WYNTER PLATFORM CO-OPERATION AGREEMENT

Wynter, Inc.

Participant Terms and Conditions

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This Terms and Conditions (the “Terms”) are a binding agreement between our panelists, participants, professionals, or other users, who sign up to be a Participant on our Site contributing to our Services and are approved by Wynter (each a “Participant” or “you”) and Wynter, Inc. (“Wynter”). These Terms govern your use of Wynter’s website located at https://wynter.com/ (the “Site”) and the platform associated therewith as a Participant to perform the Services outlined herein (together with the Site, the “Platform”). The Platform is licensed, not sold, to you.

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BY CLICKING THE BOX TO INDICATE ACCEPTANCE, BY USING THE SITE, OR OTHERWISE USING THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS, THE WYNTER PRIVACY POLICY, AND THE PARTICIPANT GUIDELINES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE AND CEASE USE OF THE PLATFORM.

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1. License Grant to the Wynter Platform. Subject to these Terms, Wynter grants you a limited, non-exclusive, and nontransferable license to use the website for your personal, non-commercial use on devices owned or otherwise controlled by you, and to use the Platform strictly in accordance with these Terms.‌

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2. Modification to these Terms and the Platform.
   
   ‍Wynter may, at its sole discretion, change these Terms, including the Wynter Privacy Policy or Participant Guidelines, from time to time. If changes occur, we will notify you by email to the email affiliated with your Account. Updated versions will never apply retroactively and will give the date they go into effect. We recommend that you check our Terms, Privacy Policy, and Participant Guidelines periodically for changes. Your continued use of the Platform following the posting of any changes to the Terms means you accept those new terms. 
   
   Additionally, Wynter reserves the right to modify, suspend, or discontinue the Platform, whether temporarily or permanently at any time for any reason. You agree that Wynter shall not be liable to you for any modification, suspension, or discontinuation of the Platform. Some modifications may require updates to the Site in order to continue to use the Platform. Wynter may also impose limits on certain features and services, restrict your access to parts or all of the Platform, and suspend or terminate users without notice or liability. 

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3. Communications
   
   ‍You consent to accept and receive communications from us, including e-mail and text messaging. You may opt-out of receiving marketing communications by following the unsubscribe options we provide to you but some transactional messages are deemed to be part of the Platform. As a Participant, you hereby acknowledge that in order to perform any Services, you are required to receive certain communications from us. 

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4. Wynter Account
   
   You may access the Site without registering for an Account, but as a condition of using certain aspects of the Platform, including participating in our Participant program, you are required to create an Wynter account (an “Account”). Only one Account per Participant is permitted under these Terms. 
   
   You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your Account. You are also responsible for keeping your Account information up to date, including but not limited to a career change, promotion, demotion, or otherwise. If you discover any unauthorized use of your Account, or other known account-related security breach, you must report it to Wynter immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. Wynter cannot and will not be liable for any loss or damage arising from your failure to comply with this section. You may delete your Account at any time by contacting Wynter at [email protected].

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5. Sign Up and Acceptance 
   
   To be a Participant on our Platform, you must first apply on our Platform to qualify as a Participant. Wynter shall review your application and cross-reference your statements with your LinkedIn profile or however Wynter so chooses, at its sole discretion. Once approved as a Participant, you will then be eligible to participate as a Participant in a particular audience category set by Wynter (each and “Audience”). Each Participant shall be assigned to an Audience group as described in our Audience descriptions here and further described below. The Audience categories are as follows and may change from time to time at Wynter’s sole discretion: Specialist, Mid-Level, and Senior-Leadership. 

1. Specialists include individual contributors to a certain industry, including but not limited to professionals who contribute to a company in an entry-level, team, or collaborative environment, freelancers, on-person businesses, those who are not managers or executives of companies. 
2. Mid-Level Audience members include manages who report to top level management, those who manage a team, founders, co-founders, directors, some senior-level executives. 
3. Senor-Leadership include founders, co-founders, corporate level executives, vice presidents, department heads with more than 50 employees, etc. 
   
   
   Wynter has the sole and exclusive right to make changes to Audience categories or deny a Participant membership at any time and at Wynter’s sole discretion.
   
   Once you are an accepted Participant on the Platform, you may qualify to be an Audience member for a certain tests Wynter curates for Wynter customers (each a “Customer”) who seek information about the Customer’s business in some form or another (collectively, and each a “Test”). The content, format, and timing of each Test Participant participates in shall vary, depending on what the Customer and Wynter require. By signing up to Wynter as a Participant, you opt in to get Test invitations from Wynter if you qualify for a Test Audience type (each an “Invitation”). This communication to send an Invitation may be done by Wynter via SMS text messaging, email, or otherwise, as set forth in your Account and as Wynter requires, at Wynter’s discretion. Test Invitations will include the type of Test, instructions on how to participate in the particular Test, the amount of time Participant has to complete the Test (if applicable), and how much Participant will be paid upon full completion and Wynter acceptance of the complete Test Participant procures. Test Invitations will be irregular and will expire after 24 hours. If Participant tries to accept an Invitation, Participant may be unable to accept the Invitation if the Test is full or the Invitation has expired. Participant will not be paid for any Test without accurate acceptance (within the timeline, meeting the Audience type, and accepting before the Invitation is full), completion of the Test according to the Participant Guidelines, and acceptance by Wynter. PARTICIPATION IN THE PARTICIPANT PROGRAM SHALL NOT GUARANTY PARTICIPANT WILL RECEIVE A CERTAIN NUMBER OF INVITATIONS OR ANY INVITATIONS AT ALL.  

6. Services, Rules, and Obligations
   
   ‍As a Participant, Wynter hereby engages Participant and Participant hereby accepts such engagement to provide certain services to complete Tests in accordance with the terms and conditions of these Terms (the “Services”). Participant shall furnish all labor, materials, equipment, and insurance needed to provide the Services at Participant’s own expense. Wynter shall not control the manner or means by which Participant performs the Services, including but not limited to the time and place Participant performs the Services; however, Participant shall comply with all rules, standards, and procedures communicated to Participant in writing by Wynter, including those related to safety, security, confidentiality, Invitation and Test instructions, and the Participant Guidelines. 
   
   Upon an acceptance of an Invitation, Participant shall perform Services to complete the Invitation prompt within the timeframe set forth in the Invitation. All submissions of Tests shall be in compliance with the Invitation instructions and Participant Guidelines. For example, an Invitation may prompt you to sign up for a time for a live video chat with Wynter or Customer personnel, or may prompt you to answer a survey within a 24 hour period. If the Participant Guidelines and / or Invitation instructions are not explicitly followed, Participant may be subject to a withdrawn submission and may not be paid for the incomplete Services, at Wynter’s sole discretion. If Participant’s submission does not meet the Participant Guidelines, Wynter shall contact Participant at the email associated with Participant’s Account. If Participant disagrees with any Test which Participant believes has accurately completed in accordance with these Terms and is not paid for such Services, Participant may contact Wynter by responding to Wynter’s email regarding non-compliance. 
   
   Participant may opt out of receiving Test Invitations at any time by clicking the unsubscribe link provided in each Invitation or through your Participant Platform Account. Participant may opt into receiving Test Invitations by contacting Wynter at [email protected] or through your Participant Platform Account. 

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7. Payment
   
   ‍While we may offer portions of the Platform for free, we do charge for certain features of the Platform, including, without limitation, when a Customer signs up to use our Platform through the Site. 
   
   In consideration for the Services provided hereunder, Wynter shall pay Participant for each submitted, complete, and accepted Test submission of Participant for the amount set forth in the applicable Test Invitation. All payments to Participants shall be made in United States dollars. No compensation shall be paid for Services, unless provided in accordance with the Participant Guidelines and Invitation instructions and fully accepted by Wynter. Participant shall be solely responsible for all federal, state, and local taxes in any applicable jurisdiction. Participant is solely responsible for any costs or expenses incurred by Participant in connection with the performance of the Services, and in no event shall Wynter reimburse Participant for any such costs or expenses.
   
   Wynter reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all Services or goods obtained through the use of the Platform at any time. Any such revisions shall not be retroactively applied. In other words, Participants shall be paid the amount set forth in the accepted Invitations after Services are performed. Participants shall be paid via Wynter’s third party payment processor, Tremendous. Participant shall be prompted to sign up for payment through the link Participant uses to apply to qualify as a Participant. Participant shall be paid for Services via Tremendous for each Test Participant performs within 72 hours after completing the applicable Test in accordance with these Terms.  
   
   Wynter has the right, at its sole discretion, to refuse payment for a Test that does not meet the Participant Guidelines. 

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8. License Restrictions. You shall not:

1. use the Platform in any way to monitor or evaluate the availability, performance or functionality of the Platform for any competitive purpose, or perform or assist any other party to perform any benchmarking on the Platform;
2. use the Platform for any illegal purpose, or in violation of any local, state, national, or international law;
3. use the Platform or perform Services that promotes hate speech, bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
4. copy any portion of the Platform, except as expressly permitted by this license;
5. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
6. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
7. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
8. rent, lease, lend, sell, sublicense otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any commercial reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time;
9. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform;
10. directly or indirectly take any action that imposes or may impose (as determined by Wynter in its sole discretion) an unreasonable or disproportionately large load on Wynter or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; run Mail list, Listserv, or any form of auto-responder or “spam” on the Platform; or use manual or automated software, devices, or other processes to scrape any page of the Platform; or
11. create a false identity on the Platform, misrepresent your identity, impersonate any person, create a profile for anyone other than you, or use or attempt to use another account.
    
    If for any reason, Wynter determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Platform by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct. 

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9. Reservation of Rights. You acknowledge and agree that the Platform, including the Site, is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under these Terms, or any other rights thereto other than to use the Site and Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Wynter, and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Platform and Site, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

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10. Content, Participant Information, and Intellectual Property Rights
    
    ‍Content. Through the Platform, or via other users, Wynter may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). You have no rights in or to the Content other than as permitted herein to use or access the Platform.  
    
    Participant Information.
    You retain your rights to any information you provide about yourself through your Account (“Participant Information”). Wynter does not receive any rights to the Participant Information except for (a) the limited rights that enable Wynter to offer its Platform services to Customers, (b) to use in an aggregated and / or anonymized manner, and (c) to identify you by first name and general job title when you perform Test Services to Wynter Customers. However, your full name and your employer Participant Information shall not be disclosed by Wynter for any Test unless permitted by you. Wynter requires your permission to host, back up, and share Participant Information. You hereby give Wynter permission to do these activities, and this permission extends to our affiliates and trusted third parties with which Wynter works.
    
    
    Other Intellectual Property Rights. 

1. Wynter is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under these Terms, including but not limited to Test submissions, feedback about the Platform, all writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services (collectively, “Work Product”) including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Participant agrees that the Work Product is hereby deemed “work made for hire” as defined in 17 U.S.C. § 101 for Wynter and all copyrights therein automatically and immediately vest in the Wynter. If, for any reason, any Work Product does not constitute “work made for hire,” Participant hereby irrevocably assigns to Wynter, for no additional consideration, all right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof. 
2. To the extent any copyrights are assigned under this Section 10, Participant hereby irrevocably waives in favor of Wynter, to the extent permitted by applicable law, any and all claims Participant may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply. 
3. Upon the request of Wynter, during and after the Term, Participant shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist Wynter to apply for, prosecute, register, maintain, perfect, record or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event Wynter is unable, after reasonable effort, to obtain Participant’s signature on any such documents, Participant hereby irrevocably designates and appoints Wynter as Participant’s agent and attorney-in-fact, to act for and on Participant’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protection related to the Work Product with the same legal force and effect as if Participant had executed them. Participant agrees that this power of attorney is coupled with an interest.
4. As between Participant and Wynter, Wynter is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, the Platform, and other materials provided to Participant in performing the Services (“Wynter Materials”), including all Intellectual Property Rights therein. Participant has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Wynter Materials except solely during the Term to the extent necessary to perform its obligations under these Terms. All other rights in and to the Wynter Materials are expressly reserved by Wynter. Participant has no right or license to use Wynter’s trademarks, service marks, trade names, trade names, logos, symbols, or brand names.
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11. Collection and Use of Your Information. You acknowledge that when you use the Site, Wynter uses automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Platform. You also may be required to provide certain information about yourself as a condition to use the Platform or certain features or functionalities. All information we collect through or in connection with these Terms is subject to the Wynter Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Wynter Privacy Policy.‌

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12. Geographic Restrictions. The Site and Platform are based in the United States but may be available in other countries and provided for access and use only by persons located in those regions. You acknowledge that you may not be able to access all or some of the Platform outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you are responsible for compliance with local laws.
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2. Confidentiality. Participant acknowledges that Participant will have access to information that is treated as confidential and proprietary by Wynter such as any non-public information that relates to the actual or anticipated business operations, strategies, research or development of Wynter, its affiliates, and its Customers, or to their technical data, trade secrets or know-how, including, but not limited to, research, product plans, customer lists and customers, software, developments, inventions, processes, formulas, sourcing, personnel, technology, designs, drawings, engineering, marketing, pricing, finances and other business information, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that Participant develops in connection with the Services, including but not limited to any Work Product and any information disclosed or recognized during a Test shall be subject to the terms and conditions of this Section. Participants must keep their full name (i.e. no last names), employer, or any other personal information of Participant from Customers when performing Tests. 

1. Non-Disclosure Agreement. During the Term of these Terms and after, Participant agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of Wynter in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. Participant shall notify Wynter immediately in the event Participant becomes aware of any loss or disclosure of any Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any such information (i) that becomes publicly known or made generally available after disclosure to Participant through no wrongful action or inaction of Participant; or (ii) which is independently developed by Participant without use of or reference to the Confidential Information. 
2. Disclosure Required by Law. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law, or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Participant agrees to provide written notice of any such order to an authorized officer of Wynter within twenty-four (24) hours of receiving such order, but in any event, sufficiently in advance of making any disclosure to permit Wynter to contest the order or seek confidentiality protections, as determined in Wynter’s sole discretion.
3. Other Client Confidential Information. Participant agrees that Participant will not improperly use, disclose, or induce Wynter to use any proprietary information or trade secrets of any former or concurrent employer of Participant or other person or entity with which Participant has an obligation to keep in confidence. Participant also agrees that Participant will not bring onto Wynter’s premises or transfer onto Wynter’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, Wynter has been consented to in writing by such third party.

13. Updates. Wynter may from time to time in its sole discretion develop and provide updates to the Platform, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for the Site (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Wynter has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of these Terms.

14. ‌Third-Party Materials. The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Wynter is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Wynter does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

15. Term and Termination. The term of these Terms commences when you acknowledge your acceptance and will continue in effect until terminated by you or Wynter as set forth in this section. You may cancel your Account at any time by contacting [email protected]. We may suspend or cancel your Account without notice to you for any reason or no reason at all, including but not limited to if you violate these Terms, you create risk or possible legal exposure for us, your Account should be removed due to unlawful conduct, or our provision of the Platform to you is no longer commercially viable. Wynter reserves the right to remove your Account information along with any Account settings from our servers with NO liability or further notice to you. Upon termination of your Account. your license to use Wynter’s Platform as a Participant terminates. 

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16. Transfer Account on Death. You agree to provide Wynter with a designee to transfer your Account to upon death. When a user dies, Wynter will deliver any document or files on the user’s Account to the designee. In the event that the designee has not survived the user or the user did not provide a designee, said Account shall be transfer to the user's estate.

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17. Disclaimer of Warranties. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WYNTER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WYNTER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR PLATFORMS, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

18. ‌Limitation of Liability. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, IN NO EVENT SHALL WYNTER, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PLATFORM (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID TO YOU FOR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, WYNTER’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

19. Indemnification. You agree to indemnify, defend, and hold harmless Wynter and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Platform or your breach of these Terms.

20. Severability. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

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21. Relationship of the Parties. It is understood that Participant is an independent contractor of Wynter in the performance of the Services under these Terms and is not an employee of Wynter. Nothing contained herein shall be construed to imply an employment, partnership, joint venture or principal and agent relationship between Participant and Wynter. Participant shall have no right, power or authority to create any obligation, express or implied, on behalf of Wynter. Participant shall not be entitled to participate in any plans, benefits or distributions offered by Wynter to its employees. Participant agrees that Wynter will make no deductions from any compensation paid to Participant for, and Participant shall have full and exclusive liability for, and indemnify Wynter against, the payment of any state or federal taxes and/or contributions for unemployment insurance, workers' compensation or any other employment related costs or obligations, related to the provision of the Services.

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22. US Government Rights. The Platform is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Platform as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

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23. Governing Law. These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms and our Privacy Policy shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Travis County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

24. Entire Agreement. These Terms, our Privacy Policy, and any statements or rules on the Platform on your date of access constitute the entire agreement between you and Wynter with respect to the Site and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Site.

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25. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other agreement, these Terms shall govern.

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26. Contact. If you have any questions regarding these Terms, please contact us at [email protected].

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Last Update: February 21, 2023

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