Wingman Terms and Conditions of Use
Effective as of October 15, 2019
When we talk about “Wingman”, “we” “our”, or “us” in this policy, we are referring to Skroot LLC, the company which provides the Services. Thanks for choosing Wingman (“Wingman”, “we”, “us”, “our”). By signing up or otherwise using the Wingman service, websites, and software applications (together, the “Wingman Service” or “Service”) and you are entering into a binding contract with the Wingman entity indicated at the bottom of this document. The Wingman Service also includes the Wingman Support Community as further described in the Wingman Support Community section.
Use of the Wingman Service relies on several technical requirements.
Please read the Agreements carefully. They cover important information about Wingman Services provided to you and any charges, taxes, and fees we bill you. The Agreements include information about future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration instead of in court.
In order to use the Wingman Service, you need to (1) be 18 or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be resident in a country where the Service is available. You also promise that any registration information that you submit to Wingman is true, accurate, and complete, and you agree to keep it that way at all times.
2. Changes to the Agreements
Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through the Customer Service contact form.
3. Enjoying Wingman
Here’s some information about all the ways you can enjoy Wingman.
3.1 Our Services & Paid Subscriptions
Wingman provides business card scanning and contact management solutions. Certain Wingman services are provided to you free-of-charge. Other Wingman services require payment before you can access them. The Wingman services that may be accessed after payment are currently referred to as the “Premium Service”. The Wingman service that does not require payment is currently referred to as the “Free Service”. You can learn more about our services by visiting our website.
The Premium Service may not be available to all users. We will explain which services are available to you when you are signing up for the services. If you cancel your subscription to the Premium Service, or if your subscription to the Premium Service is interrupted (for example, if you change your payment details), you may not be able to re-subscribe for the Premium Service. Note that the Premium Service may be discontinued in the future, in which case you will no longer be charged for the Service.
3.2 Codes and other pre-paid offers
If you have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of Wingman for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions.
From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Wingman reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.
For some Trials, we’ll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR WINGMAN ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR WINGMAN ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR WINGMAN ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR WINGMAN ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, WINGMAN WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. THE LIMITATION SECTION SETS FORTH ADDITIONAL TERMS REGARDING CANCELLATION OF YOUR PAID SUBSCRIPTION.
4. Rights we grant you
The Wingman Service is the property of Wingman. We grant you a limited, non-exclusive, revocable license to make use of the Wingman Service and a limited, non-exclusive, non-transferable, revocable license to data provided to you by the Wingman Service. This license shall remain in effect until and unless terminated by you or Wingman.
The Wingman software applications are licensed, not sold, to you, and Wingman retains ownership of all copies of the Wingman software applications even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”).
All Wingman trademarks, service marks, trade names, logos, domain names, and any other features of the Wingman brand (“Wingman Brand Features”) are the sole property of Wingman. The Agreements do not grant you any rights to use any Wingman Brand Features whether for commercial or non-commercial use.
You agree to abide by our User guidelines and not to use the Wingman Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, Wingman grants no right, title, or interest to you in the Wingman Service or Content.
Third party software (for example, open source software libraries) included in the Wingman Service are licensed to you either under the Agreements or under the relevant third party software library’s license terms as published in the help or settings section of our desktop and mobile client and/or on our website.
5. Third Party Applications
The Wingman Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Wingman does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
6. User-Provided Content
Wingman users may upload business card images to the Service or integrate the Service with other contact applications and, as a result, share contact information with Wingman. Images uploaded by Wingman users, the resulting textual content extracted from images of business cards and contact information provided by the user are considered “User Content”. For the avoidance of doubt, “User Content” includes any such content posted to the Wingman Support Community as well as any other part of the Wingman Service.
You promise that, with respect to any User Content you post on Wingman, (1) you have the right to post such User Content, and (2) such User Content, or its use by Wingman as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Wingman without express written consent from Wingman.
Wingman may, but has no obligation to, monitor, review, or edit User Content. In all cases, Wingman reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Wingman’s sole discretion, violates the Agreements. Wingman may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
7. Rights you grant us
In consideration for the rights granted to you under the Agreements, you grant us the right (1) to allow the Wingman Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertisements, data recommendations and other information to you, (3) to use the User Content to link to Public Data and (4) to allow our business partners to do the same. Additionally, you grant us the right, with your explicit permission, to update contact information in the Wingman Application and in third-party contact applications that you control. In any part of the Wingman Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties.
If you provide feedback, ideas or suggestions to Wingman in connection with the Wingman Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Wingman to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
8. User guidelines
Wingman respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Service, to make sure Wingman stays enjoyable for everyone. Please follow these rules and encourage other users to do the same.
The following is not permitted for any reason whatsoever:
- copying, redistributing, reproducing, transferring, displaying to the public, or making available to the public any part of the Wingman Service or the Content, or otherwise making any use of the Wingman Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Wingman Service or the Content or any part of it;
- reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the Wingman Service, Content or any part thereof unless permitted by applicable law;
- circumventing any technology used by Wingman, its licensors, or any third party to protect the Content or the Service;
- selling, renting, sublicensing or leasing of any part of the Wingman Service or the Content;
- circumventing any territorial restrictions applied by Wingman;
- providing your access credentials to any other person or using any other person’s access credentials; or
- “crawling” the Wingman Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from Wingman.
Please respect Wingman. Don’t post any User Content which is or includes material that:
- is offensive, abusive, defamatory, pornographic, threatening, or obscene;
- is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of Wingman or a third party;
- includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
- includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
- impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
- links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Wingman;
- interferes with or in any way disrupts the Wingman Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Wingman’s computer systems, network, usage rules, or any of Wingman’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
- conflicts with the Agreements, as determined by Wingman.
You acknowledge and agree that posting any such User Content may result in immediate termination or suspension of your Wingman account.
Your access credentials protects your user account, and you are solely responsible for keeping this information confidential and secure. You understand that you are responsible for all use of your access credentials on the Service. If your credentials are stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately.
9. Service limitations and modifications
Wingman will make reasonable efforts to keep the Wingman Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Wingman reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Wingman Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Wingman Service or any function or feature thereof. Notwithstanding the foregoing, if you have prepaid fees for Paid Subscriptions that Wingman permanently discontinues prior to the end of the Pre-Paid Period (defined in the Payments, cancellations, and cooling off section), Wingman will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. You understand, agree, and accept that Wingman has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law.
10. Corporate Accounts
If you establish a Wingman account on behalf of a company, organization, entity, or brand (a “Corporation”, and such account a “Corporate Account”), the terms “you” and “your”, as used throughout the Agreements, apply to both you and the Corporation, as applicable.
If you open a Corporate Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and to bind the Corporation to the Agreements.
11. Wingman Support Community
The Wingman Support Community is a place for discussions and exchange of information, tips, and other materials related to the Wingman Service. In order to use the Wingman Support Community, you must (1) have an existing Wingman account; and (2) authenticate your Wingman account for use on the Support Community (a “Wingman Support Account”). Instructions for creating a Wingman Support Account can be found on the Community registration page. In addition to the Agreements, you also agree to adhere to the Wingman Support Community Guidelines that you will be presented with upon registration (the “Support Community Guidelines”) when using the Wingman Support Community. If you do not agree to the Agreements or the Support Community Guidelines, you may not use the Wingman Support Community.
12. Customer support
For customer support with account-related and payment-related questions (“Customer Support Queries”), please send an email to our customer service department using [email protected] We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.
13. Export control
Wingman’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria; and (2) are not a denied party as specified in the regulations listed above.
You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Wingman under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of the Agreements.
14. Payments, cancellations, and cooling off
Paid Subscriptions can be purchased either by (1) paying a monthly subscription fee; or (2) pre-payment of processing credits (“Pre-Paid Credit”). If you have purchased a Paid Subscription using a Code, your Paid Subscription will automatically terminate at the end of the period, or when there is an insufficient pre-paid balance to pay for the Service.
When you register for a Paid Subscription, Trial, or Code online, you consent to get access to Wingman Premium immediately. If you reside outside the United States and register for a Paid Subscription or Code online, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days (the “Cooling-off Period”). Refunds will not, however, be provided if you have accessed Wingman at any time during the Cooling-off Period.
Unless your Paid Subscription has been purchased as a Pre-Paid Credit, your payment to Wingman (or to a third party through whom you purchased the Paid Subscription, such as a telephone company) will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements (1) after you have accessed Wingman during the Cooling-off Period, or (2) after the Cooling-off Period is over (where applicable), or (3) before the end of the current subscription period, we will not refund any subscription fees already paid to us.
If you wish to receive a full refund of all monies paid before the Cooling-off Period is over, you must contact Customer Support.
Wingman may change the price for the Paid Subscriptions, Pre-Paid Period (for periods not yet paid for), or Codes from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Wingman Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Wingman Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
15. Term and termination
The Agreements will continue to apply to you until terminated by either you or Wingman. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Wingman may terminate the Agreements or suspend your access to the Wingman Service at any time, including in the event of your actual or suspected unauthorised use of the Wingman Service and/or Content, or non-compliance with the Agreements. If you or Wingman terminate the Agreements, or if Wingman suspends your access to the Wingman Service, you agree that Wingman shall have no liability or responsibility to you and Wingman will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Wingman account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time.
Sections 6, 7, 8, 9, 13, 15, 16, 17, 18, 19, 20, 21, and 22 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
16. Warranty and disclaimer
WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE WINGMAN SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE WINGMAN SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WINGMAN AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER WINGMAN NOR ANY OWNER OF CONTENT WARRANTS THAT THE WINGMAN SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, WINGMAN MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE WINGMAN SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT WINGMAN IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE WINGMAN SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM WINGMAN SHALL CREATE ANY WARRANTY ON BEHALF OF WINGMAN IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.
THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE WINGMAN SERVICE IS TO UNINSTALL ANY WINGMAN SOFTWARE AND TO STOP USING THE WINGMAN SERVICE. WHILE WINGMAN ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO WINGMAN, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WINGMAN, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE WINGMAN SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WINGMAN HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WINGMAN SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO WINGMAN DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
Nothing in the Agreements removes or limits Wingman’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.
18. Third party rights
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Wingman, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.
If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Wingman only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
19. Entire agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and Wingman, the Agreements constitute all the terms and conditions agreed upon between you and Wingman and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
Please note, however, that other aspects of your use of the Wingman Service may be governed by additional agreements. That could include, for example, access to the Wingman Service as a result of a gift card or free or discounted Trials. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Wingman’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.
20. Severability and waiver
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Wingman or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Wingman’s or the applicable third party beneficiary’s right to do so.
Wingman may assign the Agreements or any part of them, and Wingman may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold Wingman harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the Wingman Service; and (4) your violation of any law or the rights of a third party.
23. Choice of law, mandatory arbitration and venue
23.1 Governing Law / Jurisdiction
The failure of Wingman to exercise or enforce any right or provision of the Terms and Conditions of Use shall not constitute a waiver of such right or provision. The Terms and Conditions of Use constitute the entire agreement between you and Wingman and govern your use of the Service, superseding any prior agreements between you and Wingman (including, but not limited to, any prior versions of the Terms and Conditions of Use). You agree that these Terms of Service and Your use of the Service are governed under State of Georgia, USA law.
23.2 Class Action Waiver
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND WINGMAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Wingman agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 23.3. is enforceable, the following mandatory arbitration provisions apply to you:
23.3.1 Dispute resolution and arbitration
You and Wingman agree that any dispute, claim, or controversy between you and Wingman arising in connection with or relating in any way to these Agreements or to your relationship with Wingman as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
Notwithstanding clause (23.3.1) above, you and Wingman both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court, (2) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.
23.3.3 Arbitration rules
Either you or we may start arbitration proceedings. If you are located in, are based in, have offices in, or do business in the United States, any arbitration between you and Wingman will be finally settled under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by the Agreements. You and Wingman agree that these Agreements affect interstate commerce, so the U.S. Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with thee AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. Wingman can also help put you in touch with the AAA.
Any arbitration hearings will take place at a location to be agreed upon in Atlanta, Georgia, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.
Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA’s Consumer Rules with the remainder paid by Wingman. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Wingman for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Wingman will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Developer Terms, and will be administered by the International Court of Arbitration of the ICC.
Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of the State of Georgia, United States, without regard to choice or conflicts of law principles.
23.3.4 Time for filing
Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
23.3.5 Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Wingman’s address for Notice is: Wingman, Attn: General Counsel, 45 W. 18th Street, 7th Floor, New York, New York 10011, USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Wingman may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Wingman shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Wingman shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Wingman in settlement of the dispute prior to the arbitrator’s award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Wingman shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
In the event that Wingman makes any future change to this arbitration provision (other than a change to Wingman’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Wingman’s address for Notice, in which case your account with Wingman shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
If the class action waiver at Section 24.2 is found to be unenforceable in arbitration or if the entirety of this Section 24 is found to be unenforceable, then the entirety of this Section 24.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 24.1 shall govern any action arising out of or related to the Agreements.
24. Guaranteed Accuracy
Wingman guarantees the accuracy of the business card scanning results. Wingman will achieve this accuracy through a combination of realtime scanning of the business card and manual review after the realtime scan is presented to the user.
In the event that Wingman does not accurately capture Key Fields (as defined in Section 24.2), the user may contact Wingman by email at [email protected] with a screenshot of the business card and the finalized Contact after human review with a request for a monthly refund. Your credit card will be credited the amount of a single user monthly subscription cost for the month that the error was reported. Only a single refund is provided on a given month and refunds cannot be applied to prior or future months.
24.2 Key Fields
Wingman’s accuracy guarantee applies only to the following fields on the business card and explicitly excludes the Exceptions defined in Section 24.3.
- Person’s Given and Family Names;
- Primary Organization Name;
- Email Address;
- Phone Number (US phone numbers only);
- URL; and
- Mailing Address.
The following exceptions do not qualify for the Accuracy Guarantee:
- Stylized Text, including italics, cursive, joined character logos, and single-character logos;
- Cards with any handwriting;
- When the font height of the block of text is less than 4% of the business card height;
- Email addresses with IP address domains;
- URLs with IP address domains;
- Text where a portion of the text block is occluded by an object in front of the card, glare on the card, or other visual obstructions; and
- Other text representations that are not reasonably readable by a computer.
25. Contact us
If you have any questions concerning the Wingman Service or the Agreements, please contact Wingman customer service by visiting the About Us section of our website.
If you are a Georgia resident, you may have the Agreements mailed to you electronically by sending a letter to Wingman, 1776 Peachtree St. NE, Suite 200N, Atlanta, GA 30309 with your email address and a request for the Agreements. In addition, you may contact the Consumer Protection Division of the Georgia Department of Law by filing a complaint online at http://consumer.georgia.gov/consumer-topics/filing-a-complaint in order to resolve a complaint regarding the service or to receive further information regarding use of the service.
Thank you for reading our Terms. We hope you enjoy Wingman!
Skroot™ LLC 1776 Peachtree St. NE, Suite 200N, Atlanta, GA 30309 USA