The following Terms of Service apply to your use of the Wise Counsel AI Services unless your use of the Wise Counsel AI Services is subject to terms of service as executed between you and Wise Counsel AI.
WiseCounselXAI Systems Technology Pvt Ltd ("Wise Counsel," "Wise Counsel AI", "we," "us," or "our") specializes in offering advanced legal technology services. This document elucidates the Terms of Service (hereinafter referred to as "Terms") that govern the usage of all aspects of our services. This encompasses our superior artificial intelligence solutions ("AI Services"), our comprehensive suite of websites, applications, add-ons, plug-ins, components, features, programs, and any other additional services that may be outlined in a co-signed order form (collectively referred to as "WiseCounsel Services" or "Services").
Our "Subscription Agreement" encompasses these Terms, alongside any existing price schedules and duly executed order forms for the WiseCounsel Services signed by both WiseCounsel and you, the user ("you" or "User"). Please note that these Terms encompass the WiseCounsel Privacy Policy, along with any other documents explicitly integrating these Terms.
By clicking the “I accept” button, taking an action to indicate acceptance, or by using any of the WiseCounsel Services, with or without registration, you agree to these Terms with WiseCounsel. In the event you are agreeing to these Terms on behalf of a company or other legal entity, you certify that you are an authorized representative of such entity. If you do not have such legal authority, or you do not agree with these Terms, do not accept, access, or use the Services in any manner.
If you are using the WiseCounsel Services during a proof of concept or other product trial (“Evaluation”), your use of the Services during the Evaluation period is governed by these Terms. Notwithstanding any other provisions in these Terms, access to the Services during an Evaluation period is on an “as-is” basis without any representations, warranties, and/or conditions of any kind. Any data or content uploaded to the Services by you may be permanently lost upon expiry of the Evaluation period. If you continue to use the Services after the conclusion of the Evaluation period, you understand that these Terms will also govern your ongoing use of those Services.
You may not access the Services if you are a direct competitor to WiseCounsel, or monitor the functionality, performance, or availability of the Services, or any other competitive purposes.
PLEASE READ THE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT IN SECTION 13(G) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13(H) THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS OR UNLESS YOU OPT OUT PURSUANT TO THE PROVIDED INSTRUCTIONS, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.
1. Services, Restrictions and Customer Obligations
(a) Conditioned on your compliance with these Terms, WiseCounsel grants you and your Authorized Users (defined below) a nonexclusive, nontransferable, nonsublicensable, revocable right to use and access the Services in accordance with documentation, all applicable local, state, national and international laws, rules and regulations and only for your internal business purposes. To use our Service, you must be at least 18 years of age. You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms.
(b) Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:
disassemble, reverse engineer, decode or decompile any part of the Services;
use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record the Services;
copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of the Services or any of our Intellectual Property (defined below);
use the Services in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of the Services or any User’s use of the Services, or (iii) the behavior of other applications using the Services;
use the Services in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our users, or any other third party;
use or display the Services in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Services, or otherwise to our detriment or disadvantage;
attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services;
transmit viruses, worms or other software agents through the Services;
impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose;
share passwords or authentication credentials for the Services, or otherwise circumvent the measures we may use to prevent or restrict access to the Services or enforce limitations on use of the Services; or
identify or refer to us or the Services in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.
2. Registration
To access and use the WiseCounsel Services, you will be required to register an account with WiseCounsel by completing a registration form and designating a user ID and password. When registering an account with WiseCounsel, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the WiseCounsel Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the WiseCounsel Services (or any portion thereof).
You may not authorize any third party to access or use the WiseCounsel Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under your account. You agree to immediately notify WiseCounsel of any unauthorized use of your account or any other breach of security. WiseCounsel cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. By providing us with your email address, you agree to receive all required notices electronically, to that email address.
By inputting or supplying your Registration Data, including an email address, address, mobile telephone number and/or telephone number, or by otherwise creating an account, you electronically consent to receive marketing or advertising messages communications including email or mobile push notices from WiseCounsel and third parties, such as changes to features of the Services and special offers. If you do not want to receive such messages, you may opt out or change your preferences by contacting the WiseCounsel Services support team at support@WiseCounsel.com, or by clicking the unsubscribe link within each marketing or advertising email message. Opting out of marketing communications will not prevent you from receiving Services-related notices.
3. Term and Termination
These Terms will commence when you first use our Services and will continue until terminated by either party in accordance with the provisions set out in these Terms. Either party may terminate these Terms for convenience, at any time, upon written notice to the other party, subject to the terms and conditions in Section 6(C) below. Wisecounsel may provide User with notice of termination by email to User contact reflected in your Registration Data. User may provide WiseCounsel with notice of termination by contacting the WiseCounsel Services support team at support@Wisecounsel.ai.
If in WiseCounsel’s sole judgment you fail, or if WiseCounsel suspects that you have failed, to comply with any provision of these Terms, WiseCounsel may terminate these Terms at any time without notice. For clarity, any such termination will terminate any and all of your existing Subscription Agreements.
The following provisions will survive any termination of these Terms: Section 3 (“Term and Termination”), Section 4 (“Intellectual Property Rights”) (except as expressly provided therein), Section 5 (“Confidentiality”), Section 6 (“Fees”), Section 7(A) (“Privacy”), Section 8 (“Representations & Warranties”), Section 9 (“Liability”), Section 10 (“Changes to Agreement”), Section 11 (“Inactivity or Cancellation or Termination of Subscription”) and Section 13 (“General Provisions”).
4. Intellectual Property Rights
A. User Data and Content
These Terms do not grant either party any rights, implied or otherwise, to the other’s content or intellectual property, unless expressly stated otherwise in these Terms. As between the parties, User owns all intellectual property rights in User Content (defined below), and WiseCounsel owns all intellectual property rights in and to the Services, including software, products, support, documentation, aggregated and statistical information and related works, including but not limited to any modifications and derivative works of the foregoing.
“User Content” means any and all information, content and data that a User submits to, uploads to, or uses with, the Services. WiseCounsel does not claim ownership of your User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content. You hereby represent and warrant that your User Content does not violate any User obligations as specified in Section 1(b) or elsewhere in these Terms nor does your User Content violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. We take no responsibility and assume no liability for any of your User Content.
B. License to WiseCounsel
You grant, and you represent and warrant that you have all rights necessary to grant, to WiseCounsel an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute and display your User Content: (a) to maintain and provide the Services; (b) to improve our products and services and to create aggregated and de-identified information; and (c) to perform such other actions as described in our Privacy Policy or as authorized by you in connection with your use of the Services.
C. Feedback
In the event User provides WiseCounsel with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Services (“Feedback”), WiseCounsel shall own such Feedback without compensation to User, attribution of any kind, or any other obligation to User.
5. Confidentiality
The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) the terms of any Subscription Agreement; and/or (iii) any other information that is designated as confidential by the Disclosing Party. Confidential Information of WiseCounsel shall also include the Services, and Confidential Information of User shall also include the Drafts and Reports. Confidential Information does not include any information that is or was, at the time of the disclosure: (a) generally known or available to the public; (b) rightfully disclosed to the Receiving Party by a third party; (c) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party without restriction; or (d) independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party.
At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party’s Confidential Information other than as permitted under this Agreement, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by this Agreement or to the extent necessary to comply with applicable law.
6. Fees
A. Subscription Fees
We may make portions of the Services available on an automatically renewing subscription basis (each, a “Subscription” for the Services) for recurring fees (“Subscription Fees”). For the most current information about our Subscription Fees, please review our Subscription Terms at https://WiseCounsel.ai/subscribe, which are incorporated by reference herein. We may make available, or remove from availability, any portion of the Services on a subscription basis in our sole discretion. We may add or amend Subscription Fees at our sole discretion. When we add or amend Subscription Fees, we will update our online Subscription Terms. Any change to our online Subscription Terms shall become effective in the Subscription Term (as defined below) following notice of such change to you as provided in this Agreement; provided, however, that if we have offered a specific duration and Subscription Fees for your use of the Services, we agree that such Subscription Fees will remain in force for that duration. Your Subscription will automatically renew at the end of the term identified in your Subscription Agreement for subsequent terms equal in length to the initial term (the initial such term and each renewal term, a “Subscription Term”) unless and until you cancel your Subscription or it is suspended, discontinued or terminated in accordance with these Terms.
B. Payments
When you purchase a Subscription to the Services, you acknowledge and agree that we and/or our third-party payment processors are authorized to charge you for: (i) the Subscription Fees identified in the applicable Subscription Agreement; (ii) sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of WiseCounsel; and (iii) any other charges you may incur in connection with your purchase and use of the Services. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Subscription Fees in accordance with these Terms, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.
Except as otherwise set forth in an applicable Subscription Agreement, all Subscription Fees are immediately due and payable in advance at the start of each Subscription Term. You agree to pay all Subscription Fees with your credit card, debit card, or other payment method. You must provide us with a current, valid, accepted payment method. When you initiate a payment transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and charge your payment method in United States dollars or Indian Rupee. We currently use Stripe as our third-party service payment processor, and by using our Services you agree to be bound by Stripe’s Services Agreement, available at https://stripe.com/us/legal and https://stripe.com/in/legal/ssa. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). If your payment is not successfully settled for any reason within fourteen (14) days after payment has been initiated for your transaction, your Subscription and access to the Services may be canceled or suspended in our sole discretion.
C. Cancellation Procedure
You may cancel your Subscription(s) at any time. Upon cancellation, your access to the Services will cease at the end of the current Subscription Term for which fees have been paid. If you wish to cancel, you must notify us at least three (3) days before the start of the next Subscription Term using the appropriate functionalities of the Services or by contacting us at support@Wisecounsel.ai.
D. Refunds and Cancellation Policy
Subscription Cancellation: If you cancel your Subscription within 14 days of your initial purchase ("Cancellation Period"), you will be entitled to a full refund of any Subscription fees paid for the current Term. After the Cancellation Period, no refunds will be issued.
Subscription Termination: In the event that this Agreement is suspended or terminated due to a violation of these Terms on your part, no refunds will be issued for the current Subscription term or any pre-paid services.
Fraud or Suspicious Activity: We reserve the right to investigate any activity we deem suspicious or potentially fraudulent. In such cases, we reserve the right to suspend or terminate your Subscription and/or withhold refunds pending the outcome of an investigation.
By subscribing to our services, you confirm that you have read, understood, and agree to adhere to these terms. If you have any inquiries or need clarification regarding this policy, we invite you to contact our customer support.
7. Privacy and Security
A. Privacy.
User’s access to the Services is via the WiseCounsel website, which is owned and operated by WISECOUNSELXAI SYSTEMS TECHNOLOGY. As such, a User’s interaction with the Services and website, and any information that may be collected by the Services and website, is governed by the Privacy Policy which may be updated from time to time. User may choose to opt out of data collection and cookies in accordance with the Privacy Policy. User agrees to receive announcements from WiseCounsel regarding the operation of the Services as well as marketing and other non-critical Service-related communications from time to time.
B. Security of User Content
Without limiting the following, Wise Counsel AI shall maintain commercially reasonable physical, technical and administrative safeguards for protection of the security, confidentiality and integrity of User Content. User acknowledges that the structure of the systems used in connection with the Services makes it technically possible for a limited number of WiseCounsel AI personnel to access User Content. WiseCounsel personnel will only access User Content subject to the confidentiality restrictions in Section 5 (“Confidentiality”) hereof, and with the consent of User or to the extent reasonably required (i) to perform the Services on behalf of User; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce/protect the rights and properties of Wise Counsel AI.
8. Representations & Warranties
Each party represents and warrants that these Terms constitutes a valid and binding obligation and is enforceable against it in accordance with these Terms.
Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 8, WISECOUNSEL DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WISECOUNSEL MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE WISECOUNSEL TECHNOLOGY, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”) WILL MEET THE REQUIREMENTS OF USER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT PROVIDED BY WISECOUNSEL, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE, RELIABLE OR ERROR-FREE, OR (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY WISECOUNSEL, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.
THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS SITE OR IN CONNECTION WITH THE SERVICES WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH THE SERVICES. WISECOUNSEL’S PROVISION OF THE SERVICES, THE MATERIALS MADE AVAILABLE ON THE SERVICES AND ANY INFORMATION PROVIDED BY OUR REFERENCE ATTORNEYS (AND ANY OTHER WISECOUNSEL REPRESENTATIVES) ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. USER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE LEGAL ADVICE AND DO NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP.
B. AI Services
You and your end users are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of AI Services. AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output.
9. Liability
EXCEPT FOR DAMAGES ARISING FROM A PARTY’S FRAUD,WILLFUL MISCONDUCT, VIOLATION OF APPLICABLE LAW OR INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL (I) WISECOUNSEL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) WISECOUNSEL’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED ONE HUNDRED DOLLARS ($100).
To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.
10. Changes to Agreement
Wise Counsel AI may amend these Terms from time to time by posting the revised terms of this Agreement on WiseCounsel’s website and/or by providing written notice of such amendment to User (which notice may be provided via email to User contact listed is the Registration Data). Any revised terms of this Agreement will take effect from the date of posting or notice to User, unless otherwise specified in such posting or notice. User should check WiseCounsel’s website frequently for any such revisions. User’s continued use of the Services shall be deemed to constitute its acceptance of any such revised terms.
11. Inactivity or Cancellation or Termination of Subscription
Upon a prolonged period of inactivity, or any cancellation or termination of User’s Subscription to the Services, WiseCounsel will have no obligation to maintain or provide access to User Content. If a User’s account is inactive for one hundred and twenty (120) days, WiseCounsel reserves the right to delete or destroy all copies of User Content without providing notice, unless legally prohibited. Furthermore, WiseCounsel reserves the right to delete or destroy all copies of User
Content in the normal course of operation any time after the expiry of thirty (30) days after the cancellation or termination of User’s subscription to the Services. User Content cannot be recovered once they are deleted or destroyed.
12. Third Party Websites
The WiseCounsel Services may have links to third-party websites, content providers, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any of these third party websites, materials, products, or services. If you access a third-party website from WiseCounsel Services, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of those sites. You relieve Wise Counsel AI from any and all liability arising from your use of third-party websites, services, or content.
13. General Provisions
A. Relationship of the Parties
The relationship of the parties under these Terms is one of independent contractors and does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties.
B. Force Majeure
Neither party shall be in default if its failure to perform or delay in performing any obligation under these Terms (other than payment obligations) is caused any condition beyond the party’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.
C. Assignment
Neither party may assign a Subscription Agreement or any Subscription, in whole or in part, without the other party’s prior written consent, not to be unreasonably withheld; provided, however, that WiseCounsel may assign a Subscription Agreement without User’s consent to any entity that acquires all or substantially all of the business or assets of WiseCounsel related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. These Terms is binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in these Terms is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect to these Terms.
D. Waiver
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under these Terms will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
E. Execution; Severability
Except as stated in Section 13(G), if any provision of these Terms, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, such provision shall be replaced with another provision consistent with the purpose and intent of these Terms, and the remaining provisions of these Terms shall remain in effect. In the case of any conflict or inconsistency between the provisions of your Subscription Agreement and the provisions of these Terms, these Terms shall govern.
F. Governing Law and Jurisdiction
You agree that: (i) the Services shall be deemed solely based in India; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over WiseCounsel, either specific or general, in jurisdictions other than India. These Terms shall be governed by the internal substantive laws of India, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Arbitration and Conciliation Act, 1996 (India). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the courts located in Delhi for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Delhi is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
G. Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 13(G) (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using the Services; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.
If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at support@WiseCounsel.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at support@WiseCounsel.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration in India, under the Arbitration and Conciliation Act, 1996, except as provided herein. The arbitration will be conducted in Delhi, India, unless you and we agree otherwise. The parties shall mutually agree upon a sole arbitrator. If the parties fail to agree on the appointment of a sole arbitrator within thirty (30) days, either party may approach a court of competent jurisdiction in Delhi for the appointment of the arbitrator as per the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in English. The award rendered by the arbitrator shall be final and binding on the parties, and any judgment on the award may be entered in any court of competent jurisdiction.
NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
H. Class Action Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WISECOUNSEL AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WISECOUNSEL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND UNDER THE APPLICABLE LAWS OF INDIA.
I. Copyright Infringement Notices
We respect content owner rights and it is our policy to respond to alleged infringement notices that comply with the applicable copyright laws of India.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our Service, please notify our copyright agent with the following information in writing:
(a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
(b) Identification of the copyrighted work that you claim has been infringed;
(c) Identification of the material that is claimed to be infringing and where it is located on our Service;
(d) Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;
(e) A statement 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
(f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to our Copyright Agent using the following contact information:
WISECOUNSELXAI SYSTEMS TECHNOLOGY
Email: copyright@Wisecounsel.ai
Please note that the preceding requirements do not constitute legal advice. In accordance with the applicable copyright laws of India, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to our Service and/or terminate our Service Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
J. Publicity Rights
You agree that we may identify you as a User and may use your intellectual property, including but not limited to logos, trademarks, service marks, and trade names, in our promotional materials. This could include, but is not limited to, testimonials, website content, advertisements, press releases, and social media posts. Be assured, any use of your intellectual property will be done in a manner that respects your rights and is within the bounds of applicable laws and regulations.
This notwithstanding, your intellectual property rights will remain yours. The use of your intellectual property does not imply any transfer of ownership or rights to us.
Please note that we will promptly cease the use of your intellectual property in our promotional materials upon receiving a request from you to do so. You may send such requests to support@Wisecounsel.ai.
However, your consent for us to use your intellectual property in our promotional materials is considered granted unless and until we receive a request from you to cease such usage.
K. Entire Agreement.
These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Service
L. Contact.
If you have any questions about these Terms, please contact us at support@Wisecounsel.ai.