These Terms and Conditions were last updated: 06 July 2022
These Terms and Conditions are effective as of: 06 July 2022
1.1 Welcome to Wisewell. Wisewell is a direct-to-consumer startup focused on sustainable consumer technology, helping households save the planet and money with design-led products. Our debut product is a sleek, installation free device that purifies tap water to provide clean, mineralized and temperature-controlled water. Wisewell has a developed a platform with the aim of selling its water purification device (the “Services”) using Wisewell’s website [“www.wisewell.com”] (the “Website”) and any related mobile or software applications (the “Apps”) The Website and the Apps are collectively referred to as the “Platform”.
1.2 These terms and conditions (the “Terms”) are intended to make you aware of your legal rights and responsibilities with respect to your access to and use of the Website and Apps. In these Terms “we”, “us”, “our” refers to Wisewellwater Inc. (“Wisewell”) a company holding trade license number 6396012, and “you” “your”, “Customer” shall refer to you as the Website Customer. Any information, text, links, graphics, photos, audio, videos, data, code or other materials or arrangements of materials that you can view on, access, or otherwise interact with through the Website and Apps shall be referred to as “Content”. The Content that you contribute, submit, transmit and/or post to or through the Website and Apps, shall be referred to variously as “Your Content”, “Content of yours”, and/or “Content you submit.”
1.3. These Terms govern the placement of orders (“Order”) (as defined below) with Wisewell for our water purification devices (the “Products
1.5. These Terms govern your access, browsing and usage of the Services.
1.6. You acknowledge that the Platform may contain links to may contain links to other websites which are not operated by us (the “Third Party Sites”). We have no control over these Third-Party Sites and hereby accept no responsibility for their content or for any loss or damage that may arise from your use of them. You further acknowledge and accept that your use of the Third-Party Sites will be subject to the provisions, terms and conditions contained within each such Third-Party Site.
2.1. The definitions and rules of interpretation in this clause shall apply throughout these Terms:
“Account” means the account you create with Wisewell using your Electronic Mail Account or certain third-party social networking accounts (including but not limited to Facebook, Twitter, Instagram) to access the Services;
“Apps” means any mobile or software application owned by Wisewell to provide services to the User;
“Content” means any information, text, links, graphics, photos, audio, videos, data, code or other materials or arrangements of materials that you can view on, access or otherwise interact with through the Services;
“Customer” means the Account holder or a Customer of the Website and Apps;
“Policies” means any terms, conditions, and policies (separate from these Terms) made available on the Services;
“Website” means the website [“www.wisewell.com”] owned by Wisewell to provide services to the User; and
“Wisewell” means Wiswellwater Inc. holding trade license number 6396012 and their respective agents, servants, officers, and employees.
3. USE OF THE SERVICES
3.1. The Platform affords the opportunity to use the Services. We do not make any guarantees with respect to services provided. You understand that we do not routinely screen users.
3.2. We, our affiliates, or licensors are not responsible for any conduct by you. You hereby release us, our affiliates or licensors from any liability related thereto. We, our affiliates, or licensors will not be liable for any claim, injury or damage arising with you resulting from your breach of these Terms in using our Services.
3.4. We reserve the right to amend these Terms at any time without notice and the Users’ continued use of the Website following the amendments represents the Users’ agreement to be bound by the Terms as amended. It is hence the responsibility of each Customer to review these Terms regularly while using the Website.
3.5. We may, from time to time, decide to change, update, or discontinue certain features of the Services. You agree and understand that we have no obligation to store or maintain your Content or other information you provide, except to the extent required by any applicable laws.
3.6. Some Content you see or otherwise access on or through the Website is used for commercial purposes. You agree and understand that we may place advertising and promotions on the Services alongside, near, adjacent, or otherwise in close proximity to your Content for commercial purposes.
3.7. In the event of any breach or violation of any terms hereunder, Wisewell reserves the right to pursue legal remedies available under the applicable laws and regulations.
4. REGISTRATION AND GENERATED CONTENT
4.1. In order to use and access the Services, you may either create a customer account or purchase the Services as a guest. When the Customer registers, a customer account is set up for the Customer, in which the Customer's personal data is stored for future orders and for calling up the order status. The Customers receive access to their account via the login data selected by him.
4.2. When registering, the Customer chooses a personal username and password. To activate your account, you confirm your access to the specified e-mail address by clicking on the activation link sent to this e-mail address.
4.3. If you choose to create an account, you must provide complete and accurate information, and warrant to update such information as and when required. You must keep your password confidential and are solely responsible for maintaining the confidentiality and security of the details of your account, all changes and updates submitted through your account, and all activities that occur in connection with your account.
4.4. If you are creating an account for commercial purposes and are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you”, “your” and “User” as used in these Terms shall refer to such entity.
4.5. In creating an account, you represent to us that all information provided to us in such process is true, accurate and correct, and that you will update your information as and when necessary, in order to keep it accurate. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or provide or use false information to obtain access to the Services that you are not legally entitled to claim. You acknowledge that any access to Wisewell using falsely claimed accounts may cause us, or third parties to incur substantial economic damages and losses for which you may be held liable and accountable.
4.6. You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Platform, including your profile (the “Profile”), the posting of your desired Service (“Want”), or the posting of any opinions or reviews in connection with the Platform or the Service (the “Feedback”) (all the foregoing content is sometimes collectively referred to herein as the “Generated Content” and the posting of Generated Content is sometimes referred to as a “Posting” or as “Postings”) that:
i. infringe the copyrights or database rights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any other person or entity;
ii. contain any material which is defamatory of any person or entity;
iv. breach any legal or fiduciary duty owed to a third party, such as a contractual duty or a duty of confidence;
v. violate any other applicable law, ordinance, rule, regulation or public order;
vi. invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;
vii. contains falsehoods or misrepresentations that could damage Wisewell or any Third-Party;
viii. is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate.
4.7. All Generated Content posted on the Platform will be linked to your username provided at the time of registration.
4.8. Should the Generated Content have any criminal implications under the valid laws of the United Arab Emirates, we reserve the right to submit same to the relevant authorities and to disclose your identity to any relevant and competent authorities.
5. Eligibility of use
5.1. These Terms form a legally binding contract, and you confirm, represent, and warrant that you are legally entitled to use our Platform, avail our Services, and have attained the minimum age of 18 years. If you are between the ages of 14 and 18, you need to obtain parental consent and supervision in order to use the Platform. The use of and access to the Platform is strictly prohibited in the event we have restricted or banned you from using our Platform for any reason whatsoever.
5.3. To the extent you do not meet the eligibility criteria set herein, we may, at our sole discretion, restrict or block your access to and use of our Platform and seek any other remedies legally available to us. We further reserve the right to exercise whatever lawful means we deem necessary in order to prevent unauthorized access to or use of the Platform.
5.4. You need not register with us to simply visit and view the Platform or our Services.
6. NO DISCRIMINATION
The laws of the United Arab Emirates prohibit any preference, limitation or discrimination based on race, color, religion, sex, ethnic origin, age, caste, doctrine, handicap, or other protected class. Wisewell will not knowingly accept any Posting which is in violation of the law. Wisewell has the right, in its sole discretion and without prior notice to you; to immediately remove any posting that discriminates or is any way in violation of any law.
7. PROHIBITED ACTIVITIES
7.1. The Content and information available on the Website are proprietary to Wisewell or licensed to Wisewell by third parties. Users agree that they shall not engage in any of the following activities in connection with your use of the Website:
i. post information on the Website and/or the App that is obscene, defamatory, threatening or malicious in nature or any other material that is prohibited by law;
ii. publish any copyright material, or material protected by any other intellectual property rights, unless legal right to use and post such material has been obtained and is valid at the time of posting;
iii. infringe or use Wisewell’s brand, logo(s) and/or trademark(s) in any business name, e-mail, URL or other context unless expressly approved in writing by the owner of the intellectual property as applicable;
iv. attempt to circumvent any protective technological measure associated with the Services;
v. violate the restrictions of any robot exclusion headers on the Website or bypass or circumvent their measures employed to prevent or limit access to the Service;
vi. access, monitor, reproduce, distribute, transmit, broadcast, display, sell, license, copy or otherwise exploit any Content of the Services, including but not limited to, Customer profiles and photos, using any robot, spider, scraper or other automated means or any manual process for any purpose not in accordance with these Terms or without express authorization from Wisewell;
vii. attempt to access or search the Website or any Content contained therein through the use of any engine, software, tool, agent, device or mechanism (including scripts, bots, spiders, scraper, crawlers, data mining tools or the like) other than through software generally available through web browsers;
viii. download any Content unless it’s expressly made available for download by Wisewell;
ix. post, upload, transmit or otherwise distribute chain letters, pyramid schemes, advertising or spam;
x. impersonate or misrepresent your affiliation with another person or entity;
xi. harvest or otherwise collect information about others, including telephone numbers for unlawful purposes;
xii. interfere with or disrupt any of the associated computer or technical delivery systems;
xiii. interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Website;
xiv. modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through the Website; and
xv. use the Website, or any Content on the Website in any manner not permitted by these Terms.
7.2. Users agree not to use the Website in any way or action that may:
i. cause damage to, or impair the performance of the Website, inclusive of its availability and accessibility to Customers and Wisewell;
ii. be illegal, fraudulent, or harmful to any person or company in any direct or indirect manner; and
iii. use the Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.
8.1. Ownership of Wisewell’s Content and Intellectual Property Rights
i. “Intellectual Property” means all (i) patents, improvements thereof, patent applications and registrations, Inventions (whether patentable or not) (ii) trademarks, trade names, trade-mark applications and registrations service marks, domain logos and designs; (iii) copyrights, copyright applications and registrations; (iv) trade secrets, know-how and other intellectual property; and (v) computer systems and applications software including all documentation and modifications thereof.
ii. Subject to the express provisions of these Terms, we own, control, license, and reserve all the intellectual property rights and the Content used on the Website. You agree not to use, remove, alter, modify, create derivative works of or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content. You must not use any part of the Content on our Website for commercial purposes without obtaining license to do so from us or our licensors.
iii. All Content posted on the Website or submitted by the Users to Wisewell are protected by the relevant copyright laws. We authorize you to view or download a single copy of the material on the Website solely for your personal, non-commercial use if you include the copyright notice located at the end of the material, for example: “©2021, Wisewell All rights reserved” and other copyright and proprietary rights notices that are contained in the Content. Any special rules for the use of certain software and other items accessible on the Website may be included and are incorporated into these Terms by reference.
vi. Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate intellectual property, and other laws. Content and features are subject to change or termination without notice in the editorial discretion of Wisewell. All rights not expressly granted herein are reserved to Wisewell and its licensors.
8.2. Your License to Wisewells’ Content
i. We grant you a personal, limited, revocable, non-exclusive, and non-transferable license to access and use the Website and Apps only as expressly permitted in these Terms. You shall not use the Services for any illegal purpose or in any matter inconsistent with these Terms. You may use information made available through the Services solely for your personal, non-commercial use. You agree not to use, copy, display, distribute, modify, broadcast, translate, reproduce, reformat, incorporate into advertisements and other works, sell, promote, create derivative works, or in any way exploit or allow others to exploit any of our Content in whole or in part except as expressly authorized by us. Except as otherwise expressly granted to you in writing, we do not grant you any other express or implied right or license to our Content or Intellectual Property Rights.
ii. If you violate any of these Terms, your permission to use the materials automatically terminates and you must immediately destroy any copies you have made of any part of the materials. You may also be potentially liable for Intellectual Property Rights infringement based on the circumstances.
8.3. Wisewells’ License to Customer Content
i. Upon submission of Your Content, you hereby grant Wisewell a perpetual, non-exclusive, irrevocable, fully paid, royalty-free, assignable, sub-licensable and transferable right to use your Generated Content and all Intellectual Property rights therein for any purpose or Use.
ii. For the avoidance of doubt, “Use” means use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, analyze, promote, commercialize, create derivative works of.
iii. We reserve the right, at any time and without prior notice, to remove, block, or disable access to whole or any part of Your Content that we, for any reason consider to be objectionable, in violation of the Terms or otherwise harmful to the Website or our Users at our sole discretion. Subject to the requirements of applicable law, we are not obligated to return any of Your Content to you under any circumstances.
iv. Accordingly you represent that: (a) you either are the sole and exclusive owner of all Generated Content that you make available through the Platform or you have all the necessary rights, licenses, consents and releases that are required to be granted to us; and (b) uploading, posting, publication, submission or transmittal of the Generated Content, or our use of the Generated Content (or any portion thereof) on, through or by means of the Platform will not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
9. CUSTOMER RATING, REVIEWS AND FEEDBACK
9.1. Users are allowed rate, review and provide feedback for the services rendered by Wisewell.
9.2. The Customers agree that they shall use reasonable and good faith efforts to ensure that neither engages in any vilification to third parties, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning Wisewell (which shall include its owner, management team, staff and clients), including, but not limited to, management style, methods of doing business, the quality of Platform, or treatment of employees to any external persons or entities.
9.3. The Customers agree and accept that by providing your Content to or through the Services, be it via email, posting via the Website and/or Apps, or otherwise including any of your Content that is transmitted to your account by virtue of your rating, reviews, feedback, questions, photographs or videos, comments, suggestions, ideas etc. you grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:
i. host, use, reproduce, modify, run, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Content of yours throughout the world in any media, now known or hereafter devised;
ii. make your Content available to the rest of the world and to let others do the same;
iv. use the name and/or trademark that you submit in connection with such Content of yours. You acknowledge that we may choose to provide attribution of your Content at our discretion. You further grant us the right to legally pursue any person or entity that violates your or Wisewell’s rights in Your Content. You acknowledge and agree that Your Content is non-confidential and non-proprietary. You affirm, represent, and warrant that you own or have the necessary licenses, rights (including copyright and other proprietary rights), consents, and permissions to publish and otherwise use Your Content as authorized in these Terms.
9.4.The following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the Service Professional or Service User appear better than he or she actually is or was; and (c) including conditions in an Offer or Want that restrict a Service Professional or a Service User from leaving Feedback.
i. Sanctions for Inappropriate Use of Feedback: If you violate any of the above-referenced rules in connection with leaving Feedback, Wisewell, in its sole discretion, may take any of the following actions: (a) cancel or remove your Feedback or any of your Postings; (b) limit your account privileges; (c) suspend your account.
ii. Reporting Inappropriate Use of Feedback: You may contact Wisewell regarding any inappropriate use of Feedback via-email at email@example.com
iii. Resolving Disputes in Connection with Feedback: In the event of any dispute between users of the Platform concerning Feedback Wisewell shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE PLATFORM CONCERNING FEEDBACK, WISEWELL HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFROM.
9.5. The foregoing lists of prohibitions provide examples and are not complete or exclusive. Wisewell reserves the right to (a) terminate your access to your Account, your ability to post to these Platform (or the Services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause and with or without notice, for any reason or no reason, or for any action that Wisewell determines is inappropriate or disruptive to the Services or to any other user of the Platform and/or Services. Wisewell reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other users to a number that Wisewell deems appropriate in its sole discretion. Wisewell may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Wisewell’s discretion, Wisewell will cooperate with law enforcement agencies in any investigation of the following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the Service Professional or Service User appear better than he or she actually is or was; and (c) including conditions in an Offer or Want that restrict a Service Professional or a Service User from leaving Feedback.
i. Sanctions for Inappropriate Use of Feedback: If you violate any of the above-referenced rules in connection with leaving Feedback, Wisewell, in its sole discretion, may take any of the following actions: (i) cancel or remove your Feedback or any of your Postings; (ii) limit your account privileges; (iii) suspend your account.
ii. Reporting Inappropriate Use of Feedback: You may contact Wisewell regarding any inappropriate use of Feedback via-email at firstname.lastname@example.org.
iii. Resolving Disputes in Connection with Feedback: In the event of any dispute between users of the Platform concerning Feedback, Wisewell shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE PLATFORM CONCERNING FEEDBACK, WISEWELL HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFROM.
Wisewell does not and cannot review every Posting posted within the Platform. These prohibitions do not require Wisewell to monitor, police or remove any Postings or other information submitted by you or any other user.
10. COMMUNICATION GUIDELINES
10.1.The Website is only to be used for its intended purpose. You may not use the Content provided through the Website and in any manner or for any purpose other than that which is expected.
10.2.Discussions between Customers and Wisewell will be handled in the appropriate manner through Wisewell’s customer service (“Customer Service”) either by chat box, email, or the Customer’s accounts.
10.3.You may not post information or comments on the Services and on third party social media platforms that are obscene, defamatory, threatening, malicious, slanderous, or disparaging in nature or any other material that is prohibited by law, about Wisewell and its Services.
10.4.Users acknowledge and accept that an actual or threatened breach of any term(s) of this Clause may be penalized by implementing any one or more of the following:
i. Removal/deactivation of their account from our Website, and/or
ii. Disqualifying their use of our Website indefinitely unless a written approval has been obtained by us allowing them to recreate their account.
10.5.Wisewell shall not be held liable for any loss or damage experienced by any person as a result of implementing the penalties above.
10.6.Wisewell will not be liable for any direct, indirect, or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), claims of death or personal injury, costs, expenses, or other claims for consequential compensation whatsoever (and howsoever) caused, including slander or personal offence which arise out of use or in connection with the Website’s communication, chat functionality, and third-party social media platforms.
11. WARRANTIES AND DISCLAIMERS
11.1.We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure, or error-free.
11.2.We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
11.3.You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
11.4.You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
11.5.In no case shall Wisewell , our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
12.2.We adopt standard data collection, storage, processing practices and security measures in accordance with GDPR rules and regulations, in order to protect against unauthorized access, alteration, disclosure or destruction of Users’ data stored on our Services.
13.1.If Wisewell becomes aware of any possible violations by you of these Terms, then we reserve the right to investigate such violations. If, as a result of the investigation, we suspect or have reason to believe that criminal activity has occurred, then we shall refer the matter to any and all applicable legal authorities.
13.2.Wisewell is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Services, including Your Content, to:
i. comply with applicable laws, legal process or governmental request;
ii. enforce the Terms;
iii. respond to any claims that Your Content violates the rights of third parties;
iv. respond to your requests for customer service, or
v. protect the rights, property, or personal safety of Wisewell, its Users and all enforcement or other government officials, as Wisewell in its sole discretion believes to be necessary or appropriate.
13.3.In the event the Customer has violated these terms, Wisewell can temporarily suspend the Users’ Account or indefinitely terminate the Account at our sole discretion.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
We will do our best to have the Platform up and running for the whole year, with the exceptions (i) scheduled system maintenance (notice of same to be provided by us as soon as practical), (ii) emergency maintenance which might occur from time to time.
16.1.If we fail to insist upon strict performance of any of the Customers obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this will not constitute a waiver of such rights or remedies and will not relieve Customers from compliance with such obligations.
16.2. Waiver by us of any particular default(s) will not constitute a waiver of any subsequent default(s).
17. INTELLECTUAL PROPERTY
17.1.You are not allowed to use any content from the Platform for any commercial purpose without the prior express written consent of and/or license granted for this purpose by us
17.2.You are not entitled to change, modify and/or edit the digital or hard copies of any particular content of the Platform and/or add, modify and/or use certain photographs, texts, images and/or video and/or audio content to the original content of the Platform.
17.3.We expressly reserve all rights regarding the www.wisewell.com domain name and all related domains and sub-domains, the name “Wisewell” the logo, service marks, trading names and/or trademarks. Other trademarks, products and company names mentioned on the Platform may be trademarks of their respective owners or licensors and the rights in such marks are reserved to their respective owners or licensors.
18. THIRD-PARTY RIGHTS
This contract is between the Customers and Wisewell. No other third-party shall have any right to enforce any of its Terms, unless expressly stated in these Terms, or authorized in writing by Wisewell.
19.1.The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
19.2.These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
19.3.If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
20. FORCE MAJEURE
20.1.We will not be responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control including (without limitation) Acts of God, internet failure, malfunction of data/database/software, overbooking, or otherwise, fire, flood, severe weather, explosion, war, act of terrorism, industrial dispute (whether or not involving Wisewell ’s employees), lockdowns, epidemics, pandemics, cancellations due to outbreaks of viruses, or acts of local or central government or other competent authorities.
20.2.Wisewell reserves the right to postpone, cancel or provide a refund as it deems fit in the event of a force majeure. Any refunds are subject to the sole discretion of Wisewell.
21. DISCLAIMER OF WARRANTIES
YOU AGREE THAT YOUR USE OF THE PLATFORM SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AND WISEWELL AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THE PLATFORM, THE SERVICES OFFERED ON OR THROUGH THIS PLATFORM, ANY DATA, MATERIALS, GENERATED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION THE MATERIALS, DATA AND GENERATED CONTENT OF OTHER USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS PLATFORM, THE SERVICES OFFERED ON OR THROUGH THE PLATFORM, DATA, MATERIALS, GENERATED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHEREIS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WISEWELL DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE PLATFORM OR GENERATED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE PROFESSIONAL, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE PLATFORM OR GENERATED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WISEWELL DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PLATFORM OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. WISEWELL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THIRD PARTY SERVICE PROFESSIONALS OF PLATFORM OR SERVICES. AS WITH THE USE OF ANY PRODUCT OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
22. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL WISEWELL, OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE PLATFORM OR ANY SERVICES OFFERED BY ANY SERVICE PROFESSIONALS VIA THE PLATFORM, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE PLATFORM, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE PLATFORM IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE PLATFORM OR GENERATED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE PLATFORM OR GENERATED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS OF THE PLATFORM; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE PROFESSIONAL; OR (IX) ANY USE OF ANY DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE PLATFORM OR GENERATED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WISEWELL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF WISEWELL, OR ANY OF THE ABOVE-REFERENCED RESPECTIVE PARTIES, ARISING FROM OR RELATING TO THE PLATFORM, AND/OR GENERATED CONTENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO WISEWELL BY YOU HEREUNDER.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT WISEWELL SHALL NOT BE LIABLE FOR GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE PROFESSIONAL AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WISEWELL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN CUSTOMERS ENTERED INTO INDEPENDENTLY OF THE PLATFORM.
23. INDEMNIFICATION AND RELEASE
IF YOU HAVE A DISPUTE WITH ONE OR MORE PLATFORM USERS, YOU FOREVER RELEASE WISEWELL (AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM AND/OR ANY GENERATED CONTENT.
24. GOVERNING LAW AND JURISDICTION
24.1. These Terms shall be governed by, and construed in accordance with, the laws of the Dubai International Financial Centre (hereinafter “DIFC”).
24.2. The Parties irrevocably agree that the DIFC Courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
25. CONTACT INFORMATION
If you have any further questions, contact us via email email@example.com