These Terms and Conditions ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("Customer," "you," or "your"), and Wynter, Inc. ("Wynter," "Company," "we," "us," or "our"), concerning your access to and use of the https://app.wynter.io website, the Wynter platform, and any related services (collectively, the "Services").
Wynter, Inc. is organized under the laws of the State of Delaware, USA, with offices at 901 S MoPac Expy, Barton Oaks Plaza 1, Suite 300, Austin, TX 78746.
BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.
If you are entering into these Terms on behalf of an entity, you represent that you have the authority to bind that entity to these Terms.
"Customer Data" means any data, content, or materials submitted to, uploaded to, or created by Customer through the Services, including test stimuli (such as URLs, copy, images, and designs), survey questions, audience specifications, test and survey results delivered to Customer, and any notes, comments, or analyses Customer creates within the platform.
"Participant Responses" means the responses, ratings, selections, recordings, transcripts, and other data collected from panelists and interview participants through the Services.
"Aggregated Data" means data that has been anonymized, de-identified, combined, or otherwise transformed such that it does not identify, and cannot reasonably be used to identify, Customer, any individual, or any specific Customer business, brand, product, or proprietary content.
"Services" means the Wynter platform, website, application, and all related features, tools, and offerings.
To access certain features, you must register for an account. You agree to provide accurate information and keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately at support@wynter.com of any unauthorized use.
Subscription fees, usage credits, and other charges are described on our pricing page or in your order form. All fees are non-refundable unless required by law or expressly stated otherwise. You authorize us to charge your payment method for all fees due. Late payments may result in suspension of the Services.
As between Customer and Wynter, Customer retains all right, title, and interest in and to Customer Data. Wynter retains all right, title, and interest in and to the Services, the Wynter panel, Participant Responses, Aggregated Data, and all improvements, derivative works, and intellectual property created or developed by Wynter.
Customer grants Wynter a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and use Customer Data to (a) provide, operate, maintain, secure, and improve the Services; (b) deliver test results and insights to Customer; (c) comply with applicable law; and (d) as otherwise permitted by these Terms.
Customer acknowledges and agrees that Wynter may create Aggregated Data from Customer Data, Participant Responses, and platform activity. Wynter may collect, use, store, reproduce, modify, distribute, publish, commercialize, and otherwise exploit Aggregated Data for any lawful business purpose, including to:
Wynter retains all right, title, and interest in and to Aggregated Data.
Wynter may use Customer Data, Participant Responses, and related platform activity to operate, maintain, secure, analyze, and improve the Services, including to train, evaluate, and refine machine learning models, algorithms, and AI-powered features that are used to provide the Services.
Wynter will not:
As between Wynter and Customer, Wynter owns Participant Responses. Customer receives a perpetual, worldwide, royalty-free license to use the Participant Responses delivered to Customer through the Services for Customer's internal business purposes and for Customer's external communications (such as publishing aggregated or de-identified insights in marketing materials), subject to the confidentiality, acceptable use, and participant-protection provisions of these Terms.
If Customer provides feedback, suggestions, feature requests, or ideas about the Services, Customer grants Wynter a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, and incorporate such feedback into the Services and other Wynter products without restriction or compensation.
These Terms apply to Customer's use of the Services on and after the Last Updated date above, and also apply to Customer Data and Participant Responses previously submitted to or collected through the Services, to the fullest extent permitted by applicable law. By continuing to use the Services after the Last Updated date, Customer confirms its agreement that these Terms govern both current and previously submitted data.
Customer may contact support@wynter.com within thirty (30) days of the Last Updated date to request that certain provisions of Section 4.3 and 4.4 apply only prospectively to Customer's historical data. Wynter will review such requests in good faith consistent with its legal and operational obligations.
Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), and to use such information only as reasonably necessary to perform under these Terms.
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms by the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the other party's Confidential Information; (d) is rightfully obtained from a third party without confidentiality obligations; or (e) constitutes Aggregated Data as defined in Section 4.3.
Either party may disclose Confidential Information as required by law, provided that the disclosing party gives the other party prompt written notice where legally permitted to allow an opportunity to contest the disclosure.
Customer will not, and will not permit any user to:
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who violates applicable law or these Terms, including reporting such user to law enforcement authorities; (3) in our sole discretion, refuse, restrict access to, limit the availability of, or disable any Customer Data or other content; (4) remove from the Services any files or content that are excessive in size or burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
These Terms remain in effect until terminated. Either party may terminate in accordance with the applicable order form or subscription agreement. Wynter may suspend or terminate Customer's access immediately, without notice or liability, for material breach of these Terms, non-payment, or conduct that risks harm to the Services, Wynter, other customers, or Participants.
Upon termination, Customer's right to access and use the Services ends. The following provisions survive termination: Section 4.1 (Ownership), 4.3 (Aggregated Data), 4.4 (Service Improvement and Machine Learning), 4.6 (Feedback), 5 (Confidentiality), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 14 (Governing Law), and 15 (Miscellaneous).
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WYNTER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WYNTER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT INSIGHTS OR PARTICIPANT RESPONSES WILL MEET CUSTOMER'S EXPECTATIONS.
Because some jurisdictions do not allow the exclusion or limitation of certain warranties, some of the above limitations may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WYNTER OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WYNTER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO WYNTER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Customer will defend, indemnify, and hold harmless Wynter, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Customer's breach of these Terms; (b) Customer Data or Customer's use of the Services; (c) Customer's violation of applicable law or third-party rights; or (d) Customer's negligence or willful misconduct.
Wynter may modify these Terms from time to time. If Wynter makes material changes, Wynter will provide notice by email or in-product notice at least thirty (30) days before the changes take effect for existing paid customers (or a shorter period as required by law or to address security or legal concerns). Non-material changes are effective when posted. Customer's continued use of the Services after the effective date constitutes acceptance of the modified Terms.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
These Terms are governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any disputes lie in the state and federal courts located in Travis County, Texas, and each party waives any objection to venue in such courts.
If any complaint with us is not satisfactorily resolved, California residents can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms, together with any applicable order form, subscription agreement, data processing addendum, or additional terms referenced herein, constitute the entire agreement between the parties regarding the Services and supersede any prior agreements. No waiver of any provision will be effective unless in writing. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Customer may not assign these Terms without Wynter's prior written consent; Wynter may assign these Terms freely. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties.
We care about data privacy and security. Please review our Privacy Policy at https://wynter.com/policies/privacy, which is incorporated into these Terms by reference.
Questions about these Terms? Contact us at:
Wynter, Inc.
901 S MoPac Expy
Barton Oaks Plaza 1
Suite 300
Austin, TX 78746
support@wynter.com
