Member Terms and Conditions
Terms of Service Applicable to All Users
Updated: January 15, 2025
Welcome to The Wisory (“Service” or “Site”), owned and operated by The Wisory Inc. (“The Wisory”, “we”, “us” or “our”). Whether you are using the Service as a member (“Member”), helping to provide the Service by providing consultative advice to our Members as an advisor (“Advisor”), or just using the Site in any way, you are agreeing to comply with and be bound by the terms of this Agreement, our Privacy Policy, and all rules, policies, and disclaimers posted on the Site or about which you are notified (collectively, the “Terms”).
“Members” and “Advisors” and visitors of our Site are, to the extent they utilize the Service or our Site, also referred to herein as “Users.”
A. You Agree to Be Bound By The Terms
1. Acceptance of Terms
Please review all of the Terms carefully before registering as a Member or Advisor, or before using the Service or Site. By registering or otherwise using the Service or the Site, you: (i) agree to be bound by these Terms, (ii) represent that you are at least eighteen (18) years old and able to form legally binding contracts, and (iii) agree and acknowledge that by using the Service you are accepting a benefit that cannot be disgorged.
2. Special Notice of Arbitration Commitment, Consent to Contact
PLEASE NOTE THAT THESE TERMS INCLUDE PROVISIONS (SEE SECTION 21) THAT IF YOU AND THE WISORY ARE UNABLE TO RESOLVE ANY DISPUTES THAT ARISE EITHER INFORMALLY OR THROUGH MEDIATION, THE DISPUTE MUST BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY. YOU AND THE WISORY ALSO AGREE THAT ANY CLAIMS OR DISPUTES CANNOT BE BROUGHT AS A CLASS ACTION. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION BELOW.
THESE TERMS ALSO INCLUDE PROVISIONS (SEE SECTION 4) WHEREBY YOU GIVE US YOUR CONSENT TO CONTACT YOU USING THE TELEPHONE NUMBERS YOU PROVIDE TO US, INCLUDING VIA AUTOMATED DIALING OR TEXTING SYSTEMS.
3. Rights to Modify Terms
The Wisory may modify any of the Terms at any time by posting them on the Site. Changes shall automatically be effective upon posting, and will apply to all use thereafter. The Wisory may send you notices of updates to the Terms; you agree to make any and all necessary arrangements so that you (and not your spam filter) receive all e-mails from The Wisory e-mail addresses. Your continued use of the Service will signify your acceptance of the changes. If you do not accept the changes, your sole and exclusive remedy is to cancel your account and discontinue using the Site. The latest Terms will be posted on the Site, and you should always review them prior to using the Site.
4. Communications; Telephone Consumer Protection Act Disclosures
When you visit The Wisory, use the Service, or communicate with us, you may be sending or receiving e-mails, SMS, text messages, instant messages, direct messaging, calls, video calls, and push notifications. Communications from The Wisory, including its agents, representatives, affiliates, or business partners, may include but are not limited to: operational communications concerning your account or use of The Wisory Site or app, updates concerning new and existing features of the site or app, marketing information and promotions, and any news concerning The Wisory. Additionally, Members and Advisors may be using the Service to communicate with one another.
Consent to Receive Communications. By registering or otherwise entering your contact information into the Site, you consent to receive communications from us through any of the means outlined above or by our posting notices on the Site. You further expressly agree that these communications, including phone calls, SMS and text messages, may be generated using automated technology, such as an automatic telephone dialing system, or artificial or pre-recorded voice, and that we may communicate with you even if your telephone number(s) is listed on any corporate, state, or federal Do-Not-Call lists. You represent that for the telephone number(s) that you have provided to us, you are the current subscriber or customary user and that you have the authority to provide the consents described above to be contacted at such number(s). You agree to promptly alert us whenever you stop using a particular telephone number. Standard charges may apply to the receipt of these calls or text messages.
Opting-out of Promotional Communications; Privacy Policy. If you wish to opt out of promotional e-mails, you can unsubscribe from our promotional e-mail list by following the unsubscribe options in the promotional e-mail itself. If you wish to opt out of marketing or promotional calls or texts, text back “STOP” to the number you received outreach from on the mobile device receiving the messages. Please note that consent to receive promotional communications is not a requirement or condition of using our Services and such consent may be revoked at any time. However, opting out may impact your use of the Service. If you wish to opt out of all texts or calls from The Wisory (including operational or transactional texts or calls), you can text the word “STOPALL” to the number you received outreach from, from the mobile device receiving the messages; however you acknowledge that opting out of receiving all such communications may impact your use of the Service.
Please review our Privacy Policy for more details about the information we may collect and how we may use or share it; the Privacy Policy is part of the Terms and you agree to be bound by the terms of the Privacy Policy.
You agree that all agreements, notices, disclosures and other communications that we provide to you electronically or through other means, satisfy any legal requirement that such communications be in writing. You agree to provide us with, and maintain in your The Wisory account profile, your current and active e-mail address and other contact information, and agree that our use of the same to contact you fulfills any legal notice requirements even if such communications are sent to an inactive or incorrect contact that you failed to update.
B. The Site
5. The Wisory is a Venue; User Content
The Wisory provides the Site as a venue for its Users to use for informational and educational purposes only. The Site exists solely to broker relationships and conversations between Advisors and those Members who are interested in purchasing the Advisors’ services, and to make use of the information exchanged between them as described herein. The Wisory is not itself in the business of providing or selling advice that may be within any particular Advisor’s area of expertise.
Users of the Site, and not The Wisory, provide information and materials to one another, submitted in or through the content of their call sessions, questions, answers, requests for information, responses, profiles, signatures, qualifications, comments, and posts in places where Users communicate on the Site (collectively "User Content”). The Wisory is not involved in the conversations between Members and Advisors, other than to initiate and end such sessions, and to record and use them as provided in Paragraph 6 and elsewhere in these Terms. You understand and acknowledge that The Wisory cannot and does not provide, filter, screen, monitor, endorse, or guarantee the content of calls. Advisors alone determine which questions to answer and how to do so; Advisors are not employees or agents of The Wisory but are independent service providers using the Site to sell access to their knowledge or expertise to Members and, as such, together with Members, are simply Users of the Site.
You expressly agree that The Wisory is not responsible or liable for any information, statements, acts or omissions of Advisors, the User Content you may provide or receive, or your reliance on or actions taken as a result of providing or receiving such User Content. We cannot ensure that an Advisor will complete a transaction or be able to answer your particular questions, and are not responsible or liable based on your dissatisfaction with any of the foregoing.
EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should not be directed to the Site and should, instead, be directed immediately by telephone or in-person to qualified professionals (e.g. in the U.S., call 911). The Site is not the appropriate venue to deal with such situations.
6. User Content May Not Be Private or Confidential; Sessions Will Be Recorded and Summarized, Anonymity
The Site and app are an Internet-based forum. Your sessions with Advisors and the User Content generated thereby may not be private or confidential, nor is it protected by attorney-client, doctor-patient, or any other privilege, and it may be read, collected, captured, and used by others. For example, all discussions between Advisors and Members (each, a “Session”), and the User Content exchanged in such Sessions, will be recorded by The Wisory for future use in an anonymous and/or aggregated form. The Wisory owns all User Content (see Paragraph 13), and is expressly permitted to anonymize such User Content, to aggregate it, to make it available to other Members as part of their paid Services, or to use it however The Wisory sees fit. Further, The Wisory cannot ensure that other Users will not share User Content even though our rules prohibit that behavior.
7. Advisor Verification; No Reliance on the Term “Advisor”
Advisors register to participate in the Site in order to sell access to their Advisor services to Members. Our use of the term "Advisor" is only meant to describe Users who have applied and registered to answer questions through the Site, and not to guarantee any particular level of expertise of these Advisors.
The Wisory utilizes a third-party verification service to confirm that at least one of the Advisor’s asserted credentials is accurate. However, The Wisory does not check the accuracy of all claimed credentials, and Member Users may wish to do so on their own prior to purchasing services from such Advisor. The Wisory makes an effort to verify, but cannot warrant or guarantee an Advisor's purported identity; user identification on the Internet is difficult. For these reasons, The Wisory cannot and does not represent, warrant or guarantee the truthfulness or accuracy of the credentials or identities of Users and information provided by Users, including Advisors. You agree that The Wisory is not responsible or liable for any loss or damages caused by your reliance on any information or content provided by an Advisor.
8. Information, Not Advice; No Client-Professional Relationship
Information or content you obtain through the Site or from Advisors is for general informational purposes only. All content made available to Members on the Site is information of a general nature and does not address the circumstances of any particular individual or entity. You should not construe any such information or other material as legal, tax, investment, financial, medical, mental health, or other advice. By answering questions, Advisors do not intend to form, and do not form professional, attorney-client or doctor-patient relationships with other Users of the Site. Nothing in the Site constitutes professional and/or financial advice, nor does any information on the Site constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Neither The Wisory nor any Advisor is a fiduciary by virtue of any person’s use of or access to the Site. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information obtained through your use of the Site before making any decisions based on such information. In exchange for using the Site, you agree not to hold The Wisory, its affiliates, Advisors, or any third party service provider, responsible or liable for any possible claim for damages arising from any decision you make based on information made available to you through the Site.
The laws, regulations, other governing authorities, standards, practices and procedures that apply to your particular question may differ depending on your location and information typically discovered through in-person evaluations or visits. Advisors in some categories may be licensed, certified, educated, employed by or have experience in only particular jurisdictions. These are additional reasons why you should not rely on or make decisions based on the information you may receive from an Advisor.
Before you can interact with an Advisor, you will be required to agree to another Disclaimer reminding you of these and other important provisions of the Terms. Such further acknowledgments do not limit the full scope of these Terms, or their applicability to you.
C. User Accounts
9. User Accounts; Suspension or Termination
When you register as a User on the Site or in the app, you will establish a username and receive a limited time authentication number (via text) for access to your online account. You are responsible for maintaining the confidentiality of your username, and account data, and you may not share this information or your account with anyone else. You will be solely responsible for all acts or omissions that occur under your account. You agree to immediately notify The Wisory of any unauthorized use of your account. You should only create one account on the Site. If your The Wisory account has been suspended or terminated, you may not open another account on the Site.
You agree to keep your contact and billing information (including but not limited to e-mail address) up-to-date, and to comply with all billing procedures, including by providing and maintaining accurate and lawful billing information for active The Wisory accounts.
Bound by Representatives. You are responsible for and bound by the actions of, and transactions entered into by, your actual and appointed representatives, whether authorized by you in writing, verbally, or otherwise. If you are checking in or logging in as a representative for anyone other than yourself, you represent and warrant that you are a duly appointed and authorized representative for that person or entity, and have the authority to bind that person or entity to any actions or transactions you conduct.
Suspension or Termination of Service. Members may terminate their Service and account at their sole discretion and at any time by written notice via e-mail to Connect@TheWisory.com. Terminations will become effective within thirty business days after our receipt of your termination notice, at which time your account will be closed and you will no longer enjoy access to your former account. You will be responsible for the payment of any and all fees accrued to your account as of the effective date of termination. The procedure for Advisors to terminate their accounts is set forth in the Advisor Agreement.
At any time, with or without notice, for any or no reason, The Wisory reserves the right to modify or discontinue any portion or all of the Site or Services, and to restrict, suspend and terminate Members’ and/or Advisor accounts.
10. Restricted Activities
You may not resell or make any commercial use of our system or the content on the Site without The Wisory’s prior written consent. You may not reverse-engineer, disassemble, decompile, or translate the Site or its underlying technology, attempt to derive or re-create the source code of the same, or create any derivative works from or based upon the same, or authorize or engage any third party to do any of the foregoing. You may not rent, lease, loan, resell, or distribute the Site or its underlying technology. You may not remove or alter any proprietary notice or legend regarding The Wisory or any of its third-party licensors’ proprietary rights in the Site.
You may not use the Site except in accordance with these Terms and with applicable laws, rules and regulations. You may not use the Site to defraud any third party or for any other unlawful purpose. Any attempt to transfer any of your rights, duties or obligations under these Terms is void.
You agree that any User Content you provide through the Site (including information you may share with another Advisor or Member), and your use of our Site or Service itself, shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party’s proprietary rights or rights of publicity or privacy (The Wisory may remove unauthorized use of copyrighted material); (c) be illegal or violate any federal, state or local law, statute, ordinance, regulation or ethical code; (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, but without containing child pornography; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) link directly or indirectly to or include descriptions of goods or services that are prohibited under the Terms or that you do not have a right to link to or include; or (i) actually or threaten to disparage or create a negative impression of another User or of The Wisory. You further agree not to publish any information exchanged during a session outside of our platform; doing so may subject you to immediate termination and expulsion from The Wisory.
You may not consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance or regulation. We do not intend to collect personal information from or about children under 13 years of age, and if we become aware that a child under the age of 13 has submitted personal information to us, we will promptly remove it from our systems.
11. Fees; Refund and Cancellation Policy
The Wisory’s Service allows Members to seek out Advisors in subject-matter categories, facilitates communication with Advisors via e-mails, calls, and video calls, enables delivery of User Content between Members and Advisors, and provides summaries of anonymized and aggregated User Content for use by certain other paying Members (“Site Access Benefits”). In order to pay for access to some or all of the Site Access Benefits, Members will be able to purchase different forms of the Services as follows: (1) Pay-Per-Session; (2) Annual Paid Membership Services; and (3) Additional Services.
Pay-Per-Session. You will be required to pay for each Session you schedule with an Advisor. You select the Advisors with whom you wish to communicate through the Site. Once you have selected the Advisor and submitted your payment information, the Advisor will be presented with the option to confirm the Session (or not), and upon confirmation the Session will be booked for the selected date and time. Although you should allow up to two business days, Advisors typically confirm Members’ sessions quickly. If the Advisor requests further information before answering your question or scheduling your session, you may wish to take advantage of the opportunity to provide more information to the Advisor to allow the Advisor to better assist you.
The Member’s payment will be charged at the time the call is confirmed by the Advisor. Additional charges may be applied if and when the call is extended. If Members or the organizations to which they belong have prepaid for some number of sessions, their account will be debited for each session used in the appropriate increments. By booking a session, you are authorizing The Wisory to charge your payment source (for example, the credit card or PayPal account you provided to The Wisory).
As agreed between Advisors and The Wisory, a portion of the Member’s payment will go to The Wisory for its role in facilitating the Session; the rest will be paid to the Advisor. The Advisor may elect to direct that The Wisory forward a portion of your payments to a third-party charitable organization of the Advisor’s choice. Advisors can choose to declare that a portion of their proceeds will be donated, up to 100%, to a charitable organization of their choice. If elected, this donation will be forwarded by The Wisory from the collected Member fees to the designated charitable organization. The Wisory Inc. (“The Wisory”) is in no way affiliated with any such charitable organizations.
The Wisory does not guarantee that you will receive a response from an Advisor, or that you will be satisfied with your communication with an Advisor. See Refunds section below for information on instances where requesting a refund may apply.
Annual Paid Membership Services. Annual Paid Memberships allow Members to receive additional Site Access Benefits, such as priority scheduling with Advisors and access to certain anonymized and aggregated User Content that The Wisory may provide. Annual Paid Memberships automatically renew each year, and these fees are automatically charged to the Member’s payment source. The Wisory will post a notice of an auto-renewal to your membership account. Auto-renewal will remain in effect until withdrawn by you or terminated by The Wisory. You can stop auto-renewal of your membership by, within five business days before the renewal date, sending a written notice of cancellation via e-mail to Connect@TheWisory.com. You can cancel your membership at any time; no refunds will be provided but you will continue to have access to the Site Access Benefits until the next billing cycle.
The Wisory Memberships are intended and authorized only for personal, non-transferrable, not-for-resale use. Notwithstanding any other terms, The Wisory reserves the right to cancel your The Wisory Membership in its entirety at any time and for any reason, with or without prior notice, including for your non-compliance with the Terms or Site rules. In the event that The Wisory cancels a The Wisory Membership, it will refund the current period’s fee, unless the account was terminated for such non-compliance.
Additional Services. You may be presented with offers for services outside of the Site’s standard Service (“Additional Services”). The Wisory is only a venue which facilitates communication between Advisors and potential Users of Additional Services. It does not provide and is not responsible or liable for any of the substance or content of any Additional Service initiated through The Wisory’s platform. The Wisory will in no way be liable for any acts or omissions of Advisors in performing Additional Services (or any services) for you.
Failure to Attend Sessions. Members and Advisors will receive a reminder e-mail 24 hours before the start of their Session, 1 hour before the start of their Session, and at the start of their Session. Members or Advisors may cancel or request to reschedule a Session, but must do so at least 1 business day in advance. If a Member fails to attend a scheduled Session, the fees already paid will not be refunded, and rescheduling the session will be at the discretion of the Advisor and The Wisory. If an Advisor fails to attend a scheduled session, the Advisor will be charged 25% of the fees paid for the Session as a reasonable estimate of The Wisory’s damages, and the Member will have the option to determine if they wish to reschedule the Session or to keep a credit for the fees paid. A Member or Advisor will be considered to have failed to attend the Session by failing to appear within 5 minutes after the start of a 30-minute Session or within 10 minutes after the start of a 60-minute Session.
Refunds, Cancellations, Abuse and Special Programs. No Refunds will be permitted or provided except as set forth herein. All Annual Paid Membership fees are non-refundable (unless the account has been terminated by The Wisory for reasons other than the Member’s non-compliance with the Terms or Site rules). Memberships that are cancelled in the middle of the payment period will not have pro-rated billing, refunds or other credits. To cancel a Membership, you must write an e-mail to Connect@TheWisory.com requesting cancellation of your membership. You may be offered a chat to request your feedback on your membership experience before re-directing you to a self-help page where you can finalize your request to cancel.
The Wisory maintains the right to initiate special incentive pricing, membership, and other programs. These may be limited, at The Wisory’s sole discretion, to defined and limited Users or non-Users. Any promotional monies or credits placed into Member accounts by The Wisory for use towards Site Access Benefits on the Site remain the property of The Wisory (they never become the property of Members, have no real cash value, and never become refundable to the Member), and unless otherwise stated on the Site or in an e-mail to a Member, will be usable only for thirty (30) days.
12. Receipt of Special Offers and Other Communications
By accepting these Terms, you agree to receive coupons, special offers, and other communications from The Wisory per the terms of the Privacy Policy. You may modify this setting by making the relevant changes to your The Wisory profile.
D. Miscellaneous Legal Provisions
13. Ownership of Intellectual Property, Content
You acknowledge that The Wisory and its licensors and suppliers own all rights, title, and interest, in and to the The Wisory Site and any and all User Content or other content displayed on or communicated through the Site. You acknowledge that the Site and all User Content or other content created or made available through the Site, regardless of its form, is the intellectual property of The Wisory and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. To be clear, and without limiting the foregoing, the information communicated during all Sessions, the recordings thereof, and the anonymized and aggregated summaries thereof, and any derivative creations from the same, all belong exclusively to The Wisory, and you expressly acknowledge that you have no ownership interest in any of the foregoing. You agree that The Wisory may use all such User Content or other content, in its sole discretion, in any way it chooses, without any obligation to compensate you for use of or to return any submitted materials. You also agree that The Wisory owns, and has the right to register in its name, trademarks and service marks for any category names that you create on The Wisory, so do not use a category name that you want to reserve for your own benefit. The Wisory may use other trademarks or service marks in lieu of the category names that you create. To the extent that any User Content is found not to belong to The Wisory, you grant to The Wisory an exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in any User Content created by you through your use of the Site.
You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any content available or received through the Service, whether done directly or through intermediaries (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds). For permission to use third-party materials appearing on the Site, please contact the copyright owner. You do not have and will not acquire ownership rights to any content, document or other materials viewed or created through the Site. Our posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
Any access to or use of The Wisory to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any software, program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with The Wisory (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) is prohibited without the prior written authorization of The Wisory.
If you access The Wisory or copy, display, distribute, perform or create derivative works from User Content or any other content displayed on the Site or other intellectual property in violation of the Terms or for purposes inconsistent with the Terms, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on The Wisory or any provision of the Terms that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of The Wisory webpages on your computer or computer server constitute “copies” under the Copyright Act, 17 U.S.C. § 101.
14. No Endorsement of Non-The Wisory Entities; No Relationship with Users
The Wisory may endeavor to offer to its Users products and services offered by non-The Wisory entities (collectively, “Third Party Services”). For example, the Site may contain links to third party websites and service providers that are not owned or controlled by The Wisory. The Wisory has no control over and assumes no responsibility for the content, practices, and privacy policies of Third Party Services. The Wisory encourages you to, and you acknowledge that you are solely responsible for, reviewing and complying with any third party terms and conditions and privacy policies. The Wisory cannot and will not censor or edit the content of any Third Party Service. Placement of information, logos, links or names of such non-The Wisory entities on the Site does not constitute an endorsement or warranty of these entities, their products or services. By using this Site, you agree that The Wisory is not responsible for, and you take full responsibility for, a decision to visit or patronize any such Third Party Service or entity; and you hold The Wisory harmless from any and all liability arising from such actions, and expressly relieve The Wisory from all liability arising from your use of Third Party Services.
You further acknowledge that no legal relationship (such as partnership, agent, joint venturer, or employee) is created between you and The Wisory or between any User (including Members and Advisors) and The Wisory by formation of this Agreement (or any of the Terms) or by your participation on the Site.
15. Information Control and Storage
While we do have certain User Restricted Activities (above), we do not control the information provided by Users, which you may find to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. There are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks of dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and agree that The Wisory is not responsible or liable to you for the acts or omissions of Users on the Site.
The amount of storage space per User is currently limited. You agree that The Wisory is not responsible or liable for the deletion or failure to store content and/or other information.
16. Disclaimer and Exclusion of Warranties
THE WISORY SITE, SERVICES, SOFTWARE, AND RELATED DOCUMENTATION, AND ANY USER CONTENT OR OTHER INFORMATION AVAILABLE THROUGH THE FOREGOING, ALL ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO CONTENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. THE WISORY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE WISORY DOES NOT WARRANT OR REPRESENT THAT THE USE OF OR THE RESULTS OF THE USE OF THE CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE, FROM USERS (I.E., ADVISORS OR OTHER MEMBERS), THIRD PARTIES OR A LINKED SITE WILL BE CORRECT, ACCURATE, TIMELY, RELIABLE OR OTHERWISE. NO ADVICE, CONTENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WISORY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE SITE, FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
17. Limitations of Liability; Releases
IN NO EVENT SHALL THE WISORY, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS, DATA, USE, REVENUE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF, OR IN CONNECTION WITH, OUR SITE, OUR SERVICES OR THE TERMS, BASED ON ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL THE WISORY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON CONTENT OR INFORMATION OBTAINED THROUGH THE SITE, FROM USERS (I.E., ADVISORS OR OTHER MEMBERS) OR THIRD PARTIES OR A LINKED SITE, OR A USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THE WISORY’S SITE OR ANY CONTENT OR INFORMATION OBTAINED THROUGH SUCH USE IS AT USER’S SOLE RISK.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT WILL OUR LIABILITY, OR THE LIABILITY OF OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO THE WISORY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) US$100. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You release and hold harmless The Wisory from any claim arising out of or relating to your use of the Site or the User Content. The Wisory is not liable to Users for any disputes that may arise between or among Users.
18. Indemnification
You agree to defend, indemnify and hold harmless The Wisory, its parents, subsidiaries, officers, directors, shareholders, employees, agents, joint venturers, consultants, successors and assigns, from and against all losses, costs, liabilities and expenses including reasonable attorneys’ fees, asserted by any third-party that are in any way due to, or arising out of, your use of or conduct on the Site or any User Content or information provided by you or obtained through your use of the same.
19. Press Releases and Third-Party Press about The Wisory
The Site may contain press releases and other information about The Wisory. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in a press release or otherwise, should not be relied upon as being provided or endorsed by The Wisory. Likewise, third-party press about The Wisory or the Site should not be relied upon as being provided or endorsed by The Wisory.
20. Choice of Law
Except as set forth in Section D.21 below, the parties agree that this Agreement and any and all claims, causes of action or disputes (regardless of theory) between you and The Wisory arising out of or related to this Agreement, the Site and any services or content accessed therein will be governed by the laws of the State of Delaware, without regard to conflict or choice of law principles.
21. Dispute Resolution
This Section D.21 may be referred to as the parties’ “Dispute Resolution Agreement.” If you have a dispute with The Wisory or if The Wisory has a dispute with you and such dispute cannot be resolved informally, such dispute must be resolved exclusively on an individual basis and solely in accordance with the provisions set forth below:
(a) Informal Resolution.
Prior to initiating mediation or arbitration, the party with a grievance must:
(i) Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to the User’s e-mail address on file with The Wisory, or The Wisory Inc., attn: Legal Department, 1001 Green Bay Road, Winnetka IL 60093, or Connect@TheWisory.com, whichever is applicable (“Dispute Notification”);
(ii) The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond.
(iii) The other party then has 15 days to reply to the response.
The goal of these exchanges is to allow the parties to attempt in good faith to resolve their dispute informally, and without the time and expense of mediation or arbitration.
(b) Mediation.
If the dispute is not resolved informally, either party may make a demand for mediation, but only with the other party’s prior consent, by filing a: (i) Request for AAA Online Mediation for Claims under $10,000 with the American Arbitration Association (“AAA”); or (ii) Request for Mediation with the AAA. To file a request for mediation for a claim under $10,000, you must go to the following website: http://services.adr.org/eroom/faces/welcome_and_steps.jspx. If that link does not work, please contact Connect@TheWisory.com for updated information. If you are requesting mediation for a claim that is worth $10,000 or more, you must go to the following website to file such a claim: https://www.adr.org/aaa/faces/services/disputeresolutionservices/. If that link does not work, please contact Connect@TheWisory.com for updated information. If either party requests mediation and both parties consent to mediation, the costs of mediation will be borne equally by the parties.
(c) ARBITRATION.
ANY DISPUTE NOT RESOLVED INFORMALLY OR THROUGH MEDIATION SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION SO LONG AS SUCH DISPUTES ARISE IN ANY WAY OUT OF THESE TERMS, ANY TRANSACTION WITH THE WISORY, YOUR USE OF THE SITE AND/OR ANY THE WISORY SERVICE, OR ANY AGREEMENT BETWEEN YOU AND THE WISORY. THIS MANDATORY ARBITRATION PROVISION INCLUDES BUT IS NOT LIMITED TO DISPUTES ARISING UNDER STATUTES SUCH AS THE COPYRIGHT ACT OR THE TELEPHONE CONSUMER PROTECTION ACT.
YOU ACKNOWLEDGE, BY AGREEING TO THESE TERMS, THAT THIS DISPUTE RESOLUTION AGREEMENT IS MADE IN THE COURSE OF INTERSTATE COMMERCE; AND THAT THE FEDERAL ARBITRATION ACT, 9 U.S.C. §1 ET. SEQ. (THE “FAA”) AND NOT STATE LAW GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS DISPUTE RESOLUTION AGREEMENT, INCLUDING THE ARBITRABILITY OF DISPUTES, WHICH SHALL BE DECIDED EXCLUSIVELY BY THE ARBITRATOR. THIS CHOICE OF LAW PROVISION APPLIES ONLY TO THIS DISPUTE RESOLUTION AGREEMENT, AND NOT TO THE REST OF THIS AGREEMENT OR TERMS.
YOU FURTHER ACKNOWLEDGE THAT YOU AND THE WISORY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY REGARDING ANY DISPUTE. IT IS IMPORTANT THAT YOU UNDERSTAND THAT THE ARBITRATOR’S DECISION WILL BE BINDING AND MAY BE ENTERED AND ENFORCED AS A JUDGMENT IN AND BY ANY COURT OF COMPETENT JURISDICTION.
Arbitration Procedures: Disputes shall be resolved by binding arbitration in accordance with the arbitration rules of the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules, as modified by the terms in this Dispute Resolution Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) or by calling the AAA at 1-800-778-7879. Either party can initiate a demand for arbitration. Each party will be responsible for its own costs, including paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for Advisor and other witnesses. In the event of any inconsistency between this Dispute Resolution Agreement and the applicable rules of the AAA, this Dispute Resolution Agreement shall govern.
(i) Covered claims. It is intended that all claims between the parties be resolved solely by arbitration. Without limiting the foregoing, claims subject to arbitration under this Dispute Resolution Agreement include, but are not limited to, the following types of claims between and among the User on the one hand, and The Wisory, its subsidiaries, affiliates, shareholders, officers, directors, employees, benefit plans, or agents, any alleged joint employers, on the other hand: breach of contract; discrimination, harassment, or retaliation; wrongful discharge; negligence or other tort claims including defamation, libel, slander, fraud, invasion of privacy, and infliction of emotional distress; claims for wages, overtime, benefits, or other compensation; and all other statutory, regulatory, contractual, or tort claims or claims of violation of any international, federal/national, state/provincial, or local statute, ordinance, governmental enactment, common law duty, provision, or doctrine. The only disputes and actions excluded from this Dispute Resolution Agreement are: (a) actions to enforce this Dispute Resolution Agreement, compel arbitration, or claims by either party seeking temporary injunctive relief prior to the appointment of the arbitrator; and (b) claims for which this Dispute Resolution Agreement would be invalid as a matter of law. Individual knowingly and voluntarily waives the right to file or seek relief in a court seeking recovery of money damages.
(ii) Commencement of arbitration and location of hearing. A party wishing to initiate arbitration must notify the other party in writing by hand delivery or certified mail. The notice must identify the party requesting the arbitration, and it must describe the facts upon which the claim is based, the date and location of any occurrences giving rise to the claim, and the remedy requested. Notice must be sent to the Advisor’s e-mail address on file with The Wisory, or The Wisory Inc., 1001 Green Bay Road, Winnetka IL 60093 or Connect@TheWisory.com. The arbitration hearing shall be held exclusively in Chicago, Illinois.
(iii) The payment of arbitration fees will be governed by the relevant AAA rules subject to the following modifications: In any dispute litigated between the parties, each party shall pay its own attorneys’ fees and any costs they incur. Further, each party will bear 50% of the costs of compensating the arbitrator.
(iv) Authority of the arbitrator. The arbitrator shall have the same authority to order remedies to individual claimants as would a court of competent jurisdiction. The arbitrator shall also have the same authority to decide dispositive motions as would a court, though he or she may establish appropriate and less formal procedures for such motions consistent with the expedited nature of arbitration proceedings. The arbitrator shall have the authority to issue subpoenas to compel the attendance of witnesses at the arbitration hearing and to compel the production of documents during discovery. Except as provided below, the arbitrator shall have the authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Dispute Resolution Agreement, including without limitation any claim that the Dispute Resolution Agreement is void or voidable. The arbitrator shall not have the authority to hear disputes not recognized by existing law and shall dismiss such claims upon motion by either party in accordance with the standards and burdens generally applicable in federal district court.
(v) Form of the award. The arbitrator shall render a written award setting forth his or her findings of fact and conclusions of law.
(d) CLASS ACTION WAIVER. YOU AND THE WISORY EXPRESSLY AGREE THAT, WITH RESPECT TO ANY DISPUTE ARISING IN ANY WAY OUT OF THESE TERMS, ANY TRANSACTION WITH THE WISORY, YOUR USE OF THE SITE AND/OR ANY THE WISORY SERVICE, OR ANY AGREEMENT BETWEEN YOU AND THE WISORY:
(i) ANY ARBITRATION OR OTHER PROCEEDING MUST TAKE PLACE SOLELY ON AN INDIVIDUAL BASIS;
(ii)YOU EXPRESSLY WAIVE YOUR ABILITY TO PARTICIPATE AGAINST THE WISORY AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, MASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE PROCEEDING;
(iii)THERE SHALL BE NO CLASS CLAIMS, CONSOLIDATION, OR JOINDER ALLOWED IN ANY ARBITRATION BETWEEN THE PARTIES;
(iv) IF THE ABOVE ARBITRATION AGREEMENT IS FOUND INVALID OR INAPPLICABLE TO YOUR DISPUTE WITH THE WISORY, THIS CLASS ACTION WAIVER WILL CONTINUE TO APPLY IN LITIGATION; AND
(v) YOU AGREE THAT THIS CLASS ACTION WAIVER IS AN ESSENTIAL ELEMENT OF OUR CONTRACT AND THESE TERMS AND THAT IT MAY NOT BE SEVERED.
THE ARBITRATOR SHALL NOT CONSOLIDATE CLAIMS OF DIFFERENT USERS INTO ONE PROCEEDING, NOR SHALL THE ARBITRATOR HAVE THE POWER TO HEAR ARBITRATION AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. SIMILARLY, ANY CLAIMS COVERED BY THIS DISPUTE RESOLUTION AGREEMENT THAT THE WISORY MAY HAVE AGAINST USER MAY NOT BE BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR REPRESENTATIVE ACTION PROCEEDING.
(e) Survivability; Right to Consult. This Dispute Resolution Agreement shall survive expiration or termination of this Agreement for any reason. User acknowledges and agrees that he/she is entering into this Dispute Resolution Agreement voluntarily and without any duress or undue influence by The Wisory or anyone else. User further acknowledges and agrees that he/she has carefully read this Dispute Resolution Agreement and that User has asked any questions needed for User to understand the terms, consequences and binding effect of this Dispute Resolution Agreement and fully understand it, including that User is waiving his/her right to a jury trial. Finally, User agrees that he/she has had an opportunity to seek the advice of an attorney of User’s choice before agreeing to this Dispute Resolution Agreement.
22. Entire Agreement; Assignment; Miscellaneous
The Terms constitute the complete and exclusive statement of the Agreement between you and us on the subject matter addressed herein. It supersedes any and all prior or contemporaneous agreements, oral or written, and any other communications, representations, warranties and understanding relating to the subject matter of the Terms. For those Users who have become Advisors, nothing in these Terms supersedes the terms of the Advisor Agreement, and in the event of a conflict between these Terms (or later versions of these Terms) and the Advisor Agreement, the terms of the Advisor Agreement shall prevail. If there is a conflict between an oral or written representation of any The Wisory employee or agent and the Terms (other than modifications to the Terms executed in writing by the CEO or authorized-in-fact representative of The Wisory), the Terms will prevail. To the extent the Terms are in conflict or inconsistent with one another, this Agreement and the Privacy Policy will prevail over other terms of the Site; also, this Agreement, the Privacy Policy, and disclaimers will prevail over FAQs, and other rules and policies published on the Site. If any provision(s) of the Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. The Wisory’s failure to exercise or enforce any of the Terms shall not constitute a waiver of The Wisory’s right to exercise or enforce the Terms as to the same or another instance. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms.
You agree that The Wisory may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason, including, but not limited to, because your interaction with other users of the Site, the pricing offered, and fraud mechanisms in place, are based upon individual usage. The Wisory shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an officer of The Wisory. No delay or omission on the part of The Wisory in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance.
This Section, along with Sections 6, 11 (with respect to amounts remaining in your account as of termination), 12, 13, 14, 16, 17, 18, 20, and 21 above will survive any termination of this Agreement.