Terms and Conditions

Agreement and Introduction

These Terms and Conditions are the entire agreement of BoardWise, LLC, a Maine limited liability company whose principal business address is 439 US ROUTE 1 STE A, YORK, ME, 03909, USA (the 'Company') and you.

These Terms and Conditions, subject to amendment from time to time, represent the entire understanding and agreement between you and the Company and the use of the web-based application boardwise.online (the 'App') with respect to the subject matter of the same, and supersedes all other negotiations, understandings and representations (if any) made by and between you and the App. These Terms and Conditions shall not be construed more strongly against the App despite its responsibility for its preparation. Any updates to these Terms and Conditions will be posted on the App.

BY ENROLLING IN OUR APP'S SERVICES YOU AGREE, ACCEPT AND UNDERSTAND THE TERMS BELOW. WE HAVE THE RIGHT TO REFUSE SERVICE BASED ON LOCAL, STATE OR FEDERAL LAWS RELATING TO ANY JURISDICTION. IF YOU HAVE ANY QUESTIONS, CONTACT OUR CUSTOMER SERVICE TEAM AT support@boardwise.online. The App Terms and Conditions describe when and the conditions under which you are allowed to access or use the App. Please read these carefully before visiting our App. If you do not agree to these Terms and Conditions, you may not visit, use, or access the App and you may not click to accept the Terms and Conditions when prompted on the App.

Artificial Intelligence Disclaimer

The App is an AI-powered automated guidance and document preparation platform with organizational tools for case management that helps licensed professionals quickly respond to licensing state board complaints, navigate disciplinary processes, and organize their case materials. The Company provides a technology platform that utilizes artificial intelligence (AI) and automated processes to assist users. The AI technology employed is probabilistic in nature and may produce varying results. The platform is provided "AS IS" and "AS AVAILABLE" without any warranties, express or implied, regarding the accuracy, reliability, or appropriateness of AI-generated content, provided however that the Company warrants that it shall use commercially reasonable efforts to maintain the availability and functionality of the platform in accordance with industry standards.

While the Company's AI-powered system is designed to generate responses based on user inputs, users expressly acknowledge and agree that: (i) the system operates through automated processing of data and pattern recognition; and (ii) it is not a substitute for professional legal advice for a licensed professional. The Company uses structured user input and artificial intelligence algorithms to generate responses. The AI systems are trained on historical data and may not reflect any recent changes in coaching information or techniques. AI-generated materials must be reviewed, verified, and customized by a user. AI-generated materials may not capture all nuances or the unique circumstances of your specific situation, and the AI system's responses are based on pattern recognition rather than legal reasoning or judgment. Errors, omissions, or outdated content may occur due to limitations in the underlying AI technology, including but not limited to: training data cutoff dates, algorithmic biases, technical limitations, or changes in applicable laws or regulations that post-date the AI model's training. While the Company makes reasonable efforts to assist you with answers, you maintain responsibility for reviewing and verifying all recommendations. Each party shall be responsible for their own acts and omissions in connection with the use of the platform.

By using this platform, you acknowledge and accept full responsibility and all associated risks for how any information used or submitted, and you agree that the Company shall not be responsible for any decisions made or actions taken based on the platform's output. We strongly encourage you to consult a licensed legal professional for complex or high-risk matters. While the Company strives to operate in compliance with applicable laws, users acknowledge that the AI system may produce unexpected or inappropriate responses that are outside of the Company's control and responsibility. Users understand that AI outputs are probabilistic in nature and that the Company cannot guarantee the appropriateness of any AI-generated content for specific use cases. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE AI CONTENT ON THE PLATFORM. By using the Services, you acknowledge and agree that: (i) you are solely responsible for verifying the accuracy, completeness, and applicability of any AI-generated information or recommendation; (ii) AI outputs may contain errors, inconsistencies, or outdated information despite the Company's reasonable efforts to maintain system accuracy; (iii) you will independently verify all AI-generated content before use; and (iv) you are encouraged to consult a licensed legal professional in your jurisdiction for advice regarding your specific situation. You further acknowledge that AI technology is rapidly evolving, and its capabilities and limitations may change over time.

User Responsibilities

The App will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.

• you have the authority to, and are of legal age in your jurisdiction, to bind yourself to this Agreement;
• your use of the App services will be solely for purposes that are permitted by this Agreement;
• your use of the App service will not infringe or misappropriate the intellectual property rights of any third party;
• your use of the App services will comply with all local, state and federal laws, rules, and regulations, and with all other App policies and procedures.

You are allowed to use the App services as long as you follow the rules and restrictions as set forth in this agreement and as per the applicable law in the state in which you reside.

Prohibited Site Uses

You may not use, or encourage, promote, facilitate, instruct, or induce others to use, the App or App services for any activities that violate any law, statute, ordinance or regulation; or for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others. The following are some examples of uses that are prohibited on the App by users, Providers or anyone who accesses or uses the App, or when using the App services:

• Seeking, offering, promoting, or endorsing services, content, or activities that: (i) are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature; (ii) would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website; (iii) would violate (a) App Terms and Conditions, (b) Site other policies and procedures, or (c) the terms of service of another website or any similar contractual obligations; (iv) regard the creation, publication, or distribution of "fake news", content or similar content, which is, in the App's sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage; (v) regard or promote in any way any escort services, prostitution, or sexual acts; or (vi) are harassing toward another person based on the person's inclusion in a protected class as defined by applicable law; (vii) is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (viii) defames, harasses, abuses, threatens, or incites violence towards any individual or group;
• fraudulent or misleading uses or content, including: (i) fraudulently billing or attempting to fraudulently bill any user, (ii) misrepresenting experience, skills, or information, including by representing another person's profile, or parts of another person's profile, as your own; (iii) using a profile photo that misrepresents your identity or represents you as someone else; (iv) impersonating any person or entity; (v) falsely attributing statements to any App representative; (vi) falsely stating or implying a relationship with the App or with another company with whom you do not have a relationship; (vii) allowing another person to use your account, which is misleading to other users; or (viii) expressing an unlawful preference in a post or otherwise unlawfully discriminating on a protected basis; (ix) Posting identifying information concerning another person; (x) spamming other users/Providers; (xi) Making or demanding bribes or other forms of payments without the intention of providing services in exchange for the payment; (xii) duplicating or sharing accounts; (xiii) selling, trading, or giving an account to another person without Site consent; (xiv) directly or indirectly, advertising or promoting another website, product, or service or soliciting other Providers for other websites, products, or services, including advertising on the App to recruit Providers and/or users to another website or company;
• Interfering or attempting to interfere with the proper operation of the App or App Services or any activities conducted on the App, including by: (i) bypassing any measures that the App may use to prevent or restrict access to the App or any subparts of the App, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the App or the content therein; (ii) attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the App; (iii) using any robot, spider, scraper, or other automated means to access the App for any purpose without our express written permission; (iv) attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the App;(v) collecting or harvesting any personally identifiable information, including account names, from the App; (vi) attempting to or imposing an unreasonable or disproportionately large load (as determined in the App's sole discretion) on the App's infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the App that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the App or any software, firmware, hardware, computer system, or network of the App or any third party; (vii) accessing or attempting to access the App or App Services by any means or technology other than the interface provided; or (viii) framing or linking to the App or App Services except as permitted in writing;
• Conduct or actions that could jeopardize the integrity of or circumvent the App, App services or App proprietary information, including: (i) attempting to, or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the App or App services unless expressly permitted by applicable law or the App; or (ii) accessing or using the App or App services to build a similar service or application, identify or solicit App users; (ii) contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.

Services

Your use of the App services is offered at the discretion of the App, and it reserves the right to modify these terms and conditions, condition of participation, or any other aspect of the services, in whole or in part, at any time, with or without notice to you (except as otherwise specified herein).

Third Party Processor

The App will use Stripe as a third-party payment processor to process any payments. When you process payments via a third-party payment processor, you shall separately read and agree to their User Agreement and comply with this Agreement and the business rules of such partner. The App shall assume no responsibility for any loss or damage.

We reserve the right to delay, cancel, reverse (to the extent possible) or refuse to process, any submitted transaction, if: (i) required by law or regulations or in response to a subpoena, court order, or other government order or to enforce transaction limits; (ii) we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime or illegal activity; (iii) we reasonably suspect that the transaction is erroneous; (iv) if we suspect the transaction relates to prohibited use as set forth in this agreement; or (v) we suspect that you have breached any terms of this agreement. In such instances, we are under no obligation to allow you to reinstate a transaction.

Intellectual Property

If you believe that material located on or linked to by the App violates your copyright, please notify us in accordance with our Digital Millennium Copyright Act Policy. The App respects the intellectual property rights of others and requests that our users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a user's access to and use of the App if, under appropriate circumstances, the user is determined in the App's sole discretion, to be a repeat infringer of the copyrights or other intellectual property rights of the App or others. We may terminate access for users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.

If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the App infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by sending a properly formatted take-down notice in writing to the App designated copyright agent at support@boardwise.online. If the App takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to the App. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties. If you believe that your user generated content that has been removed from the App is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the App, you may send a properly formatted counter-notice to the App copyright agent using the contact information set forth above. If a counter-notice is received by the App copyright agent, the App may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the App in 10 to 14 business days after receipt of the counter-notice.

The App retains all ownership of our intellectual property, including our copyrights, patents, and trademarks. This Agreement does not transfer from the App to you any App or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with the App. We reserve all rights that are not expressly granted to you under this Agreement. Specifically, the App and all other trademarks that appear, are displayed, or are used on the App or as part of the service are registered or common law trademarks or service marks of the App. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from the App, except as an integral part of any authorized copy of the Content.

Notice of Price Change

If you decide to use the App services you have the right to receive written notice of all price increases that vary from the amount you previously authorized. If we decide to increase the price, we will notify you.

Privacy

Use of the Site is subject to the terms of our Privacy Policy, each of which is hereby incorporated into and made part of these Terms and Conditions. Please carefully review these which explains how we collect, use, and disclose information. By using or accessing the App, you agree to be bound by the terms of these policies.

No Warranty

The App makes no warranty of any kind regarding the services which are provided on an as is and as available basis. The App expressly disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. The App is not responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to the services, including without limitation, that the services will be error-free, or as to the accuracy, completeness and timeliness of any content or information distributed with respect to the services.

SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY AND DISCLAIMER OF IMPLIED WARRANTIES, SO THE DISCLAIMERS AND LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

Entire Agreement; Severability

This Agreement (and the End User Agreement and Privacy Policy) contains all of the terms of the services, and no representations, inducements, promises or agreements concerning the services not included in this Agreement shall be effective or enforceable. If any of the terms of this Agreement shall become invalid or unenforceable, the remaining terms shall remain in full force and effect.

Governing Law

THIS AGREEMENT AND THE TERMS OF THE SERVICE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MAINE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF.

Arbitration

ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, YOUR MEMBERSHIP IN THE SERVICE AND USE THEREOF, OR TO ANY ACT OR OMISSION FOR WHICH YOU MAY CONTEND. In the event of a dispute between you and THE APP, you and THE APP agree that a prompt and fair resolution, without the time and expense of formal court proceedings, would be in both parties' mutual interests. All disputes shall be submitted to final and binding arbitration to be conducted in Cumberland County, Maine, or a location closest to South Portland, Maine if no such location for the chosen arbitration body exists there.

MANDATORY ARBITRATION REPLACES THE RIGHT OF EITHER PARTY TO GO TO COURT AND DEMAND A JURY TRIAL. The party filing the arbitration must choose one of the following arbitration firms and follow its rules and procedures for initiating and pursuing an arbitration: American Arbitration Association, (http://www.adr.org) or JAMS (http://www.jamsadr.com). In the event that the selected firm cannot administer the arbitration, the party filing the arbitration will select the other firm. Each party will bear its own expenses, except that the arbitrator will be entitled to award a different allocation of costs and fees where the arbitrator determines that a filed claim is frivolous. The arbitrator will not have the power to award punitive damages or other damages not measured by the prevailing party's actual damages, except as may be required by statute. Any award in arbitration initiated under this clause will be limited to monetary damages and will include no injunction or direction to any party other than the direction to pay a monetary amount, except as required by statute or to comply with the terms of the contract. Any award rendered by the arbitrator will be final and binding upon each of the parties, and judgment thereon may be entered in any court having jurisdiction thereof. The Federal Arbitration Act will govern the interpretation and enforcement of this section. During the dependency of such arbitration and until final judgment thereon has been entered, these Terms and Conditions will remain in full force and effect unless otherwise terminated as provided hereunder. If a provision of this clause is held to be invalid, the remainder of the clause will remain in full force and effect, and, to this end, the provisions of this clause are severable. In the event that any State or Federal court rules that this arbitration provision is defective in whole or part or permits an action to be filed in a State or Federal court then the parties agree to have their dispute heard before a court located nearest to South Portland, Maine.

The parties also agree to have any such dispute heard before a Judge and waive any rights to a trial by jury THAT THE APP IS LIABLE, INCLUDING BUT NOT LIMITED TO ANY CLAIM OR CONTROVERSY AS TO ARBITRABILITY (DISPUTE, SHALL BE FINALLY AND EXCLUSIVELY SETTLED BY BINDING ARBITRATION. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY ANY STATE OR FEDERAL COURT HAVING JURISDICTION NEAREST TO CUMBERLAND COUNTY, MAINE. THE ARBITRATOR SHALL NOT HAVE THE POWER TO AWARD DAMAGES IN CONNECTION WITH ANY DISPUTE IN EXCESS OF ACTUAL COMPENSATORY DAMAGES AND SHALL NOT MULTIPLY ACTUAL DAMAGES OR AWARD CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, AND EACH PARTY IRREVOCABLY WAIVES ANY CLAIM THERETO. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CONSUMERS OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. BOTH YOU AND THE SITE VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL.

Assignment

The App may assign its rights and obligations pursuant to these Terms and Conditions without prior notice. You may not assign your membership or your rights or obligations pursuant to these Terms and Conditions.

Communication Between Us

You understand that the App may monitor, tape and/or record any conversation that may occur between us. However, the App is not obligated to do so and it may choose not to do so. You authorize the App to contact you at its discretion by using prerecorded messaging, predictive dialing devices, and electronic messaging including but not limited to SMS, Text, MMS, Chat, IM, and Email. If you choose not to be contacted by this method, please contact member services. Please contact us at support@boardwise.online.