Wise Agent Registration

LAST MODIFIED: APRIL 2024

Summary of Terms of Service

This is a summary of our Terms of Service; please read the entire Terms of Service below.

These Terms of Service apply to wiseagent.com and its affiliated subdomains (the “Site") and our various websites, APIs, email notifications, documentation, software, products, licenses or applications (collectively, the “Service") that is owned and operated by Wise Agent, LLC (“we”, “our”, or “us”). The Service allows you to generate leads, build relationships, and close more deals through a real estate CRM platform.

These Terms apply to your use of the Service, whether you’re a guest or a registered user. Please read the full Terms of Service below before accessing or browsing the Site or using our Services. If you don’t want to be bound by these Terms, do not use or browse our Site and/or Service. These Terms may change and your continued use after changes are made means you agree to be bound by the new terms.

You may need to create a user account to access parts of the Service. Your user account includes a password. Keep your password confidential. In some cases, you may choose to allow a trusted individual, such as a caretaker, parent, or adult child to access your account. You are still responsible for all use – and for any misuse – of your account.

Paid subscriptions remain in effect as long as the required payments are made on time and in full. We may, but are not obligated to, cancel inactive, or unpaid subscriptions.

Don’t violate our Terms of Service. Users who violate our Terms may be banned from using the Service. The Service contains proprietary and confidential information that is protected by a variety of copyright, trademark, or patent rights and/or registrations.

Your use of the Site and Services is at your own risk.We make every effort to make sure you have a good experience on our Service, but we can’t guarantee all content on our Service will always function without error. We make every effort to comply with local, state, and national laws and regulations, including applicable privacy laws. However, we can’t guarantee that your use of our Service complies with local, state, and national laws and regulations.

The Service may contain links and advertisements that may take you to other Services that are not affiliated with us.If you click on an advertisement or a link to another Service, you may leave the Service. We are not responsible for the content you see or the interactions you have on other Services and we are not liable for any damages or harms you may encounter on other Services.

If you have any questions about our Terms, contact us at help@wiseagent.com.

THE FULL TERMS OF SERVICE – BELOW – CONTAIN VITALLY IMPORTANT LIMITATIONS ON OUR LIABILITY FOR YOUR USE OF wiseagent.com. PLEASE READ THEM CAREFULLY!

Terms of Service

These Terms of Service are entered into by and between You and Wise Agent, LLC (“Wise Agent” or “Company"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service” or “Agreement”), govern your access to and use of the Service, including any related mobile application, content, functionality, and services offered on or through wiseagent.com or its related mobile application, whether as a guest or a registered user.

If you access or use the Services (defined below) in the capacity as an employee or other service provider of a legally recognized entity, you affirm you are authorized to do so and that you have the legal right and authority to bind such legal entity to these Terms. You may permit your employees, agents, or contractors (“Authorized Users”) to use the Services, provided that your Authorized Users comply with these Terms. You are responsible for the use and actions of your Authorized Users.

Please read the Terms of Service carefully before you start to use the Service. By (i) accessing, browsing, subscribing to, and using the Service; or (ii) by using the associated content, and any customizations made to the Services provided or offered by Company via the Service (collectively, the “Services”), you acknowledge that you have read, have understood, and you accept and agree to be bound by this Agreement, to abide by these Terms of Service, and to comply with all applicable laws and regulations. Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not agree to these terms, you must not access or use the Service or any of the Services.

IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE SERVICE NOW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THIS SERVICE, OR ANY SUBSCRIPTION, PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE, IS TO STOP USING THE SERVICE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF SERVICE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SERVICE.

The date the Terms of Service was last revised is identified at the top of the page. If we make subsequent material changes to the Terms of Service, we will notify you by email to the email address specified in your account and/or through a notice on the Service home page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Service and these Terms of Service to check for any changes. Wise Agent reserves the right to update or change the Terms of Service, at any time and for any reason, by posting the modified Terms of Service on this Service.

YOUR EXPERIENCE

Permitted Uses and Restrictions on Use. The Service allows you to generate leads, build relationships, and close more deals through a real estate CRM platform. Wise Agent is in no way responsible for the accuracy or the adequacy of reviewed information.

You acknowledge that you are responsible for taking steps to protect yourself from unauthorized use of online communications, such as, among other things, keeping your password confidential. You agree, understand and acknowledge that, in no event, shall you allow any unauthorized users to access the Service using your username and password. Wise Agent is not responsible for breaches of confidentiality caused by you or anyone accessing the Service using your username and password, whether authorized by you or not.

Conduct. You agree to not use the Service to: (a) transmit any content or domain name that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, any Wise Agent representative, or misrepresent your affiliation with any person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through Service; (e) upload or otherwise transmit any content that you do not have a right to transmit under any law or under contractual relationships (such as inside information and proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload or otherwise transmit any content or domain name that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; (g) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (h) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (i) interfere with or disrupt the Services or servers or networks connected to Service; or (j) incite or provide instructional information about illegal activities.

Subscription. Wise Agent offers certain services, including services through the Service which you can purchase on a subscription basis (“Subscription”). If you purchase a Subscription you may be asked to agree to a separate agreement that incorporates these Terms of Service.

Payment. To the extent the Services or any portion thereof is made available through a subscription or license, your access will be granted following payment of the applicable fees to Wise Agent (“Fees”). Fees are based on the fee schedule and payment obligations as set forth in a separate agreement with us. You hereby authorize us, either internally or through a third party payment processor, to charge your credit card. If you fail to pay any fees, Wise Agent may suspend your access to the Services. We currently use Authorize.NET as our third party payment processor. You should look to Authorize.NET’s terms regarding payments, available at https://www.authorize.net/about-us/terms.html. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Notice.

These fees will be collected on an automated recurring billing (ARB) subscription via a valid credit card on file. All fees paid to Wise Agent are non-refundable. Wise Agent reserves the right to adjust the fees at any time at Wise Agent’s sole and absolute discretion upon at least thirty (30) days’ prior written notice to you.

You represent and warrant to Wise Agent that such payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.

Late Fees; Taxes. Wise Agent may charge interest on all overdue fees at a rate equal to one and one-half percent (1.5%) per month (or, if lower, the maximum allowable by applicable laws) on the unpaid amount until such amounts are paid. You are be solely responsible for, and will pay, any sales, use, transaction privilege, gross receipts, goods and services, value-added, and personal property taxes, any other taxes and levies, and any interest and penalties related to the foregoing (other than taxes based on Wise Agent’s income) that are imposed by any governmental authority in connection with this Agreement.

Suspension. If you fail to pay, when fees are due, any fees, late fees, or other charges due to Wise Agent under this Agreement, Wise Agent may, in Wise Agent’s sole and absolute discretion and without notice to you, immediately suspend your use of the Services. You expressly acknowledge and agree that Wise Agent will have no liability to you whatsoever if Wise Agent elects to suspend your use of the Services (even if Wise Agent has been advised of the possibility of damages (which include, but are not limited to, damages for injury to person or property, loss of revenue or profits, business interruption, loss of goodwill, use or loss of data, and/or the claims of third parties). In order to regain access to Wise Agent, all fees due must be paid in full to Wise Agent. To request access for your account to be reinstated please submit a request to billing@wiseagent.com.

Term. The term of your subscription will start automatically upon completion of free trial, unless you cancel prior to the trial concluding, and will continue on a month-to-month basis until terminated (the “Term”).

Cancellation. This Agreement may be terminated pursuant to any of the following provisions:

Notice. You may terminate this Agreement at any time with written notice via email (billing@wiseagent.com) to Wise Agent. You must notify Wise Agent via email indicating your request to cancel any of the add-on products, or your account, and your subscription payment via email to billing@wiseagent.com. If you fail to cancel your account prior to your renewal date, your credit card will be charged the fees due. Cancellation requires 30 days’ notice before the subsequent billing cycle, without proration. If cancellation occurs mid-billing period, no proration of charges applies and your access to Services continues until the billing cycle ends.
Insolvency/Bankruptcy. If you shall: (A) be unable to pay or admit in writing your inability to pay its debts as they mature; (B) make a general assignment for the benefit of creditors; (C) apply for or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (D) file a petition or be the subject of an involuntary petition in bankruptcy or for reorganization or for an arrangement pursuant to a bankruptcy act or insolvency which petition is not dismissed within ninety (90) days from such filing; or (E) be adjudicated as bankrupt or insolvent, then Wise Agent may terminate this Agreement effective immediately upon written notice to you.
Default of Certain Customer Obligations. If you breach any of its obligations as stated in this Agreement, Wise Agent may terminate this Agreement effective immediately upon written notice to you.

Effect of Termination. When this Agreement is terminated, (A) you must immediately stop using the Service, (B) your license to the Service will immediately terminate, (C) Wise Agent will immediately cease provision of the Service to you, and (D) you will be responsible for exporting and/or deleting any data prior to the end of your term and (E) you must pay Wise Agent, within three (3) days following the termination date, all fees and other charges which accrued prior to such termination date but remain unpaid. You expressly acknowledge and agree that Wise Agent will have no liability to you whatsoever with respect to the termination of your use of the Service (even if Wise Agent has been advised of the possibility of damages (which include, but are not limited to, damages for injury to person or property, loss of revenue or profits, business interruption, loss of goodwill, use or loss of data, and/or the claims of third parties).

You must also pay any damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) that arise out of or in connection with any breach of this Agreement occurring prior to or after the expiration or termination hereof.

Breach. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, terminate your membership and refuse to provide our services to you if: (a) you breach these Terms of Service or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our users, or us.

Registration Data and Privacy. In order to access some of the offerings available through our Services, you may be required to register for a separate account by completing our online registration form, which requests certain information and data (“Registration Data”). You are responsible for maintaining and updating your Registration Data. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are solely responsible for logging out of the Services at the end of each session.

You also grant us the right to disclose to third parties certain Registration Data about you, subject to our Privacy Notice. The information we obtain through your use of this Service, including your Registration Data, is subject to our Privacy Notice, which is specifically incorporated by reference into these Terms of Service.

Communication. You agree that the Company may contact you by electronic communication, including telephone or SMS text messages (including by an automatic telephone dialing system) at any of the email addresses or phone numbers provided by you or on your behalf in connection with your account or use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods, or services. You also understand that you may opt out of receiving emails or text messages from us at any time either by texting the word “STOP” to any text message using the mobile device that is receiving the messages, by following the directions to opt-out at the bottom of the email and using the unsubscribe link contained in the email, or by contacting us at help@wiseagent.com. The Company’s WiseTexting feature leverages text communications, enabling you to send messages via a purchased 10-digit local phone number. See A2P 10 DLC Compliance Policy for more details.

Acceptable/Unacceptable Usage. By accepting our Terms of Service you agree to honor our Anti-SPAM policy in such that you will not send unsolicited email or text messages to email addresses and mobile numbers that you do not know. Furthermore, you will not use Wise Agent to send viruses, malware, worms, or other malicious content intentionally or unintentionally. You agree to refrain from sending messages to those that have requested to be removed from your list. In order to send bulk email messages from Wise Agent, you must verify your email address you will be sending from your email signature which must include the sender’s name, company name, phone number, as well as a physical address.

Wise Agent will automatically add an unsubscribe link to each of your messages. Any of your recipients that click on that link will be safely unsubscribed from receiving any further bulk messages from you via Wise Agent.

Wise Agent will also handle all of the emails that get bounced or rejected from any mail server. We will add them to a category name “BOUNCED” in your Wise Agent account.

Wise Agent may restrict your email sending, shut down your account and not issue a refund and may take legal action if you fail to comply with this Anti-SPAM policy.

Text Messaging & A2P 10 DLC Compliance. Wise Agent provides text messaging services to its members. In order to participate in Wise Agent’s text messaging services you must register your brand and comply with any requirements or fees (non-refundable) associated with text messaging services to ensure compliance with A2P 10 DLC guidelines. A2P 10 DLC is a standard set by mobile carriers in the United States for application-to-person text messaging using 10-digit long codes. By becoming a Wise Agent member you agree to adhere to our Terms of Service and the following A2P 10 DLC compliance requirements:

You must obtain proper consent from recipients before sending them text messages. This consent can be obtained through explicit opt-in methods, such as a sign-up form or a keyword confirmation.
Text messages sent through Wise Agent are required to include clear instructions on how recipients can opt out of receiving further text messages from you. This can be done by the recipient replying “stop” or “unsubscribe”.
You will only send application-to-person messages from authorized 10-digit long codes.
You will not engage in any form of messaging abuse, including but not limited to spam, fraud, or unauthorized use of 10-digit long codes.

You acknowledge that Wise Agent may monitor and enforce compliance with A2P 10 DLC requirements and take necessary actions, including restricting your messaging capabilities or terminating your account, in case of non-compliance.

Wise Agent reserves the right to update its systems and practices to maintain A2P 10 DLC compliance and expects its users to stay informed and adhere to any changes in regulations or guidelines related to A2P 10 DLC.

Failure to comply with A2P 10 DLC guidelines may result in Wise Agent restricting your messaging capabilities, terminating your account, and taking legal action if necessary.

Note: A2P 10 DLC compliance is specific to messaging services in the United States and may not be applicable to users in other regions.

Wise Agent complies with all Anti-SPAM laws, including CAN-SPAM ACT the CASL-Canada and GDPR, and A2P 10 DLC (Application-to-Person 10 Digit Long Code) compliance.

Accessibility. Company is committed to ensuring that our Services are accessible. Company believes access is a civil right and is dedicated to reforming our Services to reflect this value. If you have any questions or concerns regarding accessibility, you can email us at help@wiseagent.com.

Links. The Service, from time to time, may provide links to other Services or resources provided by third parties. These links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those Services or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access for use of such Services. You acknowledge any of the third-party Services linked to this Service, you do so entirely at your own risk and subject to the terms and conditions and agree that Wise Agent is not responsible for the availability of such external Services or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Services or resources. You further acknowledge and agree that Wise Agent shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such Service or resource.

Modifications to the Service or Agreements. Wise Agent reserves the right, at any time, and from time to time, to modify or to discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you. You agree that Wise Agent shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. From time to time, we may restrict access to some parts of the Services, to users, including registered users. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. Wise Agent may specify from time to time the version(s) of web browsers required in order to use the Service, and you acknowledge that Wise Agent is not obligated to support all web browsers and Wise Agent is not obligated to continue support of any web browsers it supported at an earlier time.

Termination. You acknowledge and agree that Wise Agent may, in our sole discretion, suspend or terminate your account and/or deny you access to or use of all or part of the Service, without prior notice, for any reason, including, without limitation, if you engage in any conduct that Wise Agent believes, in its sole discretion: (a) violates any term or provision of this Terms of Service; (b) violates the rights of Wise Agent or our partners; or (c) is otherwise inappropriate for continued access and use of the Service. In addition, Wise Agent reserves the right to terminate inactive membership accounts. Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this Service immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Service. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

Further, you agree that Wise Agent shall not be liable to you or any third party for any termination of your access to the Service. You agree to defend, indemnify, and hold Wise Agent harmless from and against any and all claims, losses, liability costs, and expenses (including but not limited to attorneys’ fees) arising from your violation of this Terms of Service, state or federal laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary rights, and invasion of any privacy rights. You acknowledge that this obligation will survive the termination of your use of the Service.

LEGAL

Wise Agent Proprietary Rights. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information that may have been presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.

No Resale, etc. of the Service. You agree not to copy, sell, resell, rent, or sublicense (including offering the Service to third parties on an applications service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the Service, allow unauthorized use or access to the Service. You agree not to access the Service by any means other than through the interface that is provided by us for use in accessing the Service.

Notices. If you sign up with our company to acquire services, you agree that: YOU SHALL DEFEND, INDEMNIFY, AND HOLD COMPANY AND COMPANY’S MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, AND YOUR SUCCESSORS AND ASSIGNS, HARMLESS FROM AND AGAINST ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), DAMAGES, AND LIABILITIES TO THE EXTENT ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SOFTWARE.

Your Representations and Warranties. You represent that, to the best of your knowledge and belief, your use of the Service does not directly or indirectly infringe the legal rights of a third party, and you are authorized to use the Service. You further represent and warrant that all information provided by you in connection with your registration is accurate and reliable.

Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: a) YOUR USE OF SERVICE IS AT YOUR SOLE RISK. SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WISE AGENT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. b) WISE AGENT AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) SERVICE WILL MEET YOUR REQUIREMENTS; (ii) SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH SERVICE WILL MEET YOUR EXPECTATIONS. WISE AGENT AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WISE AGENT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”) AND AS MODIFIED AND AMENDED, THE GRAMM-LEACH-BLILEY ACT OF 1999 AND AS MODIFIED AND AMENDED, THE SARBANES-OXLEY ACT OF 2002 AND AS MODIFIED AND AMENDED, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF SERVICE, RELATED SERVICES, OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. WISE AGENT IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED IN SERVICE. WISE AGENT DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WISE AGENT OR THROUGH OR FROM SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Wise Agent AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WISE AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. YOU ALSO AGREE THAT WISE AGENT WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THIS SERVICE OR THE SERVICE(S) YOU ACCESS THROUGH THE SERVICE, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND WISE AGENT’S REASONABLE CONTROL.

IN NO EVENT SHALL WISE AGENT BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Digital Millennium Copyright Act (“DMCA”) Notice. In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site or Services infringe a copyright, you should provide us with written notice that at a minimum contains:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

Brandon Wise
480-836-0345
legal@wiseagent.com

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

Arbitration. Any legal controversy or legal claim arising out of or relating to these Terms of Service or the Services, excluding legal action taken by the Company to collect our fees, recover damages, or obtain an injunction relating to the Site operations, intellectual property, and Services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be exclusively conducted in Phoenix, Arizona, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or the Company may seek any interim or preliminary relief from a court of competent jurisdiction in Phoenix, Arizona necessary to protect the rights or property of you or the Company pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorneys' fees and costs up to $1,000.00.

Disputes between you and the Company regarding the Services may be reported to Customer Support at legal@wiseagent.com.

General Information. The Terms of Service constitutes the entire agreement between you and Wise Agent and governs your use of the Service, superseding any prior agreements between you and Wise Agent (including, but not limited to, any prior versions of the Terms of Service) with respect to its subject matter. You acknowledge you may be subject to additional terms and conditions that may apply when you use affiliate or other Wise Agent services, third party content, or third party software. Except as otherwise provided herein, the Terms of Service shall be governed by the laws of the state of Arizona without regard to its conflict of law provisions. Except as otherwise provided in the Terms of Service, you and Wise Agent agree to submit to the personal and exclusive jurisdiction of the courts located within Maricopa County, Arizona. The Terms of Service does not limit any rights that Wise Agent may have under trade secret, copyright, patent, trademark, or other laws. The failure of Wise Agent to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service shall remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within sixty (60) calendar days (or the minimum amount of time allowed by law if such time is greater than sixty (60) calendar days) after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. The Terms of Service will inure to the benefit of Wise Agent and its successors and assigns.

LAST MODIFIED APRIL 2024

The Wise Agent, LLC and its affiliates (the “Company”, “we”, “our”, or “us”) respect your privacy and are committed to protecting it through this Privacy Notice (“Privacy Notice”). This Privacy Notice describes the type of information we may collect from you or that you may provide to us when you visit wiseagent.com and the affiliated subdomains (the “Site”), use our Services (as defined in Terms of Service) that we provide to you or which are available through our Services and our policies and practices regarding how we collect, use, and disclose that information. If you engage in Services offered by us, then you may be subject to other terms and conditions and disclosures relevant to the Services that are not included in this Privacy Notice.

BY ACCESSING OR BROWSING THE SITE OR USING THE SERVICES, YOU CONSENT TO THE COLLECTION AND USE OF YOUR INFORMATION AS DESCRIBED IN THIS PRIVACY NOTICE, AS MODIFIED FROM TIME TO TIME BY US.

This Privacy Notice applies to information we collect:

From registered users of the Services.
From visitors to the Site (collectively, with Users, “you”).
In email, text, and other electronic messages between us.
When you engage with us to use our Services or request information about our Services

We reserve the right, at any time and without notice to you, to add to, change, update, or modify this Privacy Notice. If we decide to change our Privacy Notice, we will post a new notice on our Site and change the date at the top of the Privacy Notice. Any change, update or modification will be effective immediately upon posting on our Site and will apply to any Personal Information provided to us on and after that date. Your continued use of the Site or Services after we make changes is deemed to be acceptance of those changes, so please check the Privacy Notice periodically for updates.

If we make a material change to our Privacy Notice that affects how we collect or use your Personal Information, we will notify you via email, SMS text message, or other notification. If you have any questions about this Privacy Notice or our use of your information, you can email us at help@wiseagent.com.

WHAT PERSONAL INFORMATION DO WE COLLECT?

Personal Information

We collect “Personal Information,” which is information that can be used to identify you individually. For example, we collect an Internet Protocol (“IP”) Address from all visitors to our site, and, if the visitors choose to engage with us by submitting a form or requesting further information, we may also collect their names and e-mail addresses.

We collect the following Personal Information from Users: full name, mailing address, email address, phone number, IP Address, and other information that permits us to contact you at a physical location, online, or by electronic communication, including telephone number, email, or text messages. We also collect payment and billing information, such as credit or debit card information, checking or ACH information, or other similar financial or banking information related to any transactions you enter into with us.

Registration and Transactional Data

If you are using our Site or Services, you are required to submit an email address, password, and additional Personal Information. We may collect and store access information related to your account.

When you have an account with us, the combination of your username and your password is the key to your account with our Services. We recommend that you use a unique combination of letters, numbers, and special characters to create your password. Your passwords are encrypted using SHA-256 encryption algorithm. You are responsible for all actions taken in the name of your account. You should not disclose your password to anyone. You may be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately notify us at help@wiseagent.com and, if available, login to your account at the Site and change your password.

We may also track and retain the details of all transactions and communications between Users, target audiences, and other visitors on our Site and Services such as emails, feedback, ratings, sale and purchase of Services, and any other forms of communications. We may use and display your name when you send an email or other communication through our Site or Services.

Payment Information

If you use our Services, we collect information related to your transaction. This information includes your payment method (credit card or debit card number, account, and authentication information), billing information, and delivery details. This information is processed through a third-party payment processor. Any payment transactions will be encrypted using Secure Socket Layer (SSL) technology. Such information will then be encrypted into our payment gateway providers database, which is only accessible by those authorized to access such systems, and who are required to keep the Personal Information confidential. After a transaction, your Personal Information (credit cards, billing address, etc.) will not be stored on our servers.

Your payment for purchased Services may be charged directly by us through our third party payment processor, Authorize.NET. Please review the following link to review the terms: https://www.authorize.net/about-us/terms.html. To the extent the Services or any portion thereof is made available for any fee or through a subscription, your access will be granted following payment of the applicable fees to Company. Your account and access to the Services may be suspended in the event of non-payment of applicable fees.

You agree to provide accurate and complete billing information, including valid credit card information, your name, mailing address, and email address, and to provide Authorize.NET or other third party processor with any changes in such information.

Contact Us Information and Feedback

We may collect information that identifies you personally when you submit comments, questions, or suggestions to us or to the Services using the Contact US form or by email, including attached files in an email sent to us. Any comments and any emails we receive from you are subject to the terms of this Privacy Notice.

Computer and Device Information

We collect information from or about the computers and devices that you use to access the Services, as determined and allowed by the personal settings you have for the computer and device. We collect the Internet Protocol (IP) address, domain name, browser type, operating system, device settings, location, web log files, and other code tracking devices from any device you use to access our Services and any pages at our Site. You can turn-off and adjust settings on your computers and devices that will not allow us to collect information. For example, in many cellular devices, you can turn off location settings by selecting the “Settings” feature, choosing “Privacy” and turning-off “Location.” To learn more, see below at Manage Your Settings.

Transactions & Communications with Third Parties

The Site and Services may contain applications to enable you to connect to and from social networking sites and we may collect information about you from such social networking sites in order to provide you with a more personalized experience.

Some content, email, or text message marketing campaigns from our Site and Services may be served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your Personal Information or they may collect information, including Personal Information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We may enable third parties to serve advertisements available through our Services, Site, or on third-party websites or other media (e.g., social networking platforms) that enable us and third parties to target advertisements to you for products and services in which you might be interested. Third-party ad network providers, advertisers, sponsors, or traffic measurement services may use cookies, JavaScript, web beacons (including clear GIFs), LSOs and other tracking technologies to measure the effectiveness of their ads and to personalize advertising content to you. These third-party cookies and other technologies are governed by each third-party’s specific privacy statement, not this one. We may provide these third-party advertisers with Personal Information.

HOW WE USE AND SHARE INFORMATION.

Provide our Services

We use Personal Information to provide you with the features available through the Site and Services, to respond to your requests, to process orders and facilitate any transactions that you may initiate through the Site or Services, and to communicate with you. When we have location information, we may use it to tailor our Services for you.

We share your Personal Information to facilitate transactions through the Site and Services. We share your information with certain third party service providers to perform the services and facilitate transactions initiated through the Site or Services. Your payment for purchased goods may be charged directly by us through our payment processor, through your mobile application provider, or through another third party payment processor. You can look to the terms of the third party provider’s regarding payments and contact them directly if you have any inquiries.

Contact By Mobile Phone

By providing us with your mobile phone number, you hereby expressly consent to receive automated text messages (including SMS and MMS) from us at the mobile phone number you provided. You represent that you are 18 years of age or older and you have the consent of the wireless account holder associated with the mobile phone number you provided.

You are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply.

Text messages may be sent using an automatic telephone dialing system or other technology. Your consent to receive automated text messages is not required as a condition of purchasing any goods or services. If you have opted in, we may provide updates via text messages through your wireless provider to the mobile number you provided. Message frequency varies.

Internal Analysis and Promotions

We may use Personal Information, non-personal, and aggregate information to evaluate and improve our services, and for our own internal statistical, design, or operational purposes, or, for example, to estimate our audience size, measure aggregate traffic patterns, and understand demographic and other trends among our Users and visitors. We transfer information to certain vendors and service providers who provide technical infrastructure services and other content, analyze our services, and measure the effectiveness of our services.

We may outsource all (or some) of the tasks described in this Privacy Notice to third parties on a confidential basis, and would only share your Personal Information as needed for performance of those tasks, and only pursuant to appropriate confidentiality agreements. You agree that we may use your Personal Information, including your email address, to improve our Site and Services, and to customize the Services content and layout. These uses improve our Site and Services and better tailor it to meet your needs, so as to provide you with a smooth, efficient, and safe experience while using the Services.

Marketing Purposes

If you provide us with feedback, we will collect that information and we may use it in our marketing materials, use it on our Site or Services, or disclose it for any purpose we choose. Your Personal Information will not be disclosed or associated with any feedback that we use or disclose unless you have given us permission to use your Personal Information for this purpose.

To the extent allowable, we may also use your Personal Information for the marketing or promotion of our products or services. We may use computer and device information for marketing purposes. We may share Personal Information with third parties for marketing purposes. We may outsource all of the tasks described in this Privacy Notice to third parties on a confidential basis. If you do not want us to use your Personal Information for marketing or promotion purposes or you do not want to receive promotional materials from us or third parties to whom we outsource certain tasks, see below at How You Can Manage Your Information.

We may enable third parties to serve content, applications, email, text message marketing campaigns, or advertisements available through our Services, Site, or on third party websites or other media (e.g., social networking platforms) that enable us and third parties to target advertisements to you for products and services in which you might be interested. Third party ad network providers, advertisers, sponsors, or traffic measurement services may use cookies, JavaScript, web beacons (including clear GIFs), LSOs and other tracking technologies to measure the effectiveness of their ads and to personalize advertising content to you. These third party cookies and other technologies are governed by each third party’s specific privacy statement, not this one. We may provide these third party advertisers with information, including Personal Information, about you.

Legal Requirement

We may disclose Personal Information, non-personal information, and aggregate information:

to comply with the law, cooperate and respond to requests and claims or comply with legal process served on us (e.g., a lawful subpoena, warrant, or court order);
to enforce or apply our Terms of Service, policies, or agreements (including to initiate, render, bill, and collect for amounts owed to us);
to protect and defend us or our user's rights or property, the Site, Services, our employees, visitors, or the public, (including protecting and defending from fraudulent, abusive, or unlawful use of, the Site or Services); or
if we reasonably believe that an emergency involving immediate danger of death or serious physical injury to any person requires disclosure of communications or justifies disclosure of records without delay.

Company Sale

Information collected through our Site or Services is considered our trade secret or proprietary information. As the owner of such information, we may disclose or sell such information as an asset of the company in conjunction with the sale to a third-party of our company or a portion of our assets.

How You Can Manage Your Information

You may choose not to provide us with any Personal Information. In that case, you can still visit and browse our Site; however, you will not have access to or be able to use our Services.

Account Settings

Individuals who set up an account with us may elect to receive or stop receiving information from us or any third-party as described by this Privacy Notice. If you receive email communications from our Services, you may use the unsubscribe link contained in the email. Please contact us at help@wiseagent.com if you need assistance.

Request Changes

You may also review and request changes to your Personal Information and obtain removal of content or information you have publicly posted at our Site by sending an email with a detailed description of the specific content or information to help@wiseagent.com. Please be aware that such a request does not ensure complete or comprehensive removal of the content or information you have posted and that there may be circumstances in which the law does not require or allow removal even if requested.

Please be aware that we cannot always delete records of past interactions and transactions. We cannot delete your Personal Information except by also deleting your User account. We may not accommodate a request to change Personal Information if we believe the change would violate any law or legal requirement or cause the Personal Information to be incorrect. For example, we are required to retain records relating to previous sales and purchases for financial reporting and compliance reasons.

Manage Your Security Settings

You may manage how your browser handles cookies and related technologies by adjusting its privacy and security settings. Browsers are different, so refer to instructions related to your browser to learn about cookie-related and other privacy and security settings that may be available. You can opt-out of being targeted by certain third-party advertising companies online at http://www.networkadvertising.org/choices/.

You may manage how your mobile browser handles cookies and related technologies by adjusting your mobile device privacy and security settings. Please refer to instructions provided by your mobile service provider or the manufacturer of your device to learn how to adjust your settings.

Users in the United States may opt out of many third-party ad networks. For example, you may go to the Digital Advertising Alliance (“DAA”) Consumer Choice Page for information about opting out of interest-based advertising and your choices regarding having information used by DAA companies. You may also go to the Network Advertising Initiative’s (“NAI”) Consumer Opt-Out Page for information about opting out of interest-based advertising and your choices regarding having information used by NAI members. The NAI’s main webpage is located at www.networkadvertising.org.

Opting out from one or more companies listed on the DAA Consumer Choice Page or the NAI Consumer Opt-Out Page will opt you out from those companies’ delivery of interest-based content or ads to you, but it does not mean you will no longer receive any advertising through the Services. You may continue to receive advertisements, for example, based on the particular website that you are viewing (i.e., contextually based ads). Also, if your browsers are configured to reject cookies when you opt-out on the DAA or NAI websites, your opt-out may not be effective. Additional information is available on the DAA’s website at www.aboutads.info or the NAI’s website.

Users in Europe may opt out of many third-party ad networks. For example, you may go to the European Interactive Digital Advertising Alliance at https://www.youronlinechoices.com/.

We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.

Links to Other Websites

Please be aware that we may provide links to third-party websites as a service to our visitors, and that we are not responsible for the content or information collection practices of those pages. Please note that these websites' privacy policies may differ from our Privacy Notice. We encourage you to review and understand the privacy practices at third-party websites before providing them with information.

Opt Out

You may opt out of receiving emails or text messages from us at any time either by texting the word “STOP” to any text message using the mobile device that is receiving the messages, by using the unsubscribe link contained in the email, or by contacting the sender. If you are unable to resolve this through these means, contact us at help@wiseagent.com. Despite your election to opt-out, we may send you emails or contact you by other means regarding your account, transactions, and your activities with the Services.

Changes to the Service

We may change any short code or telephone number we use to operate the texting services at any time and will notify you of these changes. You acknowledge that any messages, including any STOP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages. Please contact us at help@wiseagent.com if you need assistance.

WHAT ELSE SHOULD YOU KNOW ABOUT OUR PRIVACY PRACTICES.

Security

We follow generally accepted industry standards to protect Personal Information, including your email address, submitted to us, both during transmission and once we receive it. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security. Any transmission of Personal Information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Services.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.

Children

We will not collect information from children under age 18. Our Services are for general audiences and are not designed nor intended to collect Personal Information from children under the age of 18. We require that registrants affirm that they are 18 years or older, prior to creating an account on the Site or using our Services. If we learn that a person under the age of 18 has submitted personally identifiable information to us, we will delete that information from our Services. If you believe that we might have information from or about a person under the age of 18, please contact us immediately at help@wiseagent.com.

California Privacy Rights; California Consumer Privacy Act (“CCPA”) as Amended by the California Privacy Rights Act (“CPRA”); COLORADO PRIVACY ACT (“CPA”), CONNECTICUT DATA PRIVACY ACT (“CTDPA”), NEVADA PRIVACY OF INFORMATION COLLECTED ON THE INTERNET FROM CONSUMERS ACT (“NPICICA”), UTAH CONSUMER PRIVACY ACT (“UCPA”), VIRGINIA CONSUMER DATA PROTECTION ACT (“VCDPA”)

Categories of Personal Information Collected

Under the CCPA, as amended by the CPRA, you have the right to know what personal information we have collected about you, including the categories of Personal Information, the categories of sources from which the personal information is collected, the business or commercial purposes for collecting, selling, or sharing personal information, the categories of third parties to whom the business discloses personal information, and the specific pieces of Personal Information we have collected about you.

We collect the following categories of information: identifiers (such as your name and email address), Personal Information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)) (such as your name and contact information), internet or other similar network activity, geolocation data, and inferences drawn from the collected Personal Information. This information is collected directly from you when you provide it to us (for example when you submit a form requesting more information) or automatically as you navigate through the Services. We use this information for one or more legitimate business purposes, including to improve our Services, offer information about our Services to you, and allow you to purchase and use our Services. We disclose the Personal Information to third parties who are providing services to you. The specific pieces of information we have collected about you vary, depending on whether you are browsing the website or are a User, but we have defined these different types of Personal Information in Section 1.A of this Privacy Notice.

We do not sell Personal Information as defined by the CCPA. We do share Personal Information as defined by the CCPA. Further, we have not sold any of your Personal Information to third parties in the past 12 months.

Rights of California, Colorado, Connecticut, Nevada, Utah, and Virginia Residents

If you are a resident of California, Colorado, Nevada, Virginia, Utah, or Connecticut you have other rights under your respective states’ consumer privacy statutes

Right of Access:You can access your collected personal information by contacting us at contactus@wiseagent.com.
Right to correct, update, or delete: You can request to correct, update or delete your personal information by contacting us at contactus@wiseagent.com. We can’t make changes to or delete your information in some situations where it is necessary for us to maintain your information, for example if we need the information to comply with applicable law. We may not accommodate a request to change Personal Information if we believe the change would violate any law or legal requirement or cause the Personal Information to be incorrect.
Right to Request Disclosure of Information Collected: Please contact us at contactus@wiseagent.com to request further information about the categories of personal information we have collected about you, where we collected your personal information, and for what purpose we use your personal information.
Right to Disclosure of Information Sold or Shared and Right to Opt-Out of the Sale or Sharing of your Personal Information: You have the right to know what information of yours we have sold, and you have the right to opt-out of any sale of your information. We do not sell or share any of your information. If you have any questions about these rights, please contact us at contactus@wiseagent.com.
Rights to Disclosure of Sensitive Information: You have a right to know how we collect, process, and disclose “Sensitive Personal Information” (SPI). SPI includes highly sensitive data such as: social security number; driver’s license; passport number; financial account information and log-in credentials; precise geolocation data; genetic data; and ethnic origin. We collect and process the following types of SPI: financial account information and log-in credentials and precise geolocation data. We use the SPI to provide the Services to Users and to be able to process payment from Users. Please note that Company does not directly collect payment information and is not a money-services business. If this functionality is made available in the Services, it is provided by an unaffiliated third party, and like any other third-party service, subject to their terms of use. Notwithstanding the foregoing, Company may send you invoices according to an applicable MSA. If you have any questions about the disclosure of SPI, please contact us at contactus@wiseagent.com.
Right to Retention Details: You have a right to know the length of time we retain each category of Personal Information or if that is not feasible, the criteria we will use to determine that retention period. If you have any questions about this right or our data retention protocol, please contact us at contactus@wiseagent.com. Company stores and retains data including Personal Information for so long as may be required under the terms of an applicable agreement, or for so long as may be required to comply with a legal obligation, resolve disputes, maintain security, prevent fraud and abuse, enforce our terms of service, or fulfill your request to “unsubscribe” from further messages from us. Questions regarding data storage, recovery, and deletion should be directed to: contactus@wiseagent.com.
Right to Non-Discrimination:We do not and will not discriminate against you if you exercise your rights under the CCPA, CPRA, CPA, CTDPA, NPICICA, UPA, OR VCDPA.

When you contact us regarding any of your rights, we will verify your identity before we provide any information. If you have any questions or comments about your rights, please contact us at contactus@wiseagent.com.

EXERCISING YOUR RIGHTS UNDER THE CCPA, CPRA, CPA, CTDPA, NPICICA, UPA, OR VCDPA

SUBMITTING a Request

To exercise the rights described in this Privacy Notice, please submit a verifiable consumer request to us via email: contactus@wiseagent.com.

Only you, or someone legally authorized to act on your behalf (if in California, the person legally authorized to act on your behalf must be registered with the California Secretary of State), may make a verifiable consumer request related to your Personal Information. You may only make a verifiable consumer request for access or data portability twice within a 12-month period. The verifiable consumer request must provide sufficient information that allows Company to reasonably verify you are the person about whom we collected Personal Information or an authorized representative, which may include the user’s:

First name
Last name
Email address
Please describe your request with sufficient detail that allows Company to properly understand, evaluate, and respond to your request.

Verifying Requests

Company cannot respond to your request or provide you with Personal Information if Company cannot verify your identity or authority to make the request and confirm the Personal Information that relates to you. If Company cannot initially verify your identity or authority, Company will follow internal procedures to verify your identity and authority. Company attempts to respond to a verifiable consumer request within forty-five (45) days of its receipt. If Company requires more time (up to 45 days), Company will inform you of the reason and extension period in writing.

If you have an account with Company, Company will deliver Company’s written response to that account. If you do not have an account with Company, Company will deliver Company’s written response by mail or electronically, at your option.

Any disclosures Company provides will only cover the 12-month period preceding the verifiable consumer request’s receipt. The response Company provides will also explain the reasons Company cannot comply with a request, if applicable. For data portability requests, and to the extent that Company is able, we will select a format to provide your Personal Information that is readily usable and should allow you to transmit the Personal Information from one entity to another entity. If we are not able to do so, we will let you know.

Company does not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If Company determines that the request warrants a fee, Company will tell you why Company made that decision and provide you with a cost estimate before completing your request. If you have any questions or comments about your rights under the CCPA, CPRA, CPA, NPICICA, VCDPA, and CTDPA please contact us at contactus@wiseagent.com.

Contact Us. To learn more about our privacy practices or this Privacy Notice, you may contact us at legal@wiseagent.com.

LAST MODIFIED JANUARY 10, 2024

This SOFTWARE LICENSE USER AGREEMENT (this “Agreement”) is made by and between WISE AGENT, LLC, an Arizona limited liability company (“Wise Agent”), and the customer set forth on the Software Subscription (“Customer”). Wise Agent and Customer are sometimes referred to herein together as the “Parties” and each, individually, as a “Party”.

RECITALS

Wise Agent has developed and operates a real estate CRM software service (the “Service”).
The Service is accessed and used through (i) Wise Agent’s online, Web-based portal located at www.wiseagent.com (the “Site”), and (ii) Wise Agent’s application (the “Application”). Wise Agent has developed and provides to Customer documentation detailing the functionality and use of the Site, Service, and Application (the “Documentation”). The Service, the Site, the Application, and the Documentation are collectively referred to in this Agreement as the “System”.
Customer desires to subscribe to and use the Service.

Therefore, the Parties agree as follows with the intent to be legally bound.

AGREEMENT

Subscription to Service. Customer hereby subscribes to the Service and purchases the subscription described in this Agreement. In connection with Customer’s subscription, Customer agrees to perform Customer’s obligations described in this Agreement. Customer agrees to use, and Wise Agent agrees to provide, the System under the terms and subject to the conditions in this Agreement. All references to “this Agreement” include the Software Subscription and the Privacy Policy (as defined below).
License Grant; Use of Software.

License. Wise Agent grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited right and license to access and use the System during the Term (as defined below) solely for the purposes of managing Customer’s business. Subject to the limited rights expressly granted hereunder, Wise Agent reserves all right, title and interest in and to the System, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement
Customer Responsibilities and Obligations.

Customer is solely responsible for (A) all activities occurring under Customers and Customer’s employees’ and agents’ accounts; (B) maintaining the confidentiality of Customer’s account and passwords and creating secure passwords; (C) the content of all documents, content, and data submitted by Customer and its employees and agents to and through the System; (D) setting and modifying Customer’s profile and preferences for the System, and specifying the access rights of those users to the System; and (E) the use of the Service by Customer’s employees and agents.
Customer shall (A) ensure that all of Customer’s employees and agents using the System are properly trained and do not violate any of the term and conditions set forth in this Agreement, (B) prevent unauthorized access to, or use of, the System, and will notify Wise Agent promptly of any unauthorized use Customer becomes aware of; and (C) comply with all applicable local, state, federal and foreign laws, treaties, rules, and regulations in using the System (including, without limitation, all laws, rules, and regulations governing data privacy, international communications, and transmission of technical or personal data) (collectively, “Laws”).
Customer shall use the System solely for the purposes permitted pursuant to Section 2(a) above. Customer shall not (A) make the System available to, or otherwise show the System to, any third party; (B) share Customer’s account password and login credentials with any third party; (C) except as expressly authorized in Section 2(a) above, use, or attempt to use, any content obtained through the System for any commercial purpose; (D) send spam or similar unsolicited messages; (E) send or store infringing, obscene, threatening, libelous, defamatory, or otherwise unlawful material; (F) install, send or store viruses or other harmful or malicious code, files, scripts, agents or programs; (G) interfere with or disrupt the integrity or performance of the System or Wise Agent’s sites, servers, or networks; (H) use the system to violate the intellectual property rights of any third party; (I) misrepresent the identity of any user accessing the System; or (J) attempt to gain unauthorized access to Wise Agent’s systems, networks, infrastructure, or the System.
Customer is solely responsible for securing, providing, maintaining, upgrading, and replacing all equipment, software, and services necessary to utilize the System (including, without limitation, Internet connectivity, computers, tablets, and smart phones). Wise Agent shall have no obligation or liability of any kind with respect to such equipment, software or services.

Ownership of the System.

The System (including, without limitation, the software, technology, and documentation incorporated in and underlying the System) is Wise Agent’s sole and exclusive property. Subject to the limited rights expressly granted in this Agreement, Wise Agent reserves all right, title and interest in and to the System (including, without limitation, all software, technology, and documentation, as well as all derivative works thereof), including all related intellectual property and proprietary rights (including, without limitation, all copyrights, patent rights, trademark and service mark rights, trade secret rights, and moral rights). No rights are granted to Customer other than as expressly described in this Agreement.
Wise Agent is also the sole and exclusive owner of (A) all updates, improvements, enhancements, revisions, modifications, new releases and versions, fixes, patches, and derivative works of the System, (B) all operator and user manuals, training materials, guides, listings, drawings, reports, descriptions, and specifications describing the performance, functionality, operation and use of such applications, and other supporting documentation related to the System, in whatever form recorded, and (C) all integrations, customizations, components, modules, workflows or other work product produced by Wise Agent (whether alone or jointly with Customer) for Customer. Any of the items described in this Section 2(c)(ii) that are provided by Wise Agent, in Wise Agent’s sole discretion, to Customer will be deemed to be included in the definition of the “System” hereunder and available for use by Customer under the terms and subject to the conditions in this Agreement.
As used herein, “Intellectual Property” means any and all discoveries, improvements, ideas, concepts, creative works, processes, methods, formulas, techniques, know-how, designs, works of authorship, trade secrets, copyrights, patent rights, trademarks, service marks, and any other intellectual property that relates to, or is used to develop or improve, the System. Any Intellectual Property (A) made, conceived, developed, or reduced to practice, or caused to be made, conceived, developed, or reduced to practice, by Customer, alone or in conjunction with others, during the Term and (B) disclosed to Wise Agent (whether orally, in writing, electronically or otherwise) (“System-Related IP”) will be deemed to have been made or developed by Customer solely for Wise Agent’s benefit, will be held in trust for Wise Agent’s exclusive use and benefit, and will be Wise Agent’s sole and exclusive property. Customer will not, either during the Term of this Agreement or at any time thereafter, use or disclose to any party System-Related IP. Customer agrees to assign, and does hereby assign, to Wise Agent all right, title, and interest in and to any System-Related IP, including, without limitation, any “moral” rights which Customer may have in the System-Related IP under any copyright law or other similar law. Customer also agrees, during the Term of this Agreement and at any time thereafter, at Wise Agent’s request and expense but without further consideration, to review, execute, acknowledge, and deliver any and all papers necessary to secure legal protection for System-Related IP in any country in the world. Without limiting the generality of the foregoing, Wise Agent may, in its sole discretion, incorporate the System-Related IP into the System.
Customer expressly agrees not to (and will not authorize any third party to): (A) license, sublicense, modify, copy, reproduce, redistribute, republish, rent, loan, lease, sell, resell, assign, distribute, grant a security interest in, transfer any right to, commercially exploit, create derivative works (including, without limitation, improvements, enhancements, revisions or modifications) based on, or infringe or violate, Wise Agent’s intellectual property or other rights in, the System; (B) decompile, disassemble, translate, reverse engineer or otherwise attempt to identify, reconstruct, derive or discover the source code (or the underlying ideas, user interface techniques, algorithms, structure or organization) of the System; (C) remove or alter any identification, copyright, trademark, patent, or other proprietary notices, legends, symbols, or labels appearing in the System; (D) directly or indirectly circumvent or violate the technical or security restrictions of the System; (E) publicly disseminate performance information about or analysis of the System; (F) access the System in order to (1) build a competitive product or service, or (2) copy any ideas, features, functions or graphics of the System; (E) use the System for any purpose other than as expressly authorized herein; (G) take any action that would cause any part of the System to be placed in the public domain; or (H) challenge the validity of the copyright or any other rights of Wise Agent to the System or title or interest thereto. During the period commencing on the Effective Date and ending on the eighteen (18) month anniversary of the date on which this Agreement is terminated (the “Non-Competitive Period”), Customer expressly agrees that Customer will not build a competitive product or service
Customer warrants that it owns or has sufficient legal right to the intellectual property rights in its content and that its content (including, without limitation, any use of its content by Wise Agent as described in this Agreement), does not violate applicable Laws or the rights of any third party. Solely for purposes of delivering the Service and administering the System, Customer grants Wise Agent a worldwide, royalty-free, non-exclusive, sublicensable right during the Term to use, reproduce, distribute, publicly perform, publicly display, transfer, transmit, and distribute Customer’s content and subsequent versions thereof; and to make and/or have made, and to practice any method embodying Customer’s content. This license will apply to the distribution and the storage of Customer’s content in any form, medium, or technology now known or later developed.
Provided that Wise Agent does not personally identify Customer, Customer hereby grants Wise Agent the right to use the data generated, in aggregated form, from Customer’s use of the System to maintain, support, and improve the System, and for any other legal purpose.

Modification of the System. Wise Agent shall be entitled to modify, change, and upgrade the functionality, features, and capabilities of the System and the underlying technical infrastructure, in its sole and absolute discretion.

Privacy Policy. All of the information that Wise Agent collects from Customer is subject to Wise Agent’s privacy policy (the “Privacy Policy”) and applicable privacy laws. Go to https://wiseagent.com/privacy.asp/ to see Wise Agent’s full Privacy Policy. The Privacy Policy may be amended, from time to time, by Wise Agent in its sole and absolute discretion, and is incorporated into and made part of this Agreement.
FEES.

Fees. Wise Agent will provide Customer with access to and use of the System for the fees described at the time of purchase and Customer agrees to pay such fees. Customer’s subscription will begin at time of registration. The subscription payment will begin at the conclusion of the given trial period. These fees will be collected on an automated recurring billing (ARB) subscription via a valid credit card on file. All fees paid to Wise Agent are non-refundable. Wise Agent reserves the right to adjust the fees at any time at Wise Agent’s sole and absolute discretion upon at least thirty (30) days’ prior written notice to Customer.
Forms of Payment Customer agrees to pay Wise Agent via a valid credit card that will be on file with Wise Agent’s payment processor. The Customer agrees to pay either a monthly or annual fee for the purpose of subscribing to have access to Wise Agent.
Late Fees; Taxes. Wise Agent may charge interest on all overdue fees at a rate equal to one and one-half percent (1.5%) per month (or, if lower, the maximum allowable by applicable Laws) on the unpaid amount until such amounts are paid. Customer will be solely responsible for, and will pay, any sales, use, transaction privilege, gross receipts, goods and services, value-added, and personal property taxes, any other taxes and levies, and any interest and penalties related to the foregoing (other than taxes based on Wise Agent’s income) that are imposed by any governmental authority in connection with this Agreement.
Suspension. If Customer fails to pay, when fees are due, any fees, late fees, or other charges due to Wise Agent under this Agreement, Wise Agent may, in Wise Agent’s sole and absolute discretion and without notice to Customer, immediately suspend Customer’s use of the System. Customer expressly acknowledges and agrees that Wise Agent will have no liability to Customer whatsoever if Wise Agent elects to suspend Customer’s use of the System (even if Wise Agent has been advised of the possibility of damages (which include, but are not limited to, damages for injury to person or property, loss of revenue or profits, business interruption, loss of goodwill, use or loss of data, and/or the claims of third parties)). In order to regain access to Wise Agent, all fees due must be paid in full to Wise Agent. To request access for your account to be reinstated please submit a request to billing@wiseagent.com.

Term and Cancellation.

Term. The term of Customer’s subscription will start upon completion of free trial and will continue until terminated pursuant to Section 5(b) below (the “Term”).
Cancellation. This Agreement may be terminated pursuant to any of the following provisions:

Upon Notice. Customer may terminate this Agreement at any time with written notice to Wise Agent. Customer must notify Wise Agent via email indicating their request to cancel any of the add-on products, or their account and their subscription payment via email to billing@wiseagent.com. If the Customer fails to cancel their account prior to their renewal date, their credit card will be charged the fees due.
Insolvency/Bankruptcy. If Customer shall: (A) be unable to pay or admit in writing its inability to pay its debts as they mature; (B) make a general assignment for the benefit of creditors; (C) apply for or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (D) file a petition or be the subject of an involuntary petition in bankruptcy or for reorganization or for an arrangement pursuant to a bankruptcy act or insolvency which petition is not dismissed within ninety (90) days from such filing; or (E) be adjudicated as bankrupt or insolvent, then Wise Agent may terminate this Agreement effective immediately upon written notice to Customer.
Default of Certain Customer Obligations. If Customer breaches any of its obligations under Sections 2(b), 2(c), 4, or 10(a), Wise Agent may terminate this Agreement effective immediately upon written notice to Customer.

Effect of Termination.

When this Agreement is terminated, (A) Customer will immediately stop using the System, (B) Customer’s license to the System will immediately terminate, (C) Wise Agent will immediately cease provision of the Service to the Customer, and (D)Customer will be responsible for exporting and/or deleting any data prior to the end of their term and(E) Customer will pay Wise Agent, within three (3) days following the termination date, all fees and other charges which accrued prior to such termination date but remain unpaid. Customer expressly acknowledges and agrees that Wise Agent will have no liability to Customer whatsoever with respect to the termination of Customer’s use of the System (even if Wise Agent has been advised of the possibility of damages (which include, but are not limited to, damages for injury to person or property, loss of revenue or profits, business interruption, loss of goodwill, use or loss of data, and/or the claims of third parties)).
Customer will also pay any damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) that arise out of or in connection with any breach of this Agreement occurring prior to or after the expiration or termination hereof.

Representations and Warranties. Customer represents and warrants to, and covenants with, Wise Agent as follows:

Customer has the requisite power and authority to execute, deliver, and perform Customer’s obligations under this Agreement.
Customer’s execution, delivery, and performance of this Agreement, and the consummation of the transactions described in this Agreement, have been authorized by all necessary actions on Customer’s part. This Agreement is valid and binding on Customer, enforceable against Customer in accordance with its terms.
The execution, delivery and performance of this Agreement by Customer do not and will not (i) conflict with, or constitute a default (now or in the future) of any agreement, instrument or other understanding to which Customer are bound, or (ii) result in a violation of any Laws, judgment, injunction, decree or other restriction of any court or governmental authority to which Customer is subject.
No consent, approval, order or authorization of, or registration, declaration or filing with, any government authority, body, or any other party is required by Customer to execute, deliver, and perform under this Agreement.

Warranties: Disclaimers. THE SYSTEM IS PROVIDED ON AN "AS IS" BASIS. WISE AGENT MAKES NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SECURITY, ACCURACY, COMPLETENESS, TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE SYSTEM OR ANY OF THE CONTENT, SERVICES, OR PRODUCTS PROVIDED IN CONNECTION THEREWITH. WISE AGENT DOES NOT REPRESENT, WARRANT OR GUARANTY THAT (A) THE SYSTEM WILL BE AVAILABLE, 100% SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SERVICE OR DATA; (B) THE SYSTEM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY DATA STORED USING THE SYSTEM WILL BE ACCURATE, RELIABLE, OR SECURE; (D) ERRORS OR DEFECTS IN THE SYSTEM WILL BE CORRECTED; OR (E) THE SYSTEM OR THE THIRD PARTY PRODUCTS OR SERVICES USED BY WISE AGENT IN CONNECTION WITH THE SYSTEM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WISE AGENT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, AND WILL HAVE NO RESPONSIBILITY WHATSOEVER, WITH RESPECT TO ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT OR OTHER MATERIALS OFFERED, ACCESSED, ENCOUNTERED OR OBTAINED BY CUSTOMER THROUGH THE USE OF THE SYSTEM.
Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WISE AGENT WILL NOT BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES IN CONNECTION WITH OR ARISING OUT OF (I) THE SYSTEM, (II) ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT OR OTHER MATERIALS OFFERED, ACCESSED, ENCOUNTERED OR OBTAINED ON, WITH, OR THROUGH THE USE OF THE SYSTEM, OR (II) THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR WISE AGENT’S PERFORMANCE OR THE FAILURE OF SUCH PERFORMANCE HEREUNDER, OR FOR ANY BREACH BY WISE AGENT HEREOF), REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH CLAIM IS BASED (WHETHER CONTRACT, TORT OR OTHERWISE) AND EVEN IF WISE AGENT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, USE OR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM DOWNTIME, AND THE CLAIMS OF THIRD PARTIES). IF ANY JURISDICTION DOES NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES, WISE AGENT’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW AND IN NO EVENT WILL SUCH LIABILITY EXCEED FIVE HUNDRED DOLLARS ($500.00).
CUSTOMER EXPRESSLY AGREES THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR WISE AGENT’S PERFORMANCE OR THE FAILURE OF SUCH PERFORMANCE HEREUNDER, OR FOR ANY BREACH BY WISE AGENT HEREOF, WILL BE TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 5(b)(i) ABOVE. CUSTOMER ACCEPTS THE RESTRICTIONS ON CUSTOMER’S RIGHT TO RECOVER ADDITIONAL DAMAGES AS PART OF CUSTOMER’S BARGAIN WITH WISE AGENT, AND CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT, WITHOUT SUCH RESTRICTIONS, THE FEES WOULD BE HIGHER.

Indemnification. Customer will defend, indemnify and hold harmless Wise Agent and Wise Agent’s affiliates, officers, directors, members, managers, equity holders, employees, insurers, legal counsel, representatives, and agents (each an “Indemnitee”) from and against any and all claims (including, without limitation, any investigation, action or other proceeding, whether instituted by a third party against an Indemnitee or by an Indemnitee for the purpose of enforcing its rights hereunder), damages, losses, liabilities, costs and expenses (including, without limitation, attorneys' fees and court costs) that constitute, or arise out of or in connection with (a) any breach by Customer of Customer’s representations, warranties, agreements and covenants set forth in this Agreement; or (b) Customer’s use or misuse of the System.
Miscellaneous.

Confidentiality.

Except as provided in Section 10(a)(ii) below, during the Term of this Agreement and at all times thereafter, Customer will (A) keep confidential and not divulge, furnish or make accessible to any third party any Confidential Information, and (B) use the Confidential Information solely for purpose of utilizing the System during the Term pursuant to the terms and conditions set forth in this Agreement and not for the benefit of any third party.
Customer shall be permitted to disclose Confidential Information to the extent, but only to the extent, (A) Wise Agent provides Wise Agent’s express prior written consent to such disclosure; or (B) required by law; provided, that prior to making any disclosure of Confidential Information required by law (whether pursuant to a deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar process), Customer must notify Wise Agent of Customer’s intent to make such disclosure, so that Wise Agent may seek a protective order or other appropriate remedy and may participate with Customer in determining the amount and type of Confidential Information, if any, which must be disclosed in order to comply with applicable law.
Promptly after the expiration or termination of this Agreement or upon Wise Agent’s request at any time, Customer shall return to Wise Agent, or confirm in writing the destruction of, any Confidential Information which is in tangible form and which is then in Customer’s possession. As used herein, “Confidential Information” means all information concerning or related to Wise Agent’s business, operations, financial condition or prospects (whether prepared by Wise Agent, Wise Agent’s affiliates or advisors, or otherwise, and regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form), and shall specifically include (without limitation): (A) the terms of this Agreement (including, without limitation, all System pricing information), (B) all information regarding Wise Agent’s members, managers, officers, directors, employees, equity holders, customers, sales representatives, dealers, and licensees, in each case whether past, present or prospective; (C) all of Wise Agent’s Intellectual Property, software, inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how (including, without limitation, the System); (D) all of Wise Agent’s financial statements, audit reports, budgets and business plans and forecasts; and (E) all analyses, compilations, forecasts, data studies, notes, translations, memoranda, or other documents or materials, prepared by or for Customer containing, based on, generated or derived from, in whole or in part, any Confidential Information.

Customer Reference. During the Term and at all times thereafter, Wise Agent has the right to (i) reference Customer as a customer (or former customer) of Wise Agent in all advertising, marketing and promotional materials designed to promote Wise Agent and its products and services anywhere in the world (with such reference to include Customer’s name, logo, and any quotes provided by Customer), (ii) distribute a public announcement indicating that Customer has selected Wise Agent’s System (which announcement will include any quotes provided by Customer), and (iii) provide Customer as a reference for future potential customers of Wise Agent. Customer hereby grants to Wise Agent a non-exclusive, royalty-free, paid-up, perpetual, worldwide, assignable, sublicensable license to use Customer’s name, logo and any quotes provided by Customer in Wise Agent’s advertising, marketing and promotional materials as set forth above. Customer agrees that no monetary or other consideration shall be due from Wise Agent for the rights granted or the uses described in this Section 10(b).
Entire Agreement; Amendment. This Agreement (including, without limitation, the Software Subscription and the Privacy Policy) constitutes the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous written and oral agreements, representations and communications between the Parties relating to such transactions. Except as expressly set forth herein, this Agreement may be amended, supplemented, or otherwise modified only in a writing signed by both of the Parties.
Equitable Relief. Customer acknowledge and agrees that Wise Agent would be irreparably damaged in the event that any of the provisions of Sections 2(b), 2(c), 5(c), and 10(a) are not performed by Customer in accordance with their specific terms or are otherwise breached, and that money damages would not be a sufficient remedy for such breach. Accordingly, Customer agrees that Wise Agent will be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach, without any requirement to post bond or other security or to prove actual damage or harm. Such remedies shall not be deemed to be the exclusive remedies for any such breach but shall be in addition to all other remedies available at law or in equity
Expenses. Except as may otherwise be specifically provided in this Agreement, each Party is responsible for any expenses incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement.
Force Majeure. Wise Agent shall not be liable to Customer for any delay in or failure of Wise Agent’s performance under this Agreement (including, without limitation, Wise Agent’s failure to make available the System or any component thereof) resulting from any act of God, fire, flood, explosion or other natural disaster, actions or impositions by Federal, state or local authorities, pandemics (including, without limitation, Covid-19), strike, labor dispute, vandalism, riot, commotion, act of public enemies, blockage or embargo or any other cause beyond Wise Agent’s reasonable control (“Force Majeure”). Upon the occurrence of any such event that results in, or will result in, a delay or failure to perform, Wise Agent shall be relieved from fulfilling Wise Agent’s obligations under this Agreement during the period of such Force Majeure event.
Governing Law; Consent to Jurisdiction. This Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of Arizona, without giving effect to any conflict of laws rules, and each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Phoenix, Arizona for the purposes of any action or proceeding arising out of or relating to this Agreement. Each Party hereby consents to such jurisdiction and agrees that venue shall lie in the state or federal courts in Phoenix, Arizona with respect to any claim or cause of action arising under or relating to this Agreement. Each Party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted under this Agreement. If any legal action or any arbitration or other proceeding is brought in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, accounting fees, and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. The phrase “prevailing party” means the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default, judgment, or otherwise. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Non-Disparagement. During the Term of this Agreement, Customer agrees that Customer will not make any statements (or cause or encourage others to make any statements), written or verbal, that defame or disparage Wise Agent or the System.
Notices. Any notice, demand or request required or permitted under this Agreement shall be in writing and deemed delivered (i) when delivered personally (including by recognized national courier), (ii) five (5) business days after deposited in the U.S. mail, first class mail, registered or certified, with postage prepaid; or (iii) one (1) business day after sent via email. Notices shall be addressed to the mailing address and email address set forth in the Software Subscription or such other addresses as a Party provides to the other Party.
Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
Successors and Assigns. Customer may not assign Customer’s rights or delegate or cause to be assumed Customer’s obligations hereunder without Wise Agent’s prior written consent (which consent may be withheld in Wise Agent’s sole and absolute consent). Any attempted assignment, delegation or assumption not in accordance with this Section 10(k) shall be null and void and of no force or effect whatsoever. The terms and conditions of this Agreement shall insure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.
Survival. The provisions of Sections 2(b)-(d), 4, 5(c), 6-10 and the portions of the Software Subscription referenced therein will survive any termination or expiration of this Agreement.
Waivers. The due performance or observance by the Parties of their respective obligations under this Agreement shall not be waived, and the rights and remedies of the Parties shall not be affected, by any course of dealing or performance or by any delay or failure of any Party in exercising any such right or remedy. The due performance or observance by a Party of any of its obligations under this Agreement may be waived only by a writing signed by the Party against whom enforcement of such waiver is sought.

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