Legal

WiserAI, Inc. ("WiserAI," "we," "our," or "us") operates a website located at https://getwiser.io/ (together with any successor links and associated web pages, the "Site") through which users can purchase access to WiserAI's hosted revenue intelligence dashboard and related services (the Site and such services, the "Services").These Terms of Service ("Terms") are a binding legal agreement between you and WiserAI and govern your access to and use of the Services.



BY AGREEING TO THESE TERMS, EXCEPT FOR (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 13, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 13, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND WISERAI WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
BY BROWSING THE SITE, MAKING A PURCHASE, CREATING AN ACCOUNT, OR OTHERWISE USING THE SERVICES, YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, (II) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR OF LEGAL AGE REQUIRED IN YOUR JURISDICTION TO ENTER INTO A BINDING AGREEMENT, AND (III) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.





If you are accepting these terms on behalf of an entity (a "Customer"), (1) you represent and warrant that you have full legal authority to bind Customer to these Terms and you agree to these Terms on behalf of Customer  and (2) all references to "you" in these Terms will include Customer. If you do not have such authority or do not agree with these Terms, you must not accept these Terms, and neither Customer nor any of its users may use the Services.



We may make changes to these Terms. The "Last Updated" date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through the Site, or updating the date at the top of these Terms.

Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services.





1. Eligibility



Users under 18 years of age (or the age of legal majority where you live) may not use the Services. If you are a parent or guardian and you believe that your child under the age of 18 is using the Services without your consent, please contact us at admin@getwiser.io.



2. Your Information



You may provide certain information to WiserAI in connection with your access or use of the Services, or we may otherwise collect certain information about you when you access or use the Services. You agree to receive emails, SMS or text messages, and other types of communication from WiserAI via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to WiserAI in connection with the Services is accurate. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.



3. Accounts



(a) General. You must create an account with WiserAI in order to use some or all of the Services. You will promptly update any information contained in your account if it changes. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.



(b) Connected Accounts. In order to access certain of the features and functions of the Services, you may be required to link third-party accounts with the Services (each, a "Connected Account"). By granting WiserAI access to any Connected Account, (i) you represent and warrant that you are entitled to disclose any log-in information you provide in connection therewith (if applicable) and/or to grant WiserAI access to such Connected Accounts, (ii) you represent and warrant that you are in good standing with respect to such Connected Accounts, and (iii) you acknowledge that WiserAI may access data from such Connected Account so that it may be used in connection with provision of the Services. You further acknowledge and agree that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Without limiting the foregoing, Connected Accounts are Third-Party Services (as defined below) and the providers thereof are Third-Party Service Providers (as defined below) and, as such, are subject to the terms and disclaimers in Section 9. Wiser will have no liability for any unavailability of any Connected Account, or any Third-Party Service Provider's decision to discontinue, suspend or terminate any Connected Account.



4. User Content



(a) General. The Services may allow you and other users to create, post, store, and share content, including text, photos, videos, data, and/or other content (collectively, "User Content"). Except for the license you grant below, as between you and WiserAI, you retain all rights in, including ownership of, your User Content.
(b) Recordings. In using the Services, you may enable the creation of audio and/or audiovisual recordings (e.g., audio and/or audiovisual recordings of sales calls or other communications between you and other users or third parties) ("Recordings"). If you enable the creation of Recordings, you acknowledge and agree as follows:
i. You authorize us and our third-party contractors and service providers to reproduce, record, capture, transcribe, transmit, process, and otherwise use your name, image, voice, likeness, and other User Content as captured in such Recordings, to provide, support, monitor, analyze, and improve the Services (including, without limitation, to create aggregated and de-identified insights, learnings, extracted features, analytics, libraries, and reports based on such Recordings) ("Recording Insights"). Notwithstanding the licenses you grant us in User Content in Section 4(c) below, except as expressly permitted in this Section 4(b)(i), we will not share Recordings with third parties without your prior consent.



ii. You will, and represent and warrant that you have, provided all notices and obtained all consents necessary to create the Recordings and use the Recordings as permitted hereunder, including, without limitation, (A) all names, images, voices, likenesses, and other content of third parties captured by the Recordings and (B) by requiring such third parties to read and consent to a designated consent statement (a "Consent Statement") and you will not create any Recording involving any third party from which you have not obtained such notices and consents, including, without limitation, pursuant to a Consent Statement.



(c) License to WiserAI. Subject to Section 4(b)(i) above, you grant WiserAI a non-exclusive, royalty-free, worldwide, transferable, sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit your User Content and any name, image, voice, and likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party, solely (i) to provide, support, monitor, analyze, and improve the Services, (ii) create, use, and otherwise exploit Recording Insights, (iii) in connection with our rights in Section 4(d) below and (iv) as otherwise permitted in these Terms (including, without limitation, in Section 7(c) below). You hereby irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.


(d) Reference. You agree that we may reference you as a customer of WiserAI on the Site and in our promotional and marketing materials, including, without limitation, those that we make available to actual or prospective investors and customers. To the extent you are an entity, you consent to our use of your name and logo in connection with the foregoing.


(e) Restrictions. You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:



i. Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;



ii. Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;



iii. May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;



iv. Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;



v. Impersonates, or misrepresents your affiliation with, any person or entity;



vi. Contains any unsolicited promotions, political campaigning, advertising, or solicitations;



vii. Contains any private or personal information of a third party without such third party’s consent; or



viii. In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose WiserAI or others to any harm or liability of any type.


(f) Enforcement. Enforcement of this Section 4 is solely at WiserAI’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.



(g) Additional Terms. WiserAI takes no responsibility and assumes no liability for any User Content posted, stored, uploaded, accessed or downloaded by you or any third party, or for any loss or damage thereto, incomplete or inaccurate User Content, or for any user conduct, nor is WiserAI liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, WiserAI is not liable for any statements, representations or User Content provided by its users in any public forum or other area. We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:



i. Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;



ii. Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;



iii. Take any action with respect to your User Content that is necessary or appropriate, in WiserAI's sole discretion, to ensure compliance with applicable law and these Terms, or to protect Company’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act ("DMCA") takedown requests); and



iv. As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.



5. Conduct



You will not, in connection with your use of the Services or otherwise:



(a) Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;



(b) Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;



(c) Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;



(d) Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner; or



(e) Use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.





6. Fees and Payment Terms



(a) General. You may be required to pay fees to use the Services. Before you pay any fees, you will have an opportunity to review and accept such fees. We reserve the right to determine (and change) pricing for the Services.



(b) Recurring Subscriptions. Your use of certain Services may require enrollment in a payment plan involving automatic renewal (such Services, "Subscription Services" and such payment plan, a "Recurring Subscription"). If you use Subscription Services, you authorize us to maintain your account information and charge that account automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew unless you cancel it. If we are unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, we may in our sole discretion (i) bill you for your Subscription Services and suspend your access to such Subscription Services until payment is received or (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. You may cancel your subscription by emailing us at admin@getwiser.io]. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Subscription Services through the end of your current subscription period. We may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services, but the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Subscription Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least ten days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and we will charge your on-file payment card or method on the first day of the renewal of the subscription term.



(c) Authorization. You authorize us (or our payment processor) to charge the payment method provided to us and represent and warrant that you are authorized to use and have fees charged to such payment method. Unless otherwise communicated in writing by WiserAI, all payments pursuant to these Terms: (i) are nonrefundable; (ii) will be made in U.S. Dollars; and (iii) are exclusive of taxes and duties, which will be paid solely by you (other than taxes based on WiserAI's net income).



7. Intellectual Property; Use of Artificial Intelligence



(a) Right to Access. Subject to your compliance with the terms and conditions of these Terms, WiserAI grants you a limited, non-exclusive, revocable right to access and use the Services solely for your internal purposes.



(b) Ownership. Subject to the use rights granted under these Terms and Section 7(c) below, as between the parties, WiserAI or its licensors own and retain all right, title, and interest in and to the Services (including, without limitation, any AI Tools (as defined in Section 7(c) below) and any improvements, modifications, enhancements, or derivatives of the foregoing, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to you any rights of ownership in or related to the foregoing. Except for the rights expressly granted in these Terms, no other rights are granted to you in, to, or under WiserAI’s intellectual property rights, whether by implication, estoppel, waiver, or otherwise.



(c) AI Tools.



i. Certain features of the Services use artificial intelligence models, tools, and other technology (collectively, "AI Tools") to generate suggested text, information, results, images, and other materials (collectively, "Output") in response to User Content that you submit to the Services ("Input"). Both Input and Output are considered User Content under these Terms, and as between you and WiserAI, you own all right, title, and interest in and to any Input and Output, to the extent protectable under applicable law. The AI Tools may include artificial intelligence and other tools and technologies provided by third parties, and you acknowledge and agree that (A) your use of the AI Tools may involve access to your Inputs and Outputs by WiserAI and/or such third parties and that such access may be occur pursuant to agreements you enter into with those third parties, rather than or in addition to these Terms, (B) such tools and technologies are Third-Party Services and the providers thereof are Third-Party Service Providers and, as such, are subject to the terms and disclaimers in Section 9, and (C) you consent and authorize WiserAI to share any information you provide it with such third parties. Without limiting the foregoing, you acknowledge and agree that the Services currently use, among other Third-Party Services, OpenAI and Deepgram and you agree to be bound by OpenAI's Terms of Use (currently accessible at https://openai.com/policies/terms-of-use) and its Privacy Policy (currently accessible at https://openai.com/policies/privacy-policy), as well as Deepgram's Terms of Service (currently accessible at https://deepgram.com/terms) and its Privacy Policy (currently accessible at https://deepgram.com/privacy).



ii. You understand that due to the nature of the AI Tools, Output you generate may not be unique, and it is possible that the AI Tools may generate the same or similar Output for other users if the Inputs are similar. You acknowledge that the use of such AI Tools may affect your ability to obtain or enforce any intellectual property rights in or to the Output.



iii. YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE RAPIDLY EVOLVING AND MAY PRODUCE OUTPUT THAT IS INACCURATE, UNRELIABLE, INAPPROPRIATE, INFRINGING, OR OTHERWISE UNSUITABLE OR THAT DOES NOT MEET YOUR EXPECTATIONS.



iv. Without limiting the other restrictions or provisions of these Terms, you agree not to use the AI Tools or resulting Output in a manner that may infringe upon or violate the rights of any third party or violate any applicable laws, rules, or regulations, and you acknowledge and agree that (A) you are solely responsible for vetting and evaluating the accuracy, appropriateness, legality, and suitability for your use of any Output before using it, including evaluating whether such use will infringe upon or violate the rights of others, (B) you assume all risk associated with your use of the AI Tools and the resulting Output, and (C) WiserAI will have no liability for such use.



v. You also acknowledge and agree that we and any third parties who provide any artificial intelligence technologies used to provide the AI Tools may access and use your Input, Output and other User Content in order to train, improve, and develop such technologies and the Services and for other research and development purposes; provided, that we will not, without your consent, co-mingle your Input, Output, or other User Content with Input, Output, or User Content of any other customer of the Services in connection with the foregoing.



(d) Restrictions. You agree that the Services contain trade secrets and other valuable proprietary information belonging to WiserAI. You will not: (i) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (ii) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (iii) seek to acquire any ownership interest in or to the Services; (iv) license, offer, sell, transfer, or lease the Services or attempt any of the foregoing; (v) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (vi) access or use the Services in order to design, develop, or build a similar product or competitive product; (vii) enable access to the Services by anyone not authorized to use the Services; (viii) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by WiserAI; or (ix) circumvent or modify any security technologies designed to prevent unauthorized access to the Services. You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of WiserAI without WiserAI’s express written consent. You will not use any meta-tags or any other "hidden text" utilizing any of WiserAI’s names, trademarks, or service marks without the express written consent of WiserAI.



(e) Feedback. You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about WiserAI or the Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in WiserAI’s sole discretion. WiserAI will exclusively own all improvements to, or new, WiserAI products or services based on any Feedback. You understand that WiserAI may treat Feedback as nonconfidential.

8. Repeat Infringer Policy; Copyright Complaints



(a) Our Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").
(b) Reporting Claims of Copyright Infringement. If you believe that any content on the Services infringes any copyright that you own or control, you may notify WiserAI’s designated agent (your notification, a "DMCA Notice") as follows:
Designated Agent: Copyright Manager

Address: 1059 Marco Pl

Venice, California 90291

Telephone Number: 602-370-5953

Email Address: admin@getwiser.io
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on the Services is infringing, you may be liable to WiserAI for certain costs and damages.





9. Third-Party Services



(a) Third-Party Services. The Services rely on, interoperate with, or otherwise utilize or leverage third-party products or services (such services, "Third-Party Services" and the providers of such Third-Party Services, "Third-Party Service Providers"). These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of the Services. You acknowledge that (i) the use and availability of the Services is dependent on Third-Party Service Providers and (ii) these Third-Party Services may not operate reliably 100% of the time, which may impact the way that the Services operate. WiserAI does not make any warranties or guarantees with respect to Third-Party Services, including, without limitation, the performance or continued availability of Third-Party Services and WiserAI may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling you to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. WISERAI WILL NOT BE LIABLE FOR, AND WISERAI EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR YOUR COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS (as defined below), EACH OF WHICH ARE YOUR EXCLUSIVE RESPONSIBILITY AND LIABILITY.



(b) Additional Terms. Your access to and use of the Services may subject you to additional terms, conditions, and policies applicable to Third-Party Services (including terms of service or privacy policies of the applicable Third-Party Service Providers) ("Third-Party Terms"). You are responsible for complying with all Third-Party Terms and WiserAI is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between you and the applicable Third-Party Service Provider(s). Additionally, you are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.



10. Indemnification



You will indemnify and hold WiserAI and its affiliates, and its and their officers, employees, and agents (the "WiserAI Parties") harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with (a) your access to or use of the Services, (b) your User Content, and/or (c) your breach or alleged breach of these Terms (each, an "Indemnifiable Claim"). Additionally, you will, at WiserAI's sole election, defend WiserAI from any Indemnifiable Claims. If WiserAI directs you to defend an Indemnifiable Claim, then (i) WiserAI has the right to approve the counsel you select to defend the Indemnifiable Claim and (ii) WiserAI may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at your expense. WiserAI may also exclusively retain control of the defense of an Indemnifiable Claim. You will not settle an Indemnifiable Claim without WiserAI’s written consent.





11. Disclaimers



Your use of the Services is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, the Services are provided "as is" and "as available" without warranties of any kind, either express or implied. WiserAI disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, WiserAI does not represent or warrant that the Services are accurate, complete, reliable, current, or error-free or that access to the Services or any content provided therein or therewith will be uninterrupted. WiserAI cannot and does not represent or warrant that the Services or any content provided therein or therewith or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services. All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of WiserAI, the other WiserAI Parties, and WiserAI's respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.





12. Limitation of Liability



(a) To the fullest extent permitted by applicable law, WiserAI and the other WiserAI Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, expectation, incidental, punitive, or special damages or lost profits, business, or data, even if WiserAI or the other WiserAI Parties have been advised of the possibility of such damages.
(b) The total liability of WiserAI and the other WiserAI Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid by you to use the Services giving rise to the claim.
(c) The limitations set forth in this Section 12 will not limit or exclude liability for any matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.



13. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND WISERAI TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND WiserAI FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND WiserAI AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WiserAI AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.



FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.



(a) Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against WiserAI, that WiserAI has against you, or that you have or WiserAI has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and WiserAI as relates to these Terms, the Services, including any privacy or data security claims (collectively, "Claims," and each a "Claim"), you and WiserAI agree to attempt to first resolve the Claim informally via the following process:


• If you assert a Claim against WiserAI, you will first contact WiserAI by sending a written notice of your Claim (“Claimant Notice”) to WiserAI by certified mail addressed to 1059 Marco Pl Venice, CA or by email to admin@getwiser.io. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
• If WiserAI asserts a Claim against you, WiserAI will first contact you by sending a written notice of WiserAI’s Claim ("WiserAI Notice"), and each of a Claimant Notice and WiserAI Notice, a "Notice") to you via email to the primary email address associated with your account. The WiserAI Notice must (i) include the name of a WiserAI contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
• If you and WiserAI cannot reach an agreement to resolve the Claim within thirty (30) days after you or WiserAI receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or WiserAI first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.


(b) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or WiserAI, including any disputes in which you or WiserAI seek injunctive or other equitable relief for the alleged unlawful use of your or WiserAI's intellectual property or other infringement of your or WiserAI’s intellectual property rights ("IP Claims"), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that are not resolved in accordance with Section 13(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.


(c) Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
(d) Arbitration Procedure. All Claims must be submitted to the American Arbitration Association (the "AAA") and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA’s Consumer Arbitration Rules, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between you and WiserAI:
YOU AND WISERAI AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND WiserAI ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against WiserAI or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
For any arbitration you initiate, you will pay the consumer filing fee, and WiserAI will pay the remaining AAA fees and costs. For any arbitration initiated by WiserAI, WiserAI will pay all AAA fees and costs.
For all arbitrations where the Claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (iii) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.
If you or WiserAI submits a dispute to arbitration and the arbitrator orders any exchange of information, you and WiserAI agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and WiserAI agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against WiserAI or against you by the same or coordinated counsel or are otherwise coordinated.
In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and WiserAI understand and agree that when twenty-five (25) or more similar claims are asserted against WiserAI or you by the same or coordinated counsel or are otherwise coordinated resolution of your or WiserAI’s Claim might be delayed.
For such coordinated actions, you and WiserAI also agree to the following coordinated bellwether process. Counsel for claimants and counsel for WiserAI shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or WiserAI’s case is selected for a bellwether process, withdrawn, or otherwise resolved.
A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against WiserAI or you.
(e) One Year to Assert Claims. To the extent permitted by law, any Claim by you or WiserAI relating in any way to these Terms, the Services, or any aspect of the relationship between you and WiserAI as relates to these Terms or the Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and WiserAI will not have the right to assert the Claim.
(f) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at admin@getwiser.io or by certified mail addressed to 1059 Marco Pl Venice, CA. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14.



(g) Rejection of Future Arbitration Changes. You may reject any change we make to Section 13 (except address changes) by personally signing and sending us notice within 30 days of the change via email at admin@getwiser.io or by certified mail addressed to 1059 Marco Pl Venice, CA. If you do, the most recent version of Section 13 before the change you rejected will apply.
(h) Severability. If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.
(i) Notwithstanding anything to the contrary in the Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 13 or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.





14. Governing Law



Any Claims will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 13, then the state and federal courts located in Los Angeles County, California will have exclusive jurisdiction. You and WiserAI waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.





15. Modifying and Terminating the Services



We reserve the right to modify the Services or to suspend or terminate providing all or part of the Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of the Services, such as by sending an email or providing a notice through the Site. All modifications and additions to the Services will be governed by these Terms, unless otherwise expressly stated by WiserAI in writing. You also have the right to stop using the Services at any time, and you may terminate these Terms by ceasing use of the Services. We are not responsible for any loss or harm related to your inability to access or use our Services.





16. Severability



If any portion of these Terms other than Section 13 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.





17. Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.





18. Miscellaneous



Wisteria’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.