Terms of Service

Effective Date: January 14, 2025

Welcome to Winnow. These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Winnow One, Inc., a Delaware corporation ("Winnow," "we," "us," or "our"), governing your access to and use of the Winnow mobile application (the "App") and any related services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND WINNOW WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Eligibility

You must be at least 18 years old to use the Services. By using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Account Registration

To use certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to suspend or terminate your account at any time for any reason, including if we reasonably believe that you have violated these Terms.

3. The Services

3.1 Description

Winnow provides an AI-powered dating and social connection platform. The Services include AI-facilitated voice conversations designed to analyze conversational compatibility, matching services based on compatibility analysis, messaging features to communicate with other users, and insights and analytics regarding your communication style and compatibility. The specific features and functionality of the Services may change from time to time at our sole discretion.

3.2 Voice Conversations and Biometric Data

IMPORTANT: By using the voice conversation features of the Services, you acknowledge and agree that your voice will be recorded, transmitted to our servers, and processed using artificial intelligence and machine learning technologies. This processing may create or derive biometric identifiers or biometric information from your voice recordings. You expressly consent to this collection, use, and processing as described in our Privacy Policy.

3.3 AI-Generated Content and Insights

The Services use artificial intelligence to generate conversation insights, compatibility assessments, and other analytics. You acknowledge that AI-generated content may not be accurate, complete, or appropriate for your circumstances. We provide AI-generated content for informational purposes only, and you should not rely on it as the sole basis for any decision. We make no representations or warranties regarding the accuracy, reliability, or completeness of any AI-generated content.

3.4 No Guarantee of Results

We do not guarantee that you will find matches, develop relationships, or achieve any particular outcome through the Services. The Services are tools designed to facilitate connections, but success depends on many factors outside our control. We are not responsible for the conduct of any user, whether online or offline.

4. User Conduct

You agree not to use the Services to: violate any applicable law, regulation, or third-party rights; provide false, misleading, or inaccurate information; impersonate any person or entity; harass, abuse, stalk, threaten, or otherwise violate the legal rights of others; transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; solicit money or other items of value from other users; use the Services for any commercial purpose without our prior written consent; interfere with or disrupt the Services or servers or networks connected to the Services; use any automated means to access the Services, including bots, scrapers, or crawlers; attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services; or circumvent, disable, or otherwise interfere with security-related features of the Services.

We reserve the right, but have no obligation, to monitor your use of the Services and to remove any content or take any action we deem necessary to enforce these Terms or protect the integrity of the Services.

5. User Content

5.1 Your Content

You retain ownership of any content you submit, post, or display on or through the Services ("User Content"), including your voice recordings, profile information, messages, and any other materials. However, by submitting User Content, you grant Winnow a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with operating, improving, and promoting the Services. This license continues even if you stop using the Services, but only with respect to User Content that has been shared with other users or incorporated into the Services.

5.2 Conversation Insights

We retain all rights in the Conversation Insights and other analytics we generate from your User Content. We grant you a limited, non-exclusive, non-transferable license to access and use your Conversation Insights for personal, non-commercial purposes. You may export your Conversation Insights using features provided in the App.

5.3 Responsibility for User Content

You are solely responsible for your User Content. You represent and warrant that you own or have the necessary rights to submit your User Content and that your User Content does not violate the rights of any third party.

6. Fees and Payment

Certain features of the Services may require payment of fees. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in these Terms or as required by applicable law. We reserve the right to change our fees at any time. If we change our fees, we will provide notice of the change through the App or by other means, and your continued use of the paid Services after the effective date of the fee change constitutes your agreement to pay the updated fees. You are responsible for all applicable taxes related to your use of the Services.

7. Intellectual Property

The Services and their entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof, are owned by Winnow, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Winnow name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Winnow or its affiliates. You may not use such marks without our prior written permission.

8. Third-Party Services

The Services may contain links to third-party websites or services that are not owned or controlled by Winnow. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We use third-party service providers, including artificial intelligence providers, to operate the Services. Your use of such third-party services may be subject to additional terms and conditions.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES, INCLUDING AI-GENERATED CONTENT, CONVERSATION INSIGHTS, OR COMPATIBILITY ASSESSMENTS. WE DO NOT SCREEN USERS AND MAKE NO REPRESENTATIONS REGARDING THE CHARACTER, REPUTATION, OR INTENTIONS OF ANY USER.

YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICES AND YOUR INTERACTIONS WITH OTHER USERS, WHETHER ONLINE OR OFFLINE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WINNOW, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF WINNOW AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO WINNOW IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability for incidental or consequential damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

11. Indemnification

You agree to defend, indemnify, and hold harmless Winnow, its affiliates, and their respective directors, officers, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your User Content; (c) your use of the Services; (d) your violation of any third-party right, including any intellectual property, privacy, or publicity right; or (e) any claim that your User Content caused damage to a third party.

12. Arbitration and Class Action Waiver

12.1 Agreement to Arbitrate

You and Winnow agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or your use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration, rather than in court, except that: (a) you or Winnow may assert claims in small claims court if the claims qualify; and (b) you or Winnow may seek equitable relief in court for infringement or misuse of intellectual property rights.

12.2 Arbitration Rules

The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitration will be conducted by a single arbitrator in the English language. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator shall have the authority to grant any remedy that would otherwise be available in court.

12.3 Class Action Waiver

YOU AND WINNOW 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 PROCEEDING. Unless both you and Winnow agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.4 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@winnow.one within 30 days of first accepting these Terms. Your notice must include your name, mailing address, and a clear statement that you wish to opt out of arbitration.

13. Governing Law

These Terms and any Dispute will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Winnow agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

14. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

15. Modifications to Terms

We reserve the right, in our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Services.

16. Modifications to Services

We reserve the right to modify, suspend, or discontinue the Services (or any part or content thereof) at any time, with or without notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

17. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Winnow concerning the Services.

Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Winnow.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. Any invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Notices. Any notices or other communications provided by Winnow under these Terms will be given by posting to the Services and/or by email to the email address associated with your account.

Force Majeure. Winnow shall not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

18. Contact Information

If you have any questions about these Terms, please contact us at:

Winnow One, Inc.

Email: legal@winnow.one