Welcome to Wisdocity! The WisdomBytesplatform, accessible via our website Wisdocity.com (the “Platform”), which includes any mobile applications and related services we may make available from time to time (collectively, such services and the Platform, the “Services”) is provided by WisdomBytesInc. (“Wisdocity”, “us”, “our” or “we”). Your access to and use of the Services is governed by these terms of service (“Terms of Service”) and our privacy policy which is incorporated by reference (the “Privacy Policy” and together with the Terms of Service, this “Agreement”).

By accessing the Platform or otherwise using the Services, you accept and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you may not access or use the Services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU OR THE BUSINESS ENTITY THAT YOU REPRESENT AND WISDOCITY. FURTHER, THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND WISDOMBYTESARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE AGREEMENT TO ARBITRATE (SEE SECTION 12 “DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE”).

If you accept these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Service and in such event, “you” and “your” will refer and apply to your employer or such other legal entity.

1. Overview

(a)  Platform. You may register to use the Services as an Expert, a Learner, or both. You may also access our website and certain of the Platform features without registering an Account (Experts, Learners and all other users, collectively, “Users”).

i.  Experts. When we refer to an “Expert” in these Terms of Service, we are referring an individual or organization that uses the Services to make available an avatar of a person or persons (an “Avatar”) in order to provide instruction, educational materials, to teach, mentor and otherwise share their wisdom (all of the foregoing, collectively, “Wisdom”). Experts may also make content available for sale through our Platform from time to time.

ii.  Learners. When we refer to a “Learner” in these Terms of Service, we are referring to an individual who uses the Services for any other purpose, including to interact with Avatars and to purchase content from Experts.

(b) Communications. By using the Platform, you consent to receive communications from us by email or SMS using the contact information provide when registering your Account, as you may update from time to time, including, without limitation, announcements (including notifications each time these Terms of Service have been modified), administrative messages, service updates, and other non-transactional communications which are, collectively, considered part of the Services. You may opt out of receiving such communications at any time by updating your preferences in your Account or by emailing us at info@wisdocity.ai, and we will process your request within forty-eight (48) hours. Notwithstanding the foregoing, WisdomBytesreserves the right to communicate with you through the Platform in certain limited circumstances, such as to notify you of Platform downtime due to scheduled maintenance.

(c) Updates. Except for changes to the dispute resolution provisions (see Section 12(o)), we may, in our sole discretion, modify, update or restate these Terms of Service at any time. Depending on the nature of the change, we may notify you through the Services or the email address you provide to us in connection with your account. Your continued use of the Services after the effective date of any such changes constitutes your acceptance of the new Terms of Service.

(d) Modification of Services. We may change and update our Services at any time. We may add or remove features including without limitation making free Services paid Services and vice versa. We will endeavor to give you appropriate advance notice about any major changes, although you understand that we may stop, suspend or change our Services at any time without prior notice. Your sole remedy if you are dissatisfied with our Services or these Terms of Service is that you may discontinue your use of our Services.

2. Accessing the Services

(a)                         Login Credentials. To access and use the Services, you must register an account (“Account”). If you are using the Services as a Learner via your employer or by invitation of an Expert, you may be required to use an authorization code provided by your employer or such Expert. You must provide accurate and complete information as required in the registration form, including your name, date of birth and email address. You are required to establish login credentials, or we may permit you to login via a third party application (your username and password for us or any third party application are your “Login Credentials”). Please refer to the Privacy Policy for additional information on Wisdocity’s practices for handling personally identifiable information.

(b)                        Security. You are solely responsible for protecting your Login Credentials from unauthorized use, maintaining the confidentiality of your Account and for all actions taken with your Login Credentials. You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action may be taken.

(c)                         Age Restrictions. Wisdocity’s Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law (“applicable law” as used herein shall mean any and all federal, state, local and/or international laws, statutes, regulations and ordinances that may apply to a User). It is solely each User’s obligation to determine what law may be applicable to such User. Individuals between the ages of 13 and 18 can use the Services only in conjunction with and under the supervision of a parent or legal guardian. In such a case, the adult is the User and is responsible for any and all activities of the minor. Individuals under age 13 may not use the Services.

3.                           Subscriptions; Fees and Payments

(a)                         Fees; Related Taxes. You may be required to agree to certain fees in order to register for our Services or to utilize certain features or functionality of our Services (collectively, “Fees”). All Fees will be set forth in your order, which may be made via our Platform or other ordering mechanism we make available from time to time (each, an “Order”). All Fees are exclusive of taxes, and when you are charged the Fees, you will also be charged the applicable tax.

(b)                        Subscriptions. When you register an Account you are agreeing to a subscription for Services. Unless you enrolled via an invitation from or on behalf of an Expert (an “Invitation”), your subscription will automatically renew on a monthly or annual basis according to your Order, unless and until you cancel your subscription, or your Account is otherwise suspended or terminated pursuant to these Terms of Service. If you register an Account via an Invitation, your subscription will automatically terminate at the end of the Invitation period.

(c)                         Billing Services. We may use a third party payment service to bill you through an online account for your fees, as applicable, in lieu of directly processing your credit card information. By submitting your payment account information, you grant us the right to store and process your information with the third party payment service, which may change from time to time; you agree that we will not be responsible for any failure of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to these Terms of Service. You agree that we may change the third party payment service and move your information to other service providers that encrypt your information using transport layer security (TLS) or comparable security technology.

(d)                        Refunds. Other than as may be expressly set forth on our Services as updated from time to time, we have no obligation to provide refunds or credits, but may grant them in certain circumstances in our sole discretion. Following any cancellation, you will continue to have access to the Services through the end of your current subscription period.

(e)                         Adjustments. WisdomBytesreserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes. If you do not wish to accept the price change or change to your subscription plan, you can cancel your subscription before the change takes effect.

4.                           Intellectual Property Rights; Restrictions

(a)                         Ownership; License. Our Platform and Services are licensed, not sold, to you. As between you and Wisdocity, we or our licensors own all right, title and interest, including all intellectual property and other proprietary rights in and to our Platform and its contents including all text, media and other information that we make available through Services (other than information you submit, “WisdomBytesMaterials”), except to the extent such content derives from the information you submit. Subject to these Terms of Service, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform, solely for your personal use and not for the benefit of any other person or entity except to the extent you are an Expert and accessing the Services in connection with a separate agreement between you and Wisdocity.

(b)                        Consent to Use of Data: When you use our Platform, we automatically collect certain technical data and related information including, but not limited to, technical information about your device, system and application software, and peripherals (“Usage Data”). We collect Usage Data in order to facilitate the provision of the Platform, software updates, product support, and other services to you (if any) related to the Platform. We may also use this information to improve our products and services, solely in a form that does not personally identify you.

(c)                         No Implied Licenses. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Platform or other Services or any of WisdomBytesMaterials except: (a) as expressly permitted by these Terms of Service; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on our Services.

(d)                        Third Party Services. The Platform may include or rely on features or functionalities that interoperate with services operated or provided by third parties (including Third Party Events), or pursuant to an agreement that WisdomByteshas with such a third party. Content may be stored by third parties using such third party services. WisdomByteshas no control over any features or functionalities offered by any third party and those features or functionalities may be modified, suspended or terminated at any time with no notice. You hereby acknowledge and agree that all of Wisdocity’s licensors, suppliers or other third parties: (i) are not parties to these Terms of Service; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Wisdocity; (iii) are not responsible for addressing claims by you or any third party relating to our Platform or other Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any applicable law; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that Wisdocity’s Platform or other Services or use thereof infringes any third party intellectual property rights.

5.                           Your Content; Feedback License

(a)                         Your Content. The Services permit you to submit text, writings, video and other media, including when communicating with an Avatar or directly with an Expert, in addition to sharing reviews, messages comments or other content or information (collectively, your “Content”). You agree that you will not upload, share, post, transmit, distribute, offer for sale, or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships or that infringes on any intellectual property right of any party. You acknowledge and agree that we may refuse to post or may remove any Content, in our sole discretion, without any liability to you.

(b)                        Use of and License to Your Content. By uploading your Content to the Services, you: (i) represent and warrant that you have all necessary rights to upload, share, post, transmit or otherwise make available such Content; and (ii) hereby grant, to WisdomBytesa royalty-free, nonexclusive, irrevocable, limited right and license to copy, modify, translate, prepare derivative works of, reformat and otherwise use your Content: (A) in order to provide the Services; (B) to analyze and improve the Services and any other portion of the Services; (C) to compile, use and disclose aggregate or de-identified data, statistics, measurements or other metrics derived from your Content (including in combination with the aggregate or de-identified content of other Users) for our own purposes such that the aggregate or de-identified content does not identify you or any other individual; and (D) without limiting the foregoing (a)-(c), to improve our Services through the application of machine learning, tuning or any enhancement, modification, derivative or other improvement to the Services in connection with the provision of any Service (“AI Improvements”) and to exploit such AI Improvements without limitation. You agree WisdomBytesmay extract and retain patterns from your Content processed in connection with your use of the Services which do not identify you and do not enable reconstruction of your Content (“Patterns”) and use, copy, prepare derivative works of or otherwise exploit any such Pattern to continue to improve our Services in perpetuity. Any AI Improvement arising from the Services shall be the sole and exclusive property of Wisdocity.

(c)                         Limited Feedback License. You hereby grant to Wisdocity, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Platform or other Services, including Feedback regarding satisfaction with the Services features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Services or any other products or services. Feedback is provided by you “as is” without warranty of any kind by you.

6.                           Restrictions; Prohibited Conduct; Copyright Infringement

(a)                         General Use Restrictions. You may not perform or engage in any of the following with respect to the Platform and Services:

i.                              reverse engineering or similar practices, in any manner, including to enable the discovery of the construction of any of the Services or any WisdomBytesMaterials or generating an alternative thereto, including by using or submitting the Services through any artificial intelligence (including generative artificial intelligence or large language model), machine learning, or similar system not provided by Wisdocity;

ii.                            removing any copyright, trademark or other proprietary notices from any of our Content;

iii.                         pledging, renting, leasing, sharing, distributing, selling of the Platform;

iv.                         using any robots, spiders, or similar data mining, data gathering, “scraping”, extraction tools, or manual processes to collect, gather, or copy any content or data on or related to the Services;

v.                            using any of the Services to support any illegal activity;

vi.                         attempt any of the foregoing (i)-(vi).

(b)                        Prohibited Conduct. You agree that in the course of receiving the Services and using the Platform, you will not, directly or indirectly:

i.                              use the Platform to transmit any Content that: (A) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, hateful, fraudulent, invasive of another’s privacy, tortious, discriminatory, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by Wisdocity; (B) is false, inaccurate, misleading, defamatory or libelous Content (including without limitation personal information); (C) infringes another’s copyright, trademark, trade secret or other intellectual property rights or other rights of any entity or person; (D) solicits advertising, unlawfully promotes products or services, solicits funds or sponsors or uses the Platform for any commercial solicitation purposes; or (E) introduces viruses, worms, Trojan horses and/or harmful code into the Platform;

ii.                            engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

iii.                         impersonate any person or entity, including any of our employees or representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity;

iv.                         stalk, harass, or harm another person via use of the Services, including WisdomBytespersonnel; or

v.                            interfere or attempt to interfere with the proper working of the Services or any activities conducted through them, including by bypassing any measures we may use to prevent or restrict access to the Services, or by circumventing or manipulating our payment process.

(c)                         Copyright Infringement; Notice and Take Down Procedures. If you believe that any Content on this Platform infringes your copyright, you may request that such Content be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:

i.                              identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;

ii.                            identification of the Content that you believe to be infringing and its location, including a description of the Content, and its Platform location or other pertinent information that will help WisdomBytesto locate such Content;

iii.                         your name, address, telephone number and email address;

iv.                         a statement that you have a good faith belief that the complained of use of the material is not authorized by the copyright owner, its agent or the law;

v.                            a statement that the information in your claim is accurate; and

vi.                         a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf.

1.                                                  Wisdocity’s agent for copyright issues relating to this Platform is: Reena Gupta at info@wisdocity.ai. In an effort to protect the rights of copyright owners, WisdomBytesmaintains a policy for the termination, in appropriate circumstances, of Users of our Services who are repeat infringers.

7.                           Live Events

(a)                         Live Events. From time to time, Experts may host live events, or otherwise make themselves available for 1-on-1 or community interactions (each, an “Event”). You may be required to pre-register for such Events. We facilitate only Events that are held on our Platform. For any Events hosted via a third party service or at any in-person location (“Third Party Events”), such Third Party Events may be subject to additional terms and conditions, including fees imposed by the Expert or the third party host. You acknowledge and agree that any terms applicable to Third Party Events are solely between you and the applicable Expert or third party. WisdomBytesis not responsible for and will have no liability whatsoever in respect of any Third Party Events.

8.                           Disclaimer

(a)                         Service Disruptions. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by WisdomBytesor by third-party providers, or because of other causes beyond Wisdocity’s reasonable control, but WisdomBytesshall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

(b)                        Services Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WISDOMBYTESEXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WISDOMBYTESDOES NOT WARRANT THAT: (i) THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES ARE ACCURATE OR RELIABLE. THE PLATFORM AND OTHER SERVICES ARE PROVIDED “AS IS” AND WISDOMBYTESDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTENT, INTERFERENCE WITH ENJOYMENT, NON-INFRINGEMENT OR THAT THE SERVICES ARE FREE FROM DEFECTS OR THAT ANY DEFECTS WILL BE CORRECTED.

(c)                         Wisdom Disclaimer. WisdomBytesdoes not endorse or assume any liability for Wisdom made available by any Expert, including via an Avatar. We do not guarantee in any manner the reliability, validity, accuracy, or truthfulness of Wisdom and you rely on any Wisdom at your own risk.

(d)                        Professional Services Disclaimer. WisdomBytesand our Services do not provide: (i) medical review, assessment, advice, opinions, treatment, diagnoses or assessments of outcomes of any kind; or (ii) estate, tax, financial or legal advice or opinions of any kind. Any such content made available on the Platform, including via an Expert or Avatar is for informational purposes only, should not be considered professional advice, and is not intended to replace consultation with a professional of applicable qualifications. You acknowledge and agree that WisdomByteswill have no liability for the accuracy or completeness of any content made available via the Services.

(e)                         Medical Disclaimer. WisdomBytesand our Services do not provide medical review, assessment, advice, opinions, treatment, diagnoses or assessments of outcomes. To the extent that any health or medicine-related content is made available on the Platform, including via an Expert or Avatar, you acknowledge and agree that such content is for informational purposes only, should not be considered medical advice, and is not intended to replace consultation with a qualified medical professional. WisdomByteswill not be liable for any injury, loss, or damages arising from your access to or use of any health or medicine-related content.

9.                           Indemnification

(a)                         Indemnity. To the maximum extent permitted by law, you will indemnify and hold harmless, and at Wisdocity’s request defend, WisdomBytesand our affiliates, licensors, successors and assigns (and our and their officers, directors, employees, contractors, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (a) any third party claim or threat thereof that your Content (and the exercise of the rights by WisdomBytesgranted herein with respect thereto) infringes, misappropriates or violates any third party’s intellectual property rights; (b) your use or alleged use of the Services or WisdomBytesMaterials (other than claims arising from Wisdocity’s breach of these Terms of Service); or (c) any breach or alleged breach by you of any of your covenants, representations or warranties set forth in these Terms of Service.

(b)                        Notices; Settlement. WisdomByteswill notify you promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice will not relieve you of your obligations hereunder except to the extent that you were actually and materially prejudiced by such failure. You may not settle any claim for which indemnification is sought under this Section 9 without the prior written approval of Wisdocity, which approval will not be unreasonably withheld or delayed.

10.                     Limitation of Liability

(a)                         Direct Damages Limitation. WISDOMBYTESAND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, EVEN IF WISDOMBYTESOR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE PLATFORM OR OTHER SERVICES OR RESULTS THEREOF. WISDOMBYTESWILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

(b)                        Limits on Liability. WISDOMBYTESAND ITS LICENSORS WILL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN ONE HUNDRED DOLLARS ($100). YOU RELEASE WISDOMBYTESAND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE PLATFORM OR OTHER SERVICES, AND THESE TERMS OF SERVICE IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 10(b).

(c)                         Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 10 MAY NOT APPLY TO YOU.

(d)                        Waiver. If applicable, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

11.                     Termination

(a)                         Termination by You. You may terminate your Account at any time by following the instructions provided on the Platform. By terminating your Account, you will also revoke any consents you have provided herein; and WisdomByteswill have no further obligation to provide you with access to the Platform or other Services.

(b)                        Termination or Suspension by Wisdocity. WisdomBytesmay terminate your Account at any time at Wisdocity’s sole discretion and with no liability to you. Without limiting our other rights or remedies, we may suspend, deny or terminate your access to any or all of the Services if we determine, in our sole discretion: (i) that you have violated any terms of these Terms of Service; (ii) you have provided false or misleading information to us; or (iii) we are required to by law, legal process, or law enforcement. If we suspend or terminate your Account or access to the Platform or any Services, you may not use the Platform or other Services, whether under a different Account or by re-registering for a new Account without our prior written consent.

(c)                         Survival. In addition to accrued obligations, the following sections will survive the termination or expiration of these Terms of Service, including if WisdomBytesceases to provide the Services: Sections 3(a) (Fees; Related Taxes); 4 (Intellectual Property Rights; Restrictions), 5 (Your Content; Feedback License); 6 (Restrictions; Prohibited Conduct), 8 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11(c) (Survival), 12 (Dispute Resolution; Agreement to Arbitrate) and 13 (Miscellaneous).

12.                     Dispute Resolution; Agreement to Arbitrate

(a)                         Informal Dispute Resolution. Prior to if a Claim (as defined below) arises between you and Wisdocity, you agree to work with us and use good faith efforts to settle the Claim informally and directly through consultation and negotiations before pursuing any formal dispute resolution proceeding. For any Claim you wish to initiate, you agree to send us a written description of the Claim to info@wisdocity.ai. The written description must be on an individual basis and include, at a minimum: (i) your name and contact information; (ii) a description of the issue underlying the Claim; and (iii) the relief you are seeking. You agree that we will have a period of sixty (60) days following our receipt of the written description of the Claim to attempt to reach a resolution. Unless we mutually agree to an extension, if the Claim is not resolved within such sixty (60) day period, you and WisdomBytesagree to the arbitration provisions below. This informal dispute resolution procedure is a condition to commencing arbitration in respect of any Claim. You and WisdomByteseach agree that any relevant limitations period and filing fees or other deadlines will be tolled while engaged in this informal dispute resolution procedure.

(b)                        Arbitration. You agree that, except as set forth in this Section 12, any dispute, claim or controversy arising out of or in connection with any of our Services, including the Platform, and/or our Privacy Policy (each, for the purposes of this Section 12, a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

(c)                         Small Claims. Subject to the satisfaction of all applicable requirements of small claims court, you or WisdomBytesmay seek to have a Claim resolved in small claims court. You or WisdomBytesbring a Claim in a small claims court in the jurisdiction in which you reside or in the small claims court in closest proximity to your residence. You may also bring a Claim in small claims court in the State of Delaware, USA.

(d)                        U.S. Federal Arbitration Act. Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in court. Arbitration may permit more limited discovery than a court proceeding, and is subject to very limited review by courts. However, the same damages and relief that a court can award can be awarded by arbitrators. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 12. You also agree that you and WisdomByteseach hereby expressly waive the right to participate in a class action.

(e)                         Notice of Claim. In the event that you elect to seek to have a Claim arbitrated, you are required to first send Wisdocity’s registered agent a written notice of your Claim (“Notice of Claim”). Your Notice of Claim should be sent in care of Reena Gupta, at info@wisdocity.ai. Your Notice of Claim should include your mailing address and your email address that we may use to contact you. If WisdomByteselects seek to have a Claim arbitrated, we will send a written Notice of Claim to the address that we have on file for you by certified mail. Any Notice of Claim must include enough information for us to identify you and attempt to resolve your Claim, including both a description of the nature and basis of your Claim, any supporting documentation, and the specific amount of damages or other relief you are seeking.

(f)                           Informal Dispute Resolution. You and WisdomBytesagree that following a Notice of Claim sent by you or WisdomBytesand before arbitration commences or the Claim is filed in any small claims court, you and WisdomByteswill negotiate in good faith to resolve the Claim prior to any arbitration or court proceeding. You agree to personally participate fully in such discussions, and you may be represented by counsel in the discussions. Similarly, WisdomBytesagrees to have a representative participate fully in the discussions. During any period of informal dispute resolution as set forth in this Section (f)12(f), the statute of limitations and any filing fee deadlines will be suspended for the duration of such discussions.

(g)                         Commencement of Arbitration. If the parties are unable to resolve any claims within sixty (60) days despite good faith efforts, then either you or we may start arbitration or small claims court proceedings. You agree that you may not commence any arbitration or file a Claim in small claims court unless and until sixty (60) days have elapsed following Wisdocity’s receipt of your Notice of Claim. If an arbitration is commenced for a Claim that qualifies for small claims court, you and WisdomBytesagree that either you or WisdomBytesmay elect to have the Claim resolved in small claims court instead and that, upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. In the event of a dispute regarding whether a Claim qualifies for small claims court, such small claims court, and not an arbitrator, will resolve the dispute and the arbitration proceeding will remain closed unless and until a decision by such small claims court that the Claim should proceed in arbitration. A form of notice and a form to initiate arbitration are available for download at www.adr.org or by calling 1-800-778-7879.

(h)                         Arbitration Rules. The arbitration of all disputes will be administered by the AAA under its rules in effect at the time the arbitration is commenced, available at www.adr.org or by calling 1-800-778-7879, except to the extent any of those rules conflict with our agreement in these Terms of Service, in which case these Terms of Service will govern to the extent of the conflict. Except as you and WisdomBytesotherwise agree, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

(i)                            Arbitrator Selection. The arbitrator will be either: (i) a retired judge; or (ii) an attorney specifically licensed to practice law in the state of Delaware or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators, as follows: (A) the AAA will send the parties a list of five (5) candidates meeting the foregoing criteria; (B) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within ten (10) days, striking up to two (2) candidates, and ranking the remaining candidates in order of preference; (C) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (D) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. All arbitrators appointed pursuant to this process are subject to the disclosure and disqualification procedures set forth in the AAA rules and any applicable laws. The arbitrator is bound by these Terms of Service. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

(j)                            Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a representative of WisdomBytesshall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

(k)                         Decision of Arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. WisdomByteswill not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration (a “Demand for Arbitration”) was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of these Terms of Service.

(l)                           Injunctive Relief. Unless you or WisdomBytesseek to have a Claim resolved in small claims court, the arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. If you seek injunctive or declaratory relief, you agree that the arbitrator may award injunctive or declaratory relief in favor of you alone, and only to the extent necessary to resolve your individual Claim.

(m)                      Payment of Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If you initiate an arbitration, you are required to pay AAA’s initial filing fee, but WisdomByteswill reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in the State of Delaware. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was 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 AAA Rules and WisdomByteswill not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or WisdomBytesand you and WisdomByteswaive any objection to such fee modification.

(n)                         Opt-Out. You may opt out of this agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify WisdomBytesin writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the agreement to Arbitrate and must include your name, address, phone number, your Account to which the opt-out applies and a clear statement that you want to opt out of this agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the agreement to Arbitrate. You must use this address to opt out:

2.                                Wisdocity, Inc., ATTN: Arbitration Opt-Out, [INSERT EMAIL ADDRESS]

(o)                         Effect of Changes on Arbitration. Notwithstanding any provision in these Terms of Service to the contrary, you and WisdomBytesagree that if WisdomBytesmake any change to the arbitration procedures (other than a change to any notice address provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against WisdomBytesprior to the effective date of the change. Moreover, if WisdomBytesseek to terminate the arbitration procedures set forth in this Section 12 from these Terms of Service, such termination shall not be effective until thirty (30) days after the version of these Terms of Service not containing the Arbitration Procedures is posted to the Platform and shall not be effective as to any claim that was filed in a legal proceeding against WisdomBytesprior to the effective date of removal.

13.                     Miscellaneous

(a)                         Governing Law. These Terms of Service shall be governed and interpreted pursuant to the laws of the State of California, USA, excluding its conflicts of laws principles, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. In the event that Section 12 is found not to apply to you or to a particular claim or dispute, whether because you elected to opt out or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of California, USA.

(b)                        Jurisdictional Issues; Export Controls. WisdomBytesmakes no representations that information through the Services is appropriate or available for use outside the United States. If you choose to access any Services from outside the United States, you do so on your own initiative and at your own risk and you agree and acknowledge that you are responsible for complying with all applicable United States laws as well as your local laws and regulations. If you transact business through the Platform or other Services with a party that is located outside the United States, you agree and acknowledge that you do so voluntarily, that you are responsible for complying with all applicable United States laws as well as any local laws and regulations that may impact your transaction and you understand that WisdomBytesdisclaims all responsibility related to such transaction. Without limiting the foregoing, you may not access, use, export, re-export, divert, transfer in-country, or disclose any portion of the Services or any related software, technical information, or materials, directly or indirectly, in violation of any United States and other applicable country export controls and sanctions laws, rules, and regulations and requirements. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled by such laws.

(c)                         Severability. If any part of these Terms of Service is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

(d)                        Entire Agreement. These Terms of Service constitute the entire agreement between you and WisdomBytesrelating to the subject matter herein. WisdomBytesmay, at Wisdocity’s sole discretion, revise these Terms of Service at any time by updating this posting and providing reasonable notice to you.

(e)                         Assignment; Relationship. You may not assign or delegate any of your rights or obligations hereunder without Wisdocity’s prior written consent, and any such attempt is void. WisdomBytesmay freely assign or delegate its rights and obligations hereunder without notice to you. Additionally, WisdomBytesmay assign any agreement between you and WisdomBytesto any related WisdomBytesentity by informing you of such assignment. WisdomBytesand you are not legal partners or agents, but are independent contractors.

(f)                           Additional Information. If you have any questions about these Terms of Service or our Platform or other Services, please contact us at info@wisodcity.ai.