WiseOx Page

Terms of Service

Please review these terms of service for WiseOx.

Effective December 19th, 2023

These terms of service (“Terms of Service” or “Terms”) for the WiseOx AI platform and services offered by Bacon AI Inc. (“Company,” “WiseOx,” “we,” or “us”) are a binding agreement between you and WiseOx governing your use of the web-based software platform available at wiseox.ai and wiseox.com or otherwise made available to you by WiseOx to create Artificial Intelligence Mascots (“AI Mascots" or "Mascots”) and train, program, personalize, modify, interact with, and store, such AI Mascot(s) (including all related documentation, the “Services”). Your use of the Services is subject to the WiseOx Privacy Notice, our Website Terms of Use, these Terms of Services, our Data Processing Agreement, and any terms and conditions presented to you through the Services (collectively, the “WiseOx Agreements”). By accepting these Terms, Registering, or using the Services in any manner, you unconditionally accept and agree to the WiseOx Agreements in their entirety.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND WISEOX.

  1. Services, Subscriptions, and Term. By creating an account via the Services (“Registering”), you accept and agree to be bound by these Terms of Services for the duration of your use of the Services (the “Term”) and you acknowledge that certain provisions of this agreement survive termination your use of the Services. Certain additional features of the Services are accessible to users via a paid subscription (“Subscription”) and your Subscription shall automatically renew unless and until terminated in accordance with these Terms of Service. Subscriptions are billed annually or on a 30-day billing cycle, and your payment method will be automatically charged annually on the anniversary of signing up or every 30 days. You will be billed on the day you sign up for a Subscription and billing continues until the end of the billing cycle in which you cancel your Subscription which can be done via your WiseOx account.  If you are accessing the Services on behalf of a company or other legal entity (“Entity”), you represent and agree that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms of Service. If you do not have the authority to enter into, or you do not agree with, these Terms, do not use the Services, and if applicable disable your account immediately.
  2. Eligibility. To Register and use the Services, you must be at least 18 years of age and of legal age and capacity to form a binding contract with WiseOx. You may not access or use the Services if you are barred from receiving such services under applicable law or have previously been suspended or removed from any of our Services. By using the Services, you represent and warrant that (a) you meet all of the foregoing eligibility requirements and (b) you have read and agree to these Terms. Any access or use of the Services by a Minor without the consent to these Terms and supervision of their Guardian is strictly prohibited and in violation of these Terms. If you do not meet all of these requirements, you must not use our Services. We reserve the right to amend or eliminate these eligibility requirements at any time.
  3. Registration. You must register for the Services and create an account in the Services. Some features may not be available to all users. We will indicate which features are available to you during the sign-up process. Certain features of the Services are only available to paid subscribers. You represent and warrant that: (i) any information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of that information; (iii) you will not do anything that might jeopardize the security of your account; and (iv) you will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Any information that you provide to us will also be subject to our Privacy Notice. You are responsible for maintaining the confidentiality of your login and password for the Services, and for all activities that occur using your access credentials. You are solely responsible for all use of the Services by and through your account in compliance with these Terms, any additional terms between you and WiseOx, and applicable law. 
  4. License Grant. 
    1. Subject to these Terms of Service, WiseOx grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license during the Term to access and use the Services at the service level and configurations specified in your WiseOx account for business purposes in order to create, train, customize, and share AI Mascots to your End Users (defined below). You acknowledge and agree that this license expressly excludes any rights to the source code, weights, and intelligence that comprise the Services (collectively, the “Model”) and that the Model is provided under license and not sold to you. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of WiseOx or any third party, except as expressly provided in these Terms. WiseOx reserves all rights not expressly granted herein. 
    2. By using the Services, you grant to WiseOx, its successors, and assigns a perpetual, worldwide, non-exclusive, sublicensable no-charge, royalty-free, irrevocable license to use, reproduce, prepare derivate works of, publicly display, publicly perform, sublicense, and distribute your Content (defined below), the limited purpose of providing the Services to you and your End Users. This limited license survives termination of this Agreement by any party, for any reason.
  5. Your Responsibility for End User Compliance. You may allow individual users, including your employees, contractors, or agents, as well as your consumers interacting with your AI Mascots (in each case, an “End User”) to access and use the Services. You represent and warrant that you will: (a) be solely responsible for the activities of all of your End Users who access or use the Services through your license granted herein; (b) ensure that all End Users comply with all WiseOx Agreements; (c) be responsible for the accuracy and legality of any data, including Personal Information (as defined in our Privacy Notice), which is input to the Services by any and all End Users associated with you; (d) be responsible for information input to the Services by you and your End Users including without limitation proprietary information, any and all of your intellectual property, and information you are under obligation to keep confidential; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify WiseOx promptly of any unauthorized access or use; (e) use the Services only in accordance with the WiseOx Agreements, our Services documentation, and all applicable law; and (f) comply with the terms of service of any third-party software with which you use the Services. You are liable for any breach of these Terms of Service by your End Users. Under no circumstances will WiseOx be liable in any way for any data or other content viewed, copied, distributed, performed, made public, derived from use of, or created as output while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. WiseOx assumes no responsibility or liability for the activities or violations of your End Users. If you become aware of any violation of these Terms in connection with use of the Services by any person, please contact WiseOx at accounts@wiseox.com. WiseOx may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including without limitation issuing warnings, removing the content or terminating accounts and/or profiles.
  6. Recordings. All Inputs and other data generated by your AI Mascot are stored and available to you via your WiseOx account. You are solely responsible for compliance with all laws and regulations governing data storage, recording, monitoring, and consumer privacy data. You or your End User may have the option to record interactions with AI Mascots using the Services. By using the Services, you are giving WiseOx consent to store recordings of any or all AI Mascot interactions involving you or your End Users. WiseOx reserves the right to access and process any data associated with our WiseOx account for WiseOx’s internal business, legal, or compliance purposes or for any other purpose described in our Privacy Notice. Additionally, WiseOx reserves the right to use anonymized or de-identified data for any lawful purpose without limitation.
  7. Business Purposes Only. Unless expressly agreed to in writing by WiseOx, you may not use the Services in any manner where you provide any outsourced services on behalf of a third party. Accordingly, you agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than your End Users in furtherance of your internal business purposes as expressly permitted herein, unless expressly agreed to otherwise in writing by WiseOx. Without limiting the foregoing, your right to access and use the Services are also subject to the restrictions and policies implemented by WiseOx from time to time.
  8. Acceptable Use. To ensure the Services are used safely and appropriately, you agree, represent and warrant that you and your End Users will not: 
    1. access or use the Services on any devices on which you do not have permission to operate the Services, or on which the Services cannot be legally and rightfully operated;
    2. access or use the Services in high risk or hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, industrial, military or medical environments or systems, or life support or weapons systems;
    3. access or use the software in connection with any activity that is abusive, harmful, threatening, harassing, defamatory, bullying, malicious, discriminatory, deceptive, misleading, unethical, unlawful, or which violates another person’s privacy rights, or which is otherwise objectionable;  
    4. modify, translate, adapt, or otherwise create derivative works or improvements of the Services unless permitted under this Terms of Service;
    5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the Model or any part thereof;
    6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services; 
    7. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; or
    8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any unauthorized third party.
  9. Privacy. You acknowledge that you have read and understand our Privacy Notice. You may review our Privacy Notice at any time on the WiseOx website. You are solely responsible for ensuring that you only use and make available our Services to your End Users in compliance with applicable privacy and data security laws, including without limitation privacy laws designed to protect children online. If you make an AI Mascot available to End Users through a website, platform, or otherwise, you represent and warrant that you will provide notice and obtain consent and authorization for all privacy practices related to such AI Mascot as required by applicable law. In addition to Sections 23 and 24 herein, you agree to indemnify and hold WiseOx harmless for all claims, investigations, complaints, fines, and other matters arising from or relating to your legal requirements and obligations under data protection laws, and you further agree that WiseOx shall have no liability whatsoever related to such matters.  
  10. Content. You and/or your End Users will use the Services to create AI Mascots. Your AI Mascot will be trained using data sets provided by you at your discretion (“Your Data”). End Users will interact with the AI Mascot through prompts and other data inputs (“Inputs”) and End Users will receive outputs generated and returned by the AI Mascot based on Your Data and Inputs used to train the AI Mascot (“Outputs”). Your AI Mascots, Your Data, Inputs, and Outputs are collectively your “Content.” 
    1. You understand that Outputs from the AI Mascot are derived from Your Data and End User Inputs and WiseOx makes no representations whatsoever as to Outputs, including without limitation legality, distinctiveness, accuracy, completeness, consistency, or ability to be protected under intellectual property laws. It is your responsibility to evaluate Output for your use case. 
    2. You have the option of and sole responsibility for testing your AI Mascot for quality assurance purposes. The Services enable you to map an Output back to Your Data, Inputs, and other data from which the Output was derived, and to rate Outputs for accuracy and quality. You have the option to incorporate updates or modifications, give feedback, or update Your Data through the Services.
    3. You acknowledge and agree that, due to the nature of artificial intelligence technology, Outputs may not be unique across users and the Services could generate the same or similar output for different users. 
    4. Subject to the WiseOx Agreements, as between you and WiseOx, you own all of your Content. If WiseOx is deemed the owner of any of your Content that is intended to be owned by you pursuant to these Terms, WiseOx hereby assigns to you all its right, title, and interest in and to such Content. You are solely responsible for the accuracy, legality, completeness, and results of Your Data used to train the AI Mascot and your other Content, including for ensuring that it does not violate any applicable laws or these Terms.
    5. You may use your Content for any purpose in compliance with the WiseOx Agreements. WiseOx reserves the right to access and process your Content for WiseOx’s internal business, legal, or compliance purposes or for any other purpose described in our Privacy Notice. WiseOx reserves the right to use anonymized data for any lawful purpose without restriction. 
  11. Intended Use; Use by Children Restricted. The Services are intended for business use. If you use the Services for another purpose, you do so at your own risk and subject to these Terms of Service. The Services are not intended for children under the age of 16, and WiseOx does not knowingly permit registration or use of the Services by children under the age of 16 without consent from a parent or guardian. You are solely responsible for collecting legally adequate parent or guardian consent for any End User under age 16.
  12. Service Commitment. WiseOx offers a service uptime guarantee of 99.9% of available time per month (“Service Uptime Guarantee”). If you have a Subscription and WiseOx fails to maintain this Service Uptime Guarantee in a particular month (as solely determined by us), you may contact us at accounts@wiseox.ai or accounts@wiseox.com  to request a credit of 5% off your monthly fees.
  13. Updates. From time-to-time WiseOx may, in our sole discretion, develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that WiseOx has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree to promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and are subject to these Terms of Service. 
  14. End User Feedback. From time to time you or your End Users may submit comments and suggestions regarding the Services to WiseOx, including, without limitation, improvements, enhancements, and modifications of the Services (“Feedback”). You, on behalf of yourself and your End Users, hereby assign to WiseOx all right, title and interest to all such Feedback and all property rights in the Feedback, including all copyright, patent, trade secret, trademark and other intellectual property rights. You agree not to give, or permit your End User to give, WiseOx any Feedback that you have reason to believe is subject to any intellectual property claim or right of any third party, or subject to license terms that seek to require WiseOx to license the Services to any third party.
  15. Beta, Free and Trial Use Offerings; Free or Trial Subscriptions. WiseOx may, in its sole discretion, make beta, free and/or trial offerings of the Services available to you. In addition to these Terms of Service, special terms apply to beta, free, and trial offerings, including: 
    1. Beta Versions. WiseOx may make versions of the Services available prior to their release to the general public, for testing and evaluation purposes (“Beta Versions”). Beta Versions of the Services are subject in all respects to these Terms of Service, except that WiseOx may discontinue the Services or your ability to use a Beta Version at any time, with or without notice to you and without further obligation to you. Beta Versions may contain bugs, errors, or other issues, and therefore may not be used in your production environment(s) unless otherwise permitted by us in writing. You agree to notify WiseOx of all comments or suggestions about any Beta Version, including without limitation any problems and ideas for improvements, which come to your attention during your use of the Beta Version. By permitting you to access, download, install or use a Beta Version, WiseOx does not grant any additional right to you under any copyrights, patents, trademarks or trade secret information. 
    2. Free or Trial Use. If WiseOx makes the Service, or a demonstration version of the Services, available to you on a free or trial basis, it is so that you can use or observe a demonstration version of the Services to determine if the Services meets your needs before purchasing a license to use the Services as described herein. Free and trial use of the Services are subject in all respects to these Terms of Service, except that WiseOx may discontinue the dServices or your ability to use the Services or demonstration of the Services at any time, with or without notice or further obligation to you. If we provide you access to generally available Services for limited, temporary trial use, your use is permitted for the period limited by the license key or by us in writing. If there is no period identified, any free or trial use will expire thirty (30) days after the Services are made available to you. If you fail to stop using the Services by the end of the trial period, you will be invoiced for the list price of the Services.
    3. Disclaimer of Warranty. Beta, free, and trial offerings are provided “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and WiseOx will not have any liability relating to your use of the Services. 
  16. Third-Party Materials. The Services may comprise, include, display, link to, or otherwise access or make available third-party content (including third-party software code, data, information, Services, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that WiseOx is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. WiseOx does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you and your End Users access and use them entirely at their own risk and subject to such third parties’ terms and conditions. You acknowledge that you are responsible for obtaining all appropriate licenses for use of any third-party operating system or Services.
  17. Third-Party Products. If you use the Services in conjunction with third-party products, you are responsible for complying with the third-party providers’ terms and conditions and privacy notices, and all such use is at your risk. WiseOx does not provide support or guarantee ongoing integration support for products that are not a native part of the Services.
  18. Deactivation. WiseOx reserves the right to deactivate, blacklist, disallow, cancel, or discontinue your use of the Services if WiseOx determines, in its sole discretion, that the Services has been misused, or for the purpose of enforcing these Terms of Service, our Privacy Notice, our website Terms of Use, or for any other reason which WiseOx, in its sole discretion, deems necessary to preserve its intellectual property and/or commercial rights. In any such instance, WiseOx is not obligated to provide refunds, compensation or replacement of the Services or any portion thereof. 
  19. Termination. You may terminate these Terms upon thirty (30) days’ written notice to WiseOx. WiseOx may terminate these Terms upon thirty (30) days’ written notice to you, or at any time without notice if we cease to support the Services, which we may do in our sole discretion. In addition, these Terms will terminate immediately and automatically without any notice if you or your End Users violate any of the terms and conditions herein. Upon termination, all rights granted to you hereunder will also terminate; you must cease all use of the Services, cause all copies of the Services to be deleted or uninstalled from your End Users’ devices, and return or destroy any accompanying documentation in your possession or control. Termination will not limit any of WiseOx’s rights or remedies at law or in equity.
  20. Export Restriction; U.S. Government Rights. You acknowledge that the Services, or portion thereof, may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control Laws”). You and your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable Export Control Laws. You represent and warrant that (a) You and your End Users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions and that you and your End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) You and your End Users are not identified on any U.S. government restricted party lists; and that (c) none of Your Content created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications. The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all End Users under license, in accordance with 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
  21. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WISEOX, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WISEOX PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SOFTWARES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 
  22. Limitations and Exclusions of Liability. To the fullest extent permitted by law, in no event will WiseOx or our affiliates, licensors or service providers be liable for the following, regardless of the theory of liability or whether relating to or arising out of these Terms of Service, the Service, your Subscription, or otherwise, even if a party has been advised of the possibility of such damages: (a) you or your End Users’ inability to use the Services; (b) loss or corruption of data or interrupted or loss of business; (c) cost of substitute goods or services; (d) personal injury or property damage; (e) loss of revenue, profits, goodwill or anticipated sales or savings; or (f) indirect, incidental, exemplary, special or consequential damages. All liability of WiseOx, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to you, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed, in the aggregate, the total fees attributable to the twelve (12) month period before the initial claim and paid by you. This limitation of liability for Services is cumulative and not per incident. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law.
  23. Indemnification. You agree to indemnify, defend, and hold harmless WiseOx and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your or your End Users’ use or misuse of the Services or breach of these Terms of Service.
  24. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  25. Waiver of Class Action. YOU HEREBY WAIVE, ON BEHALF OF YOURSELF AND YOUR END USERS, ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AGAINST WISEOX RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST WISEOX OTHERWISE COMMENCED.
  26. Arbitration Agreement. This section affects rights that you may otherwise have. It provides for the resolution of most disputes through arbitration instead of court trials and class actions. YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION. Any controversy or claim between you and WiseOx arising out of or relating to: (a) these Terms or the breach thereof, (b) your access to or use of the Services, or (c) any alleged violation of any federal or state or local law, statute or ordinance by you (each such controversy or claim, a “Claim”) shall be resolved exclusively by binding arbitration administered by the Arbitration Service of Portland (“ASP”), or its successor. Either party may commence the arbitration process called for in these Terms by filing a written demand for arbitration with ASP, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of ASP’s procedural rules in effect at the time of filing the demand for arbitration and will be held exclusively in Deschutes County, Oregon, USA. The parties will cooperate with ASP and with one another in selecting an arbitrator from ASP’s panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith and that they will share equally in its costs. This section may be enforced by any court of competent jurisdiction, and the prevailing party shall be entitled to an award of all costs, fees, and expenses, including reasonable attorneys’ fees, to be paid by the party against whom enforcement is ordered. Each party hereby consents to service of process by certified mail.
  27. Governing Law. These Terms of Service are governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts located in Deschutes County, Oregon. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 
  28. Geographic Restrictions. The Services and WiseOx Content are based in the State of Oregon in the United States. You acknowledge that you may not be able to access portions or certain features of the Services and WiseOx Content outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you or your End Users access the Services and WiseOx Content from outside the United States, you are responsible for compliance with local laws.
  29. Modifications to Terms of Service. WiseOx reserves the right to modify these Terms of Service at any time, effective upon posting.  You can tell when changes have been made to these Terms by referring to the “Effective Date” legend on top of this page.  WiseOx will provide you with advance notice of a major change.  For example, WiseOx may (a) require that you reaccept the updated version of these Terms, (b) send you an electronic notification advising of the update to these Terms, or (c) include a notice on our Services.  WiseOx does not ordinarily provide advance notice of a minor change. You or your End Users’ continued use of the Services after these Terms have been updated (and after advance notice for a major change) indicates your agreement and acceptance of the updated version of these Terms.
  30. Miscellaneous. If any provision of these Terms of Service is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or severed from the document if and solely to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect. These Terms of Service, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without WiseOx’s prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. No joint venture, partnership, employment or agency relationship exists between you and WiseOx as a result of these Terms or your or your End Users’ use of the Services. WiseOx’s failure to enforce any provision of these Terms of Service will not be deemed a waiver of that or any other provision of these Terms.