Wizer Training Terms of Service

These terms and conditions (the "Agreement') set out the terms on which Wizer Inc. ("Wizer'', "we", "us" or" our'') provides access to and use of certain employee security awareness related training services (the "Service") available on or through the website https://wizer-training.com (the “Site"), to you, a user of the Service ("you'' or "User''). For the removal of any doubt, the term “Service” when used herein shall include, with no limitation, any platform, feature, functionality, data, videos, interactive phishing games, single sign-on, add-ons, games, quizzes, CTF’s, content (including offline content) or any part of Our Property (as defined below) made available to you by Wizer under your subscription plan, through the Site or in any other way.

If you are accepting this Agreement on behalf of an organization or legal entity by whom the Service or any part thereof will be used or on whose network and systems the Service will be deployed, then you represent and warrant that you have the full power and authority to bind such organization and any of its Affiliates to the terms of this Agreement, and in such event the terms “you” or “User” shall include both you the individual user and such organization and its Affiliates. You should read this Agreement carefully, by indicating acceptance of this Agreement, executing a quote that references this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us. You hereby represent that you are of legal age, and are otherwise fully able, authorized, and competent, to enter into this binding Agreement. If you do not have the organization on behalf of whom the Service will be used authority to enter this Agreement or if you do not agree with the terms of this Agreement, you must not accept this Agreement and must not use the Service. If you have fully executed a master subscription agreement with Wizer, then such master subscription agreement will govern your access and use of the Service. Capitalized terms have the definitions set forth herein. You and Wizer may be referred to in this Agreement as a “Party” or jointly as the “Parties”. For the purpose of this Agreement the term “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with you.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND WIZER AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

Nature of the Service. During the Subscription Term (as defined below) Wizer will provide you with access to the Service through a proprietary end-to-end software-as-aservice platform, accessible from desktop or mobile devices, through which you can train your employees in security awareness and/or secure coding (the "Specified Purpose") in accordance with the terms of your subscription plan. The Service is offered, and your use of the information available through the Service is permitted, for informational, instructional, and non-commercial purposes only, and use for any other purpose other than the Specified Purpose is expressly prohibited. Without derogating from the generality of the above, it explicitly stated that you may not access or use the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Registration. To use certain parts of the Service, you may be required to provide us with certain information, including your first name, last name, title, name of organization, and email address, and to create a password and register with us. We may also request additional information from you if necessary for your registration and use of the Service. To the extent you are using the Service on behalf of an organization, you may need to also provide us with information in order to confirm, or permit us to confirm, the relationship between you and such organization or between the organization and its individual users. You may only assign user accounts to individual users who have a valid business domain email address that you either own or are authorized to use, and in accordance with the Specified Purpose. We may also request additional reasonable information from you. You represent and warrant that you will provide us with accurate, current, and complete registration information and you agree to notify Wizer during your Subscription Term of any changes made to your registration information, including with no limitation, changes in billing address and expiration dates. You are responsible for your registration, and for all use of the Service using any user credentials or passwords issued or chosen by you. You will keep all such credentials and passwords confidential. In addition, you will notify us immediately upon discovering any unauthorized disclosure of credentials or upon discovering execution of any unauthorized access to the Service. To the extent You provide any personal data to us as part of the process of registration, you represent that (i) you have obtained all necessary consents required under applicable law to provide us such personal data, and to allow us to process and share such data for providing the Service to you; and (ii) You shall ensure that a record of such consents is maintained, all as required under applicable law. We shall retain, process, and use any such personal data provided by You in accordance with our Privacy Policy. We may use your registration information to contact you for marketing purposes related to our Service.
Fees.
1. Direct Free Services. The use of certain parts of the Service is offered by us under a free subscription plan allowing you access to certain parts of the Services free of charge (the “Free Services”). The Free Services have no guaranteed subscription term. It is clarified that Wizer may change, modify, suspend, limit, or terminate the Free Services at any time according to its sole discretion.
2. Direct Paid Services. The use of certain parts of the Service (the “Paid Services”) may be subject to the payment of particular fees, as determined by Wizer in its sole discretion (the “Fees”). The Fees for Paid Services or any part thereof, will be specified by Wizer through its Site or through a designated quote addressed to you and will be applicable for the period specified therein. The Fees for the Paid Services may be increased upon their renewal or if you decide to upgrade your Paid Services subscription. A Subscription Term for a Paid Service or any part thereof not covered by your designated quote will be charged by Wizer according to our applicable pricing specified through our Site on the date of such purchase. Unless stated otherwise in a designated quote addressed to you, any Fee for a Paid Service shall be due and payable in advance and shall be paid by credit card. Fees are based on acquired subscriptions to the Paid Services and not actual usage. Unless explicitly provided otherwise herein, payment obligations are non-cancellable, and all Fees paid are non-refundable. You agree and represent that all information you provide for the purpose of subscribing to the Service is accurate, complete, and current, and you agree to notify Wizer of any changes to the credit card information associated with your Wizer account, including changes in billing address and expiration dates. If Wizer does not receive payment from the issuer of the credit card associated with your Wizer account, you agree to pay all amounts due upon demand directly to Wizer, and Wizer further reserves the right to either suspend or terminate your Wizer account and your subscription to the Service in such circumstances. All amounts due hereunder are exclusive of all sales, use, excise, service, VAT, or other taxes, duties, and charges of any kind (whether foreign, federal, state, local or other) associated with the Service. You shall be solely responsible for all such taxes, duties, and charges (except for taxes imposed on Wizer's income), which may be invoiced or charged by Wizer from time to time.
3. Channel Partner Purchases. If you sign up for or acquire a subscription to the Service via a Channel Partner (as defined below), then without derogating from any other provisions of this Agreement, you acknowledge that: (i) Any agreements you enter with a Channel Partner shall be between you and such Channel Partner and shall not be binding upon Wizer; (ii) all payment-related terms will be determined in the applicable agreement between you and such Channel Partner; (iii) such Channel Partner may have its own SLA associated with the purchase and that we are not responsible, or liable, for ensuring compliance with such Channel Partner SLA; (iv) we may share with such Channel Partner analytical information related to your use of the Service (including with regard to your completion of the annual training courses). “Channel Partner” means any authorized third party (including resellers, distributors, partners, insurance companies or managed service providers) of Wizer from or through which you may subscribe to or acquire access to or right of use in the Service or any part thereof.
Our Ownership Rights. The Service, including all aspects of the Wizer platform and the Site (including Our Property, as defined below), is the sole property of, and wholly owned by, Wizer or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content, files (including SCORM files), Offline Content (as defined below) and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via the Service or otherwise are "Our Property''. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation, or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you hereby consent to us obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.
The marks WIZER and WIZER TRAINING, the Wizer logo, and any associated logos are registered or unregistered trademarks or service marks of Wizer or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed in the Service, will inure solely to the benefit of their respective owners.

Subject to the terms and conditions herein, we grant you the non-exclusive, non sublicensable, non-transferable, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for the Specified Purpose (as defined above) during the Subscription Term, as permitted by this Agreement. Any right not expressly granted to you is reserved by Wizer and its licensors. For clarity and without limiting other obligations herein, Users shall not market, sell, resell, distribute, or otherwise commercialize Our Property. Continuous use of Our Property, including any part of the Offline Content, following termination or expiration of your Subscription Term is strictly prohibited.
Use of the Service. Subject to the terms and conditions herein, you are permitted to use the Service during the Subscription Term solely for the Specified Purpose. Certain features, pages, or content accessible via the Service (such as access to the Offline Content, as defined below) may contain supplemental terms of use, to which you must agree in order to use such relevant features, pages, or content. The Service is provided on a price per-user basis; accordingly, use of the Service is permitted only by the authorized number of individual users for whom you paid the applicable subscription fees. You are not permitted to: (i) perform re-assignment of user accounts to different individuals or cycle user accounts amongst your personnel; or (ii) assign purchased user accounts to individuals that are not your employees. You are solely responsible for the management of access to the Service of your users. We reserve the right (but are under no obligation) to investigate any claim that use of the Service does not conform to the terms and conditions of this Agreement, and to terminate your account for breach of this Agreement. You hereby agree to cooperate and assist as much as reasonably required in carrying out an investigation of such kind. You may add additional user accounts during the Subscription Term and such additional user accounts will be co-pending with the then-current Subscription Term and will terminate on the same date. User accounts added, mid-Subscription Term, will be priced at the same volume, level, and term discount purchased under the applicable co-pending quote. The price per user account for such additional mid-Subscription Term purchases shall be adjusted based on a co-term factor, which considers the remaining duration of the Subscription Term at the time of purchase.
In the event your subscription allows you to download any part of Our Property from the Service or if it is otherwise made accessible to you offline (“Offline Content”) for use via your own learning management system or in any other manner, then you will ensure strict compliance with the provisions of this Agreement while maintaining and using the Offline Content in your systems. You may use the Offline Content solely for the Specified Purpose and in accordance with the terms and conditions specified herein. Continuous use of the Offline Content, following termination or expiration of your Subscription Term is strictly prohibited. Upon termination or expiration of this Agreement for any reason, you must return or destroy (as instructed by us) all copies of the Offline Content under your possession at such time (or under the possession of anyone acting on your behalf), in accordance with the terms of this Agreement. Upon request by Wizer, you must provide Wizer a certification of destruction of all Offline Content in the form requested by Wizer signed by your authorized representative. As Wizer determines under its sole discretion, you may be required to accept additional terms of use pertaining to Offline Content use.
Restrictions.
1. Except as expressly prohibited herein or under applicable law, you are permitted to access and use the Service, subject to your agreement that the Service is offered, and your use of the Service is permitted, for informational, instructional, and non-commercial purposes only, and use for any other purpose is expressly prohibited by law and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
2. Unless expressly permitted by Wizer You shall not (and shall not allow any third party to): (i) use the Service for the benefit of any third party, or in order to develop or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not expressly permitted herein; (ii) permit any non-User to access or use the Service; (iii) sell, rent, lease, service bureau, post, link, disclose or provide access to the Service, directly or indirectly, to any third party; (iv) alter, modify, debug, reverse engineer, decompile, disassemble, retransmit or otherwise attempt to derive or gain access to any software (including source code) associated with the Service or copy any design elements, look & feel, layout, logo, graphic, video, image or sound of the Service (those elements of the Service are protected by law, such as trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part); (v) use the Service in a way that infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party; (vi) introduce any software viruses, malware, spyware or any other code, file or program into the Service that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (vii) use the Service in any way that would violate any law or the rights of any person; (viii) impersonate any person or entity, or forge or manipulate headers to disguise your identity; (ix) except as otherwise expressly permitted herein, harvest or otherwise collect information about others from the Service; (x) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures Wizer may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (xi) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (xii) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (xiii) otherwise interfere in any manner with the use or operation of the Service. All acts and omissions of your individual users shall be deemed yours and you shall be responsible, therefore.
3. If you purchase on behalf of or allocate user accounts to an Affiliate, you will ensure that such Affiliate complies with the terms of this Agreement. The use of the Service by an Affiliate or its individual users represents acceptance of the terms outlined in this Agreement by such Affiliate. You will share joint and several liability with the Affiliate for any breaches of this Agreement committed by the Affiliate or its users. No Affiliate may directly enforce any provision of this Agreement. All actions to enforce this Agreement must be brought by you.
User Content.
1. User Content. As a subscriber for certain plans of the Service, you may be entitled to upload, host in or communicate, display or transmit through the Service content, assets, and other materials, such as policies, guides, tutorials, documents, video and audio files, photos, comments, etc. for the use of your employees through the Service (the “User Content”). Subject to compliance by you and anyone using the Service on your behalf with the provisions of this Agreement, we will provide you and your employees with access to your User Content through the Service. As between you and us, you shall always remain the sole owner of all User Content. You hereby grant us, our third-party providers, and each of their respective licensees, successors, and assigns a royalty free right to use, distribute, modify, reproduce, display, and otherwise disclose the User Content solely for the purpose of providing the Service to you and your users. You are solely responsible for all User Content uploaded, entered, or otherwise transmitted by you through the Service. We do not pre-screen or monitor User Content and accept no obligation to do so, we will have no liability to you or any other person or entity with respect thereto.
2. Representations and Warranties Regarding User Content. You hereby represent and warrant that: (i) you are the owner of all rights in or have sufficient rights to use the User Content; (ii) that the User Content is backed up in your servers and systems; (iii) the User Content does not and will not include any sensitive data and you will not upload any sensitive date as your User Content; (iv) you have the right to transfer, upload or otherwise disclose the User Content to us and to our third-party providers and each of their respective licensees, successors, and assigns and by doing so you are not breaching any contractual obligation, law or regulation; and (v) all User Content complies and will continue to comply with the provisions of this Agreement and all applicable laws. You further represent and warrant that the User Content does and will not: (a) infringe any trademark, patent, trade secret, copyright, intellectual property rights or other rights of any person or entity; (b) violate the legal rights of others or include materials that may give rise to civil or criminal liability under applicable laws or regulations; (c) contain any material which is obscene, indecent, defamatory, inflammatory, offensive, violent, abusive, hateful, or otherwise objectionable; (d) promote pornographic or sexually explicit, or violent materials, or discrimination based on sex, religion, race, disability, nationality, sexual orientation, or age; (e) solicit, assist or otherwise promote illegal activity, or unlawful act; (f) intentionally create unreasonable disturbances to any other person or organization; or (g) contain any trojan horse, back door, time bomb, drop dead device, worm, virus, or any other code, software or hardware devices that may impair, disable, erase, or otherwise harm any content, code, software, or system or may otherwise harm our or any of our users lawful rights under this Agreement or applicable law. In addition to any indemnification obligation, you may have according to this Agreement, you shall indemnify, defend, and hold us harmless against all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred by us as result of any third-party claim arising from our hosting of or enabling access to your User Content according to this Agreement.
3. We reserve the right to: (i) take any action that we deem as necessary or appropriate, in our sole discretion, with regard to the User Content or any part thereof including in the case that we reasonably believe that such User Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the safety of any person or organization, or creates potential liability to us; (ii) take appropriate legal action including, without limitation, referral to law enforcement related to any unauthorized or illegal User Content provided by you; or (iii) suspend or terminate your access to the Service for breach or violation of this Agreement Section ‎7.
Feedback. If you provide us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively "Feedback”), the Feedback will be the sole property of Wizer. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
Services Analytics. We may reproduce and use data in a de-identified, aggregated, and generic manner (“De-Identified Data”) for the purpose of: (i) maintenance, support, and development of our Service; (ii) tracking subscriber’s Service usage statistics and metrics; (iii) reporting and analyzing threat intelligence; or (iv) other similar purposes. We may also publish or share De-Identified Data to conduct or facilitate academic research or to release marketing or statistical data. If we disclose or publish any De-Identified Data, it will only be in a generic or aggregated form that will not identify the Users or any individuals, personal data, or Confidential Information (as defined below). We shall implement industry-standard technical safeguards to prevent reidentification of data and to prevent inadvertent release of Users personal information or Confidential information.
Warranty Disclaimers and Limitations of Liability.
1. General Disclaimer. THE SERVICE IS PROVIDED "AS IS", WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO THIRD PARTY CONTENT, OBTAINED FROM THE SERVICE OR OUR PROPERTY. THE CONTENT PUBLISHED ON THE SERVICE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. WIZER AND/OR ITS RESPECTIVE LICENSORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AND THE CONTENT THEREIN AT ANY TIME WITHOUT NOTICE. WIZER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OF USERS' USE OF THE SERVICE. WE MAY PAUSE OR INTERRUPT THE SERVICE AT ANY TIME, AND YOU SHOULD EXPECT PERIODIC DOWNTIME FOR UPDATES TO THE SERVICE. YOU ACKNOWLEDGE THAT THE INFORMATION CONTAINED IN THE SERVICE IS FOR GENERAL INFORMATION PURPOSES ONLY AND THAT WE ARE NOT A LAW FIRM, NOR DO WE PROVIDE ANY PROFESSIONAL OR ADVISORY SERVICES. THE INFORMATION PRESENTED IN THE SERVICE IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY OTHER WARRANTY. WIZER HEREBY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE SERVICE OR THIRD PARTIES.
2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF (i) ONE HUNDRED DOLLARS ($100); OR (ii) THE TOTAL FEES PAID BY YOU TO WIZER UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Cloud Services and Third-Party Services. Without limitation of the disclaimers and limitations of liability set forth in Section ‎10 above, you acknowledge and agree as follows: (i) we provide the Service using cloud computing services of one or more third party cloud providers (collectively, the "Cloud Providers"); and (ii) we shall not be responsible or liable to you for any act, omission, or failure of any Cloud Provider. The Service may depend upon, interact with, or enable access to third parties' information, content, services, or websites (each, a "Third-Party Service"), which may in each case be accompanied by separate terms of use. Use of each Third-Party Service may require that you accept additional terms of use. You must comply with the applicable terms of use when using the Third-Party Service and the Service. Wizer does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third-Party Services.
Indemnity. You will indemnify us, and our licensors, providers, and agents, against all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses, and attorney’s fees ("Liabilities") arising out of or related to your breach of this Agreement or your use of the Service (but excluding any Liabilities to the extent caused by our negligence or willful misconduct). We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.
Our Privacy Policy. We operate the Service under the Privacy Policy published at https://wizer-training.com/privacy (the "Privacy Policy”), which is hereby incorporated into this Agreement. Each Party shall comply with the Privacy Policy.
Support. Wizer offers standard support services only to its Paid Services subscribers for no additional charge (the “Support Services”). The Support Services are made available in accordance with the terms and conditions set forth on https://wizer-training.com/sla. Wizer will have no obligation to support: (i) services, hardware, or software provided by anyone other than Wizer; (ii) issues caused by your negligence, abuse, or mis-application; or (iii) unauthorized use of the Service. The Support Services are not offered to subscribers of the Free Services or to customers who purchased a subscription to the Service through Channel Partners.
Digital Millennium Copyright Act. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material hosted by the Service, you may contact our Designated Agent at the following address:

Wizer Inc.

735 Sawmill Brook Pkwy, Newton, MA 02459

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of the material that you claim is infringing and where it is located on the Service; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter Notices. If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Wizer may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
Term.
This Agreement is effective as soon as you click the "agree" button (the "Effective Date"). Your "Initial Subscription Term" will be for the period specified in your subscription plan or quote and commences on the Effective Date. At the end of Your Initial Subscription Term, your subscription shall automatically renew for successive periods of the same duration as the Initial Subscription Term (each a "Renewal Subscription Term"), at our then current subscription fees. You may elect not to renew your subscription by notifying us at least 30 days prior to the start of a Renewal Subscription Term. To notify us of non-renewal, you will need to contact us through cancel_subscription@wizer-training.com. The "Initial Subscription Term" together with any "Renewal Subscription Term" are referred to herein as the "Subscription Term".
Suspension and Termination.
1. Suspension. We reserve the right to suspend your account and/or access to the Service at any time in the event that: (i) you will breach any of the provisions of this Agreement (including failure to make any payment due hereunder by its due date); (ii) we believe in good faith that your use or access will pose a security risk to the Service or to other users of the Service; (iii) it is necessary in order to prevent damage to our Service and systems or to any third party systems; (iv) your use or access violates any law, regulation, court order, or other governmental instructions; or (v) We suspect that your account may be subject to fraud or abuse. We will make commercially reasonable efforts to limit any suspension under (i) or (ii) above only to: (a) the affected part of the Service; and (b) resolve the issues causing the suspension in a timely manner. Nothing in this Section ‎18.1 shall limit our right to terminate this Agreement in accordance with its provisions.
2. Termination.
  1. Free Subscriptions. If you are a subscriber of or use any non-paid version of the Service, you may terminate this Agreement at any time by requesting via email that we close your account (via support@wizer-training.com) and ceasing to use the Service. We reserve the right to terminate this Agreement for any non-paying user of the Service or to cease to offer any free version of the Service at any time upon written notice to our non-paying users (including by posting on the Service or on the Site), for any reason or no reason.
  2. Paid Subscriptions. If you are a subscriber of any of our Paid Services, your Subscription Term shall commence on the Effective Date and, unless earlier terminated as described in this Section ‎18.2.2, shall continue in accordance with the provisions of Section ‎17 above. We may terminate this Agreement for convenience and without cause at any time by providing you with a thirty (30) days' prior written notice. Either Party may terminate this Agreement: (i) if the other Party materially breaches this Agreement, the nonbreaching Party provides written notice of such breach and the breaching Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or (ii) if the other Party: (a) becomes insolvent or is unable to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not dismissed or vacated within forty-five (45) days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Our exercise of the right to terminate this Agreement will be in addition to any other rights or remedies provided under this Agreement or under any applicable law, that are not otherwise excluded or limited under this Agreement.
  3. If your account is terminated for any reason or no reason, you agree: (i) to immediately stop using the Service or any part of it; (ii) that the license and rights provided by us to you under this Agreement shall terminate; (iii) to irrevocably delete, any part of Our Property obtained by you through the use of the Service; and (iv) that we shall not be liable to you, nor to other any third party, for compensation, refund, reimbursement, or damages in connection with your use of the Service or for termination of access to your account. Notwithstanding the above, if we shall terminate this Agreement for convenience only (and not for any other reason), you will be entitled to receive a refund of the annual subscription paid by you and not yet used by you until the date of such termination.
  4. Sections ‎3 through ‎6, ‎8 through ‎10, ‎12, ‎15, ‎16, ‎18, ‎20 through ‎25, and Section ‎28, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
Modification of Service and Agreement. We reserve the right to modify the Service at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we will notify you by posting on our Site, through the Service platform or in any other reasonable way according to our sole discretion. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service. Except as set forth above, this Agreement may be amended or modified only by Wizer. Without derogating from the abovesaid, If the Service is modified by Wizer in a manner that has a material adverse effect on your capability of using the Service for the Specified Purpose and Wizer has not remediated the issue causing such material adverse effect within 30 days after receipt of a written notice sent by you regarding such matter, you will be entitled to terminate this Agreement and to receive a refund for the pro rata period of the annual subscription paid by you and not yet used by you until the date of termination. It is hereby clarified that other than the pro rata refund specified above you shall not be entitled to any other compensation of any sort for such termination. We will not be responsible for any breach of the warranty contained in this Section ‎19 resulting from your misuse of the Service or use of the Services not as described in this Agreement.
Confidentiality.
1. Each party may have access to information that is confidential to the other party. “Confidential Information” means all confidential and proprietary information of a party (“Discloser”) disclosed to the other party (“Recipient”), whether orally, electronically, or in writing, that is clearly identified as confidential at the time of disclosure as well as any information that, based on the circumstances under which it was disclosed and/or the content of the information, a reasonable person would believe to be confidential, including non-public technical, technological, commercial, and business data, product designs, trade secrets, business processes and third-party information. ‘Confidential Information’ shall not include any information that (i) is or becomes public through no fault of or breach of this Agreement by the Recipient; (ii) is rightfully in the Recipient’s possession at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or (iv) is rightfully obtained by the Recipient from a third party without restriction on use or disclosure.
2. The Recipient shall protect the Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same or a similar manner as the Recipient protects its own confidential or proprietary information of a similar nature, and in any event with no less than reasonable care. Notwithstanding the foregoing, the Discloser acknowledges and agrees that the Recipient may disclose the Discloser’s Confidential Information to its employees, consultants, and agents who have a need to know such information and are bound by obligations of confidentiality no less protective than this Agreement. The Recipient shall only use the Discloser’s Confidential Information to perform its obligations and enforce its rights according to this Agreement.
3. If Recipient receives a request to disclose any Confidential Information of Discloser pursuant to a subpoena, order, civil or criminal investigative demand, agency administrative demand, law, rule, regulation, or a judicial or similar process issued by a court of competent jurisdiction, the Recipient’s regulators or any other administrative body (each such request, a “Disclosure Request”), the Recipient is permitted to disclose such Confidential Information only if legally compelled and only to the extent necessary to comply with the Disclosure Request. If legally permitted, the Recipient shall provide Discloser with prompt notice of such Disclosure Request prior to disclosure.
4. If Recipient discloses (or threatens to disclose) any Confidential Information of Discloser in breach of this Section ‎20, Discloser shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies may be inadequate.
5. This Section ‎20 constitutes the entire understanding of the parties with respect to Confidential Information and supersedes all prior or contemporaneous agreements or representations, whether oral or written, with respect to Confidential Information. The above obligations under this Section ‎20 extend throughout the Subscription Term and for a period of five (5) years following the termination of this Agreement or the Recipient's Subscription Term, whichever is later.
Applicable Law. You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the Commonwealth of Massachusetts, U.S.A., without regard to it’s or any other jurisdiction's conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention for the International Sale of Goods is hereby disclaimed.
Arbitration. We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Wizer's option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims"). In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking. You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims from other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US. If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid, and the arbitration clause shall be void.
Jurisdiction. With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within the Commonwealth of Massachusetts, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within the Commonwealth of Massachusetts, U.S.A.
Force Majeure. In no event we will be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control (including acts of war, terrorism, plagues, acts of God, natural disasters, fires, explosions, earthquakes, hurricanes, flooding, storms, infestations, embargos, riots, sabotage, governmental acts, failure of the Internet, power failures, energy interruptions or shortages, other utility interruptions, or telecommunications interruptions). Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Service.
Compliance with Laws. You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations, and executive orders.
Geography. We are based in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal for certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Children. The Service is not directed to users under the age of 18. The Service does not knowingly collect personal information from children under the age of 18. If you are under the age of 18, you are not permitted to register as a user of the Service or to send personal information to Wizer.
Miscellaneous Provisions. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements, or representations, whether written or oral, regarding such subject matter. In the event of any conflict between the body of this Agreement and any quote, or additional agreements entered by the Parties, the body of this Agreement will control, unless otherwise expressly stated in a signed writing by authorized representatives of the Parties. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the Parties to the greatest extent permitted by law. Your registration to the Service, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. All provisions of this Agreement relating to confidentiality, non-disclosure, intellectual property, disclaimers, limitation of liability, indemnification, payment, and any other provisions which must survive to give effect to their meaning will survive the termination of this Agreement. This Agreement will be binding upon and inure to the benefit of the Parties' successors and permitted assigns. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a "signing" for all purposes. You further agree that this Agreement will constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such “printouts,” if introduced as evidence in any arbitral, judicial, mediational, or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. As used herein and unless the intent is expressly otherwise in a specific instance, the terms "include," "includes" or "including" shall not be limiting and "or" shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be no third-party beneficiaries to this Agreement. Wizer specifically objects to any additional terms being added through a purchase order or a similar document provided by you. If a purchase order is required by you, the parties agree that any additional terms contained therein will not become part of the agreement between the parties and, specifically, that the terms of this agreement will supersede and replace any and all terms in any purchase order.

Last Updated: 31 July 2024