WINNOW TERMS OF SERVICE

Last Update: August 1, 2020

OVERVIEW

The following terms of service ("Terms" or "Terms of Service") govern your access to and use of the Winnow website ("Website" or "Site"). The Website is operated by Winnow Digital Services. Throughout the Site, the terms "Winnow", "we", "us," and "our" refer to Winnow Digital Services. Any term defined in the singular also refers to the plural and vice versa. Winnow Digital Services offers this Website, including all information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all Terms, conditions, policies and notices stated here. These Terms of Service constitute a legal agreement between Winnow and you, the user (referred to herein as "you", "your" or "user").

By visiting our Site and/ or using our services, either gratuitously provided or in exchange for payment, you engage in our "Service" or "Services" and agree to be bound by the following Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Site, including without limitation, users who are browsers, vendors, customers, clients, third-party suppliers, third-party platform providers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our Website. By accessing or using any part of the Site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions listed in the Terms of Service, then you may not access the Website or use any of the Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools that are added to the current Website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. Winnow reserves the right to change any of the terms and conditions contained in these Terms of Service or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to these Terms of Service will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of this site and the services following winnow's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to these terms of service, do not continue to use the services or the site.

These Terms of Service apply only to our Website and do not apply to any other site, page, or platform that we link you to. Our Service involves running advertising campaigns on third-party platforms ("Third-Party Platforms") including, but not limited to, Facebook and Google AdWords. You should familiarize yourself with the Terms of Service of these Third-Party Platforms to ensure you are in compliance with them. We do not take responsibility for ensuring your compliance with the terms of service of Third-Party Platforms.

1. SERVICE

Winnow is a sales and marketing campaign management utility that automates the process of strategizing, comparing, publishing, and analyzing advertising campaigns across mobile, social, video, display, and search (collectively the "Service" or "Services" referenced above).

Each individual order for our Services is an advertising campaign ("Campaign"). The Campaign will run via Third-Party Platforms such as Facebook and Google AdWords; other platforms may be used and the listing of specific platforms herein is to provide examples and not a limitation.

Any costs payable to third parties associated with each Campaign are your responsibility. Winnow will not be responsible for any costs associated with creating advertising or placing advertisements on Third-party Platforms. No Campaigns will be run until you provide the Third Party Platform with a valid credit card account (or other acceptable form of payment).

Specifics related to each Campaign, such as location of advertisements, Third-Party Platforms used to advertise on, frequency of advertising, length of the Campaign, daily advertising budget, monthly advertising budget, and other various components of the Campaign will be determined at the time of your initial order ("Order"). Should changes be made, increased costs may be incurred and those increased costs are the sole responsibility of you, the user.

Your Order will specify a budget for each day and for each month of your Campaign. You are advised and accept that your daily budget may be exceeded on any given day. The Third-Party Platforms run algorithms to ensure that your advertisement has maximum exposure, thus on certain days the Third-Party Platform may run your advertisement in excess of your budget.

2. CONTENT

We take no responsibility to ensure the validity of any content provided by you for the Campaign ("Content"). It is your responsibility to ensure that any Content provided does not infringe upon or violate the rights of any third-party, including but not limited to: intellectual property rights, copyright, trademark, privacy, personality or other personal or proprietary right. You further agree your Content will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service, the Website, Third-party Platforms, or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. Should the Content infringe upon or violate the rights of any third-party, the liability is solely upon you and you must indemnify Winnow in relation to any losses it may suffer. If you are in violation of any of the Content requirements listed in this section your Winnow account may be suspended or terminated, at our sole discretion.

If you choose to cancel the Service, any Content you have submitted to Winnow via the Website will be retained by Winnow for sixty (60) days. During this time, if you choose to subscribe to the Service again, your Content will be available for your use. If, at the end of the 60 day period, you have not subscribed to the Service again, Winnow may delete any content you provided to it; nothing in this section affects Winnow’s rights pursuant to section 20 of these Terms.

The Third-Party Platforms have their own rules, requirements and limitations regarding content that may be published on their platforms. You should familiarize yourself with the content rules of these Third-Party Platforms. If the Content you provide is in violation of the Third-Party Platform’s rules, your Campaign may be rejected and/or your account on the Third-Party Platform may be suspended and/or cancelled. These rules can be found on the Third Party Platform’s website.

3. ELIGIBILITY

Use of the Site and Services is limited to parties that are at least eighteen (18) years of age and can lawfully enter into and form contracts under applicable law. To register, you must provide your name, the legal name under which your business is registered, address, phone number, e-mail address, and valid credit card information. You represent and warrant that you have all requisite right, power and authority to enter into and accept the Terms of Service and perform your obligations hereunder.

4. MODIFICATION OF THESE TERMS

You agree to abide by the procedures and guidelines contained in these Terms of Service. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept such modified terms in order to continue to use the Website or the Services. Material modifications are effective upon your acceptance of such modified Terms. Immaterial modifications are effective upon publication. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms in effect at the time the dispute arose.

5. PAYMENT FOR SERVICE

You maybe required to pay us a fee. When registering for our services, you may be required to provide a valid credit card number. We use stripe to process and collect our fees. Please refer to their terms of use for additional information at https://stripe.com/us/privacy

  1. Winnow may charge a flat monthly service fee ("Fee"). The Fee is non-refundable. Should you choose to cancel your Order with Winnow after paying the Fee, your Service will be terminated but you will not receive a refund for the Fee paid.
  2. The Service will automatically renew on a monthly basis until you contact us at support@winnowpro.com and notify us that you wish to terminate the Service. You must advise us no later than seventy-two (72) hours prior to the start of the next billing period that you wish to terminate the Service. If you fail to provide us with 72 hours notice, you will be billed for the proceeding month.

6. MODIFICATIONS TO THE SERVICE AND THE PRICES

Prices for our Services are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Winnow is also not liable to you or to any third-party for any modification, price change, suspension, or discontinuance of service by a Third-Party Platform.

We are not responsible for any transactions between you and the Third-Party Platform, including ad placement, Campaign strategy, etc. after termination of the Service.

7. WINNOW RESERVATION OF RIGHTS

Winnow, retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any content on the Website through which the Service is provided, without express written permission by us.

8. PASSWORD SECURITY

Your password may be used only to access the Site, and use the Services. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.

9. THIRD PARTY LINKS

Certain content, products and services available via our Service may include materials from third parties.

Third-party links on this Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products and/or services should be directed to the third-party.

10. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

If, at our request or without our request, you send submissions, creative ideas, suggestions, proposals, plans, advertising materials, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

11. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on our Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to Service descriptions, pricing, promotions, offers, timelines in providing the Service, and availability of a Service from us or from a third-party provider or from Third Party Platform. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice, including after you have submitted your Order.

We undertake no obligation to update, amend or clarify information in the Service, on the Website or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service, the Website, or on any related website, should be taken to indicate that all information in the Service, Website, or on any related website has been modified or updated.

12. ILLEGAL ACTIVITY

13. ACCEPTABLE USE

You agree not to misuse the Website or the Services. For example, you must not do or attempt to do the following:

14. PRIVACY

You understand that your Content and your personally identifiable information ("PI"), not including credit card information, may be transferred unencrypted and involve transmissions over various networks, including changes to conform and adapt to technical requirements of connecting networks or devices. You also understand that once your Content and your PI is transferred to a Third-Party Platform, Winnow does not have control over them. To find out more about how Winnow treats your PI, please review Winnow’s Privacy Policy which can be found at www.winnowpro.com/privacy. Winnow’s Privacy Policy is incorporated into these Terms of Service by reference and forms part of these Terms of Service. The Privacy Policy may be changed at any time without notice to you. Please check the Privacy Policy often to ensure that you are up to date with any changes that may have been made.

15. NO WARRANTIES

We strive to provide great Services, but there are certain things that we can't guarantee. To the fullest extent permitted by law, winnow makes no warranties, either express or implied, about the website and/or the services. The website and services are provided "As is" and on an "As available" basis, without warranty or condition of any kind, either express or implied. Winnow specifically (but without limitation) disclaims all warranties of any kind, whether express or implied, relating to the website and/or services and all content available through the website and/or service, including but not limited to (I) any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (ii) any warranties arising out of course of dealing, usage, or trade. Winnow does not warrant that the website and/or service or any part of the website and/or service, or any content offered through the website and/or service, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and do not warrant that any of the foregoing will be corrected. You assume all risk for all damages that may result from your use of or access to the website, service, your dealings with other service users, and any or content available through the service. You understand and agree that you use the service, and you use, access, download, process, or otherwise obtain content through the service, and any associated sites or services at your own discretion and risk, and as between you and winnow, you will be solely responsible for any damage to your property (including your computer system used in connection with the service) or loss of data or any other loss that results from the use of the website and/or service or the download or use of such materials or content. Some jurisdictions may prohibit a disclaimer of warranties and you may have other rights that vary from jurisdiction to jurisdiction.

16. INDEMNITY/LIMITATION OF LIABILITY

In no event will winnow be liable to you for any indirect, incidental, special, consequential or punitive damages (including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses) arising out of or relating to your access to or use of, or your inability to access or use, the website, the service, or any content on the website, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, whether or not winnow has been informed of the possibility of such damage. In no event will winnow’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the above limitation may not apply to you.

Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under these terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section 16 will apply even if any limited remedy fails of its essential purpose.

17. GENERAL RELEASE

Lorem ipsum dolor sit amet, consectetur adipiscing elit. Suspendisse varius enim in eros elementum tristique. Duis cursus, mi quis viverra ornare, eros dolor interBecause winnow is not involved in transactions between you and third party platforms, you release winnow (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

18. APPLICABLE LAW

Disputes arising herein will be resolved by binding arbitration, And by accepting these terms, you and Winnow Digital Services are each waiving the right to a trial by jury or to participate in a class action. You agree to give up your right to go to court to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a Neutral arbitrator and not a judge or jury and your claims cannot be brought as a class action. Below are the details regarding your agreement to arbitrate any disputes with Winnow Digital Services;
a. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting legal@winnow.co. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Winnow Digital Services may bring a formal proceeding. You agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under 18.a.iii.

19. CONTROLLING LAW

These Terms are governed by the laws of the State of California, USA without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Winnow Digital Services agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California for the purpose of litigating all such disputes. We operate the Service from our offices in California, and we make no representation that the Service is appropriate or available for use in other locations.

20. YOUR GRANT

By entering into these Terms of Service and placing an Order, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Winnow and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in these Terms of Service will prevent or impair our right to use without your consent the Content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the Content you submit to Winnow, and that the use of such materials by Winnow and its affiliates will not infringe upon or violate the rights of any third party.

21. TERMINATION

Winnow, in its sole discretion, may terminate your access to the Site or the Services immediately without notice, for any reason.

22. GENERAL PROVISIONS

23. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at legal@winnow.co

The following terms of service ("Terms" or "Terms of Service") govern your access to and use of the Winnow website ("Website" or "Site"). The Website is operated by Winnow Digital Services. Throughout the Site, the terms "Winnow", "we", "us," and "our" refer to Winnow Digital Services. Any term defined in the singular also refers to the plural and vice versa. Winnow Digital Services offers this Website, including all information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all Terms, conditions, policies and notices stated here. These Terms of Service constitute a legal agreement between Winnow and you, the user (referred to herein as "you", "your" or "user").

By visiting our Site and/ or using our services, either gratuitously provided or in exchange for payment, you engage in our "Service" or "Services" and agree to be bound by the following Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Site, including without limitation, users who are browsers, vendors, customers, clients, third-party suppliers, third-party platform providers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our Website. By accessing or using any part of the Site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions listed in the Terms of Service, then you may not access the Website or use any of the Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools that are added to the current Website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. Winnow reserves the right to change any of the terms and conditions contained in these Terms of Service or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to these Terms of Service will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of this site and the services following winnow's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to these terms of service, do not continue to use the services or the site.

These Terms of Service apply only to our Website and do not apply to any other site, page, or platform that we link you to. Our Service involves running advertising campaigns on third-party platforms ("Third-Party Platforms") including, but not limited to, Facebook and Google AdWords. You should familiarize yourself with the Terms of Service of these Third-Party Platforms to ensure you are in compliance with them. We do not take responsibility for ensuring your compliance with the terms of service of Third-Party Platforms.