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TERMS OF USE

Last Updated: December 3rd, 2023

These Terms of Use (these "Terms") shall govern your ("You" or "Your") access and use of the website located at WisePal.com (the "Website") provided by Wise Butterfly Inc. ("WisePal", "we", "us", or "our"), and all  information, activities, features, functionalities, tools, products and services offered on or through the Website, including the Platform described in Section 2 below (collectively, the "Services"). By using or accessing the Services you agree to be bound by these Terms. In addition, when using certain features through the Services, you will be subject to any additional terms applicable to such features that may be posted on the Website or within the Platform from time to time.  All such terms are hereby incorporated by reference into these Terms.

You declare that by acceptance of these Terms and/or by using the Services, you are at least 18 years old. Additionally, if you are using the Financial Services (as defined in Section 2), you represent and warrant that you are a resident of the United States. If you are agreeing to be bound by these Terms on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the requisite authority, you may not accept these Terms or use the Services on behalf of your employer or other entity. You may not use the Services and may not accept these Terms if you are a person barred from using the Services under the laws of the country in which you are a resident or from which you use the Services.

You agree that we may change any part of the Services, including any content of the Website or Platform, at any time or discontinue the Services or any part thereof, for any reason, without notice to you and without liability.   Additionally, we may, in our sole discretion, refuse to offer our services to any person or entity. We further may, without notice and in our sole discretion, terminate your right to use the Services or any portion thereof, and block or prevent your future access to and use of the Services or any portion thereof.

If you violate these Terms, WisePal reserves the right to issue you a warning regarding the violation or to immediately terminate or suspend your use of the Services. You agree that WisePal does not need to provide you notice before terminating or suspending your use of the Services, but it may provide such notice in its sole discretion.

1. Access to the Services

It is your responsibility to ensure your computer or mobile device meets all the necessary technical specifications to enable you to access and use the Services. WisePal does not provide you with the equipment to access and/or use our Services. WisePal cannot guarantee that the Services will always function without disruptions, delays, or errors. Several factors may impact the quality of your use of the Services, including, without limitation, your local network, firewall, your internet service provider, the public internet, and your power supply. WisePal takes no responsibility for any disruption, interruption, or delay caused by any failure of or inadequacy of any of the foregoing or any other cause  beyond our reasonable control. You are responsible for all fees charged by third parties related to your access and use of the Services (e.g., charges by internet service providers, cellular service providers or air time charges).

2. The Services

2.1 Generally.  WisePal provides a platform that allows users to access general information about products or services that may be advantageous in reducing a user’s monthly bills ("Platform").  In order to use the Services, you must permit WisePal to access (via machine learning means) your emails in order to extract monthly bills and locate information related to your monthly bills.  The Services allow you to generate a comparison (the "Comparison") of the price you pay for certain products and services with other prices available for the same or similar products or services.  Based, among other things, on such Comparison, you may view through the Platform, or through certain third-party partners of WisePal ("Partners"), terms for various products or services from third-party providers ("Providers") which may be available to you and, if you are eligible and approved for the product or service, may reduce your monthly expenses.  You are not required to use our Platform or Services in order to obtain any credit or other products viewable through our Platform or Services.  Any product or service offered, or related transaction to which you are a party, is solely between you and the applicable Partner or Provider and is not a part of the Services.

2.2 Financial Services.  Through the Services, you also have the option to use services offered by our Partners to compare quotes from Providers of credit cards, loans or other related financial services (the "Financial Services").  

Although we make the Financial Services available to you, WisePal is not a lender or other financially related service provider itself. We do not we offer financial products directly nor do we act as an agent or advisor to you or any Partner or Provider. WisePal does not represent the Partners or Providers on our Platform, and we do not endorse or recommend any particular Partner(s), Provider(s), or product(s). WisePal does not accept applications, make credit decisions, or guarantee a particular result. Any Partner or Provider may require you to submit an application to them for their consideration before extending an offer of credit. Any product or service offered or related transaction to which you are a party is solely transacted between you and the applicable Partner or Provider and is not a part of the Services. Partners and Providers are solely responsible for any services they may provide to you.

WisePal does not issue loan approvals, loan commitments, or make any guarantees on behalf of any Partner or Provider and all rates, fees, and terms are presented without guarantee. Rates, fees, and terms are presented without guarantee and are subject to change pursuant to each Partner’s or Provider’s discretion and may not be available in all states or for all types of financial products. You may receive loan offers that vary in amount from what you requested. Partners’ and Providers’ privacy policies and/or security practices may also differ from WisePal’s.

The Financial Services do not include, and we do not connect you with, every financial institution, financial services provider, or lending offer that may be available to you, so other institutions, providers, or financial products not listed on our Platform may be available to you, subject to different terms and conditions, including lower rates. We cannot guarantee the lowest price or best terms available in the market. Your personal financial situation is unique, and it is your responsibility to evaluate the information and content provided, before making any financial decisions.

We do not guarantee you will be approved or qualify for advertised rates, fees, or terms presented. We do not guarantee acceptance into any particular program or specific terms or conditions with any Partner or Provider. Approval standards are established and maintained solely by an applicable Partner or Provider.

2.3 Non-Discrimination.  We support the principles of the federal  Equal Credit Opportunity Act (the "ECOA").  We do not engage in business practices that discriminate on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to contract), the fact that all or part of the applicant's income derives from a public assistance program, or the fact that the applicant has in good faith exercised any right under the Consumer Credit Protection Act.  Similarly, we are committed to compliance with any applicable state and local anti-discrimination laws.

3. Email Account Authorization

When you wish to use the Services, you will be required to authorize us to connect the Platform to email accounts you select.  The Services can only connect to email accounts made available through Google, or Microsoft. To use the Services, you must authorize us to use a Single Sign-On account ("SSO") through operators of your applicable email accounts to grant us access to information these SSO services obtain about you, in accordance with your specific email account's privacy settings. You are responsible for ensuring the accuracy of any information that you or such SSO services provide to us in order for us to provide the Services to you, including all applicable notifications in connection with your use of the Services. If you do not grant us the necessary authorizations and permissions to access your email account, then you may not use the Services. You hereby represent and warrant that you have full right and authority to provide WisePal with the permissions necessary to access your email accounts, including, without limitation, any third party consent (to the extent required under any applicable law) such as consent from the applicable email account operator.

Your maintenance and use of your email account login information are subject to the terms and conditions governing your use of the applicable email account for which such login information applies.  

4. Services Term

4.1.   These Terms are effective as to your use of the Services when you register an email account or otherwise first use the Services and shall terminate upon termination of your access to the Services (the "Term"). WisePal may refuse access to the Services without notice for any reason, including, but not limited to, a suspected violation of these Terms or applicable terms for Third Party Materials, or illegal or improper use of the Services, or your infringement of WisePal's intellectual property, in each case as determined by WisePal in its sole discretion.  We may, but are not required, to provide you written notice of any such termination at the email address connected to the Services.  If we terminate your access to the Services, you are prohibited from using the Services through any other e-mail account or other means.  

4.2.     If you wish to terminate your access to the Services, you may do so by contacting us at: contact@wisepal.com.

4.3.    All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Data, ownership provisions, disclaimers, indemnity and limitations of liability.

5. User Data

5.1.    By authorizing us to connect the Platform to any of your email accounts or otherwise using the Services, you hereby permit WisePal and its Partners to view and  scan all information and data available through your emails (via machine learning means) and locate email messages that contain relevant information on your monthly bills ("User Data").  You are solely responsible for all of your User Data, including any reliance on its accuracy or completeness by WisePal and/or its Partners.  You hereby grant WisePal a non-exclusive, royalty-free, worldwide license (with the right to sublicense to its Partners or other service providers of WisePal) to use, access, store, copy, display, modify and reproduce your User Data (a) during the Term in order to enable WisePal to operate the Services and (b) during and after the Term to improve and enhance the Services and other WisePal products and offerings and to comply with any legal obligations.  Furthermore, we may aggregate and de-identify User Data and use and share such aggregated data for any lawful purpose in connection with our conduct of our business, including for artificial intelligence/machine learning training purposes; provided that any disclosure of such aggregated data will not identify you.  Notwithstanding the foregoing, WisePal agrees that it will not use or transfer User Data for serving ads, including retargeting, personalized, or interest-based advertising.

5.2.    In addition to the above, you hereby agree to our collection, use and disclosure of your personal information in accordance with, and subject to WisePal's Privacy Policy available at https://www.wisepal.com/privacy.

5.3.    You hereby authorize and provide your written consent for WisePal and its affiliates, Partners, and Providers to request and obtain certain debt, credit, and other financial data about you from time to time, for any purpose permitted by applicable law, including to confirm your identity, to avoid fraudulent transactions in your name, and for other legitimate business needs in connection with your use of the Services. You further direct WisePal, its affiliates, Partners, and Providers to collect, use, and share with any person at any time on your behalf certain personal data of yours for the purpose of facilitating our Services. You must also, among other things, accept and agree to comply with the terms and conditions and privacy notices of our Partners and Providers, including our Partner Forward Lending, Inc. dba Method Financial ("Method Financial") and Method Financial’s Terms of Service, available at https://methodfi.com/legal/terms and  Privacy Policy, available at https://methodfi.com/legal/privacy.    

5.4 WisePal employs a number of technical, organizational and physical safeguards designed to protect your User Data. However, no security measures are failsafe and we cannot guarantee the security of your User Data.  Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your User Data.  It is hereby clarified that WisePal is not obligated to backup any User Data. You are solely responsible for creating backup copies of your User Data if you desire. WisePal will have no liability to you for any unauthorized access or use of your User Data or any corruption, deletion, destruction or loss of any of your User Data. Any losses incurred or sustained by you as a result of transmitting information through the Services shall be borne solely and exclusively by you, and in no event, shall any such losses be borne, in whole or part, by WisePal.

6. Rules of Conduct and Usage

6.1.    You represent and warrant that you have full right and authority to use the Services and to be bound by these Terms. You agree that you will comply fully with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of the Services and/or the transmission of technical data exported from the country in which you reside. Without limiting the foregoing and in recognition of the global nature of the Internet, you agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of persons.

6.2.    You undertake that you shall not defraud, or attempt to defraud WisePal, and that you shall not act in bad faith in your use of the Services. If WisePal determines that you have acted in bad faith and/or in violation of these Terms, or if WisePal determines that your actions fall outside of reasonable community standards, WisePal may, at its sole discretion, terminate your access to the Services. You agree that your use of the Services shall be lawful and that you will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall not:

(i).     Access the Services if you are barred under the provisions of these Terms or any applicable law;

(ii).   Promote, host or display the Services on any websites that: (i) contain that is or contains indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by WisePal at its sole discretion), defamatory, libelous, obscene, gambling-related, discriminatory, deceptive, abusive spyware, adware, or other malicious programs or code, unsolicited mass distribution of email, or any illegal subject matter or activities or otherwise offensive content, or content addressed to individuals under the age of 18; (ii) incorporate any materials that infringe or assists others to infringe on any copyright, trademark or other intellectual property rights; (iii) are an incentive-based website, such as a lottery or sweepstakes site which rewards users for clicking on links; (iv) engage in activities that violate WisePal's Privacy Policy; (v) openly encourage users to click on banner ads or other sponsored links to support the Services; or (vi) infringe any right of any third party or violate any applicable law or regulation;

(iii).  Use the Services, including the Financial Services, or any part thereof or any information provided thereon (A) for any fraudulent, unlawful, deceptive, or abusive purposes, including but not limited to using the Services to libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, or abuse anyone, hatefully, racially, ethnically, or in any other manner, (B) for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC), or (C) as a part of a “consumer report” as that term is defined in the Federal Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) ("FCRA") or such that the Services, including the Financial Services, or any part thereof or any information provided thereon would be deemed “consumer reports” under the FCRA;

(iv).  Modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, lease or sell in any form or by any means, in whole or in part, any part of the Services;

(v).    Provide (or attempt to provide) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Services;

(vi).  Violate the contractual, personal, intellectual property or other rights of any party including by providing, using, transmitting, or otherwise making available any information or material through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other rights of any party (including rights of privacy or publicity);

(vii). Create false personas or multiple identities on the Services to defraud or for other purposes which violate these Terms and/or the terms of service of any third-party applications or social networks through which the Services are accessed;

(viii).    Attempt to obtain passwords or other private information from other users of the Services including personally identifiable information (whether in text, image, or video form), identification documents, other information;

(ix).  Improperly use support channels or complaint buttons to make false reports to WisePal;

(x).     Access the Services with any bot, spider, crawler, or other automated system or process, or bypass robots.txt exclusion files or other measures WisePal may use to prevent or regulate access to the Services.

(xi).  Make representations with respect to WisePal not approved in advance and in writing by WisePal. You shall obtain WisePal's prior written approval to the content of any marketing message, and with respect to any use of WisePal's trade name and/or trademarks and/or designs in connection with the Services;

(xii). Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;

(xiii).    Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, sale or purchase of illegal goods, including but not limited to stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety; marijuana-related businesses, including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational marijuana; illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi or pyramid schemes, and money laundering; adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services; debt collection, relief, or counseling; gun sellers and firearm or ammunition sales; unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations; white-label ATM services; promotion of hate, violence, harassment, or abuse; copyright infringement, trademark infringement, or other intellectual property infringement; defamation; invasion of privacy; identity theft; hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Services; or any other activities that violate applicable laws or regulations;

(xiv). Attempt to use the Services on or through any service that is not authorized by WisePal. Any such use is at your own risk and may subject you to additional or different terms. WisePal takes no responsibility for your use of the Services through any service that is not authorized by it;

(xv). Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Services;

(xvi). Interfere with the ability of others to enjoy using the Services, including disruption, overburden or aid the disruption or overburdening of the Services’ servers, or take actions that interfere with or materially increase the cost to provide the Services for the enjoyment of all its users; or

(xvii) Use the Services in any manner not expressly permitted hereunder.

7. Intellectual Property Ownership

7.1.    Without derogating from any other terms herein, WisePal and/or its affiliates retain all rights in the Services and its materials (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, "Services Materials"). The entire contents of the Services (including the Website and Platform) are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights.

7.2.    WisePal and/or its licensors and affiliates own all rights, titles, and interests, including copyrights and other intellectual property rights, in and to all the Services Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Services or by accessing any of the Services Materials, or rights to any derivative works thereof.

8. Third Party Material

8.1.    You may be able to access, review, display or use third-party websites, resources, content, information, or links to other websites or resources, including that of our Partners and/or Providers (the "Third Party Materials") via the Services.  Certain Partners may receive compensation based on your user of their products or services.  For example, when comparing insurance products, Burczak, Inc. d/b/a The Region Insurance Agency (“Burczak) acts as the agent of certain insurance companies in selling insurance, in which it receives compensation based on the premiums for the insurance policies it sells. You acknowledge sole responsibility for and assume any and all risks arising from your access to, use of, or reliance upon any such Third Party Materials, and WisePal disclaims any liability that you may incur arising from your access to, use of, or reliance upon such Third Party Materials through the Services. You acknowledge and agree that WisePal: (i) is not responsible for the availability, accuracy integrity, quality, or lawfulness of such Third Party Materials or the products or website on or available from such Third Party Materials; (ii) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials, even if such Third Party Materials are recommended to you through the Services; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Services. Your ability to access or link to Third Party Materials or a third party website does not imply any endorsement by WisePal of Third Party Materials or any such third party website, even if such Third Party Materials are recommended to you through the Services.

8.2.    These Terms do not authorize you to, and you may not use any Third Party Materials except as expressly permitted by the owners of such Third Party Materials.  You may not use any Third Party Materials for which you have not obtained appropriate approval to use. Your use of any Third Party Materials are subject to the terms and conditions of the provider of such Third Party Materials.  

8.3 You acknowledge and agree that in sharing a Provider’s quote to you, WisePal is acting solely as a facilitator between you and Partners and potential Providers, WisePal has no authority to bind you or the Provider to any agreement. Therefore, any engagement between you and any Provider (if any), including the payment thereof, will be made directly between you and such Provider through WisePal’s Partners. WisePal will not be a party to such engagement and is not liable for any act or omission of you, Partner or Provider thereunder.  

9. Links

The Website may contain links to other websites, applications, or resources including links to websites, applications or resources of Partners or Providers (the "Linked Sites"). The Linked Sites are not under the control of WisePal and WisePal is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. WisePal is not responsible for webcasting or any other form of transmission received from any Linked Site. The inclusion of any link does not imply endorsement by WisePal of the site or any association with its operators. You acknowledge and agree that WisePal will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or Website available on or through any such site or resource.

10. Payment and Billing

10.1. WisePal does not currently charge users for the Services but it reserves the right to do so in the future. In the event that any Services you are using will result in a fee, WisePal will notify you in advance within a commercially reasonable time.

10.2. We may receive compensation from Providers and Partners in different amounts for different products or services. Our compensation may be based on the order or priority in which a certain Provider’s or Partner’s products or services are displayed to you.

11. Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials regarding the Services, whether by email or otherwise (collectively, "Feedback"), such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and to the Feedback to WisePal and WisePal is free to use, without any attribution or compensation to you, any and all Feedback for any purpose whatsoever. Notwithstanding the foregoing, you understand and agree that WisePal is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

12. Disclaimers; Limitation of Liability; Indemnification

12.1. You acknowledge and agree that your use of or access to the Services and/or any materials and/or services, if any, offered by WisePal shall be at your sole risk. The Website is provided on an "AS IS" and "AS AVAILABLE" basis. You are solely responsible for any and all acts or omissions made by you in reliance on the Services or any part thereof. Neither the Services nor WisePal nor any of its affiliates shall provide, or intend to provide, any advice, whether business, tax, or otherwise, concerning any quote provided to you through the Services, and you shall consult with and only rely on your own independent, professional advisers in respect of the foregoing.  WisePal does not and cannot guarantee that the results of using the Services will meet all of your requirements.  TO THE FULLEST EXTENT PERMITTED BY LAW, WISEPAL, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE "WISEPAL PARTIES") DISCLAIM ALL WARRANTIES, EXPLICIT OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, USEFULNESS, AUTHORITY, ACCURACY, COMPLETENESS, AND TIMELINESS.  YOU ACKNOWLEDGE THAT THE WISEPAL PARTIES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES, INCLUDING ANY PRODUCT OR SERVICE OF PROVIDERS, WILL MEET YOUR EXPECTATIONS.

12.2. You agree that your use of the Services shall be at your sole risk. WisePal makes no warranties or representations about the accuracy or completeness of the content of the Services, of the content of any sites linked to the Services, of any Third Party Materials and assumes no liability or responsibility for any:

(i).     Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content, including any offer provided by Partners or Providers;

(ii).  Unauthorized access to or use of Third Party Materials, secure servers, and/or any and all personal information stored therein;

(iii).  Interruption or cessation of transmission to or from the Services;

(iv).    Bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party; or

(v).  Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Services.

12.3. WITHOUT DEROGATING FROM THE ABOVEMENTIONED, IN NO EVENT WILL THE WISEPAL PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WISEPAL HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT WISEPAL SHALL NOT BE LIABLE FOR ANY USER SUBMISSIONS AND/OR DEFAMATORY, OFFENSIVE, AND/OR ILLEGAL CONDUCT BY ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM AND/OR ASSOCIATED WITH THE FOREGOING RESTS ENTIRELY WITH YOU. WISEPAL'S LIABILITY FOR ANY DAMAGES OR CLAIMS OF ANY KIND, SHALL NOT EXCEED US$100.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS 12.1, 12.2 AND 12.3 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

12.4. You agree to indemnify and hold the WisePal Parties harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorney's fees, arising out of or in connection with any of the following:

(i).     Your use of and access to the Services;

(ii).   Your violation of any term of these Terms;

(iii).  Your violation of any third party right, including without limitation any copyright, property, or privacy right; or

(v).    Any User Data provided by you through the Services.

13. Electronic Notices

By using the Services, you consent to receiving electronic communications from us regarding the Services at the email account associated with your use of the Services, as described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. Please promptly update any changes to your contact information by emailing us at contact@wisepal.com. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail address which changes are not notified to us. You agree that any notices, agreements, disclosures, or other communications relating to the Services or these Terms that we send to you electronically (including via the Platform) will satisfy any legal communication requirements, including that such communications be in writing. Without limitation of the foregoing, you agree to be bound by any affirmation, assent, or agreement you transmit through the Services, including but not limited to any consent you give to receive communications from us solely through electronic transmission.

14. Amendments

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will update the “Last Updated” date at the top of the page of these Terms.  We will also use commercially reasonable efforts to notify you of any material changes thirty (30) days prior to any such material changes taking effect, either through the Platform user interface, a pop-up notice on the Website, email via the email address associated with your use of the Services, or through other reasonable means. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms. If any change to these Terms is not acceptable to you, you must cease all access or use of the Services.  

15. . Notice for California Users

Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at the mailing address set forth in Section 16 below.

16.  General

By using or visiting the Services, you agree that the laws of the State of Delaware, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and WisePal. Any claim or dispute between you and WisePal that arises in whole or in part from your use of the Services shall be decided exclusively by courts of competent jurisdiction located in the state of Delaware, to the exclusion of any other courts, and you hereby consent to and waive all defenses of lack of personal jurisdiction and forum non-convenience with respect to venue and jurisdiction in the courts of the state of Delaware. YOU AND WISEPAL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF

OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17.  Contact Us.  

For any questions about these Terms or any other issue regarding WisePal or the Services please contact us at: contact@wisepal.com