WisdomFactory23
Our Program: Licensed or Non- Licensed Professional “”, “LPs, NLP” or “Consultants”) to connect with users seeking skills, information and advice (the “Knowledge Receivers”, “KRs” or “Clients”).
Licensed or Non- Licensed Professional “”, “LPs, NLP” or “Consultants”) reputation and status. Rating reviews are completed at end of sessions, so the Knowledge Receivers”, “KRs” or “Clients”). and Licensed or Non- Licensed Professionals “”, “LPs, NLP” or “Consultants”) rate each other.

Licensed Professional gain account statuses (Levels) based on their performance and reputation. Advanced levels provide Knowledge Receivers”, “KRs” or “Clients”). with benefits, including offering services for higher prices.
Poor Rating, breaking rules and guidelines will be monitor daily. This can lead to account profile termination.

Table of Contents

  1. WisdomFactory23 Services
  2. Register
  3. Display and Search
  4. Book
  5. Advise
  6. Pay
    A. The AP Fee
    B. TheWisdomFactory23 Fee
  7. Non-Disclosure of Information
  8. Communications
  9. User Content and Licenses
  10. Disclaimer
  11. Limitation of Liability
  12. Indemnification
  13. Termination
  14. Legal Jurisdiction and Dispute Resolution
  15. General
  16. WisdomFactory23 Services

1.1 The www.WisdomFactory23 Site and Application is an online platform which provides opportunities for LP-NLP Providers seeking to provide experience and knowledge , information and advice to connect with Knowledge Receivers seeking experience and knowledge , information and advice. WisdomFactory23 Services provided through the Site or Application include:

Display – The Platform enables Licensed Professional and Non -Licensed Professional Providers (e.g. business consultants) to create profiles that display their skills, areas of expertise, hourly rates, set WisdomFactory23 Program rate, hourly availability, and language proficiencies.

Search – Knowledge Receivers can use the Platform’s search functionality to find Licensed or Non- Licensed Professional who have the requisite skills, areas of expertise, hourly or set program rates, hourly availability, and language proficiency they are looking for.

Book – Through the Platform’s scheduling functionality, Knowledge Receivers can book 30 (thirty) minute sessions (or longer sessions in 30 (thirty) minute increments) with Licensed or Non- Licensed Professional who have the requisite skills and available hours (calendar invitations and meetings links are sent when bookings are made);

Advise – The Platform provides a multi-functional infrastructure through which the online advice sessions between the Licensed or Non- Licensed Professional and Knowledge Receiver takes place which includes video, online chat, VoIP, file upload and screen sharing functionality (the “Online Consultations”); and Extra Protection (non-view option) Privacy Name.

Pay – Payments for the’ Licensed or Non- Licensed Professional services are collected through the Platform’s payment and billing functionality. WisdomFactory23 will release funds deposited in a Freelancer account. Freelancer can request disbursement of available funds any time after 7 days basis after satisfactorily delivering the agreed-upon services.
The Site and the Site Services operate in U.S. Dollars. If a User’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that we, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars.

1.2 WisdomFactory23 makes the Site and Application available to Licensed or Non- Licensed Professional to display their profiles and Knowledge Receivers to search for suitable Licensed or Non- Licensed Professional. We do not actively introduce Licensed or Non- Licensed Professional and Knowledge Receivers to each other, nor do we act as a broker between the Licensed or Non- Licensed Professional and Knowledge Receivers.

1.3 Users do not have the authority to enter into any agreements (whether written, oral, or otherwise), expressly or implicitly, on behalf of WisdomFactory23. For the sake of clarity, no partnership, joint venture, or agency is created between users by agreeing to these Terms.

1.4 WisdomFactory23 does not provide any guarantee that by using the Platform a Licensed or Non- Licensed Professional will be engaged by Knowledge Receivers.

1.5 Although we use reasonable skill and care in performing our Services we will not verify if, and cannot guarantee that, all information supplied on WisdomFactory23 Platform is accurate, complete or correct, nor can we be held responsible for any errors (including manifest and typographical errors), any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our Site, Application or Platform or otherwise), inaccurate, misleading or untrue information or non-delivery of information.

1.6 WisdomFactory23 reserves the right, in its sole discretion, to refuse, suspend or revoke access to our Site, Application or Services where false information is provided or information is provided which otherwise violates these Terms.WisdomFactory23 may, in this regard, perform background checks on any information provided by users, including but not limited to verification of value-added tax (“VAT”) numbers, personal information, professional credentials or any areas of expertise or skills listed by Licensed or Non- Licensed Professional in their profiles.

Register

2.1 Users must register an Account to use the Site, Application or Services. By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. WisdomFactory23LLC, reserves the right to decline a registration to join WisdomFactory23 or to add an Account of any type (i.e., as a Client or Freelancer), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to WisdomFactory23 and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

2.2 WisdomFactory23 Services are intended to be used by Licensed or Non- Licensed Professional for business purposes only and not for personal or domestic purposes.

2.3 Users registering an Account in their individual capacity, including as self-employed individuals or sole proprietors, must be 18 years and older to register an account.

2.4 Users registering an Account on behalf of a registered business, company, partnership (whether incorporated or not) or any other legal entity or agency must comply with all licensing or registration requirements relevant to their business entity.

2.5 When registering and creating an Account, users provide us with user data and information, including contact information (company name, personal name and surname, physical and email addresses, etc.) and information on skills, level or fields of expertise, qualifications, hourly rates and availability. By providing this information, users expressly provide us permission to publish this user data and information for purposes of making Licensed or Non- Licensed Professional listings available to Knowledge Receivers.

2.6 User agrees to provide true, accurate, and complete information when registering their profiles.

2.7 Users may not register for more than one account unless prior written permission has been obtained from WisdomFactory23.

2.8 Users are responsible for safeguarding their usernames and passwords and keeping this information confidential always.

Display and Search

3.1 WisdomFactory23LLC, makes no representations about, nor do we guarantee, the truthfulness, accuracy, credibility or integrity of any information provided or maintained by Licensed or Non- Licensed Professional on the Platform, including but not limited to information about Licensed or Non- Licensed Professional ’ commercial background, skills, level or fields of expertise, proficiency, qualifications, hourly rates and availability or any other information that is listed or displayed on our Site or Application by Licensed or Non- Licensed Professional .

3.2 We furthermore make no representations about, nor do we guarantee, the ability, reliability, or capability of the Licensed or Non- Licensed Professional to provide advice on the areas of expertise or skills listed in their profiles.

3.3 We are not required to, nor do we, verify information provided by the users of the Platform. No background checks are required to be performed by us on any users registered on the Site or Application. We recommend that Knowledge Receivers only book Online Consultations with Licensed or Non- Licensed Professional after carefully and thoroughly reviewing their profiles and whose skills and experience have been verified through the Knowledge Receiver’s own research or investigations.

3.4 Licensed or Non- Licensed Professional are provided access to an Licensed or Non- Licensed Professional Account with a calendar and profile section on the Platform where they take responsibility for updating all skills, rates, hourly availability, and other information that is displayed on the Platform.

Book

4.1 By scheduling an Online Consultation with a Licensed or Non- Licensed Professional through the Platform, the Knowledge Receivers enters a direct, legally binding, contractual relationship with the Licensed or Non- Licensed Professional with whom an Online Consultation has been scheduled. WisdomFactory23 LLC. merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. WisdomFactory23 does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and WisdomFactory23 is not a party to that Service Contract.

4.2 WisdomFactory23LLC, acts solely as an intermediary between the Knowledge Receivers and the Licensed or Non- Licensed Professional , transmitting the details of the Knowledge Receiver’s booking to the relevant Licensed or Non- Licensed Professional and sending a calendar invitation e-mail on behalf of the Licensed or Non- Licensed Professional . This calendar invitation e-mail contains the Online Consultation meeting details, including the electronic link which the Knowledge Receivers should click on to attend the session.

Advise

5.1 WisdomFactory23 is not a party to the transaction between the Licensed or Non- Licensed Professional and the Knowledge Receivers. Users agree to be bound by the provisions contained in these Terms that relate directly, or indirectly, to the Online Consultations, including but not limited to our Code of Conduct, Privacy Policy and Trust and Safety Policy. Users can agree that additional or different terms should apply to their contractual relationship, provided that these additional or different terms are not in conflict with the Terms or affect WisdomFactory23’s rights and obligations in any way.

5.2 Licensed or Non- Licensed Professional act in their own, independent, capacity during Online Consultations and remain solely responsible for any services rendered during the Online Consultations.

5.3 The approaches, methods and processes followed by Licensed or Non- Licensed Professional during Online Consultations are determined and controlled solely by the Licensed or Non- Licensed Professional. Licensed or Non- Licensed Professional are independent service providers using the Site or Application to market their skills, information, and services to Knowledge Receivers. Licensed or Non- Licensed Professional are not employees or agents of WisdomFactory23. We do not in any way supervise, direct or control the Licensed or Non- Licensed Professional ’ service and make no representations about, and do not guarantee, the standard, quality, accuracy or legality of the advice provided by the Licensed or Non- Licensed Professional during Online Consultations. Knowledge Receivers, in their sole discretion, should consider whether advice provided by Licensed or Non- Licensed Professional through the Platform is correct, accurate, suitable, and usable.

5.4 It remains the sole responsibility of the Knowledge Receivers to ensure that he/she is available on the date and time of the scheduled Online Consultation, have sufficient Internet access and speed to allow for the successful execution of the Online Consultation, and to ensure that his surroundings and infrastructure (including computer hardware, video and VoIP functionality, software etc.) allow for the successful execution of the Online Consultation.

5.5 Users are solely responsible, and assume all liability, for determining whether Licensed or Non- Licensed Professional provide their services as independent contractors or employees of the Knowledge Receivers. WisdomFactory23 Services may not be used to circumvent any payroll tax, employees’ tax, or employment law obligations.

5.6 Please also refer to our User Code of Conduct for more detail on the Terms which apply specifically to the services provided during Online Consultations through the Platform.

Pay

6.1 WisdomFactory23 provides payment services to users in respect of the Online Consultations, including payment collection via credit card and payout services (the “Payment Services”).

6.2 Users agree to provide true, accurate, current, and complete information relating to the Payment Services and to keep this information up to date always. Users are solely responsible for the accuracy and completeness of information provided in respect of the Payment Services, including:

6.2.1 Payout service information provided by Licensed or Non- Licensed Professional, including address, name of account holder, bank name, bank account number or IBAN.
6.2.2 Payment collection service information provided by Knowledge Receivers, including card holder name, card number, expiration date and CVV.

6.3 Users authorize WisdomFactory23LLC, to collect Payment Service information for purposes of collecting payments and making payouts. WisdomFactory23LLC, do not store any payment related data and entrust third-party payment service providers to store your data securely. We will not be responsible for any loss suffered by any user as a result of inaccurate or incomplete information provided in respect of the Payment Services.

6.4 The Payment Services involves the use of third-party payment service providers which are subject to different terms and conditions (the Platform may contain links to these services providers). We are not responsible or liable for the services provided by any third-party payment service providers and do not endorse or guarantee any third-party payment services. The third-party service providers may in certain instances charge additional fees when processing payments and payouts in connection with the Payment Services.WisdomFactory23LLC, is not responsible or liable for such fees and disclaims all liability in this regard. Users are encouraged to review the terms and conditions applicable to third-party payment services before using the Payment Services.

6.5 We reserve the right to modify the Terms relating to our Payment Services and will provide notice of any material modifications or changes made via the email address specified in your Account at least thirty (30) days prior to the date the modified Terms become effective. Any user which disagrees with the modified Terms relating to our Payment Services may terminate this Agreement with immediate effect. Continued use of WisdomFactory23 Services, including the Payment Services, after the date the modified Terms become effective will constitute acceptance of the revised Terms.

A. The AP Fee

General

6.6 A fee will be due and payable by the Knowledge Receivers to any Licensed or Non- Licensed Professional in respect of any online consultation booked and successfully completed via the Platform (“the AP Fee”).

6.7 The AP Fee due and payable in respect of an online consultation will be calculated by multiplying the Licensed or Non- Licensed Professional ’s rate per hour, as displayed in the Licensed or Non- Licensed Professional ’s profile at the time of booking, by the number of consecutive hours booked for the online consultation.WisdomFactory23 does not set the hourly rates as displayed in the Licensed or Non- Licensed Professional ’ profiles. These hourly rates are highly competitive and are set and maintained by the Licensed or Non- Licensed Professional.

6.8 The total amount to be paid by the Knowledge Receivers , for the online consultation, inclusive of the AP Fee and any VAT or other taxes that may apply, will be displayed during the booking process (the “Total Amount”). Once the quotation has been accepted, the Knowledge Receivers will be prompted to make a pre-authorized payment via our third-party providers, Stripe Terms in English , Stripe Terms , or such other payment methods as may be listed from time to time in these Terms. Successful pre-authorization secures Licensed or Non- Licensed Professional ’s funds as the pre-authorization renders the balance as unavailable on a Knowledge Receivers ’s card until the outcome of the consultation is known.

6.9 Upon successful completion of a pre-authorization on the relevant credit card, the booking will reflect on the Licensed or Non- Licensed Professional ’s dashboard and WisdomFactory23 calendar. The booking will also reflect on the Knowledge Receivers ’s dashboard. A booking confirmation email will be sent to the Knowledge Receivers and the Licensed or Non- Licensed Professional with a meeting invite for the online consultation. The online consultation can be accessed by users via their dashboards or via the meeting invite contained in the booking confirmation email.

Collection of AP Fee

6.10 WisdomFactory23 will collect the Total Amount on behalf of the Licensed or Non- Licensed Professional from the Knowledge Receivers on the successful completion of the Online Consultation. For the avoidance of doubt, an Online Consultation will be considered to have been successfully completed where 1) the Licensed or Non- Licensed Professional and Knowledge Receivers have successfully joined the Online Consultation within 10 minutes from the start of the session, and 2) no fatal technical failure was detected by our system during the session.

6.11 Knowledge Receivers authorize WisdomFactory23 to charge their credit cards for the Total Amount due, as displayed during the booking process, either directly or via third-party service providers.

6.12 All collections and payouts will be made in USA Dollars.

Cancellations and No-Shows

6.13 No AP Fee will be collected from the Knowledge Receivers if the Online Consultation is cancelled by either the Knowledge Receivers or Licensed or Non- Licensed Professional via the Site or Application prior to the commencement of the Online Consultation which, for the avoidance of doubt, will be the start time of the Online Consultation as displayed in the booking.

6.14 No AP Fee will be collected in the event of a no-show by the Licensed or Non- Licensed Professional. A no-show by the Licensed or Non- Licensed Professional occurs where the Licensed or Non- Licensed Professional fails to log into the Online Consultation session within 10 minutes from the Online Consultation’s starting time.

6.15 The Total Amount will be collected in the event of a no-show by the Knowledge Receivers. A no-show by the Knowledge Receivers occurs where the Licensed or Non- Licensed Professional has successfully logged into the Online Consultation session, but the Knowledge Receivers fails to log into the Online Consultation session within 10 minutes from the Online Consultation’s starting time.

6.16 No AP Fee will be collected in the event where both the Licensed or Non- Licensed Professional and the Knowledge Receivers fail to successfully log into the Online Consultation session within 10 minutes from the start of the Online Consultation.

6.17 No AP Fee will be collected in the event that the Online Consultation cannot commence or is critically interrupted due to a technical error attributable to the Platform.WisdomFactory23 will not be held liable for any technical or infrastructure failures on the part of either the Licensed or Non- Licensed Professional or Knowledge Receivers . We monitor our systems and do our utmost to ensure their technical and functional usability. No penalty will be payable by WisdomFactory23 to either the Licensed or Non- Licensed Professional or Knowledge Receivers in the event of any technical of infrastructure failures attributable toWisdomFactory23. In this instance the Knowledge Receivers will be refunded the full amount.

6.18 No refunds will generally be made once the Total Amount has been collected from the Knowledge Receivers. Requests for refunds can be made by contacting theWisdomFactory23 support team at support@wisdomfactory23.com. Where a refund application has been approved, the Knowledge Receivers will be refunded the full amount charged less any applicable transaction costs.

Taxes and Invoicing

6.19 An invoice for the AP Fee is generated by the Platform as part of the payment process upon successful completion of the Online Consultation. Invoices and confirmation of payments made can be accessed via user accounts.

6.20 The Licensed or Non- Licensed Professional will be solely responsible for 1) determining the necessity of or confirming that formal invoices have been issued correctly, 2) determining whether the Licensed or Non- Licensed Professional , or WisdomFactory23, are required by law to remit any VAT or other similar taxes applicable to the Online Consultation to the relevant authorities and remitting any such taxes to the appropriate authorities on behalf of itself or WisdomFactory23, as appropriate and 3) determining whetherWisdomFactory23 is required by any law to withhold any amount of the AP Fee and for notifyingWisdomFactory23 of any such requirement and indemnifying WisdomFactory23 for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest), either byWisdomFactory23, at our sole discretion, offsetting the relevant amount against a future payment of AP Fees to the Licensed or Non- Licensed Professional or the Licensed or Non- Licensed Professional reimbursing WisdomFactory23 for the applicable amount.

6.21 The VAT or other similar taxes, as calculated in respect of the AP Fee, included in the booking quotation and displayed on the invoices generated by the Platform, will be calculated in accordance with rules and assumptions on international tax regulations. These rules and assumptions do not constitute tax advice and Licensed or Non- Licensed Professional remain solely responsible for determining any applicable tax or tax reporting requirements relating to the AP Fee in consultation with their tax advisors.

6.22 WisdomFactory23 will have no responsibility whatsoever for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the AP Fee to the necessary authorities.

6.23 It remains the responsibility of the Licensed or Non- Licensed Professional to ensure that any invoices required in respect of the AP Fee are correct and that the correct amount of VAT or other similar taxes have been charged on the AP Fee and are remitted to the appropriate authorities. The Licensed or Non- Licensed Professional must inform WisdomFactory23 within 2 working days from receipt of the invoice if any invoice generated by the platform is incorrect, or has been incorrectly issued, or the VAT or other similar taxes have been incorrectly included or excluded by sending an email to support@wisdomfactory23.com Transactions will not be reversed or corrected, nor will any credit notes or new or additional invoices be issued by the Platform where a Licensed or Non- Licensed Professional fails to notify WisdomFactory23 within 2 days from the receipt of an invoice that such invoice is incorrect or has been incorrectly issued, or the VAT or other similar taxes have been incorrectly included or excluded. For the avoidance of doubt, an invoice will be deemed to have been received from the moment it is accessible via the Licensed or Non- Licensed Professional’ booking history.

6.24 In the event of an audit ofWisdomFactory23LLC, Licensed or Non- Licensed Professional agree to promptly cooperate with WisdomFactory23LLC, and provide copies of their tax returns and other documents as may be reasonably requested for purposes of such audit.

B. WisdomFactory23 Fee

General

6.25 In consideration for theWisdomFactory23 Services, we charge Licensed or Non- Licensed Professional a fee (the “ Fee”), Wisdom Factory 23 calculated as a fixed percentage of the AP Fee collected on behalf of the Licensed or Non- Licensed Professional . The percentage currently used for calculating the WisdomFactory23 fee is twenty percent (20%). TheWisdomFactory23 Fee is deducted from the AP Fee payable to the Licensed or Non- Licensed Professional in respect of the Online Consultation.

6.26 After deducting the applicable WisdomFactory23 Fee, we will remit the balance of the AP Fee, and any VAT or other taxes collected on the Licensed or Non- Licensed Professional ’s behalf, to Licensed or Non- Licensed Professional via our third-party providers, [STRIPE Terms in English , STRIPE Terms ], or such other payment methods as may be listed from time to time in these Terms. The balance of the AP fee will be remitted to Licensed or Non- Licensed Professional once their documents have been successfully verified by STRIPE to qualify for a payout.

Cancellations and No-Shows

6.27 The WisdomFactory23 Fee will only be charged where the AP Fee is collected from the Knowledge Receivers as per paragraph 8A above.

Taxes and Invoicing

6.28 An invoice for theWisdomFactory23 Fee is generated by the Platform as part of the payment process upon successful completion of the Online Consultation and remittance of the AP Fee. Invoices and confirmation of payments made can be accessed via the Licensed or Non- Licensed Professional’ booking history.

6.29 The AP Fee may be subject to VAT or other similar taxes depending on the laws of the Licensed or Non- Licensed Professional ’s jurisdiction.

Non-Disclosure of Information

7.1 WisdomFactory23 provides multi-functional infrastructure through which the Online Consultations between users takes place. We are not required to, nor do we, take any responsibility whatsoever for the safeguarding of information or data, including sensitive information (such as non-public, confidential or other sensitive information), disclosed by any user during Online Consultation facilitated by the Platform. As such we are not required to, nor do we, take any responsibility whatsoever for ensuring that information and data, including sensitive information, disclosed during an Online Consultation is not disclosed by users to anyone else after the conclusion of the Online Consultation.

7.2 By accepting these Terms, users agree to be bound by the provisions of our User Code of Conduct, and as such, agree to act in a professional manner, agrees to ensure that non-public information and data shared during an Online Consultation remains non-public and agrees to ensure that sensitive information is protected at all times before, during and after Online Consultations. Users who wish to enter into formalised non-disclosure agreements prior to the disclosure of information and data during an Online Consultation, may do so by uploading, completing and electronically signing their non-disclosure agreements at the commencement of the Online Consultation.

Communications

8.1 All notices to WisdomFactory23 intended to have a legal effect must be in writing and delivered either (a) in person, (b) by a means evidenced by a delivery receipt, to the following via email to corporate@wisdomfactory23.com All such notices are deemed effective upon receipt by WisdomFactory23LLC.

  1. User Content and Licenses

User Content

9.1 WisdomFactory23 enables, in its sole discretion, users to create, upload or post content, including but not limited to text, photos, video or any other information (“User Content”), for purposes of creating and maintaining their User profiles.

9.2 Users retain all ownership rights in any User Content created, uploaded, posted on, or provided to us via, theWisdomFactory23 Site, Application or Platform, including any copyright rights attached to any copyrightable User Content.

9.3 By creating, uploading, posting or providing User Content, users grant us, to the extent permitted by applicable law, a non-exclusive, royalty-free, sub-licensable, worldwide license to use, copy, reproduce, process, adapt, modify, publish, translate, distribute, publicly display of all such User Content for use in connection with the WisdomFactory23 Site, Application or Platform, subject to our Privacy Policy.

9.4 You represent and warrant that you own the User Content created, uploaded or posted by you on the WisdomFactory23 Site, Application or Platform, including any copyright rights attached to any copyrightable User Content, or otherwise have the right, power and authority to create, upload or post the User Content on the WisdomFactory23 Site, Application or Platform.

9.5 You further represent and warrant that you have the right, power and authority to grant the licenses specified above and that by creating, uploading, posting or providing such User Content you will not violate third-party rights of any kind, including but not limited to, Intellectual Property and Privacy Rights.

9.6 You also hereby grant each user a non-exclusive license to access your User Content through theWisdomFactory23 Site, Application or Platform and to use such User Content to the extent permitted through the normal functionality of theWisdomFactory23 Site, Application or Platform and subject to Our policies, including our Code of Conduct and Privacy Policy.

9.7 Notwithstanding the foregoing paragraphs, we will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide the WisdomFactory23 Services.

9.8 The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site or Application, except that you grant us the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

9.9 You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). Any Ideas you submit to us will be considered non-confidential and non-proprietary to you. By submitting any Ideas, you agree that your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place us under any obligation. You further agree that we are free to use the Ideas without any additional compensation to you.

Software License

9.10 Unless stated otherwise, the software required for, or available on or used by, theWisdomFactory23 Site, Application, Platform and Services, is owned by WisdomFactory23LLC. The WisdomFactory23 Site, Application, Platform and Services and any user orWisdomFactory23 content may be protected by copyright and trademark laws in the European Union and other countries.WisdomFactory23, and any licensor or authorizing third-party, are the owners of theWisdomFactory23 Site, Application, Platform and Services and anyWisdomFactory23 content, including the intellectual property rights associated with it. TheWisdomFactory23 logos and names are trademarks of WisdomFactory23 and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.

9.11 Subject to your compliance with these Terms, WisdomFactory23 grants you, a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to access and use the WisdomFactory23 Site, Application and Platform solely in connection with your use of theWisdomFactory23 Services.

9.12 You must not access (or attempt to access) theWisdomFactory23 Site by any means other than the interface provided, and you will not use information from theWisdomFactory23 Site for any purposes other than the purposes for which it was made available.

9.13 You agree not to use theWisdomFactory23 Site for offering any goods or services other than Licensed or Non- Licensed Professional Services as permitted by this Agreement.

9.14 You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site, Application or Services unless expressly permitted by applicable law.

Disclaimer

10.1 Users use the Site, Application, Platform andWisdomFactory23 Services at their own risk. TheWisdomFactory23 Site, Application, Platform and Services is provided “as is”, without any warranty of any kind, either express or implied.

10.2 Users understand and acknowledge thatWisdomFactory23 will not be held liable for any loss or damage caused by any reliance on the skills, information or advice accessed or provided during Online Consultations or otherwise, through theWisdomFactory23 Site, Application, Platform and Services.WisdomFactory23 is not responsible for, and expressly disclaims, any and all liability related to any skills, information or advice provided or accessed during Online Consultations or otherwise, through theWisdomFactory23 Site, Application, Platform and Services.

10.3 WisdomFactory23 cannot be held liable for any advice provided by any Licensed or Non- Licensed Professional during Online Consultations or otherwise, and you agree to freeWisdomFactory23 of any liability whatsoever as far as the advice provided and any consequences resulting from it.

10.4 Users understand and acknowledge thatWisdomFactory23 does not have an obligation to conduct background checks on any Users, but may, in its sole discretion, conduct such background checks, to the extent permitted by applicable law.

10.5 WisdomFactory23 makes no warranty:

10.5.1 that theWisdomFactory23 Site, Application, Platform and Services will be available on an uninterrupted, secure, or error-free basis;
10.5.2 that any advice or services received via theWisdomFactory23 Site, Application, Platform and Services is correct, accurate, complete, reliable, suitable, usable and meets Users’ requirements; and
10.5.3 regarding the quality of any advice or services received via theWisdomFactory23 Site, Application, Platform and Services.

Limitation of Liability

11.1 Users acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of theWisdomFactory23 Site, Application, Platform, and Services, including Online Consultations or any other contact with other Users, remains with You.

11.2 Except for any liability in relation to the breach of any implied condition, warranty or guarantee in this agreement, the exclusion of which would contravene the law or cause any part of this agreement to be void (“the Excluded Conditions”), and to the extent permitted by law,WisdomFactory23 disclaims all liability for any loss or damage, whether actual, special, direct, indirect or consequential, of any kind, including but not limited to loss of income, revenue or profits, loss of data, loss of goodwill or reputation, loss of production or interruption of services, arising out of or in connection with any Online Consultations or other transactions between Knowledge Receivers and Licensed or Non- Licensed Professional .

11.3 Except for any liability in relation to the breach of any Excluded Condition, and to the extent permitted by law,WisdomFactory23 disclaims all liability for any loss or damage, whether actual, special, direct, indirect or consequential, of any kind, including but not limited to loss of income, revenue or profits, loss of data, loss of goodwill or reputation, loss of production or interruption of services, arising out of or in connection with any transactions between Users and any third-party service providers used as part of forming part of theWisdomFactory23 Site, Application, Platform, and Services.

11.4 Except for instances of gross negligence, willful misconduct or any liability in relation to the breach of Excluded Conditions,WisdomFactory23’s liability arising out of or in connection with these terms or from the use, or inability to use, by a User of theWisdomFactory23 Site, Application, Platform, and Services shall not exceed the amount the User has paid in the twelve (12) month period preceding the event or incident giving rise to the liability. Certain jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages; the limitations of damages set forth above may therefore not apply to all Users.

Indemnification

12.1 Users agree to release, indemnify, and holdWisdomFactory23 and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with 1) access to or use of theWisdomFactory23 Site, Application, Platform, and Services, 2) breach of these Terms, 3) the improper use of theWisdomFactory23 Site, Application, Platform, and Services, 4) any interaction between Users and 5) Users’ reliance on any information exchanged via theWisdomFactory23 Site, Application, Platform, and Services.

Termination

13.1 Either Users or WisdomFactory23LLC may terminate Users’ accounts or this Agreement at any time for any reason.

13.2 Third Party Services are subject to Third Party Service provider terms and conditions.

13.3 Sections 8 (Pay), 13 (Limitation of Liability), 14 (Indemnification) and 16 (Legal Jurisdiction and Dispute Resolution) and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.

13.4 If a User account or this Agreement is terminated for any reason, the user may not without WisdomFactory23’s consent (in its absolute discretion) create any furtherWisdomFactory23 accounts.

  1. Legal Jurisdiction and Dispute Resolution

14.1 To the extent permitted by law, this Agreement and the provision of our Services shall be governed by and construed in accordance with United States law and any dispute arising out of this Agreement and our Services shall exclusively be submitted to the competent courts in New Mexico United States.

14.2 This choice of law does not impact users’ rights as consumers according to the consumer protection regulations of their countries of residence. If a user is acting as a consumer, the user agrees to submit to the non-exclusive jurisdiction of the courts. Judicial proceedings that you can bring against us arising from or in connection with this Agreement may only be brought in a court located in New Mexico USA or a court with jurisdiction in your place of residence. If we wish to enforce any of our rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the courts in New Mexico USA

General

15.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement betweenWisdomFactory23 and users pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements betweenWisdomFactory23 and users in relation to the access to and use of theWisdomFactory23 Platform, Site, Application and Services.

15.2 No joint venture, partnership, employment, or agency relationship exists between users and WisdomFactory23 as a result of this Agreement or the use of theWisdomFactory23 Site, Application, Platform, and Services.

15.3 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement.

15.4 If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.5 WisdomFactory23’s failure to enforce any right or provision in this Agreement will not constitute a waiver of a future enforcement of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative ofWisdomFactory23. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.

15.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder withoutWisdomFactory23’s prior written consent. We may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at our sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

15.7 If you reside in the EU you can access the European Commission’s online dispute resolution platform here: http://ec.europa.eu/consumers/odr.
For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that WisdomFactory23 will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.


If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct WisdomFactory23, WisdomFactory23 Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least ten business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting WisdomFactory23 or WisdomFactory23 Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
15.8 The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
15.9 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
WisdomFactory23 makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control.

You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.


In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Person Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services, and your license to use the Site or Site Services will be immediately revoked.


16.0 Nondiscrimination Agreement: WisdomFactory23’s mission is to create economic opportunities, so people have better lives. Key to our mission is that these opportunities should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, sex, gender, gender identity, sexual orientation, disability status, veteran status, marital status, or other similarly protected characteristics. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on WisdomFactory23 by any member of our community. We do not require Users to violate local laws or take actions that may subject them to legal liability. Users engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention at corporate@wisdomfactory23.com

Customer Information

Identity of the Provider: WisdomFactory23LLC
ADDRESS 530-B Harkle Road, Suite 100
Santa Fe, NM 87505
E-Mail: support@wisdomfactory23.com
Alternative dispute resolution:
Information regarding the conclusion of the contract

By placing our services in question on our website, we provide you with a binding offer to conclude a agreement subject to the conditions specified in the aforementioned terms and conditions.

The conclusion of the service agreement takes place via the website as follows:
The services agreement can be entered by registering for our services. You can select “REGISTER” using the appropriate buttons on the navigation bar.

After calling up the “REGISTER” page and entering the required personal data you can still make changes there at any time. By selecting the button “NEXT” you register for our services.

The conclusion of a contract with a Licensed or Non- Licensed Professional takes place via the website as follows:
You are not bound by your enquiries regarding the creation of an offer that have been conveyed to us. We supply you with a textual and binding offer (e.g. via e-mail), which you can accept within a period of 5 days.

The execution of the contract and the sending of all the details necessitated by the conclusion of the contract take place via e-mail, in a partially automated manner. Consequently, you must ensure that the e-mail address that you have deposited with us is the correct one, and that the receipt of the respective e-mails is guaranteed. In particular, you have to ensure that the respective e-mails are not blocked by a SPAM filter.
Requirements for product or service use
To use our services, you need a browser with HTML5 support and a stable internet connection. Without these conditions the use of the service is excluded.
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WISDOM FACTORY 23 COPYRIGHT April 2020

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