Disclosures, Indemnification, Miscellaneous

Permitted and Required Disclosures

Wizespirit may disclose Member information, including, but not limited to, personal information, transcripts, surveys, and recordings, if Wizespirit reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate Wizespirit liability in an actual or potential lawsuit, (iii) is necessary or appropriate to protect Wizespirit rights or property, or the rights or property of any person or entity, (iv) is necessary or appropriate to enforce this Agreement (including, but not limited to, ensuring payment of fees by Members), or (v) is required or necessary to deter illegal behavior (including, but not limited to, fraud).

Indemnification

Member shall defend, indemnify and hold Wizespirit, its affiliates and its and their officers, directors, employees, consultants, representatives and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party related to: (a) any breach of any representation, warranty, covenant or agreement made or to be performed by Member according to this Agreement; (b) Member’s refusal to pay for services provided by any Advisor; (c) any content Member submits, posts or transmits through a Site and/or wizespirit or otherwise provided by Member; and (d) Member’s use of any Site and/or the Wizespirit. This section shall survive expiration or termination of this Agreement.

 

Miscellaneous

Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.

This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Wizespirit and Member with respect to the subject matter hereof, and Member has not relied upon any promises or representations by Wizespirit with respect to the subject matter except as set forth herein.

No amendment to this Agreement will be effective unless made in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

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