Terms of Service

1. Definitions

“API”

The application programming interfaces with respect to the Services that enable access to or integration with the Services by authorized third-party software.

“Applicable Laws”

All applicable foreign, domestic, federal, state, local, and regional laws, rules, regulations, ordinances, orders, guidelines, and industry self-regulatory principles, including without limitation those governing data privacy, artificial intelligence, and regulated industries.

“Authorized Users”

Your employees, contractors, and agents whom you authorize and for whom you have purchased access to use the Services on your behalf.

“Confidential Information”

Any non-public information that is marked or identified as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Customer Data”

Data, content, or information (i) inputted by or on behalf of Authorized Users into the Services, or (ii) created, collected, generated, processed, or stored in connection with Authorized Users' use of the Services, including without limitation sales data, inventory data, operational data, consumer transaction records, and consumer personally identifiable information such as name, address, and email. Customer Data excludes Aggregated Performance Data and AI Training Data (each as defined below).

“Feedback”

Suggestions, comments, or ideas regarding the features, functions, or operation of the Services.

“Order”

The Subscription Order Form or other ordering document that references and incorporates these Terms.

“Output”

Any analysis, report, recommendation, insight, or other content generated by the Services in response to or based upon Customer Data or Input.

“Renewal Order”

A notice or agreement regarding the renewal of your subscription to the Services.

“Services”

The Team Winston cloud-based artificial intelligence software platform, including all features, modules, tools, APIs, updates, and associated professional services listed in the Order.

“Subscription Fees”

The fees listed in your Order for use of the Services.

“Subscription Term”

The subscription period specified in the Order.

2. Subscription Terms

2.1 Software Subscription

Subject to payment of Subscription Fees and the terms of these Terms, you may access and use the Services in the configuration described in the Order solely for your own internal business purposes during the Subscription Term. You may purchase additional Authorized Users or service modules at any time; applicable Subscription Fees will be prorated for the remainder of the then-current Subscription Term. Team Winston provides technical support and updates for the Services during the Subscription Term at no additional charge, as described in Section 5.

2.2 Subscription Renewal

The term of each subscription shall be as specified in the applicable Order. Except as otherwise specified in an Order, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless either party provides written notice of non-renewal at least 60 days before the end of the then-current Subscription Term. Irrespective of Subscription Term, all Customer obligations under these Terms shall remain in effect for so long as Customer is accessing or using the Services.

2.3 Professional Services

If the applicable Order provides for professional services (including onboarding, configuration, or implementation services), such services shall be delivered in accordance with that Order or a separate statement of work. These Terms shall apply to all such professional services.

3. Use of the Services

3.1 Account Access

You are responsible for obtaining and maintaining all equipment, software, and connectivity necessary to access and use the Services. As part of initial registration, Team Winston will provide you with administrative credentials for your account. You agree to promptly notify Team Winston of any suspected or unauthorized use of your account.

3.2 Authorized Users

You determine access controls for your Authorized Users. You are responsible for all activity occurring under your account by Authorized Users and for their compliance with these Terms. Authorized User credentials are for named individual users and may not be shared. You may reassign credentials to a replacement Authorized User who replaces a former Authorized User who no longer requires access.

3.3 Acceptable Use and Restrictions

You will not, and will not knowingly permit any Authorized User or third party to, do any of the following:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying algorithms, structure, or organization from the Services or any component thereof.
• Use the Services to provide service bureau, time-sharing, managed service, or similar computing services to third parties, or otherwise make the Services available to any party other than Authorized Users.
• Use any Confidential Information of Team Winston to develop, assist in developing, or benchmark any product or service that competes with the Services.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notice contained in or displayed by the Services.
• Modify, adapt, translate, or create derivative works based on the Services, except as expressly authorized in writing by Team Winston.
• Interfere with or disrupt the integrity, security, or performance of the Services or any data contained therein, including by transmitting any virus, malware, or harmful code.
• Gain or attempt to gain unauthorized access to the Services, related systems or networks, or accounts of other customers.
• Use the Services to collect, process, store, or transmit data in violation of any Applicable Laws, including laws governing data privacy, consumer protection, or regulated industries.
• Use the Services to generate, distribute, or facilitate content that is unlawful, defamatory, obscene, threatening, or that infringes any third-party intellectual property or privacy right.
• Use the Services for automated scraping, crawling, or data extraction not expressly authorized by Team Winston.
• Use the Services to make fully automated consequential decisions affecting individuals without human review, where such use is prohibited or restricted under applicable law.
• Circumvent, disable, or otherwise interfere with any security, access control, or usage-limiting feature of the Services.
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Services or any Output, or make Output available to any third party for commercial resale or as a standalone product or service. For clarity, sharing Output in the ordinary course of your business — including with your employees, contractors, consultants, investors, accountants, auditors, attorneys, or board members, or incorporating Output into internal reports, presentations, or business communications — is permitted and does not constitute a violation of this restriction.
• Use the Services in any manner that could expose Team Winston to liability under the laws of any jurisdiction in which the Services are used.
• Input, upload, or process any “protected health information” as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). The Services are not HIPAA-compliant, Team Winston is not a HIPAA Business Associate, and Team Winston does not enter into Business Associate Agreements. You are solely responsible for ensuring that no PHI is submitted to the Services and for any consequences arising from any such submission.

Team Winston reserves the right to suspend access to the Services immediately and without prior notice if it reasonably determines that your use violates any of the foregoing prohibitions, subject to the suspension procedures in Section 10.2.

3.4 Third-Party Integrations

The Services may integrate with third-party data sources, APIs, and platforms (“Third-Party Integrations”), including without limitation point-of-sale systems, payment processors, eCommerce platforms, loyalty platforms, and other cannabis retail platforms. Team Winston may, at any time in its sole discretion, enable or disable such integrations. Your use of any Third-Party Integration is subject to the applicable terms of the relevant third party. If you access the Services by authorizing a third-party platform or integration partner (including through “Sign up with [Partner]” authentication flows) to share your account credentials, API keys, or point-of-sale data with Team Winston, you represent and warrant that: (a) you have the authority to authorize such sharing under your agreement with that third-party platform; (b) such sharing does not violate any applicable law or third-party agreement; and (c) you accept sole responsibility for any consequences arising from your authorization, including any dispute with the third-party platform regarding the scope of the authorization. Team Winston shall not be liable for the acts or omissions of any Third-Party Integration provider, including any misuse of Customer Data, and shall not be liable for any claim by you or any third party arising from data shared pursuant to your authorization under this Section.

4. Artificial Intelligence

4.1 AI-Powered Features

Certain features of the Services utilize generative artificial intelligence and machine learning models, which may be provided by third-party AI providers (each, a “Third-Party AI Provider”). You consent to Team Winston's use of such Third-Party AI Providers as subprocessors in connection with the delivery of the Services.

4.2 Input and Output

You may provide prompts, data, documents, or other input to be processed by the Services (“Input”) and receive Output generated by the Services. You retain ownership of your Input. Ownership of Output is as set forth in Section 7 (Proprietary Rights).

4.3 AI Model Training

Team Winston may use Customer Data, Input, Output, and Aggregated Performance Data in de-identified or aggregated form to train, fine-tune, and improve its own proprietary AI models and verticalized agents underlying the Services (“AI Training Data”). Team Winston will not use raw, identified Customer Data to train AI models in a manner that would permit a third party to reconstruct or identify your specific Customer Data. For clarity: (a) Team Winston does not use Customer Data to train third-party foundational large language models (such as models operated by Anthropic, OpenAI, or Google); (b) Team Winston utilizes such third-party AI providers solely for inference and to power specific features of the Services, and does not permit those providers to train their foundational models on your Customer Data; and (c) Team Winston's right to train its own proprietary verticalized models on de-identified aggregated data is separate from and does not constitute training of any third-party foundational model. For the avoidance of doubt, Team Winston's rights to use de-identified or aggregated data for product development, model training, benchmarking, and Derived IP creation as set forth in Sections 7.3 and 7.4 of these Terms operate independently of and are not limited by the processor instruction obligations in Appendix A, which apply solely to identified Customer Personal Data processed on your behalf. Third-Party AI Providers may retain Input and Output for up to 30 days for safety and compliance review purposes only, after which such data is deleted.

4.4 Output Limitations

Output generated by the Services, including outputs generated by AI agents, is provided “as is” for informational and operational purposes only. Team Winston does not guarantee the accuracy, completeness, reliability, or appropriateness of any Output for your specific needs or use case. Due to the nature of machine learning and generative AI: (a) Output may contain errors, inaccuracies, hallucinations, or fabricated information, including with respect to prices, inventory levels, regulatory requirements, and financial data; (b) Output may not be unique and similar or identical Output may be generated for other customers; (c) AI agents may misinterpret instructions, context, or data; (d) Output may not reflect real-time conditions, regulatory changes, or events occurring after the relevant model's training cutoff; and (e) Output is not a substitute for professional judgment. You are solely responsible for reviewing, validating, and independently verifying any Output or agentic action before relying upon or implementing it. Human review of AI-generated Output is strongly recommended, particularly for consequential business decisions including pricing, ordering, promotions, compliance, and financial transactions. You agree not to use Output for any purpose without independent verification adequate for the stakes involved. Output should not be construed as professional, legal, financial, regulatory compliance, or tax advice. Team Winston expressly disclaims all liability for any action taken or not taken in reliance on Output generated by the Services or its AI agents, to the fullest extent permitted by applicable law.

4.5 Regulated Industry Disclaimer

If you operate in a regulated industry — including without limitation cannabis and cannabis-adjacent retail, financial services, healthcare, pharmaceuticals, alcohol and beverage, or any other industry subject to federal, state, or local licensing and compliance requirements — you acknowledge and agree that: (a) Team Winston does not provide regulatory compliance, licensing, or legal advice; (b) Output generated by the Services does not constitute, and may not be relied upon as, a representation that your operations are in compliance with any Applicable Laws or regulatory requirements; and (c) you are solely responsible for your compliance with all Applicable Laws governing your operations. Team Winston recommends that you consult qualified legal, regulatory, and compliance counsel for advice specific to your regulatory environment.

4.6 Responsible AI

Team Winston maintains internal governance practices applicable to the Services, including periodic evaluations to assess the quality and reliability of AI-generated Output. Team Winston will comply with all laws and regulations applicable to its integration and use of AI within the Services.

4.7 Beta AI Features

Team Winston may make certain AI features or agentic capabilities available on a beta, preview, or early access basis (“Beta AI Features”). Beta AI Features are strictly opt-in and will not be enabled without your explicit consent. You will be informed of a feature's beta status before opting in. Beta AI Features: (a) are provided “as is” without any warranty and may be incomplete, contain errors, or change significantly before official release; (b) should not be relied upon for critical business operations; (c) may be modified, suspended, or discontinued by Team Winston at any time with reasonable advance notice where practicable; and (d) may transition to standard features upon general release, potentially subject to additional fees, with advance notice to you. Team Winston's liability with respect to Beta AI Features is limited to the greatest extent permitted by applicable law. You are encouraged to provide feedback on Beta AI Features; Team Winston owns all rights to such feedback as set forth in Section 7.1.

5. Support Terms

5.1 Technical Support

As part of these Terms and included in the Subscription Fees, Team Winston will provide technical support through its online knowledge base, interactive support portal, and critical-issue telephone support. Support hours, response times, and procedures are as set forth in your Order. Team Winston will not be responsible for providing technical support for problems attributable to errors in your equipment, data, hardware, networking, or internet access, or from any unauthorized use or modification of the Services.

5.2 Software Updates

Team Winston makes updates (error corrections, bug fixes, and enhancements) to the Services on an ongoing basis. Except in the case of urgent updates, Team Winston will schedule maintenance during non-peak hours and will use commercially reasonable efforts to provide advance notice of any planned unavailability. Team Winston's standard maintenance window is 11:00 PM to 3:00 AM prevailing Pacific Time.

5.3 Customer Infrastructure

You are responsible for maintaining the equipment and infrastructure necessary to access the Services, including (a) 99.95% power availability; (b) 99.95% network uptime; (c) adequate IT support personnel; (d) current firewall and anti-virus software; and (e) minimum internet connectivity of 1 Mbps upload and 10 Mbps download. Team Winston reserves the right to update these requirements as the Services evolve.

6. Payment

6.1 Payment Terms

Unless otherwise specified in your Order, Subscription Fees and applicable implementation or professional services fees are due and payable within 30 days of invoice date. API fees, if applicable, are due and payable within 10 days of the invoice date (invoiced monthly in arrears). Invoices will be sent to the billing contact identified in the Order. Late payments on undisputed amounts are subject to interest at 1.5% per month, or the maximum permitted by Applicable Law, whichever is lower, plus reasonable collection costs. Billing disputes must be reported to Team Winston in writing within 60 days of the invoice date. Except as otherwise provided in these Terms, all payment obligations are non-cancelable and fees paid are non-refundable.

6.2 Taxes

All fees are exclusive of applicable sales, use, GST, VAT, or similar taxes. Such taxes, if applicable, will be charged separately unless you provide a valid tax exemption certificate in advance. You are solely liable for applicable sales and use taxes.

7. Proprietary Rights

7.1 Team Winston IP

Team Winston owns all right, title, and interest in and to the Services, including all modifications, enhancements, and Output generated by the Services' AI models. Output is Team Winston IP regardless of whether it was generated in response to your Customer Data or Input. Your ownership of Customer Data does not confer any ownership interest in Output, Aggregated Performance Data, or AI Training Data, and you acknowledge that Output generated for you may be similar or identical to Output generated for other customers. These Terms do not grant you any ownership interest in the Services. If you provide Feedback, you hereby assign to Team Winston all right, title, and interest in such Feedback, and Team Winston may freely use and exploit Feedback without restriction or compensation to you.

7.2 Customer Data Ownership

You are the exclusive owner of and retain all rights, title, and interest in your Customer Data. You hereby grant Team Winston a non-exclusive, worldwide, sublicensable, royalty-free license to collect, process, use, transmit, store, and display your Customer Data solely as necessary to provide the Services, improve the Services, develop new products and services, and as otherwise permitted under these Terms and Applicable Laws.

7.3 Aggregated and De-identified Data

Team Winston may collect, use, and disclose to third parties aggregated, de-identified, or anonymized data derived from your Customer Data (“Aggregated Performance Data”), including without limitation operational benchmarks, industry analytics, and performance summaries. Team Winston will not disclose Aggregated Performance Data in a manner that identifies you or your customers without your prior written consent. For purposes of this Section, data is “de-identified” when it has been processed such that it cannot reasonably be used, alone or in combination with other information available to Team Winston, to identify a specific customer, Authorized User, or individual consumer. Team Winston's rights in Aggregated Performance Data and AI Training Data are perpetual, irrevocable, and survive the expiration or termination of these Terms. A customer's exercise of deletion rights under these Terms or applicable law applies to identified Customer Data in active systems and does not require Team Winston to delete or alter model weights, benchmarks, or other derived works that incorporate only de-identified or aggregated data.

You represent and warrant that Customer Data you provide to the Services does not, in isolation, constitute information so uniquely attributable to you that it would remain identifiable following de-identification and aggregation with data from other customers. Team Winston's de-identification obligations under this Section are satisfied when applied in good faith using commercially reasonable methods consistent with accepted industry standards. Team Winston shall have no liability for any claim arising from the inherent characteristics of Customer Data that you have submitted to the Services, including any claim that aggregated or de-identified outputs derived therefrom are attributable to you.

7.4 Derived Intellectual Property

Team Winston owns all right, title, and interest in any insights, model improvements, benchmark data, analytical frameworks, or other intellectual property derived from the processing of Customer Data in de-identified or aggregated form (“Derived IP”). Derived IP includes without limitation improvements to the AI models underlying the Services, industry benchmarks, and anonymized performance analytics. Derived IP is distinct from Customer Data and from Output and is Team Winston's sole property. No license, ownership interest, or revenue sharing right in Derived IP is granted to any customer by virtue of their subscription to or use of the Services, or by virtue of their Customer Data having contributed to the development of such Derived IP. The rights set forth in this Section are perpetual, irrevocable, and survive the expiration or termination of these Terms.

7.5 Attribution

Unless otherwise specified in your Order, Team Winston may identify you as a customer in its marketing materials and website. Team Winston will remove such identification upon your written request.

8. Data and Data Protection

8.1 Customer Data Responsibilities

You are responsible for the accuracy, quality, integrity, and legality of your Customer Data. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to provide Customer Data to Team Winston and to authorize Team Winston to process such data as contemplated by these Terms. You assume sole responsibility for resolving any dispute regarding your right to Customer Data. Team Winston shall have no obligation to resolve or intervene in any dispute or claim related to Customer Data.

8.2 Privacy Obligations

You will maintain an accessible privacy policy and will provide legally adequate privacy notices, disclosures, and opt-out opportunities as required by Applicable Laws to all individuals whose data you collect or provide to Team Winston in connection with your use of the Services.

8.3 Data Security

Each party will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data and systems used in connection with these Terms. Without limiting the foregoing, you are responsible for (a) properly configuring access rights for your Authorized Users, (b) securing your equipment and devices used to access the Services, and (c) the secure transmission of Customer Data to the Services. Team Winston will maintain commercially reasonable safeguards for Customer Data stored in connection with your use of the Services.

8.4 Data Access and Controls

Customer Data will not be accessed by Team Winston personnel except as necessary to identify, investigate, or resolve technical problems with the Services, or to verify your compliance with these Terms. Customer Data accessed by Team Winston will be kept confidential and handled in accordance with Applicable Laws.

8.5 Compelled Disclosure

Team Winston may disclose Customer Data if required to comply with a valid court order, subpoena, or Applicable Law. Team Winston will provide you with prompt written notice of any such request (unless prohibited by law) and will cooperate with you to seek confidential treatment, limit the scope of disclosure, or contest the disclosure requirement.

8.6 Data Processing

To the extent Team Winston processes any personal information contained in Customer Data, Team Winston shall do so in accordance with its Privacy Policy and any applicable data processing addendum agreed between the parties.

9. Confidentiality

9.1 Obligations

Each party (as receiving party) will: (a) protect the other party's (disclosing party's) Confidential Information with at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care; (b) use Confidential Information only for the purposes contemplated under these Terms; and (c) not disclose Confidential Information to any third party other than its employees, agents, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as these Terms.

9.2 Exceptions

Confidential Information does not include information that: (a) was known to the receiving party prior to disclosure without confidentiality obligation; (b) is or becomes publicly available through no fault of the receiving party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

9.3 Compelled Disclosure

The receiving party may disclose Confidential Information when compelled by law, provided it gives the disclosing party prior written notice (if legally permitted) and cooperates with the disclosing party's efforts to seek a protective order or confidential treatment.

9.4 Injunctive Relief

Each party acknowledges that breach of its confidentiality obligations may cause irreparable harm and that the non-breaching party shall be entitled to seek injunctive or other equitable relief, without bond and in addition to all other remedies at law or equity, to prevent any actual or threatened breach.

10. Termination and Suspension

10.1 Termination for Cause

Either party may terminate these Terms if the other party commits a material breach and fails to cure such breach within 30 days of written notice. If you terminate these Terms for Team Winston's material breach, Team Winston will refund the unused, prepaid portion of Subscription Fees for the remainder of the Subscription Term.

10.2 Suspension

Team Winston reserves the right to temporarily suspend your access to the Services if: (a) you have undisputed amounts more than 30 days past due; (b) you have failed to pay renewal fees when due; or (c) Team Winston reasonably determines that your use of the Services creates a security vulnerability, violates these Terms, or violates Applicable Laws. Team Winston will use commercially reasonable efforts to provide prior notice of suspension and will promptly restore access upon resolution. Team Winston will not suspend access while you are reasonably and in good faith disputing a charge and cooperating in resolution.

10.3 Effect of Termination

Upon expiration or termination of these Terms, you will (a) cease all use of and access to the Services, and (b) pay to Team Winston any accrued but unpaid Subscription Fees through the effective date of termination. Absent a termination for Team Winston's material breach, all unpaid Subscription Fees for the remainder of the Subscription Term shall remain due and payable; there is no provision for early termination credit. Post-termination transition assistance, if any, is subject to mutual agreement and may require payment of professional services fees.

10.4 Survival

Sections 1, 4.3, 7, 8, 9, 10.3, 11, 12, 13, and 14 shall survive the expiration or termination of these Terms.

11. Representations and Warranties

11.1 Mutual Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has full power and authority to enter into these Terms and perform its obligations; and (c) these Terms constitute a valid and binding obligation, enforceable against such party.

11.2 Customer Warranties

You represent and warrant that, in connection with your use of the Services: (a) you have obtained and shall maintain all rights, licenses, consents, permissions, and lawful bases required by Applicable Laws to provide Customer Data to Team Winston and to authorize Team Winston to process such data as contemplated by these Terms; (b) you have provided legally adequate privacy notices and opt-out opportunities to all individuals whose data you provide to Team Winston; and (c) your Customer Data and Team Winston's processing thereof as contemplated by these Terms does not and will not violate any Applicable Laws or the intellectual property or privacy rights of any third party.

12. Disclaimer and Limitation of Liability

12.1 Disclaimer

THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEAM WINSTON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TEAM WINSTON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, OR MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED FROM TEAM WINSTON SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

12.2 No Compliance Warranty

TEAM WINSTON DOES NOT PROVIDE REGULATORY COMPLIANCE, LICENSING, LEGAL, FINANCIAL, OR TAX ADVICE. OUTPUT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE, AND MAY NOT BE RELIED UPON AS, A DETERMINATION THAT YOUR OPERATIONS COMPLY WITH ANY APPLICABLE LAWS, LICENSES, OR REGULATORY REQUIREMENTS.

12.3 Limitation of Liability

EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, PROFITS, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGGREGATE LIABILITY CAP. EXCEPT AS SET FORTH BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM, WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

UNCAPPED OBLIGATIONS. THE AGGREGATE LIABILITY CAP DOES NOT APPLY TO, AND DOES NOT LIMIT TEAM WINSTON'S LIABILITY FOR: (A) TEAM WINSTON'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.1 (IP INDEMNIFICATION); (B) TEAM WINSTON'S OBLIGATIONS UNDER APPENDIX A (DATA PROCESSING ADDENDUM) WITH RESPECT TO A SECURITY INCIDENT INVOLVING CUSTOMER PERSONAL DATA CAUSED BY TEAM WINSTON'S BREACH OF ITS SECURITY OBLIGATIONS THEREUNDER; OR (C) EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOR CLARITY, YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.2 ARE ALSO NOT SUBJECT TO THE AGGREGATE LIABILITY CAP.

Notwithstanding the foregoing, Team Winston's total uncapped liability under clause (b) of the preceding paragraph shall not exceed three (3) times the Subscription Fees paid in the twelve months preceding the security incident. The parties acknowledge that this allocation of risk is an essential element of the basis of the bargain between them and that Team Winston would not have entered into these Terms without these limitations.

A material breach of Section 9 (Confidentiality) or Section 7 (Proprietary Rights) will likely cause irreparable harm, and either party may seek injunctive or other equitable relief in any court of competent jurisdiction without bond and without prejudice to any other available remedy.

13. Indemnification

13.1 By Team Winston

Team Winston will defend you against, and indemnify and hold you harmless from, any third-party claim, suit, or proceeding alleging that the Services, as provided by Team Winston and used by you strictly in accordance with these Terms, infringe or misappropriate any United States patent, copyright, trademark, or trade secret of a third party (an “IP Claim”). Team Winston will pay any final court-ordered damages or settlement amounts that Team Winston approves in writing in connection with an IP Claim. Team Winston's obligations under this Section do not apply to the extent an IP Claim arises from or is attributable to: (i) your use of the Services in combination with any software, hardware, data, or service not provided or authorized by Team Winston, where the infringement would not have occurred but for such combination; (ii) your use of the Services for purposes not authorized under these Terms or in a manner that violates Applicable Laws; (iii) any modification of the Services made by or on behalf of you without Team Winston's prior written authorization; (iv) your failure to use an updated or corrected version of the Services that Team Winston made available and that would have avoided the claim; or (v) Output generated using Customer Data that you provided. If an IP Claim is made or reasonably anticipated, Team Winston may at its option and expense: (a) procure for you the right to continue using the affected Services; (b) modify or replace the affected Services to make them non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and refund you the unused prepaid Subscription Fees attributable to the terminated Services for the remainder of the then-current Subscription Term. This Section 13.1 states Team Winston's entire liability and your sole and exclusive remedy for any IP Claim.

13.2 By You

You will defend Team Winston and its affiliates, and their respective officers, directors, employees, and agents, against, and indemnify and hold them harmless from, any third-party claim, suit, proceeding, judgment, penalty, or expense (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your use of the Services in violation of these Terms, any Order, or any Applicable Laws, including without limitation any laws governing the operation of your business in any regulated industry; (b) your Customer Data, including any claim that your Customer Data or Team Winston's processing thereof as permitted under these Terms violates any Applicable Law or infringes or misappropriates any intellectual property, privacy, or other right of any third party; (c) any consumer data or personally identifiable information you provide to Team Winston in connection with the Services, including any claim arising from your failure to obtain required consents or provide required notices; (d) your material breach of any representation, warranty, or obligation under these Terms; or (e) the gross negligence or willful misconduct of you or your Authorized Users. For clarity, your indemnification obligations under this Section are not subject to the aggregate liability cap in Section 12.3.

13.3 Indemnification Process

Each party's indemnification obligations are conditioned on: (a) the indemnified party promptly notifying the indemnifying party in writing of the claim (delay does not excuse indemnification obligations unless the indemnifying party is materially prejudiced); (b) the indemnified party granting the indemnifying party sole control of the defense and settlement negotiations; and (c) the indemnified party cooperating reasonably, at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense. The indemnifying party may not settle any claim that imposes a non-monetary obligation or payment obligation on the indemnified party without the indemnified party's prior written consent.

14. General

14.1 Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. Exclusive jurisdiction and venue for any disputes arising out of or relating to these Terms shall be in the federal courts of the Northern District of California or, if federal jurisdiction does not apply, in the state courts of San Francisco, California. Each party irrevocably submits to such jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.2 Arbitration; Class Action Waiver

Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the breach, termination, enforcement, interpretation, or validity thereof (each, a “Dispute”) will be resolved by final and binding arbitration administered by JAMS pursuant to its then-current Streamlined Arbitration Rules and Procedures (or Comprehensive Rules if the amount in controversy exceeds $250,000). The arbitration will be conducted by a single neutral arbitrator in San Francisco, California, or at such other location as the parties mutually agree. The arbitrator's award will be final, binding, and non-appealable (except on grounds specified in the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., which governs the interpretation and enforcement of this Section), and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs in arbitration, except that the arbitrator may award fees and costs to the prevailing party if the arbitrator determines the losing party's position was frivolous or advanced in bad faith.

Exceptions. Notwithstanding the foregoing, either party may: (a) bring an individual action in a small claims court of competent jurisdiction for Disputes within that court's jurisdictional limits; or (b) seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, Confidential Information, or data security obligations, pending final resolution by arbitration.

Mass Arbitration Protocol. If twenty-five (25) or more claimants submit demands for arbitration against Team Winston raising substantially similar Disputes and are represented by the same or coordinated counsel (“Mass Arbitration”), the parties agree that the Disputes will proceed as follows: (i) JAMS will select ten (10) cases to proceed as bellwether arbitrations on an individual basis; (ii) the remaining Disputes will be stayed pending resolution of the bellwether arbitrations; (iii) following resolution of the bellwether arbitrations, the parties will engage in good-faith mediation for sixty (60) days before the stayed Disputes may proceed; and (iv) if mediation fails, remaining Disputes will proceed in batches of no more than fifty (50) per batch. The parties agree this protocol is necessary to manage mass arbitration proceedings efficiently and in good faith.

CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ARBITRATION AGREEMENT WILL NOT APPLY TO THAT DISPUTE AND IT MUST BE LITIGATED IN COURT PURSUANT TO SECTION 14.1.

Opt-Out. You may opt out of this arbitration agreement by sending written notice to legal@treez.io within thirty (30) days of first accepting these Terms. Your notice must include your name, company name, and a clear statement that you are opting out of arbitration. Opting out does not affect any other provision of these Terms.

14.3 Relationship of Parties

These Terms do not create any agency, partnership, joint venture, or franchise relationship. Neither party has authority to bind the other.

14.4 Assignment

Neither party may assign the Order or these Terms without the other party's prior written consent, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets or equity of such party. Any purported assignment in violation of this Section is null and void.

14.5 Notices

Legal notices under these Terms must be in writing and addressed to: Treez Inc., 548 Market Street, #97004, San Francisco, CA 94104; email: legal@treez.io. Notices are effective upon personal delivery, electronic confirmation of transmission, the day after dispatch by recognized overnight courier, or upon receipt if sent by certified or registered mail.

14.6 Force Majeure

Neither party will be liable for any delay or failure to perform (excluding payment obligations) caused by circumstances beyond its reasonable control, provided that party uses commercially reasonable efforts to mitigate the impact.

14.7 Amendment

Team Winston reserves the right to modify these Terms at any time in its sole discretion by posting revised Terms on its website and, for material changes, providing you with at least thirty (30) days' prior written notice by email. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to any modification, your sole remedy is to discontinue use of the Services and terminate your subscription in accordance with Section 10. Order Forms and statements of work may only be amended by a written instrument signed by authorized representatives of both parties.

14.8 Severability

If any provision of these Terms is held illegal, invalid, or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.

14.9 Waiver

No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.10 Entire Agreement

The Order and these Terms (including Appendix A) constitute the complete and exclusive agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements or understandings relating to this subject matter. No terms in any purchase order or other Customer-issued document shall be incorporated into or form part of these Terms. Team Winston may update these Terms unilaterally in accordance with Section 14.7; all other modifications to an Order or statement of work require a written instrument signed by authorized representatives of both parties. In the event of a conflict, the Order takes precedence over these Terms, and this DPA (Appendix A) takes precedence over the Order with respect to the processing of Customer Personal Data. The English version of these Terms shall control in all respects.

14.11 Contact

If you have questions regarding these Terms, please contact us at legal@treez.io or by mail at: Treez Inc., 548 Market Street, #97004, San Francisco, CA 94104.

Related Platform Agreements

Depending on the products and services identified in your applicable Order Form(s), your use of those products may also be governed by one or more of the following separate agreements. Each governs only the platform to which it corresponds and is independent of these Terms. These agreements do not apply solely by virtue of your subscription to Team Winston, and in any conflict with respect to the Team Winston Services, these Terms control.

• Point-of-sale platform: treez.io/terms
• eCommerce platform: gapcommerce.com/terms-of-services
• Loyalty platform: stickycards.co/terms-and-conditions