Terms of Service for Wiserstate Platform

BRIEF SUMMARY 


1. We will use the law of Latvia, because Wiserstate is proudly from Latvia, and disputes will be held in Latvia unless the Brussels Regime says otherwise.

2. If there is a problem, first we must try to solve it together. If we aren't successful, then we can go to court in Latvia, unless the Brussels Regime says otherwise. 


3. You as a User, can end your service whenever you want. We can end your service if we are worried about your account or stop providing Wiserstate completely. 


4. You won't take our material and show it to others or try to sell it. You won't use advanced computer programs to scrape our data. You will protect your password. You won't publish offensive material. 

5. The Client will pay the price agreed when concluding the agreement between Wiserstate and the Client. The price may change if the Client upgrades or downgrades the plan in respect of the services of Wiserstate. 


6. Because we can't see your details until you create an account, we are allowed a window of time to remove accounts that we are suspicious of after inspecting the details. 


7. You can use Wiserstate to learn, but we only provide information. If you make a decision to do something in your company or life based on something you learned on Wiserstate that turns out to be a bad decision - then you won't try to hold us or our authors liable. Remember you are the filter of information that we provide you to determine what is best for you. 


8. You are over 18, not using our platform to help mental illness, and won't steal our content. 


9. You can walk through our platform and learn as much as you like, but you don't have the right to take any of our stuff with you. Much like going to school - learn but don't take. 


10. This Contract regulates the Client and User rights and obligations when accessing our services; However, additional agreement in respect of e.g., payments of our services has been concluded between the Client and us. 


11. We can change the terms, but we will tell you when we do this, and you have the option to say no thanks and end your account. 


12. If one of these terms doesn't work, then the rest of the contract still works.


FULL VERSION 


1. Definitions


“Client” refers to a legal entity or natural person who has concluded an agreement with Wiserstate (as defined below) in relation to services provided by Wiserstate in the Platform (as defined below). For the avoidance of doubt, in respect to a legal entity, such entities include inter alia legal persons, non-governmental organizations and other entities which are not private persons. Client ensures the necessary key passes for Users (as defined below) as per the agreement concluded with Wiserstate (as defined below).


“Contract” refers to this document in its entirety.


“Educational Information” refers to all content, information, advice, correspondence provided or published to the Platform (as defined below) by Wiserstate or a Third Party Author (as defined below) with the intention of making it available to a User or Users (as defined below) generally.


“Wiserstate” is a limited liability company Motivio SIA, registered in the Commercial Register of the Republic of Latvia with registration number 45403047381, legal address Rīgas street 182A, Jēkabpils, LV-5202, Latvia, that operates according to the applicable laws of the Republic of Latvia, as well as its articles of association.

"Parties”: collectively Wiserstate, Clients and Users (as defined below).

"Platform” refers to the interactive web application called “Wiserstate” that is retrievable from the parent or subdomains of wiserstate.com, or a server logically connected to this domain.

“Third Party Authors”: a natural person or legal entity, including, but not limited to limited liability companies, non-governmental organizations and partnerships, who has been contracted by Wiserstate to provide Educational Information to the Platform.


“User”: a person subscribing to use the Platform in the capacity as a receiver of content as a service. A User is a natural person who is employed or is in any other kind of legal relationship with the Client. Client provides to the User the necessary key passes for the Users to use Wiserstate’s services available on the Platform. By registering on the Platform and using Wiserstate’s services on the Platform, User accepts the terms and conditions set forth in this Contract. User can also be a natural person who has registered to the Platform using the demo account function; demo account provides a possibility for the person to review the Platform and has limited access to services provided by Wiserstate. In case the Client is a natural person, it is considered as and has the same rights and obligations as a User as well.


2. Scope


Wiserstate (Wiserstate) operates an online Platform called Wiserstate allowing Users to access Educational Information and to connect with Third Party Authors.


3. Objective


The Platform is made available by way of the service contract concluded between Wiserstate and the Client. The objective is to regulate the dealings between Wiserstate as the Platform provider, the Client, and the User, regarding the provision of the services Provided by Wiserstate on the Platform.


4. Relevant law and jurisdiction 


a. The relevant law which the Client, Users, and Wiserstate submit to for the purpose of this Contract is the law of the Republic of Latvia.

b. The Client, U
sers, and Wiserstate submit to the exclusive jurisdiction of the law and courts of the Republic of Latvia for any dispute arising out of, or in connection to this Contract.

 

i. It is recognized that the jurisdictional provisions of the Brussels Regime 2012 might modify this clause.


5. Dispute resolution


a. The Parties agree that any dispute, disagreement, or claim arising from this contract, relating to its violation, breach, termination or validity, will be resolved by mutual negotiations.


b. If no mutual agreement can be reached in mutual negotiations, then the Parties irrevocably agree that the courts of the Republic of Latvia shall have exclusive jurisdiction to hear and determine any dispute, which may arise out of or in connection with this contract.


i. It is recognized that the jurisdictional provisions of the Brussels Regime 2012 might modify this clause.


6. Termination of this Contract and service 


a. The User may, meeting the requirements as described below, terminate their account and this Contract at any time for any reason. There is complete freedom of termination. Should the User having a demo account elect to terminate this Contract, this User must send an email to support@wiserstate.com expressing its wish to terminate this Contract. However, if a User has its access to the Platform due to its working relationship with the Client, then it must request the Client to terminate this Contract in the Platform in respect to the specific User.


b. Wiserstate may terminate a User’s account and this Contract at any time for any of the following reasons:

 
i. It is the opinion of Wiserstate that the User has breached, or is likely to breach any of the terms of this Contract;


ii. The Client has failed to satisfy any financial obligations associated with the provision of the service of the Platform as set forth in the agreement concluded between Wiserstate and the Client;


iii. The User’s use of the account is suspicious, or


iv. Wiserstate decides to cease the operation of the Platform.


c. In case Wiserstate wishes to terminate this Contract on the basis of Clause 6.b.iii of this Contract, it will ensure that any such doubts will be beforehand clarified with the Client to which the User is associated with.

d. Where a User’s account is accidentally removed or suspended; or where a User’s information related to its account is accidentally modified or removed; this will not form a breach of this Contract. Wiserstate will endeavor to rectify User’s account and/or its information.


e. In the instance where Wiserstate terminates the account of a User, it will ensure that the Client can provide the available key pass to a new person to become a User. Nevertheless a Client (or User associated with the Client) who is in breach of this Contract waives the right to receive any refund whatsoever (if applicable).

f. Users understand that termination of their Contract and service by either party will result in the inability to access any Educational Information or other information regardless of the User’s billing status. It is not possible to retrieve any Educational Information after the termination of this Contract.

g. Wiserstate reserves the right to end the existence of the Platform as a whole. In this case, Users or Clients will have no recourse against Wiserstate whatsoever except for Client’s rights to receive a refund for the unused Wiserstate’s services, as per the agreement concluded between Wiserstate and the Client.


7. Electronic warranties and limitations 


a. Users warrant that they will: 


i. Use or interact with the Platform only in the way that it is intended to be used or interacted with by Wiserstate and not for any other purposes.


ii. Not copy, download, store, publish to a third party or otherwise cause reproduction of any material (including, but not limited to, Educational Information) available on the Platform. 

 

1. Normal web browser operations such as caching or temporarily storing streamed content for the purpose of single viewings are acceptable.


2. For clarity, this clause is designed to protect the business interests of Wiserstate by rendering the content material exclusive to the Platform.

iii. Not communicate or interact with the Platform or any computer service which is associated with the Platform such as an API or web server in an automatic means.

 
1. For clarity, the clause above includes but is not limited to situations where a User scrapes data or content from the Platform using an automatic means such as a ‘web scraper’ or ‘headless browser’, or communicates in a way that causes a disruption to the service such as a denial of service attack.


iv. Use only a strong authentication means and protect authentication credentials against any other person’s access.

v. Not upload, publish, or discuss any material, text, or content which is in violation of applicable law or otherwise cause Wiserstate to fall into violation of law.


b. Users agree that the service is provided “as is”. While Wiserstate endeavors to provide a reasonably reliable service, downtime or inaccessibility of the Platform shall not be a breach of this contract unless it seriously affects a reasonable User’s benefit obtainable from the Platform. 


i. For clarity, the reason for this is that Wiserstate does not have complete control over the accessibility of the Platform since it is hosted on a cloud network and relies on third party hosting services in order to provide the Platform to the User. However, Wiserstate will reasonably ensure that the Platform and services therein are available to the Client and Users as much as possible.

ii. In instances where such downtime or inaccessibility seriously affects a reasonable User’s benefit obtainable from the Platform, Wiserstate will compensate the Client to the pro-rata value of the downtime or inaccessibility.


8. Payment 


Clients agree to pay for their Users access to the Platform according to the price agreed between Wiserstate and the Client in the concluded agreement. Users are not required to make any payments directly to Wiserstate.


9. Wiserstate’s rights 


a. Wiserstate may refuse to allow any person to register or create an account on the Platform or cancel or suspend any existing account after inspecting account information which is only made available to Wiserstate after a User has created an account. However, such action shall be communicated with the Client, as well as reasons for why such action has been taken. 


i. For clarity: Wiserstate may wish to exercise this right where it is of the opinion that an account’s creation is suspicious, the individual details are fake or fraudulent, or its presence represents a threat to Wiserstate’s services. Full account information is not available to Wiserstate until after the User has successfully created an account, and so Wiserstate would only be capable of learning about this breach after the User has successfully created an account.


10. Liability 


a. Users and Clients agree to relinquish Wiserstate of all liability for any loss whatsoever, except loss caused by gross negligence or intentional harm, caused to the User or the Client, by: access or use of the Platform, inaccessibility or inability to use the Platform, Educational Information or any other content or information available on the Platform, unauthorised access to any part of the Platform. 


i. Without limitation, this includes any indirect, incidental, special, consequential loss, or punitive damages, or any loss of profits or revenues loss. This may include any loss resulting to a computer or machine, any loss attributable to negligence or professional negligence, any loss resulting under a contract, any loss to data or goodwill or other intangible loss.


b. Users agree to relinquish Wiserstate and Third Party Authors from any claim relating to, or in connection with Educational Information, advice, or other information available on the Platform, except in the case of gross negligence or intentional harm. 


i. Both Wiserstate and Third Party Authors have no responsibility and make no warranty as to the truth, accuracy, or appropriateness of any aspect of any Educational Information, advice, or any other information provided on the Platform.

ii. Users and Clients relieve Wiserstate of any claim or dispute arising from, or in connection with, the Educational Information, advice or other information found on the Platform which was published, generated, provided, or submitted to the Platform.

iii. The User agrees to carefully assess the extent to which to follow any Educational Information or advice provided and shall remain solely responsible for any decision made in response to such Educational Information or advice.

iv. While the information provided on the Platform is based on the Third Party Author’s best knowledge, it shall be used at the User’s own risk, having regard to the User’s own subjective circumstances. The User hereby acknowledges that neither the Third Party Author or Wiserstate can guarantee that the advice provided is necessarily effective or beneficial as in social sciences effectiveness and benefits are subject to subjective opinion, and thus it is too disputable. The User must carefully assess the appropriateness of the Educational Information or advice provided and shall remain solely responsible for any business and other decision it takes as a result of the Educational Information or advice obtained.

v. Users and Clients expressly recognize that the Educational Information available on the Platform is of a generic nature and therefore may not be appropriate for the User’s specific circumstances.


11. User’s rights and obligations 


a. Users will not store, copy, or distribute any content retrieved from the Platform without written consent from Wiserstate.

b. Users must be over the age of 18 to use the Platform.

c. Users will not release their login credential to any other person or allow another person to access their account.

d. Users confirm that they will not use any material on the Platform to assist in coping or treating a condition of any serious anxiety, depression, post-traumatic stress disorder, or similar psychological condition. 


i. The Platform is not able or suitable to serve these purposes, and Users must seek professional services for the treatment of these conditions rather than any material on the Platform.


12. Client’s rights and obligations 


Rights and obligations, which have not been expressly set forth in this Contract, between Wiserstate and the Client are regulated by the agreement concluded between Wiserstate and the Client.


13. Intellectual Property 


a. Wiserstate retains copyright over all computer code which enables the functioning of the Platform. No transfer of intellectual property rights takes place from Wiserstate to any User or Client.

b. Users recognize that copyright exists over the Educational Information. Users warrant that they will not infringe any copyright rights over any works available on the Platform, including works of any third parties and Third Party Authors.

 

14. Final provisions 


a. This Contract constitutes the full and entire understanding and agreement between the Parties regarding the subjects hereof and supersedes any agreement or understanding between the Parties prior to the signing of this Contract. Notwithstanding this clause 14.a of this Contract, the relationship between the Client and Wiserstate are regulated by the agreement concluded between the Client and Wiserstate directly, such agreement ensures that the Client can grant key passes to the Users to access the Platform as per the terms and obligations of the agreement.

b. Wiserstate may change, update, amend or modify the terms in this Contract (“Terms Change”) at its complete and absolute discretion. Any such Terms Change shall come into force 20 days after it is published online in the Platform. 


i. In order for the Terms Change to be effective, Wiserstate must: 


1. Provide a notice of the change to be published on the Platform’s website itself, which is visible to the Client and the User.

2. Provide Users with an option of the User to either accept the Terms Change and continue the use of Wiserstate’s services under the new terms; or reject the Terms Change and terminate this Contract immediately. In such case, the agreement between Wiserstate and the Client remains valid.


c. This Contract comes into force immediately upon the earlier of either: 


i. The creation of a user account on the Platform

ii. Accessing the Platform in any other way


d. Term severability is allowed and present in this Contract. If any provision hereof is or becomes illegal, invalid or unenforceable in full or in part under Latvian law, the remaining provisions hereof shall remain unaffected, and such illegal, invalid or unenforceable provision shall be replaced by such a valid provision which, taking into consideration the purpose and intent of this Contract, has, to the extent legally possible, the same economic effect as the illegal, invalid or unenforceable provision.
 
 

© Wiserstate by Motivio 2019