Terms of service

TERMS OF SERVICE

Last Revised on 16-October-2026

Welcome to the Terms of Service (these “Terms”) for the website, www.wisewell.com (the “Website”), and the related mobile applications (the “App”) operated by WisewellWater Inc. (“Company”, “we” or “us”), with its registered office at 447 Broadway, 2nd Floor, New York NY 10013. Through the Website and the App you may rent a water dispenser unit (the “Product”) on an ongoing basis (such rental arrangement, a “Subscription”), as further described in Section 2.5. The Website, the App, any content, tools, features and functionality offered on or through our Website and the App, and the embedded software, firmware and on-device applications installed on or operating any Product (the “Device Software”) are collectively referred to as the “Services”. “You” or “your” means the person or business entering into a Subscription with us; if you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. By placing an order, clicking “I accept” or any equivalent confirmation button, checking a confirmation box, making payment, or otherwise confirming a Subscription, you accept these Terms in full and they form a binding agreement between us. If you do not agree, please do not place an order.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

SECTION 11 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 11.

TABLE OF CONTENTS

  • 1. Who May Use the Services 2
  • 2. User Accounts and Subscriptions 2
  • 3. Delivery 4
  • 4. Ownership and Care of the Product 4
  • 5. Faults 6
  • 6. Privacy and Device Data 6
  • 7. Rights We Grant You 7
  • 8. Ownership 10
  • 9. Third Party Services and Materials 10
  • 10. Disclaimers, Limitations of Liability and Indemnification 10
  • 11. ARBITRATION AND CLASS ACTION WAIVER 12
  • 12. Force Majeure 14
  • 13. Additional Provisions 14

1. Who May Use the Services

You must be 18 years of age or older and reside in the United States or any of its territories to use the Services. If you are entering into these Terms on behalf of a company or other entity, that entity must be organized in, and have a place of business in, the United States or any of its territories, and the individual accepting these Terms on its behalf must be 18 years of age or older. By using the Services, you represent and warrant that you meet these requirements and that you have the legal capacity to accept these Terms and have not previously been suspended from using the Services.

2. User Accounts and Subscriptions

2.1 Creating and Safeguarding your Account. To use the Services, you need to create an account or link another account, such as your Apple, Facebook or Google account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You are responsible for the accuracy of the information on your Account and for keeping your login details secure. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@wisewell.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed you, or we previously banned you from any of our Services, unless we provide written consent otherwise.

2.2 Subscription Payment. The fees payable under your Subscription (the “Subscription Fees”) are made up of: (a) a recurring fee as shown at checkout; and (b) any one-off or add-on fees shown at checkout, such as accessories, or Company-branded filters or other consumables purchased separately in addition to those supplied as part of your Subscription. Payment is taken by card (or other method offered at checkout) and is charged automatically on a recurring basis. Placing an order authorizes us to charge your payment method accordingly. You expressly authorize these recurring charges and may withdraw this authorization at any time by contacting our support team (“Customer Care”) at support@wisewell.com. If a payment fails, we will notify you and give you fifteen (15) days from the date of that notice to update your payment details. If payment is not received by the end of that period, we may suspend or cancel the Subscription and, if amounts remain outstanding after our internal recovery efforts, refer the account to a third-party collection agency; you are responsible for any collection costs to the extent permitted by applicable law. Prices are shown in U.S. Dollars and exclude taxes unless stated otherwise. A price change will not affect a Subscription that has already been confirmed. We reserve the right to change our subscription plans or adjust pricing for the Services in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise provided in these Terms, any price changes or changes to your subscription plan will take effect following reasonable notice to you. Payment can be made by credit card, debit card or bank transfer through our payment partner Plaid. We do not accept prepaid cards, stored-value cards, gift cards or similar instruments. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility.

2.3 Deposits and Payment Holds. Any deposit payable in connection with your Subscription will be disclosed to you at checkout, together with whether and how it is credited against your first month’s Subscription Fees. Where an order is cancelled before shipment, any deposit paid will be refunded to your original payment method within ten (10) business days. We may set off any deposit against outstanding Subscription Fees, return or pickup fees, damage, restocking or refurbishment charges, and replacement cost payable by you under these Terms. No interest accrues on any deposit. Where we place an authorization hold on your payment method before shipment, that hold is not a charge; the amount is captured only when your order ships or as otherwise disclosed to you at checkout.

2.4 Chargebacks. If you initiate a chargeback or other payment dispute in respect of a valid Subscription for a Product that has been delivered, that is a breach of these Terms. A chargeback does not relieve you of your obligation to pay Subscription Fees when due or to return the Product, and it entitles us to terminate your Subscription and to pursue recovery of all amounts owed, including the replacement cost of the Product. We may contest any chargeback that we consider illegitimate and, to the extent permitted by applicable law, pass through to you the bank, card network and payment processor fees we incur in connection with it.

2.5 Subscription Term, Renewals and Cancellations. Your Subscription is continuous and has no fixed term, except that an annual prepaid Subscription has a fixed twelve (12) month term as described in Section 2.6. Your Subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period, until the Subscription is cancelled or terminated in accordance with these Terms. To cancel your subscription, please contact Customer Care at support@wisewell.com or 786-628-9194, or cancel online through your account settings.

2.6 Cancellation, Termination Fees, and Annual Plans. Except as expressly set forth in these Terms, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. If you cancel your Subscription within thirty (30) days after delivery of the Product (the “Trial Period”), we will refund your first month’s Subscription Fees (or, for an annual prepaid Subscription, the full annual Subscription Fee you paid) once the Product has been returned to us in accordance with these Terms. If you select an annual prepaid Subscription, you commit to a twelve (12) month term and pay the full annual Subscription Fee in advance; if you cancel after the Trial Period, the prepaid annual Subscription Fee is non-refundable, no credit or prorated refund is given for the unused portion of the term, and your cancellation will take effect at the end of the then-current twelve (12) month term. Annual prepaid Subscriptions automatically renew for successive twelve (12) month terms at the then-current rates unless cancelled in accordance with these Terms. After the Trial Period, you may cancel your Subscription (other than an annual prepaid Subscription) at any time by providing a minimum notice period of two (2) months. In the event of early cancellation without the required notice period, an early termination fee equivalent to two (2) months’ Subscription Fees based on the selected Product will apply; no fee other than the return or pickup fee under Section 4.4 will be charged. We may end your Subscription immediately if you fail to pay any amount by the end of the cure period in Section 2.2, materially breach these Terms, or where we reasonably suspect fraud or other serious legal risk. In all cases, other than where expressly excluded by these Terms, you are responsible for the applicable return or pickup fee based on the Product type, as set forth in Section 4.4. You must ensure the Product remains secure and accessible within your premises and is not left in external or unsecured locations (such as outside the property, gardens, or building entrances). No early termination fee applies where the Subscription ends due to force majeure. You will also remain liable for any outstanding Subscription Fees accrued up to the date of termination. Nothing in this Section limits any refund or other remedy we are required to provide under applicable law, or that applies under these Terms where a Product or the Services are faulty, defective or not as described (including your rights under Section 5). Following any cancellation by you, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made; that continued access applies to the Website and the App only and does not extend the period within which you must return the Product under Section 4.4.

2.7 Subscription Cancellation by Company. We may suspend, terminate, cancel or decline a Subscription order in cases such as: the Product is unavailable; we are unable to reach you about delivery after a minimum of three (3) attempts; there are grounds to suspect fraud or non-payment; you fail to provide information reasonably requested; or as otherwise required by law. We will notify you and refund any amount already paid for the cancelled portion within ten (10) business days.

2.8 Placing and Confirming Your Subscription. You place an order for a Subscription by completing checkout on the Website. An automatic acknowledgement email confirms we received your order but does not, by itself, form a contract. A contract is formed only when we send you an order confirmation (an email or message confirming acceptance of your order and the agreed Subscription details, including Product, fees, delivery details, and term) (the “Order Confirmation”). You are responsible for the accuracy of your contact and delivery information. If any details are wrong, please contact Customer Care within 24 hours so we can correct them.

2.9 Other Products and Offerings. In addition to your Subscription, the Services may permit you to purchase other products or services, including third-party offerings (collectively, “Offerings”). All payment terms in Sections 2.2 to 2.4 apply to Offerings. We reserve the right to discontinue, modify, or limit any Offerings, and to refuse to allow any user to purchase any Offering or deliver it to a user or designated address. When you purchase an Offering, you agree to pay the applicable price, shipping, handling charges, and taxes (the “Full Purchase Amount”). Once we receive your order for an Offering, we will provide an order acknowledgement, which confirms receipt only and does not signify acceptance of your order. We may accept or decline your order at any time in our sole discretion; if we cancel an order after billing, we will refund the billed amount within ten (10) business days. Title and risk of loss pass upon delivery. We may ship partial orders at no additional cost. We do not guarantee delivery by any specific date.

2.10 Company-Branded Filters and Consumables. In addition to the filters and consumables supplied as part of your Subscription at no separate charge, you may purchase Company-branded filters and consumables (“Branded Consumables”) as Offerings. Your purchase of any Branded Consumable is voluntary and is not a condition of your Subscription, of any warranty we provide, or of any service we perform. Branded Consumables are sold to you, not rented, and title and risk of loss in them pass to you on delivery; no purchase of a Branded Consumable gives you any ownership or other interest in the Product. You must select the Branded Consumable specified for your Product model and install and use it in accordance with the instructions supplied with it and any stated shelf life or rated life. Branded Consumables are supplied solely for your own use with a Product, and you may not resell, redistribute or offer them for sale, or repackage, refill, relabel, alter or tamper with them or with their packaging, labeling, seals or lot or date codes. We warrant to the original purchaser that each Branded Consumable will be free from defects in materials and workmanship for ninety (90) days from delivery; if it is not, contact Customer Care and we will, at our election, replace the item or refund the price you paid for it, which is your exclusive remedy for breach of this warranty. This warranty does not cover any item used beyond its rated or stated life, used with a Product for which it is not specified, installed or used otherwise than in accordance with its instructions, or damaged by accident, misuse, unauthorized modification or improper storage. Some states do not allow limitations on how long an implied warranty lasts, so this limitation may not apply to you, and you may have other rights that vary from state to state.

2.11 Household Limits and Abuse Prevention. Unless we agree otherwise in writing, only one (1) subscribed Product may be placed at any single household or delivery address. You may not resell, assign, transfer or otherwise make available to any third party any Subscription, promotional offer, referral credit or discount. We reserve the right, to the extent permitted by applicable law, to refuse, suspend or cancel any order, Account or Subscription that we reasonably believe involves abuse of our offers or promotions, duplicate or fictitious accounts, or association with prior non-payment, chargebacks or fraud.

3. Delivery

3.1 Delivery Terms. Delivery dates are estimates, not guarantees. Risk in the Product passes to you once it is delivered to your confirmed address. If you are not available to receive delivery, we will try to rearrange it. After three (3) failed attempts, we may charge a re-delivery fee or cancel the Subscription and refund amounts paid, less costs already incurred, within ten (10) business days.

3.2 Setup and Installation. Setup and installation are not included with your Subscription. Setup and installation instructions are included in the Product packaging.

3.3 Installation Requirements and Water Damage. You are responsible for installing the Product in accordance with the installation instructions supplied with it. Before installation you must confirm that the water supply pressure at the installation point is within the range stated in the instructions and that an accessible shut-off valve is fitted upstream of the Product, and, where the Product is to be plumbed in at premises you do not own, that you have obtained your landlord’s or building manager’s consent. You must inspect all connections following installation and must shut off the water supply and notify Customer Care immediately on discovering any leak, seepage or overflow. To the extent permitted by applicable law, we are not responsible for damage to your property or to the property of any third party resulting from installation, connection, relocation or use of the Product otherwise than in accordance with the installation instructions and these Terms, or from your failure to report a leak promptly, and you agree to indemnify and hold the Company Entities (as defined in Section 10.1) harmless against any third party claim arising out of any of the foregoing.

4. Ownership and Care of the Product

4.1 Ownership. The Company retains ownership of the Product throughout the Subscription period. The Product is a rental item and purchase is not a standard contractual option under your Subscription. The Company may, at its sole discretion, consider a customer request to purchase the Product, subject to separate approval, pricing and terms agreed in writing by the Company.

4.2 Right to Recover the Product. If you fail to pay any amount when due, fail to return the Product when required under these Terms, or materially breach these Terms, we may, to the extent permitted by applicable law, require you to make the Product available for collection and take such steps as are permitted by applicable law to recover possession of the Product. We will give you any notice required by applicable law before doing so, and we will not enter your premises to recover the Product without your consent or, where required, a court order. Our recovery of the Product does not relieve you of liability for outstanding Subscription Fees or other amounts payable under these Terms.

4.3 Care of the Product. You agree to keep the Product in good condition, subject to reasonable wear and tear, and to use it only as described in the user instructions. You must not modify or relabel the Product, or attempt any repair other than a repair or maintenance task expressly described in the user instructions. The Product is supplied with reusable packaging. You must retain the original Company packaging for the first thirty (30) days after you receive the Product. If you return the Product during that period, it must be securely repacked in its original packaging before it is returned to us. If you cancel within the first thirty (30) days and cannot return the original packaging, you may be charged for damage resulting from insufficient packaging.

4.4 Return of the Product. You must return the Product to us within fourteen (14) days after the effective date of cancellation or termination. We will provide you with a return label, the postage for which is prepaid by us, and instructions for returning the Product. You are responsible for the applicable return or pickup fee, which is a fixed fee determined by the Product type, will be disclosed to you as part of the return process and includes recovery of the cost of the prepaid return label or, where applicable, the pickup. The applicable return or pickup fee will be deducted from any refund or deposit due to you under these Terms. Where no refund or deposit is due, or the amount due is less than the fee, we will issue you an invoice for the outstanding balance, payable within fourteen (14) days of the invoice date. Alternatively, you authorize us to charge the applicable return or pickup fee to your payment method on file. The Product must be returned clean, complete and functional, together with all accessories, filters and other items supplied with it. You are also responsible for charges in respect of missing or damaged items and for damage beyond reasonable wear and tear. If the Product is not returned within the period set out above, we may charge you the full replacement cost of the Product together with any outstanding Subscription Fees.

4.5 Risk of Loss, Theft and Damage. From delivery until the Product is returned to us or collected by us, you bear the risk of loss, theft, destruction of or damage to the Product, other than loss or damage caused by us or arising from a defect in the Product. If the Product is lost, stolen or destroyed while in your possession, you must notify Customer Care promptly and you will be liable for the replacement cost of the Product together with any outstanding Subscription Fees.

4.6 Relocation of the Product. You must notify Customer Care at least ten (10) days before moving the Product to a different address and provide us with the new address. You may not move the Product outside our then-current service area without our prior written consent, and if you do, we may end the Subscription and recover the Product in accordance with these Terms. You acknowledge that the location of the Product may affect the law governing these Terms, applicable taxes, our ability to deliver service and maintenance, and the delivery of notices.

4.7 Maintenance and Support. For maintenance-related questions or to report a Product issue, contact Customer Care at support@wisewell.com or 786-628-9194.

4.8 Refurbished Units. The Company may provide refurbished units as part of the Subscription. All refurbished units undergo a comprehensive refurbishment process, including full internal sanitization, replacement of internal piping, and installation of brand-new filters, ensuring they meet the Company’s quality and performance standards. We will inform you in advance if the unit to be delivered is a refurbished unit.

4.9 Source Water. The Product may be connected only to a potable municipal or other treated drinking water supply that meets applicable drinking water standards. The Product is not designed or validated for use with well water, untreated surface water, greywater or any other non-potable or untreated source. We make no representation or warranty as to water quality or Product performance, and to the extent permitted by applicable law accept no liability for damage to the Product or for any health effects, where the Product is connected to any such source.

4.10 Connectivity. You must keep the Product connected to a working Wi-Fi network with internet access at all times during the Subscription. Continuous connectivity enables us to monitor filter life and consumable usage, monitor water quality and Product performance, deliver firmware and security updates (including updates supporting our connected device security obligations under applicable law), detect leaks and faults, and provide remote diagnostics and warranty validation. While the Product is not connected, our monitoring, remote service and warranty obligations that require connectivity are suspended (this suspension does not affect warranty claims for hardware defects unrelated to connectivity ), and we may charge a manual service fee for any service visit that connectivity would have avoided. Prolonged disconnection may also delay or prevent the dispatch of replacement filters, and we are not responsible for any resulting delay while the Product remains disconnected. If the Product remains disconnected for thirty (30) days or more after we have given you written notice, that will constitute a material breach of these Terms and we may suspend or end the Subscription and recover the Product in accordance with these Terms.

4.11 Consumable Obligations. The Product is designed and validated to operate only with genuine Company filters and consumables, which we supply to you as part of your Subscription at no separate charge. You must replace filters and other consumables when we notify you that replacement is due, accept consumable shipments, and stop using the Product once a filter has exceeded its rated life until that filter has been replaced. Use of filters or consumables not supplied or approved by us may affect water safety and the performance of the Product. We do not warrant the performance or output of the Product, and make no representation as to water quality, where filters or consumables not supplied or approved by us are used, where filters are not replaced when due, or where the Product is used beyond rated filter life, and we may charge for any service visit required as a result. Nothing in this Section conditions your Subscription or any warranty we provide on your purchase of any separately priced article or service.

4.12 Remote Suspension of Product Functions. To the extent permitted by applicable law, we reserve the right to remotely suspend, disable or limit non-essential and premium functions of the Product, and remote service and monitoring, if you fail to pay any amount when due or the Product remains disconnected contrary to these Terms. We will give you prior written notice before exercising this right and will restore the affected functions promptly after the non-payment or disconnection has been remedied. We will not exercise this right in a manner that renders the Product unsafe.

5. Faults

5.1 Reporting Faults. Please inspect the Product on delivery and contact Customer Care as soon as possible if it is faulty, damaged, or not as described. We will acknowledge a fault report and, where the fault is confirmed, repair or replace the Product at no cost to you. If the same fault attributable to the Company occurs three (3) or more times within the first twelve (12) months of delivery (substantially affecting the Product’s performance), and the Company is unable to remedy the issue through repair or replacement within a reasonable time (not to exceed ten (10) business days from receipt of your third fault report), you may request: (a) a further replacement unit of the same type and specifications at no cost; or (b) termination of your Subscription and a pro-rata refund of prepaid Subscription Fees for the period following termination, paid to your original payment method within ten (10) business days of the Product being returned to us. If the Company is unable to provide a functioning replacement, you are entitled to a full refund at your election. Nothing in this Section limits any refund or other remedy required under applicable federal or state consumer protection law for goods that are defective or not as described. This policy does not cover faults caused by misuse, unauthorized repairs or modifications, failure to follow the user instructions, use of filters or consumables not supplied or approved by the Company, connection of the Product to a non-potable or untreated water source, or failure to keep the Product connected as required by these Terms.

6. Privacy and Device Data

6.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at www.wisewell.com/policies/privacy-policy.

6.2 Device and Usage Data. The Product and the App collect data relating to the Product and its use, including filter and consumable status, volume of water dispensed, water quality and performance telemetry, fault, leak and diagnostic data, connectivity status, firmware version and Product location. You grant us a non-exclusive, worldwide, royalty-free right and license to collect, store, use, analyze and create derived and aggregated data from such data in order to deliver, support and improve the Services and the Product, monitor Product safety and performance, provide predictive and preventive maintenance, validate warranty claims, and produce aggregated and de-identified analytics. Our collection and use of personal information is described in our Privacy Policy.

7. Rights We Grant You

7.1 Right to Use Services. We hereby permit you to use the Services for your personal, household or internal business use only, and not for resale or for making the Services available to third parties as a service, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Company, in its sole discretion, may elect to take.

7.2 Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services or the Product, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

  • (a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
  • (b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
  • (c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
  • (d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
  • (e) exploit the Services for any commercial purpose other than your internal business use as permitted by Section 7.1, including without limitation communicating or facilitating any commercial advertisement or solicitation;
  • (f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
  • (g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
  • (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
  • (i) use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
  • (j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
  • (k) submit, transmit, display, perform, post or store any content that is unlawful, defamatory, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, abusive, hateful, or cruel, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities;
  • (l) violate any applicable law or regulation in connection with your access to or use of the Services;
  • (m) tamper with, modify, reverse engineer, decompile, disassemble or attempt to repair the Product or the Device Software, other than as expressly permitted in the user instructions;
  • (n) bypass, defeat, disable or falsify any consumable authentication mechanism or any safety mechanism in the Product or the Device Software; or
  • (o) access or use the Services in any way not expressly permitted by these Terms.

7.3 Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in, or that orders for Offerings can be placed from, any particular geographic location. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of Push Messages from the Company.

7.4 Device Software. The Product includes an on-unit touchscreen and Device Software. We grant you a limited, personal, non-exclusive, non-transferable and non-sublicensable license to use the Device Software solely as installed on, and in connection with your use of, the Product supplied to you, for so long as your Subscription remains in effect. That license terminates automatically on termination or expiry of your Subscription. All right, title and interest in and to the Device Software remain with the Company and its licensors, and no rights are granted other than as expressly set out in this Section. We may deliver firmware, security and other updates to the Device Software remotely, including over the air, and you agree not to prevent or interfere with the installation of such updates; we may also modify, add to or withdraw on-device features from time to time. Notices and license terms applicable to open source components included in the Device Software are made available at www.wisewell.com/policies/open-source, and those terms govern those components to the extent of any conflict with this Section.

7.5 Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

7.6 Mobile Software from the Google Play Store. The following terms and conditions apply to you only if you obtained the App from the Google Play Store. You acknowledge and agree that these Terms are solely between you and the Company, and not with Google. Your use of the App must comply with the Google Play Terms of Service. The Company, and not Google, is solely responsible for the App and its content, for any maintenance and support services in respect of the App, and for addressing any claim of yours or of any third party relating to the App or your possession or use of it, including product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims of intellectual property infringement. Refunds in respect of the App, if any, are handled in accordance with Google Play's then-current refund policies, and you acknowledge that Google's refund, support and dispute resolution policies differ from those of other application marketplaces. Google is not a party to these Terms and is not a third-party beneficiary of these Terms, and Google has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

7.7 Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

8. Ownership

8.1 Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and their content (other than content and data you submit through the Services), including, without limitation, the exclusive right to create derivative works.

8.2 Ownership of Trademarks. The Company’s name, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors, whether or not registered. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

8.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

9. Third Party Services and Materials

9.1 Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

10. Disclaimers, Limitations of Liability and Indemnification

10.1 Disclaimers.

(a) Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, any content, data or other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

(b) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 10.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

(c) THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.

(d) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

10.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTHING IN THESE TERMS LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT YOU PAID THE COMPANY ENTITIES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services or the Product; or (d) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

10.4 Statutory Consumer Protection Rights. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, NOTHING IN THIS SECTION 10 SHALL BE CONSTRUED TO LIMIT, WAIVE, OR OTHERWISE AFFECT ANY RIGHTS OR REMEDIES AVAILABLE TO YOU UNDER APPLICABLE STATE CONSUMER PROTECTION LAWS THAT CANNOT BE LIMITED, WAIVED, OR EXCLUDED BY CONTRACT, INCLUDING WITHOUT LIMITATION THE FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT, THE GEORGIA FAIR BUSINESS PRACTICES ACT, AND THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT. TO THE EXTENT ANY LIMITATION, EXCLUSION, OR INDEMNIFICATION OBLIGATION SET FORTH IN SECTIONS 10.2 OR 10.3 IS HELD TO BE UNENFORCEABLE UNDER SUCH LAWS, SUCH PROVISION SHALL BE LIMITED TO THE MINIMUM EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAW, AND ALL OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

11. ARBITRATION AND CLASS ACTION WAIVER

11.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

11.2 Informal Process First. You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

11.3 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, which are incorporated by reference into this Section 11. Because your contract with the Company, these Terms, and this Section 11 (the “Arbitration Agreement”) concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Unless you and the Company agree otherwise, any arbitration hearing will take place in the county in which you reside, or may be conducted by video conference or telephone. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

11.4 Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

  • (a) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
  • (b) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
  • (c) intellectual property disputes.

11.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

11.6 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@wisewell.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

11.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

12. Force Majeure

12.1 Force Majeure. Neither party is liable for a delay or failure to perform caused by events outside its reasonable control (such as natural disasters, war, government action, or major supply disruptions). If such an event continues for more than two (2) months, either party may end the affected Subscription on written notice, with a refund of amounts paid for Products or services not yet provided within ten (10) business days. No early termination fee or return or pickup fee applies when a Subscription ends due to force majeure.

13. Additional Provisions

13.1 Notices. By accessing the Services and/or entering a Subscription, you consent to receive communications from us electronically, including, but not limited to, email, SMS, third party messaging services such as WhatsApp, and notices posted on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

13.2 SMS Messaging and Phone Calls. Certain portions of the Services may allow us to contact you via telephone or text messages, including third party messaging services such as WhatsApp. You agree that the Company may contact you via telephone, text messages, or third party messaging services (including by an automatic telephone dialing system and using an artificial, prerecorded or AI-generated voice) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any Offerings. Our calls and messages will identify the Company as the caller or sender, and marketing calls and messages will be made only between 8:00 a.m. and 9:00 p.m. in your local time zone. Our text messaging programs are registered for application-to-person (A2P) messaging with the applicable carriers. You also understand that you may opt out of receiving text messages from us at any time, either by texting the word “STOP” to the number from which you received the message using the mobile device that is receiving the messages, or by contacting support@wisewell.com, and we will give effect to your opt-out request no later than ten (10) business days after we receive it. You consent to the monitoring and recording of telephone calls between you and the Company for training, quality assurance and record-keeping purposes, including where you or the Company are located in California, Florida or any other jurisdiction that requires the consent of all parties to the recording of a call. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

13.3 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

13.4 Existing Customers and Prior Terms. These Terms supersede and replace in their entirety any terms and conditions previously agreed between you and the Company in respect of your Subscription, the Product or your use of the Services. If you became a customer before the “Last Revised” date shown above, we will notify you of these Terms by email to the address associated with your Account, and these Terms will take effect for you on the date stated in that email, which will be at least thirty (30) days after the date it is sent. If you do not wish to accept these Terms, you may cancel your Subscription at any time before that effective date without incurring an early termination fee, in which case you remain responsible for returning the Product and for any Subscription Fees outstanding at the date of cancellation. Your continued use of the Services or the Product on or after that effective date constitutes your acceptance of these Terms.

13.5 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing), subject to any notice or cure period expressly provided elsewhere in these Terms. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any content or data associated with your Account. The Company shall not be responsible for the failure to delete or deletion of any such content or data. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

13.6 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

13.7 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

13.8 Forward-Looking Statements. Some of the information on the Services may contain certain projections or other forward-looking statements regarding future events or the future financial performance of the Company. Words such as “expects,” “plans,” “believes,” “goals,” “continues,” “may” and other variations of such words and similar expressions identify forward-looking statements. In addition, any statements that refer to or may imply future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. All such statements that are not historical facts are based on our current expectations and are subject to a number of risks and uncertainties, and the actual events or results may differ materially.

13.9 U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

13.10 Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

13.11 Miscellaneous. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. We may transfer our rights and obligations under these Terms to another company, for example as part of a business transfer, provided the assignee assumes all our obligations under these Terms. You may not transfer your Subscription without our consent. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State where the Product is located, and the competent courts of the United States have exclusive jurisdiction over any dispute. The proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 11.3, or if arbitration does not apply, then the state and federal courts located in New York. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

13.12 How to Contact Us. You may contact us regarding the Services or these Terms at: 447 Broadway, 2nd Floor, New York NY 10013, by phone at 786-628-9194 or by e-mail at support@wisewell.com.