Provider Terms of Service
UPDATED: OCTOBER 16, 2015
WiseGuy Ventures, LLC ("WiseGuy.com", "our", "us" or "we") provides an online marketplace that enables Users to find, receive, and pay for tutoring or other educational services. Our platform connects service providers (“WiseGuys”) with individuals seeking services via search, messaging, and session booking services and provides WiseGuys with schedule, profile, payment, and activity management services (collectively, the "Services") through our website, accessible at WiseGuy.com (the "Site"). The Services include the ability for Users and WiseGuys (each as defined below) to interact using our interface or other methods as may be made available by WiseGuy.com.
“WiseGuy” means a tutoring or educational service provider accessible via the Services. “User” means an individual who completes the sign up process, contacts a WiseGuy to seek and/or schedule Sessions, or otherwise accesses or uses the Site or Services.
“Sessions” mean any tutoring or educational services a User may receive from a WiseGuy related to a User's WiseGuy.com account or the Services including Paid Sessions and Free Sessions.
“Paid Sessions” means Sessions with WiseGuys that have specified an hourly rate greater than $0.00 at the time the Session was booked
“Free Sessions” means Sessions with WiseGuys that have not specified an hourly rate or have specified an hourly rate of $0.00 at the time the Session was booked
"Content" means text, graphics, images, software, audio, video, information or other materials. Including materials that WiseGuy.com makes available through the Site or Services or materials that a WiseGuy or User posts, uploads, publishes, submits or transmits to be made available through the Site or Services in connection with the Sessions or otherwise.
As a WiseGuy, your use of the Services is governed by the policies, terms and conditions below. THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM, WHICH FACILITATES THE CONNECTION BETWEEN USERS AND WISEGUYS FEATURED ON THE SITE AND VIA THE SERVICES. YOU UNDERSTAND AND AGREE THAT WISEGUY.COM IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS AND WISEGUYS. WISEGUY.COM HAS NO CONTROL OVER THE CONDUCT OF USERS, WISEGUYS AND OTHER USERS OF THE SITE AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES, OR YOUR WISEGUY.COM ACCOUNT, OR BY POSTING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES IN CONNECTION WITH YOUR SESSIONS OR OTHERWISE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE PROVIDER TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE. IF YOU DO NOT AGREE TO THESE PROVIDER TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR CONTENT. If you accept or agree to these Provider Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Provider Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
The Site and Services
The Site and Services can be used to facilitate the provision of Sessions via our online platform. As stated above, WiseGuy.com makes available a platform with related technology for Users to connect with WiseGuys online and conduct the Sessions via our online interface as requested by Users. WiseGuy.com is not a provider of tutoring services. WiseGuy.com's role is solely to facilitate the availability of the Site and Services. Similarly, WiseGuy.com is not a contracting agent or representative of any WiseGuy or User. WiseGuys are independent contractors and are not employees or agents of WiseGuy.com. WiseGuy.com's role is solely to facilitate the availability of the Site and Services for Users and WiseGuys.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF USERS AND WISEGUYS FOR THE PROVISION OF SESSIONS. WISEGUY.COM CANNOT AND DOES NOT CONTROL THE ACTIONS OF ANY WISEGUYS, USERS OR OTHER USERS OF THE SITE AND SERVICES. WISEGUY.COM IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL ACTIONS OF WISEGUYS, USERS, THIRD PARTIES AND OTHER USERS OF THE SITE AND SERVICES. ACCORDINGLY, ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, WISEGUYS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF SESSIONS PROVIDED BY WISEGUYS ARE DONE AT THE PARTIES' SOLE RISK.
Account Registration and Usage
To become a WiseGuy, provide Sessions, and to be eligible to receive payment for the Sessions you provide, you must register and create an “Account” and be 18 or older. By registering as a WiseGuy, you represent and warrant that you are 18 or older and authorize us to display your public profile information on the Site and send you e-mail and SMS notifications. Your personal contact information will never be shared with Users. Registering as a WiseGuy does not restrict you from joining Sessions as a User and all WiseGuys are subject to both the User Terms of Service and the Provider Terms of Service.
In the case of registering to join the Service as a WiseGuy by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited, to Facebook) via our Site. When you register by logging into an SNS via our Site, we will obtain the Personal Information you have provided to the SNS (such as your “real” name, profile picture, email address, list of SNS friends and other information you make available via the applicable SNS) from the account you have with such SNS and use that information to create your account and you will become a User; the information we obtain may depend on the privacy settings you have with the SNS.
When you register with WiseGuy.com and set up your Account , you: (i) agree to provide WiseGuy.com with accurate and complete information; (ii) agree to promptly update your Account information with any new information that may affect the operation of your Account; and (iii) authorize WiseGuy.com, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account information or the information you provide to us related to any transactions you initiate via the Site and Services. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.
You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding Account information. You agree not to disclose your password to any third party and that you are entirely and solely responsible for any and all activities or actions that occur under your Account, whether or not you have authorized such activities or actions. You will immediately notify WiseGuy.com of any unauthorized use of your username, password or Account.
You agree that you will not permit, enable, introduce or facilitate (i) persons who do not have an Account to have access to the features of the Site and Services only made available to registered WiseGuys and (ii) other persons to participate in providing Sessions from your Account.
Representations and Warranties
If you register via the Site and Services to serve as a WiseGuy, you represent and warrant to WiseGuy.com that you (i) have requisite knowledge in the subjects you select via the Services to provide Sessions in such subjects to Users; (ii) will utilize Sessions solely to provide Sessions only; (iii) you are or were a student at the academic institution you listed as your school at the time of registration to use the Site and Services and (iv) will not provide Sessions to persons under 18. You understand and agree that Users will contact you via the Site and Services and request that you provide Sessions. You have no obligation to provide any Sessions, and any Sessions you may choose to provide are in your sole discretion.
Interactions with Users and Use of Sessions
As a WiseGuy you acknowledge and agree to the following:
- WiseGuy.com acts as a technology service that facilitates the provision of Sessions between WiseGuys and Users and does not make editorial or managerial decisions concerning a WiseGuy's Sessions, nor will WiseGuy.com be held responsible for any WiseGuy's failure to comply with laws or regulations. Without limiting the terms of the “Limitation of Liability” section below, WiseGuy.com is not responsible for the use or exchange of any information, files or goods between WiseGuys and Users. Further, WiseGuy.com does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by WiseGuys or Users, including, without limitation, the Sessions provided or other information made available through the Site and Services.
- You are solely responsible for your interactions with Users. You understand that WiseGuy.com does not in any way screen Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site or providing Sessions and disclosing personal information to Users. You agree to take reasonable precautions in all interactions with Users. Without limiting the terms of the “Limitation of Liability” section below, your use of the Site and Services and provision of Sessions is at your sole risk and discretion.
- WiseGuy.com reserves the right to contact WiseGuys and Users, in compliance with applicable law, in order to evaluate compliance with the rules and policies set forth in this Agreement. If you ever believe that a User or another WiseGuy has violated the law or is defrauding, threatening or endangering anyone, WiseGuy.com urges you to immediately contact the police directly for help.
- You will comply with all applicable local, state, national and foreign laws, treatises and regulations in connection with your provision of Sessions.
- You are solely responsible for the content of the communications, assistance and direction that you provide as part of the Sessions.
- You are solely responsible for all equipment necessary to access and use the Site and Services and to provide Sessions.
- You will not record or otherwise store any Sessions that you provide through the Site or Services.
- You will not use the Site or Services or provide Sessions in any manner that harasses a User or another WiseGuy or could interfere with any other party's use or enjoyment of the Site, Services or Sessions. You will respect the privacy of others and not use the Site, Services or Sessions for unwelcome, rude or abusive communications or in any other manner as determined by WiseGuy.com in its sole discretion.
- You will not use the Site or Services to share any personal contact information on the Site or during Sessions with Users and outside of Sessions you will only communicate with Users through the Site’s messaging functionality. WiseGuys are encouraged to report any Users that have attempted to solicit the exchange of personal information through the Site or during Sessions by emailing us at support@WiseGuy.com or by using the designated field in the Post-Session form. You may not provide Sessions outside of the Site or Services.
If you register to use the Site and Services as a WiseGuy and provide Sessions via the Site and Services, you may be entitled to receive WiseGuy Payments from Users for the provision of Sessions. To receive WiseGuy Payments, WiseGuys bill Users after the completion of Paid Sessions based upon the WiseGuy Hourly Rate (as defined below), our Service Charge (as defined below), and the Billed Session Duration (as defined below), using the Minimum Session Duration (as defined below) specified for the Session Type (as defined below) at the time the session was booked. Users will be billed in USD currency on a per minute basis and any partial minutes used should be rounded up. The Billed Session Duration may be greater or less than the Scheduled Session Duration, and should reflect the actual duration of time that the WiseGuy was providing services. The Actual Session Duration (as defined below) is provided as a guide to help WiseGuys determine the Billed Session Duration, but should not be relied upon. WiseGuys are solely responsible for calculating and inputting an accurate Billed Session Length. WiseGuys must subtract time from the Billed Session Length to reflect any duration of time that they were not able to provide services as a result of their own technical or non-technical issues. WiseGuys are not responsible for subtracting time that they were not able to provide services as a result of the User’s technical or non-technical issues.
“WiseGuy Hourly Rate” means the per hour amount the WiseGuy will be paid for a session
“Service Charge” means per hour amount added to the WiseGuy Hourly Rate that is paid to WiseGuy.com and its third party payment provider for a session
“User Rate” means the per hour amount the User is billed for a session
“Billed Session Duration” means the total time the User is billed for a Paid Session
“Minimum Session Duration” means the minimum amount of time Users can be billed for when entering into Paid Sessions
“Scheduled Session Duration,” means the amount of time allotted for a Session at the time the Session was booked
“Actual Session Duration,” means the amount of time calculated by the Session Timer, which begins the moment the User clicks the “Start Session” button and ends the moment that either the User or the WiseGuy click the “End Session” button. Any duration of time that the WiseGuy “Paused” the Session Timer is subtracted from the total time
“Session Type” means the format of a session (e.g. online, in-person, asynchronous, etc.)
All WiseGuy Payments for Sessions must be completed through the Site, any payments accepted or solicited outside of the Site may result in your Account being disabled and, or legal action. WiseGuys are encouraged to report any Users that have attempted to offer payments outside of the site by emailing us at support@WiseGuy.com or by using the designated field in the Post-Session form.
You confirm your acknowledgement and agreement that the User Rate shown includes our Service Charge, which may be changed from time to time at the sole discretion of WiseGuy.com. If we modify the Service Charge we will post the modified Service Charge on the Site however no advance notice of the modification is required. By continuing to provide Sessions after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Service Charge. If the modified Service Charge is not acceptable to you, your only recourse is to cease providing services via the Site and Services. You also confirm your acknowledgement that the Billed Session Duration may differ from the actual duration of the sessions depending on the Minimum Session Duration specified for that Session Type and other factors.
No payment is required from Users for Free Sessions, however Users may provide WiseGuys with a “Tip”. Tips are voluntary payments made by Users to WiseGuys after a Session. Tips are subject to the commission rates posted on the Site and may not be solicited from Users.
WiseGuy Payments will be paid out to you within a commercially reasonable time by after setting up your Payout Method on the Site. You are solely responsible for ensuring that you will be able to transfer money from the third party payment provider.
Please note that if a WiseGuy Payment sent by WiseGuy.com to you in accordance with these Provider Terms of Service is later invalidated or reversed for any reason (e.g. a User requests a refund), you will be liable to WiseGuy.com for the full amount of such WiseGuy Payment that WiseGuy.com sent to you and any fees related thereto. This means that you will be responsible for reimbursing WiseGuy.com in the event of a chargeback, reversal of payment or other claim by a User in this regard.
WiseGuy.com uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells.
You understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors. We cannot and do not offer tax advice to any WiseGuys on the Site and Services.
WiseGuy.com does not endorse any User and you are responsible for determining and confirming the identity and suitability of the Users interacted with as a result of your use, or use by any third party, of the Site and Services. We are not your agent or the agent of any User. We will not be responsible for any damage or harm resulting from your interactions, or those of anyone else, with WiseGuys or Users. By using the Site or Services, you, and any third party that may use the Site and Services under your Account, agree (i) any legal remedy or liability that you or such third party seek to obtain for actions or omissions of WiseGuys, Users or other third parties will be limited to a claim against the particular WiseGuy, User or the third parties who caused you, or such third party harm; and (ii) not to attempt to impose liability on, or seek any legal remedy from WiseGuy.com with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with others you may come into contact with as a result of your use of the Site and Services.
The Site, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Services and Content, including all associated intellectual property rights, are the exclusive property of WiseGuy.com and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Content.
Subject to your compliance with the terms and conditions of these Provider Terms of Service, WiseGuy.com grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Site Content solely for your personal and non-commercial purposes; and (ii) to access, modify, edit and download any Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Content, except as expressly permitted in these Provider Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by WiseGuy.com or its licensors, except for the licenses and rights expressly granted in these Provider Terms of Service.
License granted by WiseGuy
We may, in our sole discretion, permit WiseGuys to post, upload, publish, submit or transmit Content. By making available any Content on or through the Site or Services, you hereby grant the following license to WiseGuy.com, which WiseGuy.com may exercise solely in connection with the Services, including promotion of the Services, directly or directly by intermediaries: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to other users of the Services (including Users, as applicable), to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Content. WiseGuy.com does not claim any ownership rights in any Content WiseGuys post and nothing in these Provider Terms of Service will be deemed to restrict any rights that you may have to use and exploit any Content that you post.
You acknowledge and agree that you are solely responsible for all Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to WiseGuy.com and to the rights in such Content, as contemplated under these Provider Terms of Service; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or WiseGuy.com's use of the Content (or any portion thereof) on, through or by means of the Site or Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Third Party Services
You understand and agree that the provision of Sessions may require use of a third party website or service (each a "Third Party Service"). Your use of any Third Party Service is voluntary. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software you may decide to use to provide the Sessions, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third Party Service. WiseGuy.com shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such Third Party Service.
WiseGuy.com respects copyright law and expects its users to do the same. It is our policy to terminate in appropriate circumstances registered users or other Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
If you decide to provide feedback, comments and suggestions for improvements to the Site or Services ("Feedback"). You may submit Feedback by emailing us at support@WiseGuy.com or by using the designated field in the Post-Session form. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
You agree not to do any of the following: Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
You also agree not to:
- Upload, post, email, transmit or otherwise make available any content that we deem to be harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- Impersonate any person or entity, create a false identity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
- Upload, post, email, transmit or otherwise make available 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;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;
- Upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- In any way violate the honor code or code of conduct of any institution to which your student or you yourself belong;
- Aid or encourage a student to violate the honor code or code of conduct of the institution to which a student belongs;
- Use, display, mirror or frame the Site, or any individual element within the Site or Services, WiseGuy.com's name, any WiseGuy.com trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without WiseGuy.com's express written consent;
- Access, tamper with, or use non-public areas of the Site, WiseGuy.com's computer systems, or the technical delivery systems of WiseGuy.com's providers;
- Attempt to probe, scan, or test the vulnerability of any WiseGuy.com system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by WiseGuy.com or any of WiseGuy.com's providers or any other third party (including another user) to protect the Site, Services or Content;
- Attempt to access or search the Site, Services or Content or download Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by WiseGuy.com or other generally available third party web browsers;
- Use any meta tags or other hidden text or metadata utilizing a WiseGuy.com trademark, logo URL or product name without WiseGuy.com's express written consent;
- Use the Site, Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Provider Terms of Service;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Content;
- Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
WiseGuy.com will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. WiseGuy.com may involve and cooperate with law enforcement authorities in prosecuting users who violate these Provider Terms of Service. You acknowledge that WiseGuy.com has no obligation to monitor your access to or use of the Site, Services or Content or to review or edit any Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Provider Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. WiseGuy.com reserves the right, at any time and without prior notice, to remove or disable access to any Content that WiseGuy.com, at its sole discretion, considers to be in violation of these Provider Terms of Service or otherwise harmful to the Site or Services.
You may find links to other websites or resources on the Site. You acknowledge and agree that WiseGuy.com is not responsible for the availability of such external sites 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 sites or resources. WiseGuy.com will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of the Provider Terms of Service at any time without further notice. If we do this, we will post the changes the Site and will indicate at the top of this page the effective date. Your continued use of the Site after any such changes constitutes your acceptance of the new Provider Terms of Service. If you do not agree to abide by these or any future Provider Terms of Service, please do not use or access the Site. It is your responsibility to regularly review these Provider Terms of Service.
Termination and Account Cancellation
If you breach any of these Provider Terms of Service, WiseGuy.com will have the right to suspend or disable your Account or terminate these Provider Terms of Service, at its sole discretion and without prior notice to you. WiseGuy.com reserves the right to revoke your access to and use of the Site, Services and Content at any time, with or without cause. In the event WiseGuy.com terminates these Provider Terms of Service for your breach, you will remain liable for all amounts due hereunder.
THE SITE AND SERVICES ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. WISEGUY.COM AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE SITE AND SERVICES. WISEGUY.COM DOES NOT WARRANT THAT THE SITE, SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE AND SERVICES WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. WISEGUY.COM DOES NOT WARRANT THAT PROVISION OF SESSIONS WILL PRODUCE ANY LEVEL OF PROFIT OR BUSINESS FOR YOU OR LEAD TO ECONOMIC BENEFIT.
YOU ACKNOWLEDGE AND AGREE THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. WISEGUY.COM SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WISEGUY.COM OR THROUGH THE SITE, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH WISEGUYS AND OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERACTION WITH WISEGUYS OR USERS VIA THE SERVICES OR OTHERWISE. YOU UNDERSTAND THAT WISEGUY.COM DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF WISEGUYS, USERS OR OTHER USERS OF THE SITE OR SERVICES, NOR DOES WISEGUY.COM MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF WISEGUYS, USERS AND OTHER USERS OF THE SITE OR SERVICES. WISEGUY.COM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF WISEGUYS, USERS OR OTHER USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OR USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES.
You agree to indemnify and hold WiseGuy.com and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees, and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of or connection to the Site (including any use by you on behalf of another party), your violation of the Provider Terms of Service, or your violation of any rights of another.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND CONTENT REMAINS WITH YOU. NEITHER WISEGUY.COM NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE PROVIDER TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH WISEGUYS, USERS OR OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WISEGUY.COM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL WISEGUY.COM'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE PROVIDER TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT EXCEED THE WISEGUY PAYMENT AMOUNTS WISEGUY.COM HAS PAID TO YOU IN CONNECTION WITH YOUR PROVISION OF SESSIONS VIA THE SITE AND SERVICES OR TWO HUNDRED DOLLARS ($200), IF YOU HAVE NOT RECEIVED ANY WISEGUY PAYMENTS FROM WISEGUY.COM, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WISEGUY.COM AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of WiseGuy.com used herein are trademarks or registered trademarks of WiseGuy.com. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Controlling Law and Jurisdiction
These User Terms of Service and any action related thereto will be governed by the laws of the State of Maryland without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the District of Maryland and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
These Provider Terms of Service constitute the entire and exclusive understanding and agreement between WiseGuy.com and you regarding the Site, Services and Content, and these Provider Terms of Service supersede and replace any and all prior oral or written understandings or agreements between WiseGuy.com and you regarding the Site, Services and Content.
You may not assign or transfer these Provider Terms of Service, by operation of law or otherwise, without WiseGuy.com's prior written consent. Any attempt by you to assign or transfer these Provider Terms of Service, without such consent, will be null and of no effect. WiseGuy.com may assign or transfer these Provider Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Provider Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Provider Terms of Service, will be in writing and given: (i) by WiseGuy.com via email (in each case to the address that you provide); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Any controversy, claim, suit, injury or damage arising from or in any way related to the Provider Terms of Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect and before a single arbitrator chosen by WiseGuy.com. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. The arbitration shall be conducted in the State of Maryland, and judgment of the arbitration award may be entered into any court having jurisdiction thereof. WiseGuy.com may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Maryland, necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration.
The failure of WiseGuy.com to enforce any right or provision of these Provider Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WiseGuy.com. Except as expressly set forth in these Provider Terms of Service, the exercise by either party of any of its remedies under these Provider Terms of Service will be without prejudice to its other remedies under these Provider Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Provider Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Provider Terms of Service will remain in full force and effect.
If you have any questions about these Provider Terms of Service, please contact WiseGuy.com at support@WiseGuy.com.