Wizer Training - Terms of Service

These terms and conditions (the “Agreement“) govern your (“you“ or “Customer“) access to and/or use of the Services provided by Wizer Inc. (“Wizer“, “we“, “us” or “our“) available on or through the website https://wizer-training.com (the “Site“), the Platform (as defined below) or in any other way.

If you are accepting this Agreement on behalf of a Business Customer (as defined below), you hereby represent and warrant that you have the full power and legal authority to bind and hereby bind such Business Customer to the terms of this Agreement. In such event, the terms “you” or “Customer” shall also include such Business Customer and its respective Users. If you do not have such authority to enter into this Agreement or if you do not agree with the terms of this Agreement, you must not accept this Agreement and must not use the Service.

You should read this Agreement carefully. By indicating acceptance of this Agreement or by executing a Quote that references this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us. You hereby represent that you are of legal age, and are otherwise fully able, authorized, and competent, to enter into this binding Agreement. If you have already entered into a separate master subscription agreement with Wizer, then such master subscription agreement will govern your access and use of the Service.

Capitalized terms have the definitions set forth herein. You and Wizer may be referred to in this Agreement as a “Party” or jointly as the “Parties”.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND WIZER AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

Definitions.
1. “Account” means the Customer’s account through which the Customer can access and use the Services, including designating Users.
2. “Administrator User” means an individual designated by a Business Customer to access and manage the Customer’s Account, including adding or removing Users.
3. “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with you.
4. “Business Customer” means a company, corporation, partnership, or other legal entity that purchases or uses the Services or any other individuals acting in a business or professional capacity.
5. “Channel Partner” means any authorized third-party reseller including, distributors, partners, insurance companies or managed service providers of Wizer, from or through which you may subscribe to or acquire access to or the right to use the Service or any part thereof.
6. “Documentation” means any material that Wizer provides or makes available to Customers, which contains instructions on how to utilize the Services.
7. “User” means: (i) a Business Customer’s employee (including Administrator Users) who have been provided by Customer with access to or the right to use the Platform, the Services or any portion thereof, regardless of whether or not such individual actually accesses and/or use the Services or any portion thereof; or (ii) any single natural person who purchases or uses the Services for his or her own personal use and not on behalf of a Business Customer.
8. “Offline Content” means digital courseware, training modules, testing and training templates, games, posters, artwork, videos, newsletters, security documents, or any other content and materials provided by Wizer.
9. “Platform” means Wizer’s cloud-based software-as-a-service platform accessible from desktop or mobile devices as updated from time to time, through which you can train your employees in security awareness and/or secure coding, and any updates, modifications, new versions, new releases, enhancements and corrections to the Platform.
10. “Professional Services” means any professional services agreed upon by the Parties and set forth in a Quote including implementation and installation services, managed services, consultancy services, or customization and branding services. Wizer may require the Customer to enter into a separate statement of work detailing the Professional Services to be performed.
11. “Service(s)” means the Platform, products, features, functionalities, content (including Offline Content) and Professional Services made available to you by Wizer under your subscription plan, whether: (i) purchased or subscribed to under a Quote, or (ii) made available free of charge.
12. “Quote” means either (i) a written quotation provided by Wizer and signed or otherwise accepted by the Customer, or (ii) an electronic checkout or payment process completed by the Customer through the Site.
13. “Wizer AI” means Wizer’s AI features and functionalities available through the Service that utilize artificial intelligence or machine learning technologies to generate, modify, or assist in the creation of content, including but not limited to scripts, narration, visuals, videos, or other training materials. Customer’s access to and use of the AI Features are subject to Wizer’s AI Addendum which forms an integral part of this Agreement. For the avoidance of doubt, The AI Addendum applies only to Customers who purchase and/or enables the Wizer AI.
License and Subscription.
1. License. Subject to the terms and conditions of this Agreement and the applicable Quote, Wizer hereby grants you a non-exclusive, non-sublicensable, non-transferable, limited, revocable right, for the duration of the Subscription Term (as defined below), to use and access the Services (the “Subscription”( for your internal business purposes only (i.e. security awareness training for your Users) )the “Specified Purpose”). The Service is offered, and your use of the information available through the Service is permitted, for informational, instructional, and non-commercial purposes only, and use for any other purpose than the Specified Purpose is expressly prohibited. Other than the limited rights explicitly granted under this Agreement, Customer shall have no rights, express or implied, in the Services and all such rights are reserved by Wizer and its licensors. You shall not market, sell, resell, distribute, or otherwise commercialize any part of the Service.
  If the Subscription set forth in your applicable Quote includes the right to download any Offline Content, or if such content is otherwise made accessible to you offline, Wizer grants you a non-exclusive, non-sublicensable, non-transferable, non-perpetual, limited, revocable license, for the duration of the Subscription Term only, to use such Offline Content within your own learning management system or other internal delivery systems, solely for the Specified Purpose. In such case, you shall ensure strict compliance with the provisions of this Agreement while storing and using the Offline Content in your systems. For the removal of any doubt, continuous use of the Offline Content after termination or expiration of your Subscription Term is strictly prohibited.
2. Free Subscription. The use of certain parts of the Service is offered by us under a free subscription plan allowing you access to certain parts of the Services free of charge (the “Free Services”). Notwithstanding any other provision in this Agreement, the Free Services are provided “as is” without indemnification, support or warranty of any kind, expressed or implied, and may be revoked, changed, modified, suspended, limited, or terminated by Wizer at any time at its sole discretion. Without derogating from the above, it is hereby clarified that the Free Services are subject to all restrictions and limitations regarding Customer’s use of the Service included herein.
3. Users and Affiliates. You control the access and use of the Services by your Users and are responsible for ensuring their compliance with the terms of the Agreement and for their acts and omissions related to the Service. If you purchase on behalf of, or allocate user accounts to, an Affiliate, you hereby represent and warrant that: (i) you are authorized to accept this Agreement on behalf of such Affiliate and to bind it to its terms, (ii) you will ensure that such Affiliate and its Users comply with this Agreement, and (iii) the term “Users” shall also include such Affiliate’s users. You and any such Affiliate will be jointly and severally liable for any breach of this Agreement. Affiliates may not enforce this Agreement directly; enforcement may only be brought by you.
Registration.
To use certain parts of the Service, you may be required to create an Account and to: (i) provide us with certain information necessary for your registration and use of the Service, including, without limitation, your first name, last name, title, name of organization, and email address, and (ii) create user logins and passwords. Business Customers shall create an Account through their designated Administrator User. Once the Account is created, the Administrator User may create and assign user logins and passwords to additional Users within the Business Customer. To the extent you are using the Service on behalf of an organization, you may also need to provide us with information in order to confirm or permit us to confirm, the relationship between you and such Business Customer or between the Business Customer and its Affiliates and their respective Users. A Business Customer may only assign user accounts to individual users who have a valid business domain email address that you either own or are authorized to use and in accordance with the Specified Purpose. You represent and warrant that you will provide us with accurate, current, and complete registration information and you agree to notify Wizer during your Subscription Term of any changes to your registration information, including, without limitation, changes in billing address, payment methods and expiration dates. You are responsible for the security of your passwords and for any use of your Account. You will keep all such credentials and passwords confidential. In addition, you will notify us immediately upon discovering any unauthorized disclosure of credentials, passwords or upon discovery of any unauthorized access to the Service. To the extent you provide any personal data to us as part of the process of Account registration, you represent that (i) you have obtained all necessary consents required under applicable law to provide us such personal data, and to allow us to process and share such data for the purpose of providing the Service to you; and (ii) you shall ensure that a record of such consents is maintained as required under applicable law. We shall retain, process, and use any such personal data provided by you in accordance with our Privacy Policy.
Use of the Service. The Service is provided on a price-per-user basis; accordingly, use of the Service is permitted only by the authorized number of individual users for whom you have paid the applicable subscription fees. You are not permitted to: (i) perform re-assignment of user accounts to different individuals or cycle user accounts amongst your personnel, except in the event of normal workforce attrition (i.e., cases where an individual User ceases to be employed by the Customer); or (ii) assign purchased user accounts to individuals that are not your employees. You are solely responsible for the management of access to the Service by your Users. You may add additional User accounts during the Subscription Term. Any additional User accounts will be co-terminous with the then-current Subscription Term and will terminate on the same date. User accounts added mid-Subscription Term will be priced on a pro-rata basis for the remainder of the then-current Subscription Term and at the same volume level and term discount set forth in the applicable Quote. We reserve the right (but are under no obligation) to investigate any claim that use of the Service does not conform to the terms and conditions of this Agreement, and to terminate your account for breach of this Agreement. You hereby agree to cooperate and assist as much as reasonably required in carrying out an investigation of such nature.
Restrictions. You shall only use the Service for the Specified Purpose and use for any other purpose is expressly prohibited and may result in civil and criminal proceedings. Violators will be prosecuted to the maximum extent possible. You shall not (and shall not allow any third party to): (i) use the Service for the benefit of any third party, or in order to develop or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not expressly permitted herein; (ii) permit any non-User to access or use the Service, including by publicly displaying or sharing the Service or any part thereof with non-Users; (iii) sell, resell, distribute, sublicense, transfer, transmit, rent, lease, service bureau, post, link, deep link, disclose or provide access to the Service, directly or indirectly, to any third party; (iv) copy, alter, modify, debug, reverse engineer, decompile, disassemble, translate, dub, develop or make derivative works of any part of the Service or otherwise attempt to derive or gain access to any software (including source code) associated with the Service or copy any design elements, look & feel, layout, logo, graphic, video, image or sound of the Service; (v) use the Service in a way that infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party; (vi) introduce any software viruses, malware, spyware or any other code, file or program into the Service that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (vii) use the Service in any way that would violate any applicable law or the rights of any person; (viii) impersonate any person or entity, or forge or manipulate headers to disguise Customer’s identity; (ix) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (x) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures Wizer may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (xi) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of the Wizer Property; (xii) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (xiii) alter, destroy, frame or otherwise remove any proprietary notices or labels from the Services; (xiv) contact, message, or otherwise engage with any individual through the Service or any of its features, unless you have obtained that individual’s prior authorization. Unauthorized outreach is strictly prohibited; (xv) otherwise interfere in any manner with the use or operation of the Service; or (xvi) intentionally use Wizer AI to solicit, prompt, or deliberately generate content that violates applicable law, infringes the rights of any third party, or is intended to be harmful, abusive, discriminatory, or misleading. All acts and omissions of Users shall be deemed to be those of Customer and Customer shall be responsible for them.
Customer Content. Under certain Subscriptions, you may be entitled to upload, host, communicate, display or transmit content to the Service, including Customer Input (as such term is defined under the AI Addendum) (“Customer Content”) in accordance with the Specified Purpose. You represent that you own or have sufficient rights to use the Customer Content, that it is backed up on your systems, and that sharing it with us and our third-party providers does not violate any laws, contracts, or regulations. As between you and us, you shall remain the sole owner of the Customer Content. By uploading Customer Content, you grant Wizer (and any third party acting on our behalf) a limited, royalty-free license to use, host, distribute, modify, reproduce, process, display, and otherwise disclose the Customer Content solely for the purpose of providing the Service to you and your Users. You are solely responsible for your Customer Content, including ensuring that it is lawful, non-infringing, and does not contain any material that is obscene, indecent, defamatory, inflammatory, offensive, violent, abusive, hateful, discriminatory (based on sex, religion, race, disability, nationality, sexual orientation, or age), or otherwise objectionable; does not promote pornographic, sexually explicit, or violent materials; and does not include any Trojan horse, back door, time bomb, drop dead device, worm, virus, or other malicious code, software, or device that could impair, disable, erase, or otherwise harm the Service or any content, code, system, or third party rights protected under this Agreement or applicable law. You also agree that your Customer Content shall not include Sensitive Personal Data as defined under applicable law (including the GDPR) and that it complies with this Agreement and all applicable laws. We do not pre-screen or monitor Customer Content and accept no obligation to do so and we will have no liability to you or any other person or entity with respect thereto. Wizer reserves the right to remove or disable access (but is not under any such obligation) to any Customer Content that is brought to its attention and that it reasonably believes is unlawful, infringes rights, or creates potential liability, and to take appropriate legal action, including referral to law enforcement, in connection with any unauthorized or illegal Customer Content. You agree to indemnify Wizer against any third-party claims arising from your Customer Content.
Fees.
1. Direct Purchases. The use of certain parts of the Service (the “Paid Services”) may be subject to the payment of particular fees, as determined by Wizer in its sole discretion (the “Fees”). The Fees for Paid Services or any part thereof shall be specified by Wizer through its Site or through a designated Quote addressed to you and will be applicable for the period specified therein. The Fees for Paid Services may be increased upon their renewal or if you decide to upgrade your Paid Services Subscription. A Subscription Term for Paid Services or any part thereof not covered by your designated Quote will be charged by Wizer according to Wizer’s applicable pricing specified through our Site on the date of such purchase. Unless stated otherwise in a designated Quote, any Fee shall be due and payable in advance and shall be paid by credit card. Fees are based on acquired Subscriptions and not actual usage. Unless explicitly provided otherwise herein, payment obligations are non-cancelable, and all Fees paid are non-refundable. You represent that all information you provide for the purpose of subscribing to the Service is accurate, complete, and current, and you agree to notify Wizer of any changes to the credit card information associated with your Wizer Account, including changes in billing address and expiration dates. If Wizer does not receive payment from the issuer of the credit card associated with your Wizer Account, you agree to pay all amounts due upon demand directly to Wizer, and Wizer further reserves the right to either suspend or terminate your Wizer account and your subscription to the Service in such circumstances. All amounts due under this Agreement are net amounts to be paid to Wizer by the Customer and are exclusive of all sales, use, excise, service, VAT, or other taxes, duties, and charges of any kind (whether foreign, federal, state, local or other) associated with the Service. You shall be solely responsible for all such taxes, duties, and charges (except for taxes imposed on Wizer's income), which may be invoiced or charged by Wizer from time to time. Wizer shall be solely responsible for the payment of all taxes based on the net income or gross revenues of Wizer.
2. Channel Partner Purchases. If you sign up for or acquire a Subscription to the Service via a Channel Partner, then without derogating from any other provisions of this Agreement, you acknowledge that: (i) any agreements you enter into with a Channel Partner shall be between you and such Channel Partner and shall not be binding upon Wizer; (ii) all payment-related terms will be determined in the applicable agreement between you and such Channel Partner - please be advised that if the Channel Partner from whom you purchased your Subscription to the Service fails to make timely payments on your behalf, as per our agreement with such Channel Partner, it may result in the suspension or termination of your Subscription; (iii) such Channel Partner may have its own SLA and/or support services associated with the purchase and we are not responsible or liable for ensuring compliance with such Channel Partner SLA; (iv) you may not be eligible to receive all or part of the Support Service provided to our direct customers; (v) we may share with such Channel Partner information related to your use of the Service (including regarding your completion of the annual training courses); and (vi) Wizer is not liable for any security incidents, data breaches, or misuse resulting from your granting a Channel Partner access to your account. You acknowledge that any actions taken by the Channel Partner, their staff, or anyone using their credentials are outside of Wizer’s control and responsibility.
Title and Ownership.
1. Proprietary Rights. The Service and Documentation are licensed and not sold to you by Wizer. The Service and any part thereof, including, without limitation, all aspects of the Platform, the Offline Content, the Documentation and the Site, are the sole property of and wholly owned by Wizer or its licensors. All right, title, interest in and to the Services, including any intellectual property rights therein and all improvements and derivative works thereof are and shall remain, as between the Parties, owned exclusively by Wizer. To the extent the Customer acquires in any manner under applicable law any rights, title or interest in the Services, the Customer hereby irrevocably and perpetually transfers and assigns to Wizer all such rights, title and interest free and clear of any encumbrances of any kind. Nothing herein constitutes a waiver of Wizer’s intellectual property rights under any applicable laws. For the avoidance of doubt, the marks WIZER and WIZER TRAINING, the Wizer logo, and any associated logos are registered or unregistered trademarks or service marks of Wizer or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed in the Service, will inure solely for the benefit of their respective owners.
2. Feedback. If you provide us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback”), the Feedback will be the sole property of Wizer. Feedback is voluntary. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback. In any event, Feedback shall not include any Customer Confidential Information or Users’ personal information.
Services Analytics. We may reproduce and use data in a de-identified, aggregated, and generic manner (“De-Identified Data”) for the purpose of: (i) maintenance, support, development and marketing of our Service; (ii) tracking subscriber’s Service usage statistics and metrics; (iii) reporting and analyzing threat intelligence; or (iv) other similar purposes. We may also publish or share De-Identified Data to conduct or facilitate academic research or to release marketing or statistical data. If we disclose or publish any De-Identified Data, it will only be in a generic or aggregated form that will not identify the Users or any individuals, personal data, or Confidential Information (as defined below). We shall implement industry-standard technical safeguards to prevent re-identification of data and to prevent inadvertent release of Users personal information or Confidential Information. Any De-Identified Data, which is derived from the use of the Services, will be owned solely by us.
WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY.
1. GENERAL DISCLAIMER. THE SERVICE IS PROVIDED "AS IS" WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (I) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE; (II) THAT THE SERVICE OR ANY PART THEREOF WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (III) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO THIRD PARTY CONTENT, OBTAINED FROM OR THROUGH THE SERVICE. THE CONTENT PUBLISHED ON THE SERVICE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. WIZER AND/OR ITS RESPECTIVE LICENSORS MAY MAKE UPDATES, IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AND THE CONTENT THEREIN AT ANY TIME WITHOUT NOTICE. WIZER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OF USERS' USE OF THE SERVICE. WE MAY PAUSE OR INTERRUPT THE SERVICE AT ANY TIME, AND YOU SHOULD EXPECT PERIODIC DOWNTIME FOR UPDATES TO THE SERVICE. YOU ACKNOWLEDGE THAT THE INFORMATION CONTAINED IN THE SERVICE IS FOR GENERAL INFORMATION PURPOSES ONLY AND THAT WE ARE NOT A LAW FIRM, NOR DO WE PROVIDE ANY PROFESSIONAL OR ADVISORY SERVICES. THE INFORMATION PRESENTED IN THE SERVICE IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY OTHER WARRANTY OR EXTEND THE SCOPE OF THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT. WIZER HEREBY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE SERVICE OR THIRD PARTIES. WIZER SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY CHANNEL PARTNER TO YOU AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH CHANNEL PARTNERS.
2. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, REVENUE, DATA, PROFITS, GOODWILL, REPUTATION OR OTHER INTANGIBLE LOSSES) OR DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE THE SERVICE, REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR ANY PART THEREOF, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING FROM OR RELATING TO THIS AGREEMENT OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE NATURE OF THE CLAIM AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF (I) ONE HUNDRED DOLLARS ($100); OR (II) THE TOTAL FEES, IF ANY, YOU ACTUALLY PAID TO WIZER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM IS MADE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity.
1. Wizer Indemnification. Wizer shall defend, indemnify and hold harmless Customer and its directors, officers, employees and agents (“Customer Indemnified Parties”) from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “IP Infringement Claims”) to the extent based on any claim that the Customer’s authorized use of the Service infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third party intellectual property or proprietary right (excluding patents). Wizer agrees to pay any amounts finally awarded by a court of law or pursuant to a duly approved settlement in respect of such IP Infringement Claim.
  1. Exclusions. Notwithstanding the foregoing, Wizer will have no obligation with respect to any IP Infringement Claims to the extent it is based upon or arising out of Customer’s: (i) use or combination of the Service with third-party intellectual property not authorized by Wizer; (ii) modification, alteration or conversion of the Service by Customer, not created or approved by Wizer; (iii) use of the Service beyond the uses permitted under this Agreement; (iv) Wizer’s compliance with specifications or other requirements of Customer; or (v) failure to implement updates, modifications, or replacements issued by Wizer to the Service.
  2. Process. Wizer’s indemnification obligation above is contingent upon Customer: (i) promptly notifying Wizer in writing of such claim (provided that failure to so notify will not remove Wizer’s indemnification obligations except to the extent it is prejudiced thereby); (ii) permitting Wizer sole authority to control the defense or settlement of such claim; and (iii) providing Wizer reasonable assistance in connection with the evaluation, defense and settlement of such claim.
  3. Remedies. If the Service becomes, or in Wizer’s opinion is likely to become, the subject of an IP Infringement claim, then Wizer may, at its sole discretion: (i) obtain the right for Customer to continue using the Service as contemplated herein; or (ii) replace or modify the Service so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer the portion of any pre-paid fees for the unused portion of the Service due to such termination. Wizer’s obligations under this Section ‎11.1 state the sole and exclusive obligations and liability of Wizer, its Affiliates, licensors and suppliers for any IP Infringement Claims related to the Service or this Agreement, and are made in lieu of any implied warranties of non-infringement, all of which are expressly disclaimed.
2. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Wizer and its directors, officers, employees, agents, and providers (“Wizer Indemnified Parties”) from and against all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses, and attorney’s fees ("Liabilities") to the extent arising out of or related to: (i) based on any violation by Customer or its Affiliates of its obligations under this Agreement, and (ii) any clam of a third party that the Customer Content infringes or violates such third party intellectual property rights. Customer’s indemnification obligation above is contingent upon Wizer: (i) promptly notifying Customer in writing of such claim (provided that failure to so notify will not remove Customer’s indemnification obligations except to the extent it is prejudiced thereby); (ii) permitting Customer sole authority to control the defense or settlement of such claim, provided that Customer may not settle any such claim unless it unconditionally releases Wizer of all liability; and (iii) providing Customer reasonable assistance in connection with the evaluation, defense and settlement of such claim.
Cloud Services and Third-Party Services. Without limitation of the disclaimers and limitations of liability set forth in Section ‎10 above, you acknowledge and agree as follows: (i) we provide the Service using cloud computing services of one or more third-party cloud providers (collectively, the "Cloud Providers"); and (ii) we shall not be responsible or liable to you for any act, omission, or failure of any Cloud Provider. The Service may depend upon, interact with, or enable access to third parties' information, content, services, or websites (each, a "Third-Party Service"), which may in each case be accompanied by separate terms of use. Use of each Third-Party Service may require that you accept additional terms of use. You must comply with the applicable terms of use when using the Third-Party Service and the Service. Wizer does not endorse and hereby disclaims all liability or responsibility to you or any other person for any Third-Party Services.
Our Privacy Policy. We operate the Service under the Privacy Policy published at https://wizer-training.com/privacy (the “Privacy Policy”), which is hereby incorporated into this Agreement. Each Party shall comply with the Privacy Policy.
Support. Wizer offers standard support services only to its Paid Services subscribers for no additional charge (the “Support Services”). The Support Services are made available in accordance with the terms and conditions set forth herein and on https://wizer-training.com/sla. Wizer will have no obligation to support: (i) services, hardware, or software provided by anyone other than Wizer; (ii) issues caused by your negligence, abuse, or misapplication; or (iii) unauthorized use of the Service. The Support Services are not offered to subscribers of the Free Services and may not be applicable, in part or in full, to customers who purchased a subscription to the Service through Channel Partners.
Term. This Agreement is effective as of the earlier of: (i) the date you click the “agree” button, or (ii) the date you accept the applicable Quote (the “Effective Date”) and shall remain in effect until terminated or expired in accordance with this Agreement. Your "Initial Subscription Term" will be for the period specified in your subscription plan or Quote and commences on the Effective Date. At the end of your Initial Subscription Term, your subscription shall automatically renew for successive periods of the same duration as the Initial Subscription Term (each a "Renewal Subscription Term"), at our then-current subscription fees. You may elect not to renew your subscription by notifying us at least thirty (30) days prior to the start of a Renewal Subscription Term. To notify us of non-renewal, you will need to contact us through cancel_subscription@wizer-training.com. The "Initial Subscription Term" together with any "Renewal Subscription Term" are referred to herein as the "Subscription Term".
Suspension and Termination.
1. Suspension. We reserve the right to suspend your account and/or access to the Service at any time in the event that: (i) you breach any of the provisions of this Agreement (including failure to make any payment due hereunder by its due date); (ii) we believe in good faith that your use or access may pose a security risk to the Service or to other users of the Service; (iii) it is necessary in order to prevent damage to our Service and systems or to any third-party systems; (iv) your use or access violates any law, regulation, court order, or other governmental instruction; or (v) we suspect that your account may be subject to fraud or abuse. We will make commercially reasonable efforts to limit any suspension under (i) or (ii) above only to: (a) the affected part of the Service, and (b) resolve the issues causing the suspension in a timely manner. Nothing in this Section ‎16.1 shall limit our right to terminate this Agreement in accordance with its provisions.
2. Termination.
  1. If you are using any of our Paid Services, then the following shall apply regarding termination of this Agreement:
    1. If you fail to pay any invoice when due and do not make such payment within fifteen (15) days after the issuance of a notice from us regarding the failure, we may, at our sole discretion, either: (a) suspend the delivery or performance of any of your outstanding Quotes and their associated subscriptions, or any remaining balance thereof, until the payment is made; or (b) terminate any of your outstanding Quotes and their associated subscriptions. In either case, you will remain liable for all outstanding fees.
    2. Without derogating from Sub-Section ‎16.2.1(i), either Party may terminate this Agreement if the other Party materially breaches this Agreement, the nonbreaching Party provides written notice of such breach and the breaching Party does not cure (if curable) such breach within thirty (30) days after receipt of written notice of such breach.
    3. We may terminate this Agreement or any related Quote or subscription at any time and for any reason or no reason, upon providing you with thirty (30) days’ prior written notice, provided that in such an event, you will be entitled to a prorated refund of any pre-paid, unused fees for the Subscription Term resulting from such termination and relief of your future payment obligations.
    4. You may terminate this Agreement or any related Quote or subscription, at any time and for any reason upon providing thirty (30) days’ written notice to Wizer, provided that in such an event, you will not be entitled to any type of refund, reimbursement or relief of your future payment obligations.
  2. If you are using any non-paid version of the Service, you may terminate this Agreement at any time by requesting via email that we close your Account (via support@wizer-training.com) and cease using the Service. We reserve the right to terminate this Agreement for any non-paying User of the Service or to cease to offer any free version of the Service at any time upon written notice to our non-paying Users (including by posting on the Service or on the Site), for any reason or no reason.
3. Effects of Termination.
  1. If this Agreement or any related Quote or subscription is terminated by Customer without cause, or by Wizer for cause, Customer will pay for all Service ordered as of the subscription termination date. If the outstanding subscription or Quote at the time of termination specifies a Subscription Term for which Wizer will provide the Service to Customer (e.g., 36 months), and that subscription or Quote is terminated by Wizer for cause (including payment failure) or by Customer without cause, then all future fees related to the remaining Subscription Term will become immediately due and payable, and will be paid by Customer to Wizer upon the effective date of such termination. If Customer terminates this Agreement for material breach in accordance with this Agreement, Customer will be refunded any pre-paid, unused Fees for the remaining portion of the applicable Subscription Term for the affected Services.
  2. Upon any expiration or termination of this Agreement: (i) the rights and licenses granted hereunder and in any Subscription will automatically terminate, and you shall immediately cease to use the Services, including without limitation, any Offline Content; (ii) you shall, at Wizer’s sole discretion, either return to Wizer or delete and destroy any Offline Content and Documentation, including all copies thereof, and, upon Wizer’s request, provide written certification within five (5) days confirming compliance with this Section ‎16.3.2. Unless expressly stated otherwise in this Agreement, termination shall not entitle the Customer to any refund, nor shall it relieve the Customer of any outstanding payment obligations or relief of its future payment obligations.
  3. Sections ‎4, ‎5, ‎7 through ‎11, ‎18 through ‎24, ‎26 and Section ‎29, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
Modification of the Service. We reserve the right to modify the Service at any time, without notice to you. If such modification materially reduces any features or functionalities of the Service, and Wizer has not remediated the issue causing such material-adverse-effect within thirty (30) days after receipt of a written notice sent by you regarding such matter, you will be entitled to terminate this Agreement upon written notice and receive a pro rata refund of any pre-paid fees for the unused portion of the Service for the remainder of the Subscription Term. Other than such refund, no further compensation shall be given.
Digital Millennium Copyright Act. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material hosted by the Service, you may contact our Designated Agent at the following address:
Wizer Inc.

735 Sawmill Brook Pkwy, Newton, MA 02459

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of the material that you claim is infringing and where it is located on the Service; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the use of the materials on the Service about which you are complaining is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.
Counter Notices. If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent’s address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Wizer may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
Confidentiality.
1. Each Party may have access to information that is confidential to the other Party. “Confidential Information” means all confidential and proprietary information of a Party (“Discloser”) disclosed to the other Party (“Recipient”), whether orally, electronically, or in writing, that is clearly identified as confidential at the time of disclosure as well as any information that, based on the circumstances under which it was disclosed and/or the content of the information, a reasonable person would believe to be confidential, including non-public technical, technological, commercial, and business data, product designs, trade secrets, business processes and third-party information. ‘Confidential Information’ shall not include any information that (i) is or becomes public through no fault or breach of this Agreement by the Recipient; (ii) is rightfully in the Recipient’s possession at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Recipient without use or reference to the Discloser’s Confidential Information; or (iv) is rightfully obtained by the Recipient from a third party without restriction on use or disclosure.
2. The Recipient shall protect the Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same or a similar manner as the Recipient protects its own confidential or proprietary information of a similar nature, and in any event with no less than reasonable care. Notwithstanding the foregoing, the Discloser acknowledges and agrees that the Recipient may disclose the Discloser’s Confidential Information to its Representatives who have a need to know such information for purposes of this Agreement and are bound by obligations of confidentiality no less protective than this Agreement. The Recipient shall only use the Discloser’s Confidential Information to perform its obligations and enforce its rights according to this Agreement. The term “Representatives” means with respect to a party, that party’s and its Affiliates’ respective Users, officers, directors, partners, consultants, agents, independent contractors, service providers, attorneys, accountants, advisors and, with respect to Wizer, Wizer’s Sub-processors, as may be applicable.
3. If the Recipient receives a request to disclose any Confidential Information of the Discloser pursuant to a subpoena, order, civil or criminal investigative demand, agency administrative demand, law, rule, regulation, or a judicial or similar process issued by a court of competent jurisdiction, the Recipient’s regulators, or any other administrative body (each such request, a “Disclosure Request”), the Recipient is permitted to disclose such Confidential Information only if legally compelled and only to the extent necessary to comply with the Disclosure Request. If legally permitted, the Recipient shall provide the Discloser with prompt notice of such Disclosure Request prior to disclosure.
4. If the Recipient discloses (or threatens to disclose) any Confidential Information of the Discloser in breach of this Section ‎20, the Discloser shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies may be inadequate.
5. The above obligations under this Section ‎20 extend throughout the Subscription Term and for a period of five (5) years following the termination of this Agreement or the termination of your Subscription Term, whichever is later.
6. This section shall supersede any confidentiality or non-disclosure agreement between the Parties entered prior to the Effective Date that would purport to address the confidentiality of Confidential Information, and such agreement shall have no further force or effect with respect to either Party’s Confidential Information.
Applicable Law. You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the Commonwealth of Massachusetts, U.S.A., without regard to its or any other jurisdiction conflicts of laws principles that would apply any other law. Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention on the International Sale of Goods is hereby disclaimed.
Arbitration. We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts, unless the AAA or the arbitrator determines that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA is unavailable or declines to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Wizer's option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims"). In addition, you or we may elect to bring an individual claim to a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking. You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims from other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US. If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding class action waiver provisions above are deemed invalid, then this entire section shall be deemed invalid, and the arbitration clause shall be void.
Jurisdiction. With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to the exclusive jurisdiction and venue in any federal or state court located within the Commonwealth of Massachusetts, U.S.A., with respect to any suit, claim, or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim, or cause of action except in a court located within the Commonwealth of Massachusetts, U.S.A.
Compliance with Laws. You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including all applicable export laws (“Export Laws”) of any country or organization of nations having jurisdiction over your business activities. Your use of the Service shall be subject to all U.S. Export Laws, as well as the Export Laws of any country or organization of nations within whose jurisdiction you (or your Affiliates and authorized Users) operate or do business, as amended from time to time. You are strictly prohibited from directly or indirectly exporting, importing, selling, disclosing, or otherwise transferring any part of the Service to any country or party subject to restrictions under U.S. Export Laws or the Export Laws of any country or organization of nations within whose jurisdiction you operate or do business.
Geography. We are based in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside the United States. Access to the Service may not be legal for certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Force Majeure. In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control (including, without limitation, acts of war, terrorism, epidemics, pandemics, public health emergencies, acts of God, natural disasters, fires, explosions, earthquakes, hurricanes, flooding, storms, infestations, embargoes, riots, sabotage, governmental acts, failure of the Internet, power failures, energy interruptions or shortages, other utility interruptions, or telecommunications interruptions). Without limiting the foregoing, in the absence of our gross negligence or willful misconduct, we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Service.
Children. The Service is not directed to Users under the age of 18. The Service does not knowingly collect personal information from children under the age of 18. If you are under the age of 18, you are not permitted to register as a User of the Service or send personal information to Wizer.
Changes to the Agreement. We may from time to time amend this Agreement prospectively. If we do so, we will notify you by posting on our Site, through the Service platform, or in any other reasonable way at our sole discretion. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your Account and cease using the Service. This Agreement may be amended or modified only by Wizer.
Miscellaneous.
1. Entire Agreement. Except as otherwise expressly provided herein, this Agreement, the Privacy Policy and the applicable Quote set forth the entire agreement between us and you regarding the subject matter hereof, and supersedes all prior promises, agreements, or representations, whether written or oral, regarding such subject matter. In the event of any conflict between the body of this Agreement and any Quote, or additional agreements entered by the Parties, the body of this Agreement will control, unless otherwise expressly stated in a signed writing by authorized representatives of the Parties. If a purchase order is required by you, the parties agree that any additional terms contained therein will not become part of the agreement between the parties and, specifically, that the terms of this Agreement will supersede and replace any and all terms in any purchase order. Wizer specifically objects to any additional terms being added through a purchase order or a similar document provided by you.
2. Interpretation. As used herein and unless the intent is expressly otherwise in a specific instance, the terms "include," "includes" or "including" shall not be limiting and "or" shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement.
3. No Waiver. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions, or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement herein. No waiver will be binding on us unless made in express writing signed by Wizer.
4. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the Parties to the greatest extent permitted by law.
5. Assignment and Transfer. You may not assign or otherwise transfer, your rights or obligations under this Agreement or any associated subscription or Quote, to any third party without our prior written consent given in our sole discretion. Any assignment or other transfer of this Agreement or any associated subscription or Quote in contravention of this Section ‎29 shall be null and void. This Agreement, and any rights or obligations hereunder, may be assigned, transferred, or delegated by us, in whole or in part, at our sole discretion, including without limitation in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. This Agreement will be binding upon and inure to the benefit of the Parties' successors and permitted assigns.
6. Third-Party Beneficiaries. There shall be no third-party beneficiaries to this Agreement.
7. Notices. You agree that email to your email address on record will constitute formal notice under this Agreement. If you have any questions regarding this Agreement or need to send any legal or contractual notice, you may contact us at legal@wizer-training.com. All such correspondence must be clearly marked as a “Legal Notice”.
8. Electronic Execution and Assent. This Agreement may be executed electronically and in counterparts, each deemed an original and together constituting one instrument. Your electronic assent or use of the Service constitutes execution and “signing” of this Agreement, which shall be treated as an original record for all legal and evidentiary purposes.

Last Updated: June 5, 2026

Effective Date: July 5, 2026