Last Updated: May 10, 2021
Welcome, and thank you for your interest in Wisdom Labs! Wisdom Labs, Inc. (“Wisdom Labs”) makes available to you our Wise@Work digital learning platform for enhancing mindfulness and wellbeing ( “Wise@Work”), at our website at wisdomlabs.com (the “Site”), through our applications (the “Apps”), or via other delivery methods. Wise@Work, the Site and the Apps are collectively referred to as the “Service”.
Agreement to Terms
The following Terms of Use for Wise@Work App for Businesses (these “Terms”) are a legally binding contract between the organization on whose behalf you are purchasing a subscription to the Service (“Your Organization”) and Wisdom Labs. These Terms set forth the terms and conditions for the use of the Service by users designated by Your Organization (“Authorized Users”). By clicking “I Accept,” or by using the Service, you represent and warrant that you have the authority to bind Your Organization to these Terms, and you acknowledge that you have read and understood these Terms and agree to be bound by these Terms on behalf of Your Organization.
These Terms Govern Business Use Only
These Terms govern the purchase by a company or other organization of subscriptions to the Service for the benefit of Authorized Users. Separate terms of use govern each Authorized User’s use of the Service.
1. Ownership; Proprietary Rights; Limited Licenses
The Service is owned and operated by Wisdom Labs or our third-party licensors. All elements of the Service, including its visual interfaces, graphics, design, compilation, information, data, and computer code (including source code or object code), and including all Service Content, are owned by Wisdom Labs or our third-party licensors and are protected by intellectual property and other laws. ”Service Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and any other information or materials, that are generated, provided or otherwise made available through the Service, except for content posted, uploaded or otherwise provided to the Service by Users or other users. Your Organization agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Service Content.
Subject to Your Organization’s compliance with these Terms, during the term of these Terms, Wisdom Labs grants to Your Organization a non-exclusive, non-transferable, limited license, for Authorized Users to access and use the Service. Your Organization may not permit any third party, except Authorized Users, to access or use the Service. Authorized Users’ access and use of the Service are subject to the Individual Terms of Use (defined below). We reserve all rights in and to the Service and the Service Content not expressly granted to you under these Terms.
Authorized Users are limited in number to the number of end user subscriptions allowed under your Business Plan, as specified to you when you subscribed to that Business Plan. Your Organization may designate Authorized Users by providing Wisdom Labs with the name and a separate email address for each Authorized User.
Your Organization shall be responsible for ensuring that each Authorized User remains fully compliant with the Terms of Use for Wise@Work App for Individuals (the “Individual Terms of Use”), the current version of which can be found at the following URL: https://wisdomlabs.com/termsofuse-individual/. Any breach by an Authorized User of the Individual Terms of Use shall constitute a breach by Your Organization under these Terms.
2. Subscriptions
This Section 2 sets forth the terms for subscriptions purchased by Your Organization for the benefit of Authorized Users designated by Your Organization (“Business Plans”). Individual users who are not covered by a Business Plan may also subscribe to the Service directly through free or paid subscriptions for their own use, as described in the Individual Terms of Use.
Wisdom Labs offers a paid Business Plan with access to all core content of the Service during a specified subscription period (“Premium Business Plan“). We may also, from time to time, offer a paid plan with access to limited content of the Service during a specified subscription period (“Basic Business Plan“), or offer add-on content to the Premium Business Plan for an additional subscription fee. Your Organization agrees to be responsible for payment of the subscription fees (“Fees“) as quoted at the time of purchase, and all applicable taxes. We may calculate taxes payable by Your Organization based on the billing information provided to us at the time of purchase. All payments made are non-refundable and non-transferable, except as expressly provided in these Terms. Your Organization (or the applicable Authorized User) is also responsible for all additional charges incurred in order to subscribe to and access the Service, such as telephone, internet or data charges, and bank or other financial service provider charges.
Business Plans will automatically renew at the end of each subscription period, at the then-current Fees, unless cancelled as described below. If cancelled, the Business Plan ends at the end of the current subscription period.
Wisdom Labs reserves the right to change its pricing terms at any time. If we do so, we will let Your Organization know by posting the new pricing terms on the Site or the Apps or through other communications. Changes to the pricing terms will not apply retroactively and will only apply to subscription renewals after the changed pricing terms have been communicated as described above. If Your Organization does not agree to the changed pricing terms, then it may choose to cancel the subscription as described below. We also reserve the right to change other terms of our subscription plans at any time, including terminating the Basic Plan, or changing the content that can be accessed through a particular plan.
Each Business Plan has a subscription period of either one month or one year and will automatically renew at the end of each subscription period unless cancelled at least three business days prior to the end of that period. Refunds cannot be claimed for any partial subscription period. To cancel a Business Plan, please contact customer service by email at support@wisdomlabs.com, or by any other cancellation method made available on the Site or the Apps. Note that if Your Organization purchased its Business Plan via an App provider, Your Organization may also need to cancel its Business Plan with the App provider directly.
To purchase a Business Plan, Your Organization must provide us with current, complete, accurate and authorized credit card or other approved payment method information. Your Organization agrees to promptly notify us of any changes to the provided payment method while the Business Plan remains outstanding. Your Organization authorizes us to charge the provided payment method for the selected Business Plan. We will charge Your Organization for the initial subscription period at the time of purchase or shortly after purchase. We will charge Your Organization for renewal periods on a recurring basis, at the beginning of each renewal subscription period, until such time that Your Organization cancels. Your Organization understands that failure to pay any Fees or other charges may result in the suspension or cancellation of the Business Plan.
3. Termination of Use
If Your Organization violates any provision of these Terms, the right of Your Organization and Authorized Users to use the Service through Your Organization’s subscription will terminate automatically.
Your Organization may terminate its subscription at any time by contacting customer service at support@wisdomlabs.com. If Your Organization purchased its Business Plan via an App provider, Your Organization may also need to cancel its Business Plan with the App provider directly. Upon termination of Your Organization’s Business Plan, Your Organization remains obligated to pay all outstanding fees, if any, incurred prior to termination. Upon termination of Your Organization’s subscription, Authorized Users will, at a minimum, lose access to all premium content under Your Organization’s subscription, including any related usage data and user content, which will not be retrievable, and in some cases may permanently lose access to all content and data.
4. Modification of the Service
Because our Service is evolving over time, we may change or discontinue any features of the Service at any time and without notice, at our sole discretion. We also reserve the right to discontinue the Service at any time and without notice, in which case we will refund the unused portion of Your Organization’s prepaid subscription fees. Except as stated above, we will have no liability to you on account of any change to or discontinuation of the Service.
5. Indemnity
Your Organization agrees, at its own expense, to defend and indemnify Wisdom Labs and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every damage, loss, cost or other liability (including reasonable attorneys’ fees and costs) arising from any third party demand or claim relating to or in any way connected with Your Organization’s violation of these Terms.
Wisdom Labs agrees, at its own expense, to defend and indemnify Your Organization and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every damage, loss, cost or other liability (including reasonable attorneys’ fees and costs) arising from any third party demand or claim based on any infringement, violation, or misappropriation by the use of the Services (in compliance with these Terms and the applicable Individual Terms of Use) of any intellectual property right of any third party.
Each indemnified party (Your Organization or Wisdom Labs, as applicable) will (a) promptly notify the indemnifying party in writing regarding any facts that may give rise to a claim for indemnification under these Terms (provided that any delay in notification will not relieve the indemnifying party of its obligations hereunder except to the extent that it is actually prejudiced by such delay); (b) provide the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (c) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party’s approval of any such settlement, which approval will not be unreasonably withheld or delayed.
6. Warranties and Disclaimers
We warrant to Your Organization that (a) the Service as delivered to Authorized Users will conform in all material respects with its description and be of reasonably satisfactory quality; (b) we will use reasonable skill and care in making the Service available to Authorized Users during Your Organization’s subscription; (c) we will use reasonable endeavors to remedy any defects in the Service; and (d) our Privacy Policy, the current version of which can be found at the following URL: https://wisdomlabs.com/privacy-policy/, accurately describes our policies with respect to our collection, use, storage and disclosure of Authorized Users’ personal information. Your Organization understands and agrees that the Service is not intended or designed to diagnose, prevent, or treat any condition or disease, to assess the state of any Authorized User’s health, or to be a substitute for professional medical care. Not all features of the Service are suitable for everyone. The Service is not intended to be used while driving or performing other tasks that require attention and concentration.
Except for the limited warranties set forth above, (a) the Service and all Service Content available through the Service are provided “as is,” without warranty of any kind; (b) we disclaim all warranties of any kind, whether express or implied, including (i) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement and (ii) any warranty arising out of course of dealing, usage, or trade; and (c) we do not warrant that the Service will meet Your Organization’s or Authorized Users’ requirements or will be available on an uninterrupted, secure, or error-free basis.
No advice or information, whether oral or written, obtained by Your Organization or Authorized Users from the Service or any Service Content will create any warranty that is not expressly stated in these Terms. Your Organization and Authorized Users assume all risk for any damage that may result from use of or access to the Service, dealings with any other Service user, and any Service Content.
Some jurisdictions may prohibit a disclaimer of warranties and Your Organization may have other rights that vary from jurisdiction to jurisdiction.
7. Limitation of Liability
Except as provided in the third paragraph of this Section 7, in no event will either Wisdom Labs or Your Organization be liable to the other party 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 Organization’s or Authorized Users’ access to or use of, or inability to access or use, the Service or any Service Content, or otherwise arising out of or relating to these Terms, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not the party has been informed of the possibility of damage.
Except as provided in the third paragraph of this Section 7, the aggregate liability of each of Wisdom Labs and Your Organization to the other party for all claims arising out of or relating to the access or use of or any inability to access or use the Service or any Service Content, or otherwise arising out of or relating to these Terms, whether in contract, tort, indemnity, or otherwise, is limited to the amount paid or payable by Your Organization to Wisdom Labs for access to and use of the Service in the 12 months prior to the events or circumstances giving rise to claim.
The foregoing limitations of liability do not apply to the indemnification obligations of the parties under Section 5 of these Terms, and do not apply to any breach by Your Organization of the license restrictions in Section 1 of these Terms or of Your Organization’s obligation to pay the Fees for the Service.
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 foregoing limitation of liability will apply even if any limited remedy fails of its essential purpose.
8. 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 Your Organization 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.
9. General
These Terms, together with any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between Your Organization and Wisdom Labs regarding the subject matter of these Terms. Except as expressly permitted above, these Terms may be amended only by a written amendment entered into by both parties to these Terms. Your Organization may not assign or transfer these Terms or its rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect a party’s right to require performance at any other time after that, nor will a waiver by a party of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, all provisions of these Terms, except Authorized Users’ right to use the Service, along with any other accompanying agreements, will survive. Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
10. Dispute Resolution and Arbitration
Generally
In the interest of resolving disputes between Your Organization and Wisdom Labs in the most expedient and cost effective manner, Your Organization 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. Your Organization understands and agrees that, by entering into these Terms, Your Organization and Wisdom Labs are each waiving the right to a trial by jury or to participate in a class action.
Exceptions
Despite the agreement above to resolve disputes by binding arbitration, 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..
Arbitrator
Any arbitration between Your Organization 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.
Notice
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:
Wisdom Labs
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, Your Organization or Wisdom Labs may commence an arbitration proceeding.
No Class Actions
Your Organization and Wisdom Labs agree that each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both Your Organization 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.
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, Your Organization 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.
Enforceability
If the above prohibition on class actions is found to be unenforceable, then parties agree that the exclusive jurisdiction and venue described in Section 8 (Governing Law) will govern any action arising out of or related to these Terms.
11. Contact Information
The Service is offered by Wisdom Labs, Inc., located at 201 Post St. Ste. 200, San Francisco, CA 94108. Your Organization may contact us by sending correspondence to that address or by emailing us at support@wisdomlabs.com.
