Last Updated, Dec 2022
Welcome to Wisk! Please read these Terms of Service (“User Terms”) carefully, as they contain information about your legal rights, remedies, and obligations. By accessing or using the Wisk services, including the “Wisk” mobile app (together with any successor app(s), the “App”) and the https://www.wisksolutions.com website (the “Website” and, collectively, the “Services”), these User Terms apply to you. These User Terms are a legally binding contract between you and us. You must be able to form a legally binding contract online. Accordingly, you represent that you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Wisk Privacy Policy (the “Privacy Policy”) , you confirm that you have read, understand, and agree to be bound by the User Terms and the Privacy Policy. “We”, “our”, and “us” refers to Wisk Solutions Inc. (“Wisk”). Please note that these User Terms hereby incorporate by reference any additional terms and conditions posted by Wisk through the Services, or otherwise made available to you by us.
1. Authorized Users An organization or other third party that we refer to in these User Terms as “Customer” has invited you to use the Services. For example, if you have been invited by your employer, Customer is your employer. Customer has entered into a separate written agreement with us (the “Contract”) which permits Customer to configure and offer the Services to you and others (each an “Authorized User”). If you are both Customer and an Authorized User, then both the Contract and these User Terms apply to you.
2. Registration; User Names and Passwords You will need to register to use the Services. Your password is for your personal use only and should be kept confidential; you are responsible for any use or misuse
of your account, and you must promptly notify us of any confidentiality breach or unauthorized use of your account.
3. Information Submitted Through the Services The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to participate in the Services. When an Authorized User (including you) submits text or other information to the Services (“Customer Data”), they acknowledge and agree that the Customer Data is owned by Customer and Customer has permitted us to use, copy, store and display Customer Data for the purpose of providing the Services, and further, that we may retain and use Customer Data in an anonymized and de-identified form (“Aggregated Information”) for our business purposes outside of the Contract, including to develop our services and offerings and train current and future machine learning models. While the Aggregated Information will include information derived from your use of the Services, your personal information and the Customer Data itself will not be individually identifiable.
4. Use of the Services All Authorized Users must agree to our Privacy Policy which is incorporated by reference into these User Terms. You are here at the pleasure of Customer (and us), and these User Terms remain effective until Customer’s Contract with us expires or terminates, or your access to the Services is terminated by Customer or us. As between you and us, you are under no obligation to use the Services and, while these User Terms remain in effect, you may discontinue use at any time and for any reason. The App is licensed (not sold) to end users. Subject to your compliance with these User Terms, and solely for so long as you are permitted by us and Customer to use the App, we hereby permit you, on a limited, non-exclusive, revocable, non- transferable, non-sublicensable basis, to install and use the App on a mobile device that you own or control, solely for use as directed by Customer for Customer’s internal business purposes, and as permitted by the Usage Rules set forth in the Apple App Store Terms and Conditions. Please note that if you do not accept the system permissions that the App requires from time to time, you may not be able to use the App or certain of its functionalities. You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.
5. The Relationship between You, Customer, and Us
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SERVICES CONFIGURATION WHICH MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND, OTHER THAN AS EXPRESSLY PROVIDED IN THESE USER TERMS, WE MAKE NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, LEGAL OR STATUTORY RELATING TO THE SERVICES.
6. Limitation of Liability If we believe there is a violation of the Contract, User Terms, Privacy Policy, or any other of our policies which can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may take what we determine to be appropriate action if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized users, or any third parties. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services will remain with you. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSSES OR DAMAGES IN CONNECTION WITH THESE USER TERMS, WHETHER DIRECT OR INDIRECT, PUNITIVE, EXEMPLARY, IMMEDIATE OR CONSEQUENTIAL, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with these User Terms.
7. Survival Sections 2 and 5 through 19 will survive any termination or expiration of the User Terms.
8. Ownership and Copyright As between you and Wisk, Wisk owns the Services and all intellectual property rights therein, including all technology, content and other materials used, displayed or provided in connection with the Services. Your use of the Services is subject to compliance with these User Terms and the license grant as described in Section 4. You acknowledge and agree that we may retain and use Aggregated Information as set out in Section 3. However, under no circumstances will our use reveal to a third party your identity or any confidential information.
9. Restrictions on Use You acknowledge and agree that you have been granted access to the Services by Customer, and you will use the Services only for the purposes for which you were granted access. You agree that you will not create any derivative works from the Services; reverse engineer, decompile, disassemble or otherwise attempt to discover the underlying source code of the Services; share your access or credentials with any other person; publish or disclose to third parties any evaluation of the Services without our prior written consent; access the Services in order to build a competing product; copy any features of the Services; or willfully tamper with the security of the Services or other Authorized Users’ accounts.
10. Apple-Specific Terms In addition to your agreement with these User Terms, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these User Terms and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails
to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Wisk in accordance with Section 19 (Contacting Wisk). The license you have been granted herein is limited to a non-transferable license to use the App on an Apple- branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Services. In addition, you must comply with the terms of any third- party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these User Terms and, upon your acceptance of the terms and conditions of these User Terms, will have the right (and will be deemed to have accepted the right) to enforce these User Terms against you as a third-party beneficiary thereof; notwithstanding the foregoing, Wisk’s right to enter into, rescind or terminate any variation, waiver or settlement under these User Terms is not subject to the consent of any third party.
11. Notices We may from time to time send email you at the address provided during registration regarding your account or the Services, including in the event of any downtime (such as for maintenance).
12. Modifications From time to time, we may change these User Terms. If we make a material change to the User Terms, you will see the new User Terms pop up the next time you use the Services. You can review the most current version of the User Terms and any other related documents, including the Privacy Policy , at any time by visiting our website (http://www.wisksolutions.com). Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
13. Waiver No failure or delay by you or us in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
14. Severability The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
15. Assignment You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
16. Governing Law; Venue; Waiver of Jury Trial; Fees The User Terms and any disputes arising out of or related hereto are governed by and will be construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada applicable in that province, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario. Any claim arising out of, or related to these User Terms or the rights granted hereunder will be instituted exclusively in the courts of Ontario located in Toronto, and each party irrevocably submits to the jurisdiction of such courts in any such Claim. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
17. Language The parties hereto have expressly requested that these User Terms and all ancillary documents be drafted in English. Les parties aux présentes ont expressément requis que la présente entente et tous les documents y afférents soient rédigés en langue anglaise.
18. Entire Agreement
The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by any pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
19. Billing and Payment
The Client shall pay all fees outlined in the Order or Fee Schedule agreed upon with the Service Provider. All fees are non-cancelable and nonrefundable, unless otherwise specified. The Client will be billed either quarterly or annually, or their pre-paid account will be debited either quarterly or annually for the Services, even if they are not actively using the Services. The Order or Fee Schedule is subject to change at any time and the Client must provide written notice of cancellation at least thirty (30) days prior to the next billing cycle.Confidentiality: The Client agrees to not disclose any proprietary information or trade secrets of the Service Provider to any third party without written consent.Modification and Liability: The Service Provider reserves the right to modify, discontinue, or upgrade the Services at any time without notice and without liability to the Client. The Service Provider shall not be liable for any damages arising from the use or inability to use the Services.Entire Agreement: This agreement constitutes the entire understanding between the parties and supersedes all prior agreements. It shall be binding and governed by the laws of the Service Provider's jurisdiction. If any provision is held invalid, the remaining provisions shall remain in effect.
20. Term and Termination
The Agreement shall commence as of the date set forth in the first Order or the beginning of a free period, if earlier, and, unless earlier terminated as set forth below, shall remain in effect through the end of the Subscription Term in any current Order (or the end of the free period if no purchased subscription is ordered). All sections of the Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
You may terminate your account at any time by calling WISK Customer Support. Except as specifically set forth herein or on the Site, there are no refunds for any fees paid. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR WISK ACCOUNT AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR WISK ACCOUNT AND THIS AGREEMENT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR WISK ACCOUNT AND THIS AGREEMENT. In the event of a material breach by either party, the non-breaching party shall have the right to terminate the applicable Order for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail. If WISK terminates an Order for Customer’s material breach, all fees set forth on such Order are immediately due and payable.
Upon any termination or expiration of an Order, Customer’s right to access and use the Services covered by that Order shall terminate.
21. Contacting Wisk Please contact us if you have any questions about these User Terms. You may contact us at terms@wisksolutions.com or by mail at: Wisk Solutions Inc. 488 Wellington St. W., Suite 304 Toronto, ON M5V1E9
Personal information does not include:
· Publicly available information from government records.
· De-identified or aggregated consumer information.
· Information excluded from the CCPA's scope, like:
o health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data;
o personal information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver's Privacy Protection Act of 1994.
We obtain the categories of personal information listed above from the following categories of sources:
· Directly from our clients or their agents. For example, from documents that our clients provide to us related to the services for which they engage us.
· Indirectly from our clients or their agents. For example, through information we collect from our clients in the course of providing services to them.
· Directly and indirectly from activity on our website (www.wisk.ai). For example, from submissions through our website portal or website usage details collected automatically.
· From third-parties that interact with us in connection with the services we perform. For example, from Point-of-Sale Companies when they refer us clients and provide the client information.
Use of Personal Information
We may use or disclose the personal information we collect for one or more of the following business purposes:
· To fulfill or meet the reason for which the information is provided. For example, if you provide us with stock information in order for us to help you do the inventory of your venue, we will use that information to take the inventory and help you keep track of your stock count and variance reports .
· To provide you with information, products or services that you request from us.
· To provide you with email alerts, event registrations and other notices concerning our products or services, or events or news, that may be of interest to you.
· To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collections.
· To improve our website and present its contents to you.
· For testing, research, analysis and product development.
· As necessary or appropriate to protect the rights, property or safety of us, our clients or others.
· To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
· As described to you when collecting your personal information or as otherwise set forth in the CCPA.
· To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us is among the assets transferred.
We will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you notice.
Sharing Personal Information
We may disclose your personal information to a third party for a business purpose. When we disclose personal information for a business purpose, we enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.
In the preceding twelve (12) months, we have disclosed the following categories of personal information for a business purpose:
Category A: Identifiers.
Category B: California Customer Records personal information categories.
Category C: Protected classification characteristics under California or federal law.
Category I: Professional or employment-related information.
We disclose your personal information for a business purpose to the following categories of third parties:
· Our affiliates.
· Service providers.
· Third parties to whom you or your agents authorize us to disclose your personal information in connection with products or services we provide to you.
In the preceding twelve (12) months, we have not sold any personal information.
Your Rights and Choices
The CCPA provides consumers (California residents) with specific rights regarding their personal information. This section describes your CCPA rights and explains how to exercise those rights.
Access to Specific Information and Data Portability Rights
You have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request, we will disclose to you:
· The categories of personal information we collected about you.
· The categories of sources for the personal information we collected about you.
· Our business or commercial purpose for collecting or selling that personal information.
· The categories of third parties with whom we share that personal information.
· The specific pieces of personal information we collected about you (also called a data portability request).
· If we sold or disclosed your personal information for a business purpose, two separate lists disclosing:
o sales, identifying the personal information categories that each category of recipient purchased; and
o disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.
Deletion Request Rights
You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your verifiable consumer request, we will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies.
We may deny your deletion request if retaining the information is necessary for us or our service providers to:
1. Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
2. Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
3. Debug products to identify and repair errors that impair existing intended functionality.
4. Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
5. Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 seq.).
6. Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information's deletion may likely render impossible or seriously impair the research's achievement, if you previously provided informed consent.
7. Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
8. Comply with a legal obligation.
9. Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
Exercising Access, Data Portability, and Deletion Rights
To exercise the access, data portability, and deletion rights described above, please submit a verifiable consumer request to us by either: Phone number, email, or website (must have at least two ways to contact)
Only you or a person registered with the California Secretary of State that you authorize to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child.
You may only make a verifiable consumer request for access or data portability twice within a 12-month period. The verifiable consumer request must:
· Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative.
· Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.
We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. Making a verifiable consumer request does not require you to create an account with us. We will only use personal information provided in a verifiable consumer request to verify the requestor's identity or authority to make the request.
Response Timing and Format
We endeavor to respond to a verifiable consumer request within 45 days of its receipt. If we require more time (up to 90 days), we will inform you of the reason and extension period in writing. If you have an account with us, we will deliver our written response to that account. If you do not have an account with us, we will deliver our written response by mail or electronically, at your option. Any disclosures we provide will only cover the 12-month period preceding the verifiable consumer request's receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable. For data portability requests, we will select a format to provide your personal information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance.
We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.
Non-Discrimination
We will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not:
· Deny you goods or services.
· Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties.
· Provide you a different level or quality of goods or services.
· Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services.
Changes to Our Privacy Notice
We reserve the right to amend this privacy notice at our discretion and at any time. When we make changes to this privacy notice, we will notify you by email or through a notice on our website homepage.
Contact Information
If you have any questions or comments about this notice, our Privacy Statement, the ways in which we collect and use your personal information, your choices and rights regarding such use, or wish to exercise your rights under California law, please do not hesitate to contact us at: privacy@wisk.ai
