Terms of Service

1. Eligibility and Access

1.1 Eligibility

The Services are intended for business use by organizations and their authorized users. You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are not directed to consumers for personal, family, or household purposes.

1.2 Accessing the Website

The Website at winmore.io is provided for general informational purposes. You may browse the Website without registering or creating an account, and Winmore does not require you to submit account credentials to view it. These Terms apply to your use of the Website whether or not you have a Services account.

1.3 Accessing the Services and accounts

Access to the Services is made available to authorized users of Winmore’s business customers. Depending on how your organization has configured access, you may register for an account or be provisioned access by your organization (for example, through single sign-on). Where you create or maintain an account, you agree to provide accurate, current, and complete information, including your name, business email address, and company name, and to keep this information up to date.

1.4 Account security

You are responsible for safeguarding any account credentials, including your username and password, and for all activity that occurs under your account. You agree to notify Winmore promptly of any unauthorized access to or use of your account. Winmore uses third-party authentication providers to help secure access, and you agree to comply with any applicable authentication requirements.

2. The Services

2.1 Access and license

Subject to your compliance with these Terms and any applicable Customer Agreement, Winmore grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during the applicable subscription term.

2.2 Customer Data

“Customer Data” means the shipment, lane, pricing, margin, supply-chain, and other content and information that you or your authorized users submit to or generate within the Services. As between you and Winmore, you retain all right, title, and interest in and to your Customer Data. You grant Winmore a limited license to host, process, transmit, and display Customer Data solely as necessary to provide, secure, and support the Services.

Winmore processes Customer Data as a service provider (processor) on your behalf, in accordance with the applicable Customer Agreement and data processing terms. Winmore’s handling of personal information that Winmore controls — such as contact and usage data — is described in the Privacy Policy referenced in Section 11.

2.3 Data isolation and confidentiality

Winmore maintains logical multi-tenant isolation so that one customer or tenant cannot access another customer’s pricing, lane, shipment, or other proprietary data. Winmore does not use a customer’s proprietary or confidential data to train, fine-tune, or improve any machine learning or optimization model in a way that benefits or is shared with any other customer or tenant.

2.4 Service changes

Winmore may modify, enhance, or discontinue features of the Services from time to time. Where a change would materially reduce the core functionality of the Services during a paid subscription term, Winmore will provide reasonable advance notice as required under the applicable Customer Agreement.

3. Acceptable Use

You agree that you will not, and will not permit any third party to:

• Use the Services or the Website in violation of any applicable law, regulation, or third-party right;
• Access or attempt to access another customer’s data, accounts, or tenant environment;
• Reverse engineer, decompile, or disassemble the Services, or attempt to derive source code, except to the extent permitted by law;
• Introduce malware, viruses, or other harmful code, or interfere with the integrity, security, or performance of the Services or the Website;
• Probe, scan, or test the vulnerability of the Services or the Website without prior written authorization from Winmore;
• Resell, sublicense, or make the Services available to any third party except as expressly permitted;
• Use the Services to build a competing product or to benchmark for a competitor;
• Upload or submit data that you do not have the right to submit, or that infringes the rights of others.

Winmore may suspend access to the Services without liability where it reasonably believes that continued access poses a security, legal, or operational risk, and will restore access once the risk is resolved where practicable.

4. Fees and Payment

4.1 Fees

Fees for the Services are set out in the applicable order form or Customer Agreement. Unless otherwise stated, fees are quoted and payable in U.S. dollars and are exclusive of taxes, which are your responsibility except for taxes based on Winmore’s net income.

4.2 Invoicing and payment

Unless otherwise agreed in writing, invoices are due within thirty (30) days of the invoice date. Late amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. Except as required by law or expressly stated in a Customer Agreement, fees are non-refundable.

5. Intellectual Property

The Services, the Website, and all related software, technology, documentation, and content (excluding Customer Data) are and remain the exclusive property of Winmore and its licensors, and are protected by intellectual property and other laws. These Terms do not grant you any right, title, or interest in the Services other than the limited license expressly stated in Section 2.

Winmore may use de-identified or aggregated usage data to operate, secure, and improve the general performance, reliability, and functionality of the Services, provided such data is processed in a manner designed to prevent re-identification of any individual customer, shipment, or pricing detail.

If you provide feedback or suggestions about the Services, Winmore may use that feedback without restriction or obligation to you.

6. Confidentiality

Each party may have access to the other party’s confidential information in connection with the Services. The receiving party agrees to protect such confidential information using at least the same degree of care it uses for its own confidential information (and no less than a reasonable degree of care), and to use it only as necessary to exercise its rights and perform its obligations under these Terms. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known prior to disclosure, or is independently developed.

7. Data Security and Privacy

Winmore maintains administrative, technical, and physical safeguards designed to protect personal information and Customer Data against unauthorized access, disclosure, alteration, and destruction. These safeguards include encryption of data in transit and at rest, logical multi-tenant isolation, role-based access controls on a need-to-know basis, continuous monitoring, and a documented incident-response process.

Winmore maintains an independent assurance program (such as SOC 2 Type II or equivalent); current certification status and reports are available to enterprise customers upon request and under NDA. Winmore’s collection and use of personal information is described in the Privacy Policy referenced in Section 11.

8. Term, Suspension, and Termination

8.1 Term

These Terms apply from the date you first access the Website or the Services and continue until terminated as set out here or until the applicable subscription term ends under a Customer Agreement.

8.2 Termination

Either party may terminate these Terms for material breach if the breach remains uncured thirty (30) days after written notice. Winmore may suspend or terminate your access immediately where required to protect the security, integrity, or lawful operation of the Services, or where required by law.

8.3 Effect of termination

Upon termination, your right to access and use the Services ends. Winmore will make Customer Data available for export, and will delete, anonymize, or securely dispose of Customer Data, in accordance with the data retention practices and timelines set out in the applicable Customer Agreement and the Privacy Policy. Sections that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitation of liability, and governing law) will survive.

9. Disclaimers

THE SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WINMORE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WINMORE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT PRICING OR OPTIMIZATION OUTPUTS WILL ACHIEVE ANY PARTICULAR RESULT. YOU ARE RESPONSIBLE FOR YOUR BUSINESS DECISIONS MADE USING THE SERVICES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO WINMORE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Privacy

Winmore’s collection, use, and disclosure of personal information in connection with the Website and the Services is described in our Privacy Policy. The Privacy Policy is incorporated into these Terms by reference. By using the Website or the Services, you acknowledge that you have reviewed the Privacy Policy, available at winmore.io.

12. International Use and Data Transfers

Winmore is based in the United States, and information processed through the Website and Services is processed and stored in the United States. If you access the Website or Services from outside the United States, you understand that your information will be transferred to, stored, and processed in the United States, which may have data protection laws different from those of your jurisdiction.

Where required, Winmore relies on appropriate cross-border transfer mechanisms, such as Standard Contractual Clauses or successor frameworks, as set out in the applicable Data Processing Agreement. For EU and UK customers, Winmore acts as a processor with respect to Customer Data and supports applicable data protection requirements as described in the Privacy Policy and Data Processing Agreement.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, for any dispute not subject to an alternative dispute resolution mechanism in a Customer Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14. Changes to These Terms

Winmore may update these Terms from time to time to reflect changes in the Services, our practices, or for other operational, legal, or regulatory reasons. We will post the updated Terms and revise the “Last Updated Date” above. Material changes will be communicated as required by applicable law or the applicable Customer Agreement. Your continued use of the Website or Services after an update takes effect constitutes acceptance of the updated Terms.

15. Miscellaneous

These Terms, together with any applicable Customer Agreement and the Privacy Policy, constitute the entire agreement between you and Winmore regarding the Website and Services. If any provision is held unenforceable, the remaining provisions will remain in full force. Winmore’s failure to enforce any right or provision is not a waiver. You may not assign these Terms without Winmore’s prior written consent; Winmore may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

16. Contact Us

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