Last Updated: May 17, 2016
These Terms provide that all disputes between You and Wisdom Labs will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend Your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and Your claims cannot be brought as a class action. Please review Section 18 (“Dispute Resolution and Arbitration”) for the details regarding Your agreement to arbitrate any disputes with Wisdom Labs.
These Terms set forth the terms that govern an individual employee’s use of the Service. The employer’s right to make the Service available to a specified number of its employees for a limited license term is governed by a License Agreement between the employer and Us (the “License Agreement”).
1. Wisdom Labs Service Overview
Wisdom Labs uses leading-edge science and data to enhance mindfulness and wellbeing in the workplace.
You must be at least 18 years of age to use the Service. By agreeing to these Terms, You represent and warrant to Us that: (a) You are at least 18 years of age; (b) You have not previously been suspended or removed from the Service; and (c) Your registration and Your use of the Service is in compliance with all applicable laws and regulations.
Not all people are eligible to use this service.
3. Accounts and Registration
To access most features of the Service, You must register for an account. When You register for an account, You may be required to provide Us with some information about Yourself, such as Your e-mail address or other contact information. You agree that the information You provide to Us is accurate and that You will keep it accurate and up-to-date at all times. When You register, You will be asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password, and You accept responsibility for all activities that occur under Your account. If You have reason to believe that Your account is no longer secure, then You must immediately notify Us at email@example.com.
In addition, to use the Service, Your employer must have entered into a License Agreement with Us. Upon termination of the License Agreement, your right to use the Service will automatically terminate.
To use the service, creating and maintaining an account is necessary.
4. User Content
4.1 User Content Generally
Certain features of the Service may now or in the future permit users to upload content to the Service, including messages, reviews, photos, video, images, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain copyright and any other proprietary rights that You may hold in the User Content that You post to the Service.
4.2 Limited License Grant to Wisdom Labs
By posting or publishing User Content on a public section of the site, or choosing to publically share content through the Wisdom Labs app, You grant Wisdom Labs a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. For content that You choose to upload but not publish, you grant Wisdom Labs worldwide, non-exclusive, royalty-free, fully paid right and license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display and otherwise in connection with providing the service to You.
4.3 Limited License Grant to Others Labs
By publically posting or sharing User Content with other users of the Service, You grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
4.4 User Content Representations and Warranties
You are solely responsible for Your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, You affirm, represent, and warrant that:
- You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Wisdom Labs and users of the Service to use and distribute Your User Content as necessary to exercise the licenses granted by You in this section, in the manner contemplated by Wisdom Labs, the Service, and these Terms; and
- Your User Content, and the use of Your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Wisdom Labs to violate any law or regulation.
4.5 User Content Disclaimer
We are under no obligation to edit or control User Content that You or other users post or publish, and will not be in any way responsible or liable for User Content. Wisdom Labs may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service You will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy You have or may have against Wisdom Labs with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, We may investigate the allegation and determine in our sole discretion whether to remove the User Content, which We reserve the right to do at any time and without notice. For clarity, Wisdom Labs does not permit copyright-infringing activities on the Service.
An explanation of what you are agreeing to with respect to content that you create on the site.
5. Digital Millennium Copyright Act
5.1 DMCA Notification
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If You have an intellectual property rights-related complaint about material posted on the Service, You may contact our Designated Agent at the following address:
att: Legal Department — Copyright Notification
201 Post St Ste 200
San Francisco CA 94108
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyright-protected work or other intellectual property right that You claim has been infringed;
- a description of the material that You claim is infringing and where it is located on the Service
- Your address, telephone number, and email address;
- a statement by You that You have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and
- a statement by You that the above information in Your notice is accurate and that, under penalty of perjury, You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
5.2 Repeat Infringers
Wisdom Labs will promptly terminate without notice the accounts of users that are determined by Wisdom Labs to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Service at least twice.
Get in touch with us if you feel one of your copyrights is being violated.
6. Prohibited Conduct
BY USING THE SERVICE YOU AGREE NOT TO:
use the Service for any illegal purpose or in violation of any local, state, national, or international law;
violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Your age or date of birth;
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 11) or any right or ability to view, access, or use any Material; or
attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of the acts described in this Section 6.
An explanation of some of the user behavior that is prohibited.
7. Third-Party Services and Linked Websites
Wisdom Labs may provide tools through the Service that enable You to export information, including User Content, to third party services, including through features that allow You to link Your account on Wisdom Labs with an account on the third party service, such as Instagram or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, You agree that We may transfer that information to the applicable third-party service. Third party services are not under our control, and We are not responsible for any third party service’s use of Your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and We are not responsible for their content.
We might provide ways for you to interact with other sites and social media; use at your own discretion.
8. Termination of Use; Discontinuation and Modification of the Service
Upon termination of the License Agreement between Wisdom Labs and Your employer, Your permission from Us to use the Service will terminate automatically. If You violate any provision of these Terms, Your permission to use the Service will also terminate automatically. In addition, Wisdom Labs may in its sole discretion terminate Your user account on the Service or suspend or terminate Your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to You. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of Your access to or use of the Service. You may terminate Your account at any time by contacting customer service at firstname.lastname@example.org. If You terminate Your account, You (or Your employer, if your employer is responsible for paying fees relating to Your use of the Service) remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to Your use of the Service.
Either you or Wisdom Labs may terminate your account at any time. Termination of Your account will result in the forfeiture and destruction of all User Content associated with Your account.
9.2 Additional Terms
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that We may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Service, subject to Section 10 below. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
10. Modification of these Terms
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Your rights or obligations, You will be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon Your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
We may modify these terms at any time.
11. Ownership; Proprietary Rights
The Service is owned and operated by Wisdom Labs or our third-party licensors. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Wisdom Labs are protected by intellectual property and other laws. All Materials contained in the Service are the property of Wisdom Labs or our third-party licensors. Except as expressly authorized by Wisdom Labs, You may not make use of the Materials. Wisdom Labs reserves all rights to the Materials not granted expressly in these Terms.
We retain our rights to any and all intellectual property contained on the site.
If You choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then You hereby grant Wisdom Labs an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
If you give us feedback or suggestions, you cannot prevent us from using it.
You are responsible for Your use of the Service, and You will defend and indemnify Wisdom Labs and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Wisdom Labs Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) Your access to, use of, or alleged use of, the Service; (b) Your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy, right; or (d) any dispute or issue between You and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with our defense of that claim.
We are not liable for any claims resulting from your use of the service.
14. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE WISDOM LABS ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE WISDOM LABS ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
WE PROVIDE THE LEARNING PLATFORM ON A PLATFORM LICENSED TO US AND HOSTED BY A THIRD PARTY LEARNING MANAGEMENT SERVICE PROVIDER (THE “LMS PROVIDER”). THE WISDOM LABS ENTITIES DISCLAIM ANY RESPONSIBILITY FOR, AND ALL WARRANTIES RELATING TO, THE ACTS OR OMISSIONS OF THE LMS PROVIDER.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE WISDOM LABS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Use the service at your own risk; we do not provide any warranties.
15. Limitation of Liability
IN NO EVENT WILL THE WISDOM LABS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY WISDOM LABS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE WISDOM LABS ENTITIES TO YOU FOR (I) ALL CLAIMS ARISING OUT OF OR RELATING TO THE ACTS OR OMISSIONS OF THE LMS PROVIDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100 AND (II) ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEPT FOR THE CLAIMS DESCRIBED IN CLAUSE (I) ABOVE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO WISDOM LABS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM (OR, IF YOUR EMPLOYER HAS PAID SUCH AMOUNTS, THEN THE PORTION OF THOSE AMOUNTS REASONABLY ALLOCABLE TO YOUR USE OF THE SERVICE); OR (B) $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
We are not liable for any problems that arise from your use or inability to use the service.
16. Governing Law
These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then You and Wisdom Labs agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute. We operate the Service from our offices in California, and We make no representation that Materials included in the Service are appropriate or available for use in other locations.
Your use of the site is governed by the State of California in the United States.
You may not modify these or any other terms related to the use of this service.
18. Dispute Resolution and Arbitration
In the interest of resolving disputes between You and Wisdom Labs in the most expedient and cost effective manner, You and Wisdom Labs agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WISDOM LABS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of Section 18.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between You and Wisdom Labs will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Wisdom Labs. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Wisdom Labs’s address for Notice is:
att: Legal Department — Disputes
201 Post St Ste 200
San Francisco CA 94108
The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, You or Wisdom Labs may commence an arbitration proceeding.
18.5 No Class Actions
YOU AND WISDOM LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and Wisdom Labs agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
18.6 Modifications of This Arbitration Provision
If Wisdom Labs makes any future change to this arbitration provision, other than a change to Wisdom Labs’ address for Notice, You may reject the change by sending Us written notice within 30 days of the change to Wisdom Labs’ address for Notice, in which case Your account with Wisdom Labs will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes You rejected will survive.
If Section 18.5 (No Class Actions) is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms.
You agree to an arbitration process before filing any lawsuit against us.
19. Consent to Electronic Communications
You agree to electronic communication with us.
20. Contact Information
The Service is offered by Wisdom Labs, LLC, located at 201 Post St. Ste. 200, San Francisco, CA 94108. You may contact Us by sending correspondence to that address or by emailing Us at email@example.com.
How to get in touch with us.
21. Notice to California Residents
If You are a California resident, California Civil Code Section 1789.3 allows You to contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210, in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
Additional notice for CA residents.