TERMS OF USE

Effective Date: 10/18/2023

Welcome to Distillable, a unique platform that allows you to connect with expert instructors from different domains of expertise to grow professionally, develop new skills, and achieve your professional objectives (the “Services”). These Terms of Use (“Terms”) affect your legal rights, so please read them carefully. By accessing or using the websites or mobile applications (collectively, the “Sites”) provided by Wisdom, Inc. (“Wisdom”, “we,” “us” or “our”) that link to these Terms, you acknowledge that you have read, understood, and agreed to be bound by these Terms and all of the terms incorporated herein by reference. The Sites and our services are collectively referred to as the “Services”. 

These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect to any products, services or otherwise. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.

Wisdom reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Sites or order, receive or use Services, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Sites or order, receive or use the Services. 

Your agreement to these Terms also constitutes your agreement to the Privacy Policy, which is incorporated herein.

1. Description of Services 

Our Services are focused on your need for professional growth and access to vital business knowledge, and are described in detail on our Sites. Our Services connect you with top business experts directly through on-demand courses.

2. License Terms 

At this time, our mobile app is designed for devices using the iOS and Android mobile operating platforms. The iOS application may be downloaded from the App Store, which is operated and owned by Apple Inc.; the Android application may be downloaded from Google Play, which is owned and operated by Google Inc. once the app is made publicly available. Please note that it is your responsibility to ensure your mobile device meets all of the necessary technical specifications to enable you to access and use our application.

You acknowledge and agree that your license does not grant you any ownership interest in the Services or any exclusive rights to their use, and that these Terms do not grant you any claims to patents, trade secrets, trademarks or other rights pertaining to the Services. You further agree and acknowledge that the Services and all materials accompanying them are proprietary, confidential, and trade secrets of Wisdom, and that you will undertake all necessary steps and efforts to prevent unlawful or illegal distribution of such proprietary, confidential and trade secret information. 

You are prohibited from copying, reproducing, changing, reverse-engineering, de-compiling, disassembling, translating, making derivative works, enhancements, extensions or add-ons, or modify, adapt or otherwise alter any portion of the Services. You are not permitted to resell or otherwise use the Services for commercial purposes. Any attempt to do so is a violation of the rights of Wisdom and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.

3. Eligibility

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The Services are not targeted toward, or intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one Wisdom account, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.  

We reserve the right to revoke your ability to access the Services for any reason at any time including as a result of a violation of these Terms or the Privacy Policy, without notice. 

As part of our order processing procedures, we may screen received orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity. If we suspect fraudulent, unauthorized or illegal activity, we may reject your order or we may contact you at the phone number or email address you provided to confirm your order. We also reserve the right to cancel any of your accounts and cancel previously sold Services due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.

4. Registration, Passwords, and Communication Preferences

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You may browse our Sites and view a very limited amount of our content without registering, but as a condition to accessing all our content and Services, you will be required to register and provide specific information. 

All information about you must be truthful, accurate and complete, and you may not use any aliases or other means to mask your true identity, a name or trademark that is subject to any rights of another person or entity without receiving appropriate authorization, or a name that is offensive, vulgar, or obscene. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your account. You agree to maintain and promptly update from time to time as necessary your account information. 

Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords. 

We may suspend or terminate your access at any time with or without notice. To understand how we use information collected from you, please read our Privacy Policy.

By registering with Wisdom, you also consent to receive electronic communications from Wisdom  (e.g., via email or text). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

5. Fees; Payment 

a. Fees

Before any course commences, you agree to complete all pre-work and pre-assessment documents provided by us, and return such documents at least twenty-four (24) hours prior to the scheduled course appointment. For courses conducted via remote video streaming, you must log-on within fifteen (15) minutes of the start time or the course will be forfeited, and you will be charged for the missed session. 

The fees for courses are specified on our Sites. Full payment for each course session is due in advance. If you cancel a course more than five (5) business days after the date of purchase of your course, you will receive a full refund of the applicable fees. If you cancel a course less than five (5) business days before the course commencement date, no refund will be provided. 

Fees do not include applicable taxes (including sales, use, value-added, or excise taxes). 

Payment will be made to Service Provider via one of the payment methods specified on our Sites.  

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‍b. Payment and Billing Information

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Order may be suspended or canceled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your Wisdom account, you can do so at any time by logging into your account and editing your payment information.

If any fee is not paid in a timely manner, or we are unable to process your transaction using the payment information provided, we reserve the right to suspend or revoke access to your account. We may add new fees and charges from time to time. If you want to use a different payment card or if there is a change in payment card validity or expiration date, you may edit your information by accessing your account page. It is your responsibility to keep your contact information and payment information current and updated. 

Charges are processed immediately during checkout in accordance with the details displayed to you during the checkout process. 

We utilize a designated third-party payment platform to process payment card transactions for your subscriptions and purchase. We are not liable for any loss or damage from errant or invalid transactions processed through the third-party payment platform. 

We reserve the right to refuse or cancel any Orders placed for Services listed at an incorrect price, or containing any other incorrect information or typographical errors, whether or not the Order has been confirmed and whether or not your credit card has been charged. If your credit card has already been charged for the purchase and your Order is canceled, we will promptly issue a credit to your credit card account in the amount of the charge.

c. Services Availability 

All of our Services are subject to availability. While we will use commercially reasonable efforts to maximize Services availability, there could be situations beyond our control when the Services are canceled by an Instructor even after you have purchased such experience. In such event, we will refund the full price of the cancelled Services to you, but will not be liable for any losses or inconvenience due to that cancellation. We reserve the right to discontinue offering certain Services without prior notice. 

The specific Services provided are the responsibility of the Instructor to whom you are assigned (“Instructor”). While we strive to ensure high quality Services, any non-delivery of Services  (e.g., Instructor does not participate as promised, or offer the promised guidance) should be reported to us promptly at the email designated at the end of these Terms. In no event will we be liable for any loss, damage, or harm arising from an Instructor’s  non-delivery of  Services.  

d. Taxes

We will collect applicable sales tax on Services to the states or countries for which we determine we have a duty to collect sales tax.  

e. No Resale

You are not permitted to resell or otherwise use the Services for commercial purposes.

6. Services Information

Excluding any content which may be submitted by end users from time to time, we strive to ensure that the information on the Sites is complete and reliable. Certain information may contain pricing errors, typographical errors and other errors or inaccuracies which we may correct without liability. We also reserve the right to revise, suspend, or terminate an event or promotion at any time without notice (including after an Order has been submitted and/or acknowledged). We do not guarantee that all Services described on our Sites will be available.

7. Content

We allow you to upload content on the Services, including comments, messages, and testimonies (“Content”). Please read this section carefully before posting, uploading, or otherwise making available any Content on the Services. 

You will also have the ability to share Content that has been shared with you from other users of the Service. It must be emphasized that we cannot prevent other users from taking screen shots or captures or from downloading your Content and subsequently making your Content publicly available. We and other users may retain and continue to use, host, display, store, cache, reproduce, publish, transmit, modify, re-format, re-arrange, distribute, and create derivative works of any of your Content that you have posted to the Services. If the potential for public dissemination of your Content concerns you, please do not share that Content. 

We do not assert any ownership over your Content, except the rights granted to us in these Terms. You retain full ownership of all of your Content and any Intellectual Property Rights or other proprietary rights associated with your Content. "Intellectual Property Rights" means all, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights (and all associated goodwill), trade secret rights, and all other intellectual property and proprietary rights as may now exist or hereafter come into existence, and all applications for any of these rights and registrations, renewals and extensions of any of these rights, in each case under the laws of any state, country, territory or other jurisdiction. Accordingly, you, and not us, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Services. You warrant and represent that you have the right to use such content without violating any rights of any third-party rights in such content. Under no circumstances will we be liable in any way for any Content, 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 any Content posted, transmitted or otherwise made available via the Services.  

We reserve the right, but have no obligation, to monitor your Content for any purpose, including but not limited to, for accuracy, legality or non-infringement. You warrant and represent to us that you have the right to enable the Services to use your Content without violating any rights you might have in such Content or any third-party rights in such Content. You may remove your Content from the Services at any time; however, you acknowledge that we may retain archived copies of your Content.

Other users of the Services may post copyrighted information which has copyright protection, whether or not it is identified as copyrighted. We reserve the right, but have no obligation, to monitor such Content. We do not control or guarantee the accuracy, integrity or quality of other user Content.  You acknowledge that by using the Service, You may be exposed to user Content that is offensive, indecent or objectionable.  

By making your Content available to our Services, you are granting us a non-exclusive, royalty-free, worldwide license to use, host, display, store, cache, transmit, modify, re-format, re-arrange, and adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Service is available), and create derivative works of your Content. The rights you grant to us are for the limited purpose of operating and providing the Services and producing revenue therefrom, marketing and improving the Services, and allowing us to develop new services.  The reference in this license to "derivative works" is not intended to give us a right to make substantive changes or derivations to your Content, but does enable other users to redistribute your Content by means of their own accounts in a manner that allows users to, for example, add captions, text, commentary, filters, photo-editing, or other content in connection with your Content. 

Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Services. We also do not adopt or endorse, nor are we responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than us. Under no circumstances will we be responsible for any loss or damage resulting from anyone's reliance on information or other Content posted on the Services, or transmitted to users. 

We may remove any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content).  We may also impose limits on certain features and services or restrict your access to parts or all of the Services, or any Content, without notice or liability.  

8. Hyperlinks

We  make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Sites or of websites linking to the Sites. Such sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes or updates to such sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained therein. When you leave the Sites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Sites.

We may display content, advertisements and promotions from third parties (including Instructors) through the Sites (collectively, “Third Party Content”). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties, and that Wisdom  is not responsible or liable in any manner for such interactions or Third Party Content. 

Links to third-party websites are not endorsements or referrals of any products, Services or information contained in such websites.  Information provided and opinions expressed by others do not necessarily represent our opinions. We expressly disclaim any and all liability resulting from reliance on such information or opinions.  Some products, manufacturers and service providers may be mentioned in or on the Sites.  Mention of these products, manufacturers or service providers does not constitute an endorsement by us. We shall have the right, at our sole discretion, to remove links and images attached to such links, if such links are flagged by other users of the Sites as offensive

9. Prohibited Conduct

You agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Sites. You agree that you will abide by these Terms and will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user’s account 
• Use the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users  of the Sites from fully enjoying the Sites or that could damage, disable, overburden or impair the functioning of the Sites in any manner;
• Reverse engineer any aspect of the Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Sites;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Sites that you are not authorized to access;
• Develop any third-party applications that interact with contributed content or the Sites without our prior written consent;
• Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Sites, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
• Use the Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms;
• Express or imply that any statements you make are endorsed by us, without our specific prior written consent;
• Interfere with or disrupt the Sites, or the servers or networks connected to the Sites;
• Download lists of other users of the Sites and use their information for your own business reasons;
• "Frame" or "mirror" any part of the Sites, or use meta tags or code or other devices containing any reference to us or the Sites in order to direct any person to any other websites for any purpose;
• Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user;
• Create or send unsolicited messages or other electronic communications;
• Submit stories or comments linking to affiliate programs, multi-level marketing schemes, or websites/blogs repurposing existing stories (source hops); or
• Intentionally or unintentionally violate any applicable local, state, national or international law.
• Post, communicate or transmit any material that infringes on any intellectual property, publicity or privacy right of another person or entity

10. Disclaimers

YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE SERVICES. THE SERVICES, AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. 

SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (A) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (B) THE FUNCTIONS CONTAINED ON THIS SITE OR THE APP WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

WE ARE NOT A LICENSED ATTORNEY SERVICE OR FINANCIAL SERVICES PROVIDER AND DO NOT PROVIDE LEGAL OR FINANCIAL ADVICE OF ANY KIND. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE IN APPLYING THE SERVICES. YOU EXPRESSLY AGREE THAT SPECIFIC RESULTS CANNOT BE GUARANTEED. WE SHALL HAVE NO LIABILITY FOR THE EFFECTIVENESS OF THE IDEAS OR STRATEGIES PRESENTED, OR ANY DECISIONS MADE BY YOU IN RELIANCE ON ANY INFORMATION PROVIDED BY US.

WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING ANY THIRD-PARTY SITES TO WHICH YOU MAY BE DIRECTED OR HYPERLINKED FROM THIS SERVICES. HYPERLINKS ARE INCLUDED SOLELY FOR YOUR CONVENIENCE, AND  WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE ACCURACY, AVAILABILITY, SUITABILITY OR SAFETY OF  INFORMATION PROVIDED IN SUCH SITES. WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON THE SERVICES.

WE ATTEMPT TO DISPLAY THE SERVICES, AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SERVICES,  AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION AND ARE NOT RESPONSIBLE FOR ANY CLAIMS ARISING OR RESULTING FROM YOUR RELIANCE THEREON. IN THE EVENT OF AN ERROR ON OUR SERVICES, IN AN ORDER CONFIRMATION, IN PROCESSING OR DELIVERING AN ORDER OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A REFUND. 

YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH YOUR INSTRUCTOR. WE DO NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR BACKGROUND SCREENINGS ON ITS INSTRUCTORS. YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS IN, AND ASSUME ALL RESPONSIBILITY FOR, ALL INTERACTIONS WITH OTHER USERS AND YOUR INSTRUCTOR, PARTICULARLY IF YOU DECIDE TO COMMUNICATE OFF THE SERVICE OR MEET IN PERSON. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS, INJURY OR DAMAGES RESULTING FROM ANY INTERACTIONS WITH ANYONE ARISING FROM USE OF THE SERVICES, OR ANY PROMOTIONAL OR MARKETING INFORMATION OR SERVICES PROVIDED BY US.

No oral information or advice provided by us, our resellers, agents or employees shall create a warranty or in any way.

11. Indemnification 

You agree to indemnify, defend, and hold harmless Wisdom, its directors, officers, employees, shareholders, agents, subsidiaries, affiliates, and representatives for, from and against any and all threatened or actual claims, losses, liabilities, damages, costs, or expenses (including attorneys' and experts fees and costs) of any nature whatsoever and whether arising prior to, or after the execution or termination of this Agreement ("Losses"), arising out of, related to, or based on:

• Purchase or use of any Services including its documentation, pricing, labeling, sale, or use
• The breach of any provision of these Terms
• Use of the Services in any way
• Any claim or threatened claim for personal injury, death, or property damage, or loss of any nature whatsoever arising from or related to any Services provided by us.
• Any violation of any applicable laws or regulations including cost, additional expenses, customs duties, or assessments, fines, citations, penalties.
• Any interaction with any Instructor or their staff/agents. 

This indemnity will survive the termination of this Agreement and will not be deemed, waived or terminated, upon acceptance of or payment by us. 

12. Limitation of Liability  

IN NO EVENT SHALL WISDOM BE LIABLE FOR ANY DAMAGES ARISING FROM THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF WISDOM HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 

Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, all of the above disclaimers or exclusions may not apply to all users. 

13. International Use 

Our business is located primarily in the United States. If You provide information to us, the information will be transferred out of the European Union (EU) to the United States. By providing personal information to us, You are consenting to its storage and use as described in the terms and conditions of the Privacy Policy. 

14. Copyright Infringement; Notice and Take Down Procedures  

We promote respect for the Intellectual Property Rights of others in all of Our business endeavors and strictly prohibit users from uploading infringing Content to the Service.  We may, in Our sole discretion, remove Content that appears to infringe on the Intellectual Property Rights of others. It is Our policy to respond to and investigate claims of copyright and other Intellectual Property Rights infringement.  We have a policy of terminating the access of users who are repeat infringers in appropriate circumstances. 

You may notify Us of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (the “DMCA”). We will respond expeditiously to notices of alleged infringement sent pursuant to the DMCA.  

In order to notify Us of a copyright infringement claim pursuant to the DMCA, You must include:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works;
• a description of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Us to locate the material, including a URL address;
• Your address, telephone number, and, email address;
• a statement by You that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement made under penalty of perjury by You that the information in the notification is accurate, and that You are authorized to act on behalf of the owner of the copyright involved. 

The notice described above should be sent to Us via email using the address: 

Please note that in order to facilitate resolution of the dispute, We may provide Your contact information to the user or entity that posted the Content that You are reporting; or in the event that You are the alleged infringer and provide a counter-notice, to the user or entity that filed the original claim.  Please also note that You may be liable for damages (including costs and attorneys' fees) if You knowingly and materially misrepresent that material or an activity is infringing Your copyright.

15. Modifications to the Services
 

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or parts thereof) or the provision of the Services at any time and without liability therefor. 

16. Governing Law and Venue 

These Terms will be governed and construed in accordance with the laws of the State of California as such laws apply to contracts between California residents performed entirely within California without giving effect to principles of conflicts of laws. You hereby agree that any action or proceeding arising out of or related to these Terms shall be brought solely in a court of competent jurisdiction in San Francisco, California. The Parties hereby specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms, or any Party's performance hereunder.

The exercise of any right or remedy provided for in these Terms will be without prejudice to the right of  either Party to exercise any other right or remedy provided in these Terms or at law or in equity. 

17. Termination

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services and to order, receive and use the Services, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

18. Audit Rights

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You agree that we may audit your use of the Services for compliance with these Terms at any time. In the event that such audit reveals any use of the Services by you other than in full compliance with these Terms, we shall have the right to immediately cancel your account, and you shall reimburse us for all reasonable expenses related to such audit in addition to any other liabilities to which you may be subject as a result of such non-compliance.  You acknowledge that we shall have the right to enforce the provisions of these Terms directly against you and our remedies for any breaches may include, without limitation, damages or injunctive or other equitable remedies.

19. E-mail and Text Communications

E-mail communications and text messages sent from us to you are designed to make your experience more efficient and enjoyable. You specifically agree to accept and consent to receiving e-mail communications and text messages initiated from us, which include, without limitation: message notification e-mails, e-mails or text messages informing you about potential available sales and e-mails informing you of promotions we run and emails informing you of new and existing features we provide. Standard text messaging charges applied by your mobile device carrier will apply to text messages we send. If you change your mobile phone service provider, the notification service may be deactivated for your phone number and you may need to re-enroll in the notification service. We reserve the right to cancel the notification service at any time. If you do not wish to receive any of our e-mail communications or text messages, you shall have the opportunity to opt out of receiving communications from us (excluding messages targeted directly at you about matters regarding the state of your account, billing, or your continued use of the Sites). 

20. Surveys and Feedback  

We appreciate any feedback, comments, ideas, proposals, suggestions, recommendations, enhancement requests, data, statistics or other information that you may provide regarding the Services (“Feedback”).  In this regard, we may periodically present you with surveys or solicit your opinion about the Services. You acknowledge that your participation in these types of programs is completely voluntary.  By submitting  Feedback, you acknowledge and agree that: (a) such Feedback  will not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to such Feedback ; (c) we shall be entitled to use or disclose (or choose not to use or disclose) the Feedback you provide for any purpose, in any way, in any media worldwide (without disclosing your identity); (d) we may have similar ideas to your Feedback  already under consideration or in development; (e) all right, title and interest in such Feedback, including all associated Intellectual Property Rights  be owned by us without any obligation to you; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.

21. Promotions 

We may periodically feature promotions (“Promotions”) on our Services and you will have the opportunity to participate in such Promotions. By participating, you acknowledge that third parties may be responsible for such Promotions and for ensuring that such Promotions comply with all applicable laws, rules, and regulations. We recommend that you carefully review the Official Rules, including any applicable privacy policy, these Terms, and any additional information or links provided in the Official Rules regarding such Promotions. You acknowledge and agree that if a Promotion is provided by any third-party, we are not responsible or liable for the failure of any such third-party to comply with the rules, terms, conditions, policies, and applicable laws, rules, or regulations governing any Promotion. 

WE DO NOT SPONSOR, ADMINISTER OR ENDORSE THE CONTENT OF ANY PROMOTION PROVIDED BY A THIRD PARTY AND DISTRIBUTED THROUGH THE SERVICE UNLESS OTHERWISE STATED AND ARE THEREFORE NOT LIABLE OR RESPONSIBLE FOR SUCH PROMOTIONS. 

Promotions may require you to provide personal information in order to participate. In the event that you choose to provide personal information, you acknowledge and agree that we may use any such information you provide consistent with these Terms and our Privacy Policy.

You acknowledge and agree that we are not responsible or liable for use or distribution of information you provide in a Promotion. Please see the rules and privacy policy for each Promotion on how it will use your personal information.

22. Trial Services Alpha and Beta Release Versions 

From time to time, we may offer certain services or products to you on a limited basis without fee or charge, including for example, free accounts, trial use, and access to pre-release and beta services or products (collectively, “Trial Services”).  Your use of Trial Services are subject to any additional terms that we may specify.  We may terminate your access or use of Trial Services at any time in our sole discretion, without liability. We reserve the right at any time not to release a commercial version corresponding to the pre-release and beta services, or if we do release such a commercial version, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of such commercial release. You acknowledge and understand that Trial Services may contain errors impacting its proper operation and are provided to You AS IS. 

23. Severability

If any provision of these Terms are held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 

24. Waiver; Remedies

In no event will our acceptance of any action by you be deemed a waiver by us of any rights with respect to these Terms The waiver by any Party of a breach of any provision of these Terms will not operate or be interpreted as a waiver of any other or subsequent breach.

25. Survival

Those provisions in these Terms that by their nature are intended to survive termination or expiration of this Agreement shall so survive, 

25. Miscellaneous

These Terms constitute the entire agreement between you and Wisdom relating to your access to and use of the Services  and your order, receipt and use of Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Wisdom . Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. No agency, partnership, joint venture, or employment relationship is created between us as a result of these Terms of Use and you do not have any authority of any kind to bind us in any respect whatsoever.  

Questions: Should you have any questions regarding these Terms you may contact us at support@dolphilearning.com.

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