Wise Agent Registration

LAST MODIFIED: JUNE 6, 2023

The following terms and conditions (“Terms of Service”) are entered into between you and the Wise Agent LLC (the “Company”, “we”, “our”, or “us”) and govern your access and use of wiseagent.com (the “Site”), whether as a visitor, guest user or registered user. If you have any questions, please contact us at help@wiseagent.com

Please read the Terms of Service carefully before you start to use the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE Terms of Service AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. If you do not want to agree to these Terms of Service or the Privacy Policy you must not access or use the Site.

This Site is offered and available to users who are 18 years of age. By using this Site, 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 meet all of these requirements, you must not access or use the Site.

1. CHANGES TO THE Terms of Service.

We may from time to time and in our sole discretion, revise and update these Terms of Service. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set out in Sections 19 or 20 hereof will not apply to any disputes for which the parties have actual notice of before the date the change is posted on the Site.

Your continued use of the Site following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

2. LIMITATIONS OF USE

Subject to these Terms of Service, you are hereby granted a personal, non-exclusive, non-transferable, non-sublicensable license to access and make personal, non-commercial use of the Site and its content. However, such license is subject to these Terms of Service and does not include any right to, and you shall not, directly or indirectly: (a) sell, resell or use commercially the Site or its content, (b) distribute, publicly perform or publicly display any content, (c) modify or otherwise make any derivative uses of the Site or its content, or any portion thereof, (d) download (other than page caching) any portion of the Site or its content, except as expressly permitted by us, (e) use the Site to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (f) interfere with the Site or servers or networks used in connection with the Site; or (g) use the Site or its content other than for their intended purposes. This license is revocable at any time.

You may not use the Site for any purpose that is unlawful or prohibited by these Terms of Service, including without limitation, certain provisions of the Real Estate Settlement Procedures Act ("RESPA") and other applicable real estate laws. Information on the Site may be accessed, downloaded, and printed for the purpose of facilitating real estate transactions.

You agree that you will not use any robot, spider, other automatic devices, or manual process to monitor, disrupt, or copy our web pages or the content contained herein without our prior express written permission. Except with the prior written permission of the Company, you agree to refrain from accessing, or attempting to access secure or non-public areas of our Site. Individuals attempting unauthorized access to prohibited areas of the Site may be subject to prosecution.

3. ACCESSING THE SITE AND ACCOUNT SECURITY

We reserve the right to, in our sole discretion and without notice, withdraw or amend this Site or any Services or material we provide on the Site. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict user access to all or part of the Site. We reserve the right to disable any account if, in our opinion, you have violated any provision of these Terms of Service.

You are responsible for:

Making all arrangements necessary for you to have access to the Site.

Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Service and comply with them.

To access the Site or some of the Services it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise is governed by our Privacy Policy.

You will treat your username, password, and any other piece of information used as part of our security procedures, as confidential. You also acknowledge that your account is personal to you and agree not to provide any unauthorized person to access this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your account.

You are solely responsible and liable for all data, information and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Site and your use of the Site. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Site and the Site. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.

You agree that you will not, and will not permit anyone else to, directly or indirectly:

Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable;
Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriate any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data;
Forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Site.

Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.

We do not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to the Site or to our application or feeds on third party social media platforms (e.g., Wise Agent’s Facebook page, LinkedIn page or Twitter feed), you hereby grant the Company a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes, however, the Company will only share personal information that you provide in accordance with our Privacy Policy.

You acknowledge and agree that the Company may disclose or use any User Content that you Transmit for any purposes permitted under applicable law, including, but not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of the Company, its customers or the public.

4. THIRD PARTY ADVERTISING

We do not sell or share your information without your express consent, nor will we allow a third party to access your database without your written approval and consent. However, if your account is being paid for by another party, your contact information may be available to them. For your convenience, the Company partners with and allows its users to utilize several third party integrated services (“Integrated Service”). To utilize these Integrated Services, you must expressly authorize the Company to give your contact information and personal database (“Personal Information”) to the Integrated Service. You have the ability to revoke access to your contact database to any of the third parties that you elected to subscribe to by deleting your API key from within Company Site.

The Company may participate in third party advertising contracts under which the third party pays an advertisement fee to Company for advertising exposure to participating users. Company has the right to make contracts with third parties concerning advertising on the Site. These contracts will be established on a case-by-case basis between Company and third parties. It is likely that Company may engage in one or more competing third parties to advertise their services on the Site. Fees and services charged by or provided by other third party vendors are excluded from these Terms of Service.

If you register with a sponsoring promo or partner code, you agree to share only your contact information with the sponsoring party so that they may contact you by phone, sms/mms text, in-person, or email. This information does not include your login information, information about your clients, or access to your account. While users of the Site may engage third party integrated partners for services, it is at their sole discretion and their use of the Site and subscription to the Company’s services do not require users to engage such third party integrated partners.

5. INTELLECTUAL PROPERTY

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by the United States and International Intellectual property laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

If you wish to make any use of materials on the Site other than that set out in this section, please address your request to: help@wiseagent.com

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Service, your right to use the Site will stop immediately. You must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

6. SUBSCRIPTION

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.

7. TERM and CANCELLATION

Term. The term of Customer’s subscription will start upon registration and will continue until terminated pursuant to Section 6(b) below (the “Term”).
Cancellation. This Agreement may be terminated pursuant to any of the following provisions:
1. 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 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.
2. 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.
3. 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.
1. 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)).
2. 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.

8. 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.

9. PRIVACY

We use third parties to verify and certify our privacy principles. These organizations are dedicated to building trust in the Internet by having member organizations such as the Company disclose information practices. Our policy on privacy is held to high standards by these independent third party organizations. Our current Privacy Policy is available at https://wiseagent.com/privacy.asp.

10. LINKS TO THIRD PARTY SITES

The Site may contain links to third party websites operated by third parties. Such links are provided for your reference only. The Company does not control such third party websites and is not responsible for their contents. The Company's inclusion of links to such third party websites does not imply any endorsement of the material on such third party websites or any association with their operators. Any access or use of such third party websites, including information, material, products and services therein, shall be subject to the Terms of Service of such third party website and shall be solely at your own risk.

11. DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK, AND YOU ASSUME TOTAL RESPONSIBILITY FOR USE OF THE SITE. COMPANY IS NOT RESPONSIBLE FOR ANY LOSS YOU MAY INCUR AS A RESULT OF USING THE SITE. YOU AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, OR ALTERATION OF THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION. YOU AGREE THAT COMPANY IS NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF THE LOSS OR THEFT OF USER INFORMATION TRANSMITTED FROM OR STORED ON A COMPUTER OR DEVICE OR FROM UNAUTHORIZED OR FRAUDULENT TRANSACTIONS ASSOCIATED WITH THE SITE. YOU AGREE THAT COMPANY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THEIR PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. COMPANY, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ANY OF THE SITE, WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES, INCLUDING (WITHOUT LIMITATION) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING OUT OF THE USE OF OR INABILITY TO USE ANY OF THE SITE OR ANY CONTENT CONTAINED THEREIN.

THE FOREGOING LIMITATIONS OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH INSTANCE, YOU AGREE THAT COMPANY’S MAXIMUM LIABILITY UNDER ANY CLAIM, CAUSE OF ACTION AND/OR LEGAL THEORY SHALL BE LIMITED TO $100.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, contractors, agents, affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Site, including, but not limited to any use of the Site’s content, services, and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Site.

14. LEGAL COMPLIANCE

You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our service. legal@wiseagent.com

15. ANTI-SPAM POLICY

Definition: SPAM, also known as Junk email, is any unsolicited message, meaning the recipient has not given explicit permission to the sender to receive messages. Messages can be either via email or text messages (SMS/MMS).

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 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 append “BOUNCE” to the end of the email address to indicate that the email was undeliverable and also 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.

16. NO AGENCY

You and the Company are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Service.

17. NOTICES

Except as explicitly stated otherwise, any notices shall be given by mail to:

Wise Agent
Attn: Legal Department
16766 E Parkview Ave. #201
Fountain Hills, AZ 85268 USA

Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to the Company during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

18. 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

19. GENERAL

These Terms of Service shall be exclusively governed in all respects by the laws of the State of Arizona. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Service and all incorporated agreements may be automatically assigned by the Company, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and do not define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Service set forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 6 (Subscription) with respect to fees owed for our services, Section 7 (Term and Cancellation), Section 3 (Accessing the Site and Account Security), Section 11 (Disclaimer of Warranties), Section 12 (Limitation on Liability), Section 13 (Indemnification), and 18 (Arbitration) shall survive any termination or expiration of these Terms of Service.

20. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

We expect users of the Site to respect the intellectual property rights of others. If you believe in good faith that any of the content on the Site infringes your copyright, please provide our copyright agent the written information specified below.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

The Company’s copyright agent for notice of claims of copyright infringement can be reached as follows:

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

LAST MODIFIED: JUNE 6, 2023

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 registration 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 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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