451 Wisegate, LLC Terms of Service

451 Wisegate, LLC (“Wisegate”) facilitates information sharing between senior-level business professionals (each a “Member”, and collectively the “Membership”) through a service consisting of: an online platform available via Web browser or mobile application (including all related content, the “Site”), published research and reports, Member calls and events, personal concierge services, and other related services that may be offered by Wisegate (unless otherwise specified at the time of purchase, the “Service”.) You (“You”, “Your”, or “User”) are an individual person who, as a seniorlevel business professional, has experience and opinions to render to Members.

These Terms of Service constitute a legally binding agreement between You and Wisegate, and shall govern Your use of the Service. Please read them carefully.

1.   License. Subject to all terms and conditions of these Terms of Service, Wisegate grants User a non-exclusive, non-transferable right and license (without right to sublicense) to access and use the Service solely for the benefit of User’s internal business purposes. The Site is made available to You solely as hosted by or on behalf of Wisegate, and nothing in these Terms of Service shall be construed to grant You any right to receive any copy of the Site or any software. Your access and use of the Service shall comply with all other conditions set forth in any agreement between You and Wisegate (such as, for example, any requirements regarding data formats, number of permitted users or prohibited uses); provided, however, that in the event of a conflict between such agreements and these Terms of Service, these Terms of Service shall control.

2.   Restrictions. You agree not to directly or indirectly (a) use the Service or any information gained therefrom to create any service, website, software or documentation that is similar to the Service, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Site or any Background Materials (meaning all ideas, inventions, tools, templates, forms, processes, algorithms, and other technologies and information that are used by Wisegate in providing the Service), (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Service in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify the Site or any Background Materials. You further agree not to misrepresent an affiliation with any person or organization; upload to or transmit on the Site any advertisements or solicitation of business; restrict or inhibit the use of the Site by other authorized Members ; upload or otherwise transmit files that contain a virus or corrupted data; use the Service in a manner that may create a conflict of interest, such as trading reviews with other business owners or writing or soliciting shill reviews.

3.  Service Levels. Wisegate will use commercially reasonable efforts to make the Site available to You 24/7; with the exception of regularly scheduled maintenance and deployment windows which typically last one hour or less per month. In the event the Site experiences an outage that is beyond Wisegate’s reasonable control that lasts greater than 24 consecutive hours, Your license may be eligible for extension for a period of time equal to the time that the Site is unavailable. 

4.   Personal Disclaimer. You agree that the information and opinions You express in connection with the Service or on any affiliated website are Your own and not those of any employer or third party.

5.   Eligibility and Verification. Access to the Service is restricted to eligible Members. To be eligible, a Member must currently hold (or formerly hold but be actively seeking) a senior level position within a non-vendor employer (i.e., a company that does not sell products or services to Members of Wisegate) (collectively, “Requirements”). You hereby certify that You currently meet all Requirements, and acknowledge that Your use of the Service may be terminated by Wisegate if You no longer meet the Requirements. You hereby authorize Wisegate to use all personal information You submit during registration, or provide on the Site, to verify Your ongoing eligibility. You represent and warrant that all personal information provided during registration or on the Site or in connection with the Service is true and accurate to the best of Your knowledge.

6.   Automatic Recurring Billing. You hereby authorize an automatic recurring payment to Wisegate from Your credit, debit, bank card, or via company check or wire for renewal of Your Wisegate subscription on a recurring basis. The amount and timing of recurring payment will be according to the terms of Your subscription plan provided to You in writing, electronically, or as described to You by Your Wisegate representative. A receipt will be made available following all automatic recurring payments. If Your payment is declined, You will be contacted by phone or email. Your access to the Service may be restricted until valid payment is received. You have the right to withdraw Your consent to this automatic recurring payment at any time, by contacting the Wisegate Membership Team.

7.   Confidential Information.

a. Confidential Information is all information or data, regardless of form, that is disclosed by any Member (the “Disclosing Party”) to Wisegate or another Member (the “Receiving Party”) through the Service, whether before or after the date of these Terms of Service, as well as all information and data generated by the Receiving Party that contains, reflects or is derived from the furnished information or data, whether or not marked as “Confidential” or “Proprietary.” 

b. Obligations of Receiving Party. Each Receiving Party agrees to use the Confidential Information solely for the purpose of participating in the Service and supporting such Receiving Party’s internal business decisions. Each Receiving Party will maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. No Receiving Party will disclose any Confidential Information outside the Membership other than for use in supporting such Receiving Party’s internal business decisions. Receiving Party will be liable for Receiving Party’s breach of its confidentiality obligations. The Receiving Party will not make any copies of or otherwise reproduce the Confidential Information except as necessary for use in supporting such Receiving Party’s internal business decisions, and all such copies and reproductions will also be deemed to be Confidential Information. 

c. Period of Confidentiality. The Receiving Party’s obligation of confidentiality with respect to each piece of Confidential Information shall be for a period of three (3) years from the date of receipt of the applicable Confidential Information. 

d. Exclusions. No Receiving Party will be liable for the disclosure of Confidential Information which (a) is or becomes generally known through no action or failure to act by the Receiving Party; (b) the Receiving Party knows at the time of disclosure; (c) a third party legitimately discloses to the Receiving Party; or (d) the Receiving Party independently develops without using Confidential Information. 

8.   User Data. You hereby grant Wisegate a non-exclusive, perpetual, irrevocable and royalty-free right and license to access, use, copy, process, modify, distribute, display and create derivative works of all information, data, site feedback and other content provided by You in connection with Your authorized use of the Service (“User Data”), solely for the purpose of providing the Service. Additionally, You agree that Wisegate may make User Data available, along with Your name and other identifying information provided by You in connection with the Service, to other Members, and such Member(s) may use, copy, modify and create derivative works of such User Data in connection with their authorized use of the Service (including any use of any results obtained by any Member through its authorized use of the Service (“Results”)) and their internal business purposes. You represent and warrant that (a) all User Data is true, accurate and reliable to the best of Your knowledge, and (b) You have all rights necessary to grant the right and license granted hereunder. You agree that (i) the Service depends on the availability of the User Data and (ii) Wisegate will not assume any responsibility for, or undertake to verify, the accuracy or completeness of any User Data. Wisegate reserves the right to remove any User Data from the Site in its sole discretion.

9.   Restricted Information. You agree not to disclose on the Site or in connection with the Service any information that You are bound to hold as confidential by any contractual or other obligation or that is prohibited from being reproduced under copyright or other intellectual property law rights (collectively, “Restricted Information”). User is responsible for determining what information constitutes Restricted Information. Neither Wisegate nor other Members shall be responsible for, and You agree to forever hold Wisegate and other Members harmless from, all damages or liabilities in connection with Your inadvertent or deliberate disclosure of Restricted Information. 

10.   Compiled Data and Reports. You acknowledge and agree that Wisegate is free to disclose aggregate measures of Service usage and performance. You further agree that (a) Wisegate shall have the right to compile and analyze User Data and Results (“Compiled Data”) and to prepare reports, studies, analyses and other work product resulting from such Compiled Data on an anonymous basis (“Reports”) and (b) Wisegate shall have exclusive ownership rights to, and the exclusive right to use, such Compiled Data and Reports for any purpose, including, but not limited to, marketing and promotion of networking opportunities to its Members and prospective Members; provided, however, that Wisegate shall not distribute Compiled Data and Reports in a manner that is identifiable as User Data without first obtaining Your prior written consent. 

11.  Third Party Sites. The Site may permit You to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When You access third party websites, You do so at Your own risk. Wisegate is not responsible for and does not endorse any such third-party content or sites. 

12.  Information; Member Interactions. The Service acts as a conduit for Members to exchange information. Wisegate has no obligation and does not screen any data, information or other content provided by any Member (“Information”) and has no control over such Information. Furthermore, Wisegate is not involved in any transactions between You and any other Member. As a result, You acknowledge that Your interactions with any other Member through the Service, and any terms, conditions, warranties or representations associated with such dealings, are solely between You and such other Member. YOU AGREE THAT WISEGATE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY COSTS, EXPENSES, LOSSES OR DAMAGES OF ANY SORT INCURRED BY YOU OR ANY THIRD PARTY AS THE RESULT OF ANY SUCH DEALINGS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER MEMBER, OR BETWEEN YOU AND ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT WISEGATE IS UNDER NO OBLIGATION TO BECOME INVOLVED. 

13.  WARRANTY DISCLAIMERS. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WISEGATE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, WISEGATE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WISEGATE MAKES NO WARRANTY (A) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUGFREE, (B) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICE, OR (C) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. 

14.  LIMITATION OF LIABILITY. IN NO EVENT SHALL WISEGATE (OR ITS SUPPLIERS) BE LIABLE TO YOU, OR ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU, CONCERNING THE SUBJECT MATTER OF THESE TERMS OF SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF $500, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. WITHOUT LIMITING THE FOREGOING, WISEGATE WILL NOT BE LIABLE FOR ANY FAILURES IN THE SITE OR ANY OTHER PROBLEMS WHICH ARE RELATED TO (1) THE USER DATA OR USER SYSTEMS, (2) ANY SATELLITE, TELECOMMUNICATIONS, NETWORK OR OTHER EQUIPMENT OR SERVICE OUTSIDE OF WISEGATE’S FACILITIES OR CONTROL, AND/OR (3) UNAUTHORIZED ACCESS, BREACH OF FIREWALLS OR OTHER HACKING BY THIRD PARTIES. 

15.  Export Controls. These Terms of Service are subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Service and its use. 

16.  Termination. These Terms of Service shall apply to Your use of the Service for as long as You continue to use the Service. Wisegate shall have the right, at any time, to immediately terminate Your use of the Service without prior notice or liability. You may terminate Your Terms of Service without cause at any time by notifying Wisegate of your termination and ceasing to use the Service. Upon termination of these Terms of Service: (a) You will immediately cease using the Service; (b) all payments due through the Term of Your subscription will be payable in full within thirty (30) days after such termination; and (c) the license provided in Section 1 shall immediately cease, however, the remainder of these Terms of Service (as in effect at the time You cease using the Site) shall survive expiration or termination.

17.  Updates. Wisegate may, from time to time, change or modify all or any part of these Terms of Service. Wisegate will notify Members at the time that any modification is made.. Your continued use of the Service following notification constitutes Your acceptance of such changes. 

18.  Miscellaneous. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law provisions thereof. The sole jurisdiction and venue for actions related to these Terms of Service will be the state or federal courts located in New York County, New York having jurisdiction over Wisegate’s principal office, and both parties irrevocably consent to the jurisdiction of such courts with respect to any such action. You agree that money damages will not be an adequate remedy if You breach these Terms of Service, therefore, Wisegate shall, in addition to any other legal or equitable remedies, be entitled to an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety. These Terms of Service constitute the entire understanding between the parties regarding the subject matter described herein, and supersede any previous communications, representations or agreements, whether oral or written, regarding such subject matter. No change or modifications of any of the terms or conditions hereof by You shall be valid or binding on Wisegate unless made in writing and signed by an authorized representative of Wisegate. Wisegate may change or modify any of the terms or conditions hereof from time to time by posting an amendment on the Site, such change or modification to become effective immediately upon posting. No provision of right, power or privilege under these Terms of Service shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of any party, its agents or employees, but only by an instrument in writing signed by an authorized representative of each party. If any provision of these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable. You may not assign or transfer any of Your rights or obligations hereunder without the prior written consent of Wisegate, and any such attempted assignment shall be void.