Last Updated: May 26, 2022
Please review these terms and conditions carefully.
IN PARTICULAR, PLEASE REVIEW THE ARBITRATION AGREEMENT IN SECTION 18 CAREFULLY, AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION 18.
The following terms of service (“Terms” or “Terms of Service”) govern your access to and use of the WinnowPro website (“Website” or “Site”) and our related content, features, platforms and other services. The Website is operated by Winnow Digital Services Inc. (“WinnowPro”, “we", "us", and "our"). 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 WinnowPro 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.
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.
WinnowPro 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, including without limitation Facebook and Google AdWords.
Any costs payable to third parties associated with each Campaign are your responsibility. WinnowPro 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 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.
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 WinnowPro in relation to any losses it may suffer. If you are in violation of any of the Content requirements listed in this section your WinnowPro account may be suspended or terminated, at our sole discretion.
If you choose to cancel the Service, any Content you have submitted to WinnowPro via the Website will be retained by WinnowPro 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 sixty (60)-day period, you have not subscribed to the Service again, WinnowPro may delete any content you provided to it; nothing in this section affects WinnowPro’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.
Use of the Site and Services is limited to parties that are of legal age in the jurisdiction in which they reside to 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 agree to provide accurate, current, and complete information about yourself and to to maintain and promptly update such information to keep it accurate, current, and complete. 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, personally and, if applicable, on behalf of any business on whose behalf you have created an account and to bind such business to 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. If you object to any such changes, your sole recourse is to stop using our Site and Services. 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.
To access certain features or services, you may be required to pay us a fee. Except as otherwise specified herein fees are quoted and payable in United States dollars. We reserve the right to change are prices. If we change our prices, we will provide notice of the change on the Site or via email to you, at our option, at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change becomes effective constitutes yoru agreement ot pay the changed amount.
To facilitate payment, you may be required to provide a valid credit card number and related payment instrument details. You represent and warrant to us that such information is true and that you are authorized to use the payment instrument. You must promptly update such information to account for any changes such as a change in your billing address or credit card expiration date. You hereby authorize WinnowPro to bill your payment instrument in accordance with the terms of the plan you have selected and agree to pay any charges so incurred. We use Stripe to process and collect our fees. Please refer to their terms for additional information at https://stripe.com/us/privacy.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. This may include adding new features, updating existing features, or removing features or functionality form the Services, temporarily or permanently. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service. If you object to any such changes, your sole recourse is to stop using the Service and cancel your subscription. Any new features or tools that are added to the current Website shall also be subject to these Terms of Service. Continued use of the Services after the date any such changes take effect constitutes your agreement to such changes.
WinnowPro, 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 or any content on the Website through which the Service is provided, without express written permission by us.
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.
If you send submissions, creative ideas, suggestions, proposals, plans, advertising materials, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Submissions"), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us. We are and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay compensation for any Submissions; or (3) to respond to any Submissions.
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.
You agree not to misuse the Website or the Services. For example, you must not do or attempt to do the following:
We strive to provide great services, but there are certain things that we can't guarantee. To the fullest extent permitted by law, WinnowPro 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. WinnowPro 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. WinnowPro 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 users, and any 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 WinnowPro, 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.
In no event will WinnowPro 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 WinnowPro has been informed of the possibility of such damage. In no event will WinnowPro’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.
Because WinnowPro is not involved in transactions between you and Third-Party platforms, you release WinnowPro (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.
Disputes arising herein will be resolved by binding arbitration, and by accepting these Terms, you and Winnow Digital Services Inc. 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 WinnowProBefore filing a claim against us, you agree to try to resolve the dispute informally by contacting legal@Winnowpro.com We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within fifteen (15) days of submission, you or WinnowPro 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 this Section 18.
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 WinnowPro 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.
By entering into these Terms of Service and placing an Order, you grant us a royalty-free, non-exclusive, worldwide, right and license to host, copy, process, transmit, display, use, reproduce, perform, distribute, adapt, modify, re-format, create derivative works of information, data, and Content provided or submitted by you to or through the Services solely for the purpose of WinnowPro providing the Services to you, including running Campaigns on your behalf, in accordance with these Terms. Subject to this limited license, as between you and WinnowPro, you retain all right, title, and interest, including all related intellectual property rights, in and to your Content. 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 WinnowPro, and that the use of such materials by WinnowPro and its affiliates will not infringe upon or violate the rights of any third party.
WinnowPro, in its sole discretion, may terminate your access to the Site or the Services if we determine (or reasonably believe) that you (i) have breached these Terms; (ii) pose a threate to us or our other users; or (iii) are violating the intellectual property rights of WinnowPro or any third party. Unauthorized or other misuse of the Services may result in criminal and/or civil prosecution under federal, state, and local law or applicable regulations.
Questions about the Terms of Service should be sent to us at:
Winnow Digital Services Inc.
Attn: Legal Department