TERMS & CONDITIONS

THESE TERMS & CONDITIONS describe the terms according to which, and conditions subject to which, Wisr, Inc., a Delaware corporation (“Wisr”), is granting to you the right to use Wisr’s website and the software platform it is making available to you (the “Software Product”).

1.     License Terms.

1.1 Wisr hereby grants to you a limited, nonexclusive and nontransferable license for you to the Software Product in accordance with these Terms & Conditions.  You may not (a) authorize or license any third-party to use the Software Product or any part thereof (whether directly or indirectly) or (b) distribute, license, sublicense, promote, distribute, market, sell, lease, assign, convey, transfer or transmit the Software Product or any part thereof.

1.2 All right, title and interest in and to each of the following is, will be and at all times will remain the exclusive property of Wisr and any third-parties whose software programs may have been, or may be, incorporated into the Software Product:  (a) the Software Product, (b) any software, software modifications, derivative works, processes, and other intellectual property rights relating to data processing and information technology developed or held by you or Wisr (each, a “Party”) from such Party’s use of the Software Product and (c) all copyright, trademark, patent, trade secret and intellectual property rights in the Software Product.  Wisr, on behalf of itself and any third-parties with software that may have been, or may be, incorporated into the Software Product, reserves all of its, and all of such third-parties’, rights in the same.

1.3 You will (a) use the Software Product in accordance with these Terms & Conditions and all applicable laws, (b) promptly report to Wisr any flaws, errors, bugs, defects or other problems in or with the Software Product that it identifies, (c) notify Wisr of any change to the information you provided upon logging into and/or creating your account within the Software Product and (d) comply with the provisions of Wisr’s privacy policy.

2.     Use of the Software Product.

2.1 You hereby authorize Wisr to access and process the information you provide to it, including, without limitation, personal information.

2.2 When you sign up to use the Software Product, you will choose a password.  You are entirely responsible for maintaining the confidentiality of your password.  You may not use the account, username or password of any other at any time.  You may not disclose your password to any third-party.  You will notify Wisr immediately if you suspect any unauthorized use of your account or access to your password.  You are solely responsible for any and all of the Software Product under your username.

2.3 The Software Product may not be used for direct commercial endeavors unless otherwise authorized by Wisr.  Illegal and/or unauthorized use of the Software Product, including collecting usernames, user id numbers, and/or email addresses by electronic or other means, or employing third‑party promotional sites or software to promote profiles for money, is prohibited.  Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed you’re your profile without notice or explanation and may result in Wisr’s terminating your access to the Software.

3.     Limitations on Liability.

3.1 THE SOFTWARE PRODUCT IS PROVIDED BY WISR ON AN “AS-IS” BASIS.  ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED.  WITHOUT LIMITATION, WISR NEITHER REPRESENTS AND WARRANTS, NOR COVENANTS, THAT (a) THE OPERATION AND/OR USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE SOFTWARE PRODUCT WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE SOFTWARE PRODUCT ARE CAPABLE OF CORRECTION OR (d) THE SOFTWARE PRODUCT MEETS THE REQUIREMENTS OF ANY PARTY WHATSOEVER.  THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

3.2 IN NO EVENT MAY WISR BE LIABLE TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER.  FURTHER, WISR MAY NOT BE HELD LIABLE TO YOU, OR TO ANY THIRD-PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THESE TERMS & CONDITIONS, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.

3.3 YOU ACKNOWLEDGE THAT WISR HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS §2 AND, BUT FOR ITS INCLUSION HEREIN, WOULD NOT HAVE PERMITTED YOU TO USE THE SOFTWARE PRODUCT AND WOULD NOT HAVE GRANTED TO YOU THE LICENSE IN §1.1.

3.4 Wisr, in its sole discretion, may, at any time, terminate the license granted in §1.1 as to any portion of the Software Product and may or may not provide a substitute therefor.

3.5 You acknowledge (a) that Wisr will suffer irreparable harm, and that the amount of monetary damages would be extremely difficult or impossible to calculate, if you breach your obligations according to these Terms & Conditions and (b) that if you breach such obligations, Wisr may seek, and you covenant not to dispute any attempt by Wisr to seek, injunctive relief without proving actual damages and (c) that remedies sought by Wisr in accordance with this §3.5 will be in addition to, and without limitation of, any other rights to which Wisr may be entitled according to these Terms & Conditions or Law.

4.     Confidentiality.

4.1 Wisr may deliver to you (a) information relating to these Terms & Conditions that is not generally known to the public or that constitutes a trade secret, (b) information that is owned, developed or acquired by Wisr, including Wisr’s financial data, business plans, customer information, software, programming, systems and use documentation, technical information, technology, designs, ideas, inventions, data, data formats and files, and all copies and tangible embodiments thereof and (c) other information deemed by Wisr to be confidential (collectively and any of the same, “Confidential Information”).

4.2 If you receive Confidential Information, you (a) will use such Confidential Information solely for the purpose of carrying out its obligations according to these Terms & Conditions, (b) will hold such Confidential Information in confidence and take reasonable precautions to protect such Confidential Information (including all precautions that you employ with respect to your confidential materials or those of your organization), (c) may not divulge any such Confidential Information or any information derived therefrom to any third-party and (d) will only divulge such Confidential Information to those who have a need to know such information.

4.3 The provisions of §3.2 may not be applied (a) to any Confidential Information that (1) is or becomes (through no improper action or inaction by you) generally available to the public, (2) was in your possession or known by you prior to receiving it, (3) was properly disclosed to you without any obligation of confidentiality or (4) was discovered or created by you without reliance on such Confidential Information (as shown in your records) or (b) to disclosures required by law or court order, provided that you (1) use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order with respect thereto, (2) allow Wisr to participate in the proceedings related to such legal or court-ordered requirement and (3) cooperate reasonably with the efforts to contest or limit the scope of such required disclosure.

5.     Term & Termination.

5.1 These Terms & Conditions will remain in full force and effect for so long as you are using the Software Product.  At any time, Wisr may terminate these Terms & Conditions and, as a result, the license granted in §1.1 and your access to the Software Platform.  For the avoidance of doubt, Wisr may not be obligated to provide to you any notice of such termination.  Immediately upon the termination of these Terms & Conditions, (a) you will have no further right, title or interest in the Software Product or any part thereof, including any license in either of the same and (b) you may not use the Confidential Information and will destroy or return all copies thereof (at the sole and absolute discretion of Wisr).  The provisions of §§1.2, 1.3, 2 and 3, the provisions of this §4 and, as and where applicable, the provisions of §5 will survive any termination of these Terms & Conditions.

6.     General Provisions.

6.1 Any notice required, or permitted, to be delivered by Wisr hereunder shall be deemed delivered to you when delivered via the email address you provided to Wisr and shall be deemed effective upon such delivery.

6.2 These Terms & Conditions, when taken together with the Privacy Policy, constitutes the entire agreement between the parties hereto as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of such parties with respect to such subject matter, whether written or verbal. No provision of these Terms & Conditions may be construed against either party hereto by reason of the drafting or preparation thereof.

6.3 Wisr may change these Terms & Conditions from time to time.  Upon doing so, Wisr will notify you after any such change is made.

6.4 Any provision of these Terms & Conditions may be waived, terminated or discharged with Wisr’s consent at any time and in its sole discretion. The failure of Wisr to insist upon the performance of any of the terms or conditions contained in these Terms & Conditions and/or to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights.

6.5 You may not assign your rights according to these Terms & Conditions, in whole or in part, by operation of law or otherwise, without Wisr’s prior written consent.  Any attempt to assign these Terms & Conditions other than in accordance with this §5.5 will be null and void and of no legal force or effect.  These Terms & Conditions will be binding upon and will inure to the benefit of the parties successors and permitted assigns.

6.6 Neither Party may be held liable for its failure to perform hereunder or for any loss or damage due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to secure equipment, raw materials or transport or similar occurrences.

6.7 Unless the context clearly requires otherwise, (a) the singular will be deemed to include the plural and vice versa, (b) reference to any agreement, document or instrument will be deemed to refer to such agreement, document or instrument as may be amended or modified and in effect from time to time, (c) “hereunder,” “hereof”, “hereto” and words similar thereto will be deemed references to these Terms & Conditions as a whole and not to any particular provision hereof, (d) the words “include” and “including” will be deemed to mean “without limitation” and will be interpreted not to limit the generality of any description preceding such term, (e) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding” and (f) any reference to a “§” or “§§” in these Terms & Conditions will be construed as a reference to a section of these Terms & Conditions.

6.8 Neither these Terms & Conditions nor any provision contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the Parties.  The relationship created hereby is strictly that of licensor and licensee.  For the avoidance of doubt, neither Party has the power or authority to, and no Party may, assume or create any obligation or responsibility on behalf of the other.