B601 Labs, Inc. (“Winware,” “we,” “us,” or “our”) invites you to use our online platform (the “Platform”) which you can access through our website located at https://winware.ai (the “Site”). Please read these Terms of Service carefully. These Terms of Service state the terms and conditions under which you may use the Platform.
We provide our Platform to Visitors, and Customers (all as defined below) subject to the following Terms of Service, which may be updated by us from time to time without notice to you. If we change any material terms of these Terms of Service, we will notify you by email, and your continued use of the Platform will be deemed acceptance of the updated Terms of Service.
As a Customer, you can have Authorized Users access the Platform. “Authorized Users” are your current employees, contractors, or agents whom you authorize to access and use the Platform; provided, however, that any contractors’ or agents’ access to and use of the Platform will be limited to their provision of services to you. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses and uses the Platform using any of your or your Authorized Users’ Sign-In Names, Passwords, and Unique Identifiers. Authorized Users may sometimes be referred to just as Users in these Terms of Service.
The Platform allows individuals and companies (each, a “Customer”) to measure and report on usage metrics of their product(s) (each, a “Product”);. The Platform also helps Customers determine how usage impacts purchase intent of its users (“End-Users”) based on usage of a Customer's product (collectively, “Services”). In order to provide these Services, Customers pass on their End-Users’ unique user identification (“UserEnd-User ID”) and email addresses (collectively, “End-User Data”). We can then match the site usage behaviors to specific users and sales activities in a Customer’s Customer Relationship Management tool (“CRM”) on Winware's backend. As set forth in greater detail below, Winware agrees not to use the End-User Data it obtains for any purpose other than providing the Services.
Subject to the terms and conditions of these Terms of Service, you are granted a non-exclusive, non-transferable license to access and use the Platform. You will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Platform; or (ii) introduce into the Platform any virus, worm, “black door,” Trojan Horse, or similar harmful code. If you violate this section, we reserve the right in our sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice.
You are welcome to browse the Site as a visitor(“Visitor”) without providing any information to us. In order to access and use the Plat form as a Customer, you must register by creating a Customer account (“User Account”). During the registration process, you will have to provide your name, and email address. You will be required to create a password for your account. If you wish to purchase a paid Subscription to the Platform, you will also have to provide your credit card or other payment related information. You represent and warrant that all registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. You are responsible for the confidentiality of your User Account. User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the Services. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.We are under no obligation to accept any individual or company as a Customer, and may acceptor reject any registration in or sole and complete discretion.
The Platform is offered to you on a subscription basis (“Subscription”). If you register for a trial, we will provide the Platform to you free of charge during the time period made known to you during registration (“Trial Period”). You may cancel your Subscription at any time during the Trial Period by providing written notice to us. Following the Trial Period, you may purchase a paid Subscription to the Platform.
You agree to pay any applicable Subscription fees made known to you during registration. We may use a third party service provider (“Third Party Service Provider”) to process payment of such fees. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.
It is important to note that when you sign up to use the Platform, your Subscription will automatically renew until you cancel it. You may cancel at any time by notifying us in writing no later than ten (10) days before the next upcoming renewal, and the cancellation will take effect the following month subject to the terms and conditions set forth in the Section titled “Effect of Termination.” Again, if you do not cancel, then your Subscription will automatically renew under the same Subscription.
If you fail to pay the applicable Subscription fees when due, we may immediately suspend your account until all outstanding Subscription fees have been paid in full. You will not be able to access and/or use our Platform while your account is suspended.
Winware Intellectual Property. We own and will continue to own all right, title, and interest in and to (i) the Site, and the Platform, including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the Platform; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any other content and materials available through the Platform and all intellectual property rights therein (collectively, the “Winware Intellectual Property”). Except as expressly permitted in these Terms of Service, you have no rights in or to any Winware Intellectual Property.
Customer Generated Content. You may post and/or create content through the Platform, including but not limited to, the Projects(s) and Metric(s) you create (hereinafter, “Customer Generated Content”). We cannot and do not review the Customer Generated Content--we merely act as a passive conduit for distribution of the Customer Generated Content. That said, we may remove Customer Generated Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion.
As between Winware and you, you retain all copyrights and other intellectual property rights in and to the Customer Generated Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use your Customer Generated Content as reasonably necessary for us to provide the Platform to you.
End-User Data. Subject to the terms and conditions of this Agreement, you hereby grant us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to us (such as hosting providers), to reproduce, execute, use, store, archive, and distribute the End-User Data only for the purpose of providing the Services hereunder. Winware will not redistribute any of your End-User Data to any third-party including other Customers. Within ninety (90) days of expiration or termination of the Agreement, Winware shall destroy any and all copies (written or electronic) of End-User Data in its possession and upon request, Winware shall provide written certification of such destruction to Customer.
Usage Data. Notwithstanding anything to the contrary herein, we may monitor Customer's use of the Services and collect and compile Usage Data (defined below). As between us and Customer, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by us. Customer acknowledges that we may compile Usage Data based on Customer and Authorized User input into theServices. Customer agrees that we may(i) make Usage Data publicly available in compliance with applicable law, and (ii) use for internal business purposes; provided that such UsageData does not identify Customer or Customer's Confidential Information. "Usage Data" means data and information related to Customer's and Authorized Users use of the Services that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
Confidential Information” means: (i) with respect to Winware, the Winware Intellectual Property and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; and (ii) with respect to Customer, your Customer Generated Content and any other non-public information or material regarding your legal or business affairs, financing, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
The Receiving Party will: (i) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (ii) not use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of these Terms of Service; and (iii) not disclose the Disclosing Party’s Confidential Information to any party other than its employees, contractors, advisors, and agents, who are bound by obligations of confidentiality as restrictive as those set forth in these Terms of Service. If the Receiving Party is legally compelled to disclose any of the disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
By accessing and/or using the Platform, you hereby agree that:
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
NONE OF WINWARE, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “WINWARE PARTIES”) ENDORSE ANY CUSTOMER, CUSTOMER GENERATED CONTENT (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED BY ANY CUSTOMER) OR ANY PRODUCT FOR WHICH MEASURED THROUGH THE PLATFORM. NONE OF THE WINWARE PARTIES IS A PARTY TO ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN CUSTOMERS AND THEIR USERS.
THE SITE, THE PLATFORM AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, (I) THE WINWARE PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE, OR THE PLATFORM, EVEN IF A WINWARE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO WINWARE IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU
You agree to defend, indemnify, and hold the Winware Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of these Terms of Service; (ii) your breach of the representations and warranties hereunder; (iii) your misuse of the Platform; (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right; (v) your negligence or willful misconduct, or (vi) any claims brought against any Winware Party by a User of your product as a result of any of your acts or omissions.
If you believe the Platform contains any content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:
To contact our Copyright Agent by email, please write to firstname.lastname@example.org, with COPYRIGHT NOTICE in the subject line.
This section, and the sections entitled Intellectual Property, Confidentiality, Indemnification, WI Disclaimers and Limitation of Liability, and Effect of Termination shall survive the termination of these Terms of Service. You may not assign these Terms of Service. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Service. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, USA. Except for proceedings commenced by Winware to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. These Terms of Service contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the use of the Site and/or the Platform.