquirers or card companies, including their decisions to decline, hold, reverse or limit any transaction.

5.5 Approval-based sales and holds

Where you use features that require your approval of an order, the Buyer's payment method may be authorized or the payment details stored until you approve or reject the order. You are responsible for deciding on orders in a timely and lawful manner, including in accordance with the anti-discrimination laws described in Section 9.6. Chillz may cancel, release or charge pending orders in accordance with the Services' settings and the applicable payment rules.

6. Fees and Taxes

6.1 Fees

You agree to pay the Fees set out in your dashboard, on Chillz's published pricing pages, or in an Order Form. Fees may include service fees charged to Buyers, commissions on sales, payment processing fees, refund, chargeback and cancellation fees, fees for messaging credits and other add-on services, and fees for promotional services.

6.2 Buyer-facing fees

Where the Services allow, you may choose whether some Fees are added to the price paid by Buyers or are absorbed by you and deducted from your Collected Funds. Fees charged to Buyers on Chillz's behalf belong to Chillz. Whatever you choose, you are responsible for ensuring that the price displayed for your Offerings complies with Section 9.2.

6.3 Payment of Fees

Chillz may deduct Fees and any other amounts you owe Chillz from Collected Funds. If Collected Funds are insufficient, you must pay the amount due on Chillz's demand, and Chillz may charge any payment method you have provided or recover it as described in Section 8.6.

6.4 Changes to Fees

Chillz may change its Fees by notice through the Services or by email, unless an Order Form provides otherwise. A change to Fees does not apply to sales completed before it takes effect.

6.5 Taxes and invoicing

Fees are stated inclusive of value added tax unless stated otherwise. Chillz issues tax invoices for its Fees as required by law.

Unless Chillz is the seller under Section 5.3, you are responsible for reporting your sales of Offerings, for issuing any tax invoice or other tax document required for those sales, and for paying all taxes on them. Chillz may issue payment confirmations or receipts to Buyers for amounts it collects as your agent, as permitted by law; these do not make Chillz the seller.

Chillz may deduct or withhold taxes where required by law, and may request tax and business details, certificates and confirmations from you. You authorize Chillz to display your business name, identification number, address and other seller details to Buyers on Event pages, at checkout and in confirmations, where required by law or where Chillz considers it appropriate.

Chillz does not provide tax, legal or accounting advice. Unless Chillz is the seller under Section 5.3, any tax calculation, report, receipt or other document that Chillz prepares for you in connection with your Events and Offerings, or issues on your behalf (other than tax invoices for Chillz's own Fees), is based on information that you provide and does not relieve you of your own obligations under Applicable Law. You should obtain your own professional advice on the tax treatment of your Events and Offerings.

7. Payouts

7.1 Timing

Chillz remits Payouts of the Collected Funds due to you, after the deductions, holds, reserves and set-offs described in these Terms of Engagement, at the times and by the methods Chillz determines, which may be after the Event has ended. Any payout schedule shown in the Services or stated in an Order Form is an estimate unless the Order Form expressly commits to it, and remains subject to Sections 7.3 to 7.5 and Section 8.

7.2 Conditions

Chillz may condition Payouts on the completion of verification, on your providing accurate merchant, tax and bank account details in your name, and on your compliance with these Terms of Engagement. Chillz is not responsible for delays or losses caused by inaccurate or incomplete payout details.

7.3 Holds and reserves

Chillz may, without liability, delay, withhold or hold back all or part of any Payout, or require a reserve, if Chillz considers it appropriate to protect against risk, including the risk of refunds, chargebacks, Event cancellation or change, fraud, complaints, breach of these Terms of Engagement, legal requirements or requests from payment processors or authorities. Chillz may keep a hold or reserve in place for as long as it considers the risk continues.

7.4 Advances

Chillz may, at its discretion, remit part of the Collected Funds for an Event before the Event ends. An advance is a prepayment of Collected Funds and does not oblige Chillz to make further advances. If amounts become refundable or payable after an advance, you must repay them on Chillz's demand, and Chillz may recover them as described in Section 8.6.

7.5 Corrections

Chillz may correct any error in a Payout, statement or report, including by deducting an overpayment from future Payouts or recovering it from you. You must review your statements and Payout records and notify Chillz of any suspected error within the period shown in your dashboard or, if none is shown, promptly. Statements and Payout records that you do not dispute in time are deemed accepted by you, to the extent permitted by Applicable Law.

8. Refunds, Cancellations, Chargebacks and Recovery

8.1 Your responsibility for refunds

You are responsible toward Buyers for all refunds, credits and other remedies required by Applicable Law or by your refund policy, including the cancellation rights of consumers under the Consumer Protection Law and its regulations, and refunds for cancelled, postponed, relocated or materially changed Events. Your refund policy must comply with Applicable Law and must not limit any right that Buyers have under law.

8.2 Refunds processed by Chillz

Chillz may process refunds to Buyers on your behalf from Collected Funds or from other amounts you owe or are due. Chillz may also process a refund without your approval where Chillz considers that the refund is required by Applicable Law, by payment processor or card company rules, by your refund policy, or to address fraud, a material problem with the Event or a Buyer complaint. All refunds are at your cost.

8.3 Fees on refunds

Unless Applicable Law requires otherwise or an Order Form provides otherwise, Chillz may retain its Fees on refunded sales. Where Chillz refunds Buyer-facing Fees to a Buyer, because the law requires it or because Chillz considers it appropriate in the circumstances of a cancelled or materially changed Event, you must reimburse Chillz for those Fees. Chillz may also charge a cancellation fee for cancelled Events as set out in your Fee terms or an Order Form.

8.4 Event cancellation or change

You must notify Chillz immediately, and Buyers promptly, of any cancellation, postponement, relocation or other material change to an Event. Chillz may, without liability, suspend sales, cancel the listing, notify Buyers, and refund Buyers as described in Section 8.2.

8.5 Chargebacks and disputes

You are responsible for all chargebacks, payment reversals, transaction cancellations under the Payment Services Law and under card company rules, and payment disputes relating to your Offerings, together with any related fees, fines and costs, regardless of the reason or of whether Chillz contests the chargeback. Chillz may decide whether and how to contest a chargeback and may submit information about you and your Event for that purpose. You must provide any information Chillz requests for that purpose promptly.

8.6 Negative balances, set-off and recovery

If the amounts you owe Chillz exceed the Collected Funds available to Chillz, you have a negative balance, and you must pay it on Chillz's demand. Chillz may recover any amount you owe it, under these Terms of Engagement or any other agreement, by:

setting it off against Collected Funds or Payouts for any of your Events or accounts, including accounts of entities under common control with you that have accepted these Terms of Engagement, to the extent permitted by law;
charging any payment method you have provided;
deducting it from amounts payable to you for other services; or
any other lawful means, including legal proceedings.

You must reimburse Chillz's reasonable costs of collection. Overdue amounts bear linkage differentials and interest as permitted by law.

9. Your Obligations as Organizer

9.1 Accurate listings

You must ensure that all information about your Events, Offerings, prices, terms of sale, refund policy, age restrictions, accessibility and any other material matter is accurate, complete, kept up to date and not misleading. You must honor every Offering sold through the Services.

9.2 Prices and consumer disclosures

You are responsible for complying with the Consumer Protection Law, including:

displaying the full price of each Offering, including all mandatory components, fees and charges that a Buyer must pay, as required by section 17B of the Consumer Protection Law;
refraining from any misleading statement or omission, including in advertising, as required by sections 2 and 7 of the Consumer Protection Law; and
providing Buyers with the information and cancellation rights required in a distance sale under section 14C of the Consumer Protection Law and its regulations.

You authorize Chillz to deliver to Buyers, on your behalf, the disclosures, confirmations and documents required in a distance sale, based on the information you provide, and you remain responsible for their content and for compliance.

Chillz may display information you provide, and may add information it considers required or appropriate, but you remain responsible for its content and for compliance.

9.3 Licences, permits and insurance

You must obtain and maintain all licenses, permits, approvals and authorizations required for your Events and Offerings, including business licenses, safety and fire approvals, venue permissions, and music and performance licenses. You must maintain insurance in amounts customary for your Events or required by law, and provide evidence of it on request and, if Chillz asks, have Chillz named as an additional insured. Chillz does not provide insurance for you, your Authorized Users, Buyers or attendees. Chillz has no duty to request, review or verify any insurance, or to monitor or supervise any Event, and its doing so does not make your coverage adequate or relieve you of any responsibility under these Terms of Engagement. You must notify Chillz promptly of any serious incident at or in connection with an Event, such as serious injury, death, significant property damage or police involvement, and of any claim relating to an Event that involves or may involve Chillz, and you must provide any information about it that Chillz requests.

9.4 Safety and security

You are solely responsible for the safety and security of your Events, including crowd management, staffing, security personnel, medical arrangements and compliance with instructions of the authorities.

9.5 Age restrictions and alcohol

You are responsible for setting and enforcing age restrictions for your Events and Offerings, and for complying with laws that restrict the sale or supply of alcohol, tobacco and other products to minors. Chillz is not required to verify Buyers' ages.

9.6 Accessibility and non-discrimination

You are responsible for the accessibility of your Events and for complying with the Equal Rights for Persons with Disabilities Law and its regulations, including any obligation to provide accessible seating or areas, admission for an escort without charge where required, and accessibility information. You must not refuse entry, sale or service, or set different terms, in violation of the Prohibition of Discrimination in Products, Services and Entry into Places of Entertainment and Public Places Law, including when you approve or reject orders or admit Buyers. Where Applicable Law requires accessible seats, escort tickets or accessibility information to be offered through the channels in which tickets are sold, you must make them available through the Services, or provide Chillz with the information and alternative channel the law requires, and you are responsible for doing so.

9.7 Admission and check-in

You are responsible for admission to your Events and for the use of check-in and scanning tools by your Authorized Users. Chillz is not responsible for admission decisions, duplicate or fraudulent tickets presented at the door, or entry denied or allowed by you.

9.8 Information you collect from Buyers

If you use custom checkout fields or forms to collect information from Buyers, you are responsible for that information, for the lawfulness of collecting it, and for the notices and consents it requires. You must not use these features to collect payment card details, passwords, or information of special sensitivity unless Chillz has agreed in writing.

9.9 Compliance

You must comply with Applicable Law, these Terms of Engagement, the AUP, the provisions of the Terms of Service that relate to Organizers, and Chillz's reasonable instructions in connection with your Events, Offerings and use of the Services.

9.10 Sanctions and export controls

You represent and warrant that (a) you, your owners and your Authorized Users are not designated on, and are not owned or controlled by a person designated on, any sanctions or restricted-party list that applies to Chillz or to you, and (b) you will not use the Services in breach of any sanctions or export-control law that applies to Chillz or to you, including the laws of the State of Israel. If you breach this Section 9.10, Chillz may, without liability, suspend or terminate your access to the Services, your account or these Terms of Engagement, in addition to its rights under Sections 7.3 and 24.

10. Messaging and Marketing

10.1 You control your messaging

The Services may let you send email, SMS and other messages, and set up automated messages, to Buyers, contacts and other recipients. Chillz does not control your messaging. You alone decide whether, when, to whom and what to send. For every message you send or cause to be sent through the Services, other than messages that Chillz sends in its own name for its own purposes, you are the advertiser (מפרסם) and the sender, and you are solely responsible for its content, its recipients, and its compliance with Applicable Law.

10.2 Legal requirements

Your messaging must comply with Applicable Law, including:

section 30A of the Communications (Telecommunications and Broadcasting) Law, including obtaining the recipient's prior express consent where required, identifying an advertisement as such, including your name and contact details, and providing a means to refuse further messages;
the Protection of Privacy Law, including the direct-mail provisions of sections 17C to 17F where applicable; and
the Consumer Protection Law, including the prohibition on misleading advertising.

10.3 Your warranties

You represent and warrant that, for every recipient of a message you send through the Services, you have obtained, and can document, every consent required by Applicable Law, or that an exception under Applicable Law applies, and that the recipient has not refused to receive messages from you. You must keep records of consents and refusals for as long as Applicable Law requires or as needed to defend a claim, and provide them to Chillz on request.

10.4 Opt-outs and suppression

You must honor every refusal or unsubscribe request you receive, through any channel, and promptly record it in the Services. Chillz may maintain platform-wide suppression and opt-out lists and apply them to messages you send. You must not re-add, re-subscribe or otherwise override a refusal or suppression except where Applicable Law permits and you hold a new, documented consent.

10.5 Chillz tools and checks

The Services may include sender identities that Chillz provides (including default sender names, numbers or addresses), templates, unsubscribe links, advertisement markers, sending windows, rate limits, audience filters, and automated or human moderation and compliance checks. Chillz may apply these tools and checks to enforce its policies and the law, and may delay, modify (for example, by adding required markers, footers or links), refuse or stop any message or campaign at its discretion.

These tools and checks are provided to assist you. They do not make Chillz the advertiser or the sender, do not shift any responsibility to Chillz, and are not a representation that your messages comply with the law. Where a message is sent using a sender identity that Chillz provides, you remain the advertiser and the sender, and the message must identify you as required by law.

10.6 Service messages to Buyers

You authorize Chillz to send Buyers transactional and service messages about their orders, Offerings and Events, including messages that you configure and messages Chillz considers necessary, such as confirmations, reminders, changes, cancellations and refund notices. You are responsible for any content you configure or add to these messages, and for any advertising content in them, as the advertiser and sender of that content under Section 10.1.

10.7 Credits and limits

Sending messages may require messaging credits under Section 17. Chillz may set and change sending limits, quotas and eligibility requirements, and may require that your business details, including a postal address, are complete before you send marketing messages.

11. Imported Contacts

11.1 Your warranties

If you upload, import, paste or sync contacts or other personal information into the Services, you represent and warrant that:

you collected it lawfully and in compliance with Applicable Law, including the notice requirements of section 11 of the Protection of Privacy Law;
you have every right, consent and authorization required to provide it to Chillz and to have Chillz process it as described in these Terms of Engagement and the DPA, including for the messaging you intend to send;
it was not purchased, rented or otherwise obtained in a manner that does not permit your intended use, and it is accurate to the best of your knowledge; and
it does not include information of special sensitivity, identity or payment card numbers, unless Chillz has agreed in writing.

11.2 Chillz's rights

Chillz may require you to confirm these warranties before importing or sending, may review, reject, quarantine or delete imported data that Chillz considers to present a legal or reputational risk, and may suspend messaging to imported contacts.

12. Tracking Technologies and Advertising Integrations

12.1 Your tags

The Services may let you add analytics and advertising tags, pixels or similar technologies to your Event pages and checkout, and may let you connect your advertising accounts. You are responsible for your tags and accounts, for the notices and consents they require, for your agreements with the providers of those technologies, and for your use of the information they collect.

12.2 Purchase reports

If you enable the feature, you instruct Chillz to send information about purchases and other actions on your pages, which may include hashed contact details, to the advertising accounts you designate. Chillz does so as your processor under the DPA. Chillz may apply Buyers' privacy choices as implemented in the Services, and may limit, change or stop these reports at any time.

12.3 Chillz's rights

Chillz may disable, remove or limit any tag, pixel or integration that Chillz considers unlawful, insecure, harmful to the Services or inconsistent with Buyers' choices or with Chillz's policies.

13. Third-Party Services and Integrations

13.1 Integrations

The Services may let you connect third-party services, such as ticketing platforms, distribution channels, calendars, customer relationship management tools and advertising platforms. By connecting a third-party service, you authorize Chillz to access your account with that service, to retrieve, sync, create and update data and listings in it on your behalf, and to act on your instructions, as the integration allows.

13.2 Your responsibility

You are responsible for complying with the terms and policies of each third-party service you connect, and for obtaining any consent those terms require. Data synced from a third-party service into the Services is Organizer Data. Third-party services are not under Chillz's control, and Chillz is not responsible for their availability, accuracy, security or acts. Chillz may suspend or discontinue any integration at any time.

13.3 Google Maps

Some features of the Services use Google Maps. Your use of Google Maps features is subject to the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy.

13.4 Connected ticketing platforms

If you connect an account with Eventbrite or another ticketing or distribution platform, you confirm that you are authorized to connect it, and you expressly consent to Chillz accessing, retrieving, storing, using and writing, on your behalf, the event, ticket, order, attendee, venue and other content in that account, to sync your listings and Offerings, reconcile and report your sales, issue and check in tickets, and keep financial, tax and legal records. This consent includes content relating to events that have already taken place, and retaining that content after your events end and, to the extent that platform's terms permit, after you disconnect, for record-keeping, legal and dispute purposes. You may withdraw this consent by disconnecting the account, which may stop the integration. Chillz is not owned, controlled, endorsed or sponsored by any such platform. Chillz may delete or stop using content obtained from a connected platform where that platform's terms require it.

The Services may let you enable features that display information about attendance, demand, availability, prices or other signals, including attendee names, photos, profile information and counts. You are responsible for the settings you choose and for ensuring that everything displayed for your Events is true and not misleading under the Consumer Protection Law. You must not use any feature of the Services to display information that is false or misleading, including fabricated attendance, demand, scarcity or reference prices. Chillz may change, limit or disable these features and their displays at any time.

14.2 Co-hosts and shared access

The Services may let you invite other businesses or individuals as co-hosts, collaborators, scanners or Promoters, or share access to Events, attendee lists or reports. You are responsible for every person to whom you grant access and for their use of the information made available to them. You must ensure that they use that information only in connection with the relevant Event and in compliance with Applicable Law. Chillz is not responsible for the acts or omissions of anyone to whom you grant access.

15. Promoters and Tracking Links

15.1 Independent relationship

Promoters are independent of Chillz and are not Chillz's agents, employees or representatives. Any commission, fee or other compensation for a Promoter is solely a matter between the Organizer and the Promoter. Chillz is not a party to that arrangement and is not responsible for paying any Promoter, unless Chillz has expressly agreed to do so in a signed writing.

15.2 Reports

Sales attribution, tracking-link statistics and similar reports in the Services are provided for information only. They may be incomplete or inaccurate and do not determine any person's entitlement to compensation.

15.3 Promoter obligations

A Promoter must comply with these Terms of Engagement, the AUP and Applicable Law, including the messaging requirements in Section 10, and must not represent itself as Chillz or as acting on Chillz's behalf. An Organizer that authorizes a Promoter is responsible to Chillz for the Promoter's activity in connection with the Organizer's Events.

16. Resale and Transfers

If you enable features that let Buyers transfer or resell Offerings, you authorize the transfer and resale flows offered by the Services, including the Fees that apply to them, the cancellation of the original Offering, and the issue of a new Offering to the recipient. You are responsible for ensuring that your resale and transfer settings comply with Applicable Law. Chillz may limit, change or disable these features at any time.

17. Messaging Credits and Other Purchases from Chillz

17.1 Terms of sale

When you buy messaging credits, promotional services or other services from Chillz, the price, quantity and any description shown at the time of purchase or in an Order Form apply. You must pay in advance unless agreed otherwise.

17.2 Credits

Messaging credits:

are consumed at rates that Chillz sets and may change, which may vary by channel, destination, message length, encoding and other factors;
may be consumed for messages submitted for sending, whether or not a message is delivered;
may expire as shown at the time of purchase or in your account;
have no cash value, and may not be transferred or exchanged for money; and
are non-refundable, except as required by law.

Chillz may correct credit balances to reflect errors, and may cancel credits on termination for your breach.

17.3 Promotional services

Paid promotion, featured placement and similar services do not guarantee any ranking, exposure, traffic, sales or other result. Chillz may label promoted content as it considers appropriate. Chillz may set off fees for promotional services against your Collected Funds.

18. Organizer Content and Intellectual Property

18.1 Your license to Chillz

You retain ownership of your Organizer Content. You grant Chillz and its affiliates a worldwide, non-exclusive, royalty-free, transferable and sublicensable license to host, store, reproduce, adapt, modify, format, resize, crop, translate, excerpt, combine with other content, publish, display, perform, distribute and otherwise use your Organizer Content, including your names, trademarks and logos:

to operate, provide and improve the Services;
to promote your Events and Offerings, including on third-party distribution channels, search engines, social media and advertising platforms; and
to market and promote Chillz and the Services, in any media.

Chillz may sublicense these rights to its service providers, distribution partners and advertising platforms for these purposes. This license continues after you remove Organizer Content or after these Terms of Engagement end, for content already published, distributed, cached or incorporated into materials, and for archival, legal and record-keeping purposes.

18.2 Your warranties

You represent and warrant that you own or have obtained all rights, licenses, consents and releases needed for your Organizer Content and for Chillz's use of it under these Terms of Engagement, including from performers, photographers and people who appear in it, and that your Organizer Content does not infringe any third-party right or Applicable Law.

18.3 Chillz's rights in content

Chillz may review, edit, refuse, remove or disable access to any Organizer Content at its discretion, without obligation to do so.

18.4 Chillz's intellectual property

Chillz and its licensors own all rights in the Services, including software, designs, data compilations, trademarks and documentation. Subject to these Terms of Engagement, Chillz grants you a limited, revocable, non-exclusive, non-transferable license to use the Services for your business purposes. You must not copy, modify, reverse engineer, scrape, resell or create derivative works of the Services, or use them to build a competing service, except as Applicable Law expressly permits.

18.5 Feedback

If you provide suggestions or feedback, Chillz may use them for any purpose without obligation to you.

19. Data Protection

19.1 Roles

Chillz is an independent controller of personal information that it collects through its own checkout, booking, account and other flows, including information about Buyers and about you and your Authorized Users, and may use it for its own purposes as described in its Privacy Policy.

You are an independent controller of the personal information about Buyers that you receive through the Services, and you are responsible for your own compliance with Applicable Law in using it, including registering any database where required, providing required notices, securing the information and responding to requests from individuals.

Chillz processes Organizer Data on your behalf, and the DPA applies to that processing.

19.2 Your use of Buyer information

You may use Buyer information that you receive through the Services only in compliance with Applicable Law and with the choices Buyers have made, including any refusal to receive marketing. You must maintain a privacy notice where required by law.

19.3 Platform-wide records

Chillz may keep and use records of Buyers' choices, consents and refusals, and suppression lists, across Organizers and the Services, to comply with the law and to protect recipients and the Services.

19.4 Your information

Chillz handles personal information about you and your Authorized Users as described in its Privacy Policy. You must make that policy available to your Authorized Users.

20. Confidentiality

Each party may receive non-public information of the other party that is identified as confidential or that a reasonable person would understand to be confidential. The receiving party must use it only for the purposes of these Terms of Engagement and protect it with reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or independently developed, or that it lawfully received from a third party. A party may disclose confidential information where required by law or by a competent authority, and to its affiliates, advisers, service providers and potential investors or acquirers who are bound by confidentiality obligations. Fees and terms in an Order Form are Chillz's confidential information. Information that Chillz collects or uses as an independent controller, information Chillz may use under Section 18, Section 19, the DPA or its Privacy Policy, and aggregated or de-identified information are not your confidential information, and this Section does not limit Chillz's use of them.

21. Disclaimers

To the fullest extent permitted by law, the Services are provided "as is" and "as available". Chillz disclaims all warranties and conditions, express or implied, including warranties of fitness for a particular purpose, merchantability, non-infringement, accuracy and availability, and any warranty that the Services will be uninterrupted, error-free, secure, or that they will achieve any sales or other result. Chillz does not warrant that any message will be delivered, or delivered on time. Subject to the DPA, Chillz does not warrant that Organizer Content or other data that you upload will not be lost or corrupted. Unless an Order Form provides otherwise, Chillz does not guarantee that any payment will be collected or that a Buyer's payment will not be reversed or charged back.

Chillz is not responsible for Events, Offerings, Organizer Content, Buyers' conduct, the acts or omissions of Promoters, co-hosts or other users, payment processors, telecommunications carriers or third-party services, or for delays, failures or losses caused by networks, devices or circumstances outside Chillz's reasonable control. Chillz is not responsible for the filtering, blocking or delay of messages by carriers or other providers. Subject to the DPA, Chillz is not responsible for the loss or corruption of Organizer Content or other data that you upload, and you are responsible for keeping your own copies of it. Reports, analytics, forecasts and recommendations in the Services are provided for information only.

22. Limitation of Liability

22.1 Excluded damages

To the fullest extent permitted by law, Chillz and its affiliates, and their respective officers, directors, employees, agents, licensors and service providers, are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, opportunity or data, arising out of or in connection with these Terms of Engagement or the Services, however caused and on any theory of liability, including negligence, even if advised of the possibility of such damages.

22.2 Cap

To the fullest extent permitted by law, the total liability of Chillz and its affiliates, and their respective officers, directors, employees, agents, licensors and service providers, taken together and not each separately, arising out of or in connection with these Terms of Engagement and the Services, on any theory of liability, including negligence, is limited to the greater of (a) the Fees that you yourself bore in the 12 months before the first event giving rise to liability (meaning Fees deducted from Collected Funds due to you or otherwise paid by you) and (b) NIS 500. Fees and other amounts charged to or paid by Buyers, including Fees that you pass on to Buyers, do not count toward the amount in (a). This cap applies to all claims in the aggregate, including claims under the DPA and the AUP, and not to each claim, event or document separately.

22.3 Exceptions

The cap in Section 22.2 does not limit Chillz's obligation to remit Payouts of Collected Funds that are due to you under these Terms of Engagement, subject to Chillz's rights of deduction, hold and set-off. Nothing in these Terms of Engagement excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for fraud or intentional misconduct. The exclusions and limits in this Section 22 limit only the liability of Chillz and the persons protected by this Section 22. They do not limit your obligation to pay Fees and any other amount you owe Chillz, your indemnification obligations under Section 23, or your liability for breach of the AUP or for misuse of Buyer information or other data made available to you through the Services.

23. Indemnification

You must indemnify, defend and hold harmless Chillz and its affiliates, and their respective officers, directors, employees, agents, licensors and service providers, from and against all claims, demands, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with:

your Events and Offerings, including their cancellation, change, delivery, safety and any injury, loss or damage occurring at or in connection with them;
refunds, chargebacks, reversals and disputes relating to your Offerings;
your messaging, including any claim that a message was sent without consent or in violation of Applicable Law;
your Organizer Content and Organizer Data, and your use of Buyer information;
your tags, integrations and third-party services;
your taxes;
the acts or omissions of your Authorized Users, Promoters, co-hosts and anyone to whom you grant access; and
your breach of these Terms of Engagement, the DPA, the AUP or Applicable Law,

except to the extent a court finally determines that the loss was caused by Chillz's intentional misconduct. Chillz may control the defense of any claim, and you must cooperate with Chillz and must not settle any claim that imposes an obligation or admission on Chillz without Chillz's written consent. Chillz may set off amounts due under this Section as described in Section 8.6.

24. Suspension and Termination

24.1 By Chillz

Chillz may suspend or restrict your access to all or part of the Services, suspend sales, unpublish Events, pause messaging, or terminate these Terms of Engagement or your account, at any time, with or without notice, including where Chillz suspects a breach of these Terms of Engagement, the AUP or Applicable Law, fraud, a risk to Buyers, to Chillz or to the Services, excessive refunds, complaints or chargebacks, or where required by a payment processor, carrier or authority. Chillz may also terminate these Terms of Engagement for convenience by giving reasonable notice. To the fullest extent permitted by law, and without affecting Chillz's obligation to remit Payouts of Collected Funds that are due to you, as described in Section 22.3, Chillz is not liable to you for any suspension, restriction, limitation, removal, unpublishing, sales suspension, cancellation, payout hold, reserve, set-off or termination made under these Terms of Engagement.

24.2 By you

You may stop using the Services at any time and may terminate these Terms of Engagement by notice to Chillz, subject to Section 24.3.

24.3 Effect of termination

On termination:

your license to use the Services ends, and Chillz may stop selling your Offerings;
you remain responsible for all Events and Offerings sold before termination, and for all refunds, chargebacks, Fees and other amounts relating to them, whenever they arise;
all amounts that you owe Chillz as of the termination date become due immediately, subject to Applicable Law;
Chillz may hold Collected Funds for as long as it considers necessary to cover refunds, chargebacks and other amounts that may become due, and then remit any remaining balance to you, subject to set-off; and
Chillz may delete your account and Organizer Content, subject to the DPA and its legal obligations, and you are responsible for exporting any data you need before termination.

Sections 4.5, 4.6, 5.1 to 5.4, 6, 7.1 to 7.5, 8, 9, 10.1, 10.3 to 10.6, 11.1, 12.1, 12.2, 13.1, 13.2, 13.4, 14, 15.1, 15.2, 16, 17.2, 18, 19, 20 to 23, 24.1, 24.3 and 26 to 29, and any other provision that by its nature should survive, survive termination.

25. Changes to these Terms of Engagement

Chillz may change these Terms of Engagement from time to time. Chillz will post the updated Terms of Engagement with their effective date and give you notice of material changes through the Services or by email, or such other notice as Applicable Law requires. If you do not agree to a change, you may terminate these Terms of Engagement before the change takes effect. If you continue to use the Services after a change takes effect, the change applies to you. A change does not apply to disputes that arose before it takes effect.

26. Assignment

You may not assign or transfer these Terms of Engagement, or any right or obligation under them, without Chillz's prior written consent. Chillz may assign or transfer these Terms of Engagement, in whole or in part, including its rights to any amounts owed to it and the related data, to an affiliate or to a successor in connection with a merger, reorganization, acquisition or sale of all or part of its business or assets, without your consent. After such an assignment, you are bound to the assignee as you were to Chillz. To the extent permitted by Applicable Law, where the assignee assumes Chillz's obligations under these Terms of Engagement, the assignee becomes a party in place of Chillz to the extent of the transfer, and, to that extent, Chillz is released from the obligations arising after the assignment takes effect that the assignee assumes. You consent in advance to any such assignment, transfer and release.

27. Governing Law and Jurisdiction

These Terms of Engagement and any dispute arising out of or in connection with them or the Services are governed by the laws of the State of Israel, without regard to its conflict-of-laws rules. The competent courts in Tel Aviv-Jaffa have exclusive jurisdiction over any such dispute. Chillz may also seek injunctive or other relief, or bring proceedings to recover amounts owed to it, in any court of competent jurisdiction.

To the extent permitted by law, any claim by you against Chillz arising out of or in connection with these Terms of Engagement or the Services must be filed within one year after the facts giving rise to the claim occurred, or it is barred.

To the extent permitted by Applicable Law, you may bring claims against Chillz only on your own behalf, and not as a plaintiff or class member in any class, collective or representative proceeding. If this paragraph is held unenforceable as to a particular claim, it remains in effect as to every other claim, and the rest of this Section 27 is unaffected.

28. Notices and Electronic Communications

You agree to receive communications from Chillz electronically, including through the Services, by email and by SMS, and agree that electronic communications satisfy any legal requirement that a communication be in writing. Chillz may send notices to the email address or phone number associated with your account, and a notice is effective when sent. You must send legal notices to Chillz at support@chillz.com. Your acceptance of these Terms of Engagement and of any Order Form electronically has the same effect as a signature.

29. General

29.1 Entire agreement

These Terms of Engagement, together with the DPA, the AUP and any Order Form, are the entire agreement between you and Chillz about their subject matter and supersede all prior agreements and understandings about it. To the extent permitted by Applicable Law, neither party has relied on any statement, promise, representation or understanding that is not set out in or expressly incorporated into those documents, other than the information that you provide to Chillz about yourself, your business, your Events and your Offerings, and no statement or advice, oral or written, from Chillz or Chillz personnel creates any warranty or obligation that is not expressly set out in or incorporated into those documents. Nothing in this Section 29.1 limits liability for fraud, as provided in Section 22.3. Terms in any purchase order, policy or other document that you provide do not bind Chillz and do not form part of these Terms of Engagement, unless Chillz expressly agrees to them in an Order Form.

29.2 Relationship

The parties are independent contractors. Except for the limited agency described in Section 5.2, nothing in these Terms of Engagement creates an agency, partnership, joint venture, franchise or employment relationship, and neither party may bind the other.

29.3 Force majeure

Chillz is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including war, hostilities, terrorism, a state of emergency, instructions of the authorities, pandemic, natural disaster, strike, power or network failure, cyberattack, or the failure of a payment processor, carrier or other service provider.

29.4 Severability and waiver

If any provision of these Terms of Engagement is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. A failure or delay in exercising a right is not a waiver of it.

29.5 No third-party beneficiaries

Except for Chillz's affiliates and the persons protected by Sections 22 and 23, no third party has any right under these Terms of Engagement.

29.6 Language

These Terms of Engagement may be provided in Hebrew and in English. Each version is intended to have the same meaning. To the extent permitted by applicable law, if the versions conflict, the version that you were shown when you accepted these Terms of Engagement prevails.

30. Contact

Chillz N.L.E Ltd.
Email: support@chillz.com
Privacy inquiries: privacy@chillz.com