Terms of Service

Dated: April 27, 2020

Welcome to Winnin!

Thank you for using the Winnin Insights platform and the products, services and features we make available to you as part of the platform (collectively, the “Service”).

This instrument describes the terms and conditions ("Terms of Service" or “Terms”) to use the Services provided by Winnin Inc., a company operating under the laws of Delaware, located at 108 West 13th Street, Wilmington, Delaware 19801, Country of New Castle and its subsidiary or affiliated companies (hereinafter referred to as “Winnin Inc”, “we”, “us”, or “our”).

The Service allows you to map culture in real time and helps understand what’s relevant to different audiences and cultural niches. It empowers content creators through data.

Your use of the Service is subject to these Terms of Service and the Privacy Policy, which may be updated from time to time (together, this “Agreement”). Any other links or references provided in these Terms are for informational use only and are not part of the Agreement.

Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you should not use the Service.

Our Service is provided to Businesses. If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

If you have any questions about these Terms of Service, please contact us at help@winnin.com.


Content on the Service

The content on the Service includes videos, audio (for example music and other sounds), graphics, photos, text, branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials either provided by us or by third-party platforms from where the data is collected (collectively, “Content”).

If you see any Content you believe does not comply with this Agreement, including by violating the law, you can report it to us at legal@winnin.com.

The data made available in the Service is public and collected from social medias, such as, but not limited to Facebook, Instagram, Youtube and Twitch, through access to its APIs, and only processed for availability on the Service.


Winnin Account

To protect your Winnin account, keep your password confidential. If you learn of any unauthorized use of your password, please contact help@winnin.com. You should not share your login account and password.

You are the sole responsible for maintaining the confidentiality of the password defined to access Winnin platform at the time of registration. Winnin Inc. is not responsible for any damage resulting from the disclosure of the password by you to third parties, or the use of the password by third parties to gain access to your account. In the event of unauthorized use of your account, you must notify Winnin Inc. immediately, via email address help@winnin.com.

In case you forget or lose your password or username the data will be recovered upon security checks. Winnin Inc. reserves the right to suspend or cancel at its sole discretion access to your account if it believes there is a security breach. For security reasons, Winnin Inc. may require you to change any and all passwords used to access your Winnin account.


Your Information

To use the Service, you must subscribe to one of our products, register yourself as a User and create an account within Winnin platform. By registering within Winnin platform, you agree to provide truthful, accurate, complete and updated information about yourself, as requested in the registration form and to update it whenever necessary. This information will include your full name, email and the name of the company on behalf of which you are accessing the platform. Nicknames that are likely to cause confusion that violate the rights of third parties of any nature, or that are considered offensive, vulgar or otherwise inappropriate may not be used. Winnin Inc. may remove you or change in its sole discretion any user name that violates the conditions set out in these Terms of Service.

Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service. We will only process your data in accordance with these terms, to customize your experience and improve the Service. By registering at Winnin platform, you declare that understand and accept the terms set forth herein, as well as that agree with the collection and storage of your data.

Your usage data will be stored within our partners database. No user data shall be shared with third-parties for other purposes.


Permissions and Restrictions

You may access and use the Service as made available to you, as long as you comply with this Terms of Service and applicable law.

When using the Service, you agree not to practice the following acts, under penalty of being warned and having your subscription at Winnin platform and the Service suspended or canceled, temporarily or permanently, without prejudice to other measures:

1. perform any acts that infringe any of Winnin Inc's intellectual property rights or in any way violate third-parties rights;

2. access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service; or (b) with prior written permission from Winnin Inc and, if applicable, the respective rights holders;

3. use the Service for a purpose other than the contracted with the software subscription and identified in the subscription form;

4. circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the use of the Service or (b) limit the use of the Service;

5. use or employ any methods that interfere with the data made available on the Winnin platform, or that provide any undue advantage to any user; violate or encourage others to violate these Terms of Service, third party’s rights, the Privacy Policy, any laws, rules or regulations;

6. access the Service using any automated means (such as robots, botnets or scrapers), except with Winnin Inc’s prior written permission;

7. misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions;

8. register with false information, pretend to be any person or representative of an entity that is not competent to do so, to deceive others or for any other purpose;

9. attempt and/or use reverse engineer or otherwise attempt to invade or harm Winnin platform.

Winnin Inc. will be able to delete and remove your account if understands at its sole discretion that you have violated any of the above provisions.

Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other content made available on Winnin platform.


WINNIN CONTENT

Winnin content is collected from platforms such as, but not limited to Facebook, Instagram, Youtube and Twitch.

In order for you to have a satisfying experience at Winnin platform, Winnin Inc. uses the YouTube, Facebook, Instagram and Twitch APIs. Therefore, Winnin Inc. is in accordance with the Terms of Service of the aforementioned social medias, which can be accessed through the following links:

YouTube
Facebook
Instagram
Twitch

You are the sole and exclusive responsible for your information provided in the registration on Winnin platform.

Winnin resources may have limitations in terms of number of characters, formatting, reproduction, origin, time, quality, among others, at the exclusive discretion of Winnin Inc.

Winnin Inc is constantly changing and improving the Service. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. Wherever reasonably possible, we will provide notice when we discontinue or make material changes to our Service that will have an adverse impact on the use of the Service. However, you understand and agree that there will be times when we make such changes without notice, such as where we feel we need to take action to improve the security and operability of our Service, prevent abuse, or comply with legal requirements.


INTELLECTUAL PROPERTY

Winnin Inc. and its licensees/authorized parties are the sole and exclusive owners of all intellectual property rights in Winnin platform and all related goods and services, including brands, logos, domain names, layout, trade dress, designs, among others (“Winnin Inc. Intellectual Property”). You are aware and agree that the Winnin Inc. Intellectual Property may never be used in any way and on any media without the express prior authorization of Winnin Inc. The simple use of the Service does not grant to you a license to use Winnin Inc. Intellectual Property. You are prohibited from attempting to use reverse engineer, decompile or disassemble, adapt or otherwise modify the software including Winnin platform or its contents or any system provided in Winnin platform. Winnin Inc. is not obliged to accept or consider any ideas, suggestions or materials submitted by the public ("Suggestions"), especially if such Suggestions are protected by intellectual property, unfair competition or other rights. However, if you send any Suggestions to Winnin Inc., you grant, exclusively, for the maximum period permitted by law, a license over all rights arising from the Suggestions, and Winnin Inc. shall be able to freely use any concepts, ideas, know-how or techniques contained in any Suggestions for any purpose, including, without limitation, development, commercialization and exploitation of products and services in Brazil and abroad from such information, without any compensation to you.

You agree to respect the intellectual property rights of Winnin Inc. and third parties and warrant that will not make any use of the Service in a manner that violates such intellectual property rights.

If you believe your copyright or any other right has been infringed on the Service, please send us a notice through legal@winnin.com.


THIRD PARTY RIGHTS VIOLATIONS

Winnin Inc. reserves the right, in its sole discretion, to take repressive measures against the user who violates third party’s rights in Winnin platform. If any user violates third party’s rights, the interested party must notify Winnin Inc. by e-mail to legal@winin.com.

The notification must contain the following information: (i) statement that the interested party has identified material in Winnin platform that violates its rights (or the rights of a third party who has authorized the interested party to act on its behalf); (ii) description of the protected property (video, image, work, brand, photography, industrial design, among others); (iii) detailed description of the manner in which the right was violated; (iv) location in Winnin platform where the breach occurred; (v) address, telephone number and e-mail so that Winnin Inc. can contact the complainant; (vi) declaration by the interested party that the information contained in the notification is true and that the interested party is the holder of the violated right or is authorized to act on behalf of the holder of the rights, in the following terms: "I declare to believe that the reported user is not authorized by the holder of the violated rights. I also declare that the information contained herein is true and that I am the holder party and/or I am authorized to file a lawsuit for violation of rights regarding its misuse.”; and (vii) signature of the interested party.

The interested party in reporting the violation must verify if the content on Winnin does in fact violate its rights. In case of doubt, it is recommended to consult a lawyer. Using this notification process to make a false or bad faith claim may has legal consequences for the complainant and will be considered a violation of the conditions set out in these Terms of Service.

Upon review and confirmation of the complaint, Winnin Inc. may remove or disable Winnin's infringing content.


Account Suspension & Termination

You may stop using the Service at any time. In order to delete your account, please send an e-mail to help@winnin.com. This will include closing your account with Winnin Inc. and removing your data. You also have the option to download a copy of your data first. However, such copy shall not include any report or dashboard available on Winnin platform, but only your personal data.
Winnin Inc. may suspend or terminate your access to all or part of the Service if (a) you materially or repeatedly breach this Terms; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe there has been conduct that creates (or could create) liability or harm to any user, other third party, Winnin Inc. or our Affiliates.

We will notify you with the reason for termination or suspension by Winnin Inc. unless we reasonable believe that to do so: (a) would violate the law or the direction of a legal enforcement authority, or would otherwise risk legal liability for Winnin Inc. or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Winnin Inc. or our Affiliates. If you believe your Winnin account has been terminated in error, you can appeal through help@winnin.com.


WARRANTY AND LIABILITY LIMITATIONS


Other than as expressly stated in this Agreement or as required by law, the Service is provided “as is” and Winnin Inc does not make any specific commitments or warranties about the Service. For example, we don’t make any warranties about: (a) the content provided through the Service; (b) the specific features of the Service, or its accuracy, reliability, availability, or ability to meet your needs.

Winnin Inc. is not responsible for the content made available on the platforms from which it collects the Winnin data. In other words, Winnin Inc. is not responsible for the data provided by users of platforms such as, but not limited to Facebook, Instagram, Youtube and Twitch, on their social medias and exhibited on Winnin platform.

Winnin Inc. does not guarantee that Winnin and its Content will be available uninterruptedly, and Winnin will make its best efforts to maintain Winnin platform free of errors and malwares, as well as the server where Winnin platform is hosted. Except as required by applicable law, Winnin Inc.  its Affiliates, Officers, Directors, Employees and Agents will not be responsible for any loss or profits, revenues, business opportunities, goodwill, or anticipated savings, loss or corruption of data, indirect or consequential loss, punitive damages caused by:

1. Errors, mistakes, or inaccuracies on the Service;
2. Personal injury or property damage resulting from your use of the Service;
3. Any unauthorized access to or use of the Service;
4. Any interruption or cessation of the Service;
5. Any virus or malicious code transmitted to or through the Service by any third party;
6. Any content on Winnin platform from Facebook, Instagram, Youtube and Twitch, including your use of the Content; and/or
7. The removal or unavailability of any Content.

This provision applies to any claim, regardless of whether the claim asserted is based on warranty, contract, tort, or any other legal theory.

Winnin Inc and its Affiliates total liability for any claims arising from or relating to the Service is limited to the amount that you had paid to Winnin Inc and its Affiliates to use the Services in the 12 months before the date of your notice.

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Winnin Inc and its Affiliates, officers, representatives, directors, partners, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, lawsuits, and expenses (including but not limited to attorney’s fees and court fees) arising from or in connection with: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement and your use of the Service.
The Service may contain links to third-party websites and online services that are not owned or controlled by Winnin Inc. Winnin Inc has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each third-party website and online service that you visit.

You also acknowledge that all content published on Winnin platform is hosted by third parties whose have no relationship with Winnin Inc., and for that Winnin Inc has no interference with the availability of content on their respective platforms, and they can be disabled or removed from the servers where they are hosted at any time.

Winnin Inc does not use the data collected and stored on the Winnin platform for any advertising and/or commercial purposes. Winnin Inc. does not endorse products, services, content, news, information and data operated by third parties and is not responsible for any transaction related to them, or for any consequences that may arise from the use of these products, services, content, news, information and data contained in the platform by you.

TERMS OF USE MODIFICATIONS

These Terms of Service can be modified at any time by Winnin Inc, for example, to reflect changes to our Service or for legal, regulatory, or security reasons. Winnin Inc will provide reasonable advance notice of any material modifications to this Agreement and the opportunity to review them, except that modifications addressing newly available features of the Service or modifications made for legal reasons may be effective immediately, without notice. By continuing to access the Service after the changes come to effect, you automatically agree with and accept the new Terms of Service.


MISCELLANEOUS

If your use of the Service ends, the following terms of this Agreement will continue to apply to you: “Warranty and Liability Limitations” and “Miscellaneous”.

Winnin Inc. may modify, suspend or discontinue the Service (or any part of it) at any time for any reason, at its sole discretion. In the event of discontinuation of Winnin, your information will be discarded by Winnin Inc., in accordance with applicable law.
These Terms of Service constitute the entire understanding between Winnin Inc. and you with respect to its object, and corroborates any and all instruments, agreements or Contracts, verbal or written, entered into and between the parties in relation to the object herein before the date that these Terms of Service are effective.

If you fail to comply with this Terms and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).

You agree that the invalidity or unenforceability for any reason of any provision contained in this document will not affect the validity and enforceability of any other provision therein and, if any provision is deemed in any way invalid or unenforceable, the other provisions will remain in effect and this document will be interpreted as if the invalidated or unenforceable provisions did not exist.

In these terms, “include” or “including” means “including but not limited to”, and any examples we give are for illustrative purposes.
These Terms of Service will be governed by and construed in accordance with the Brazilian law and it is agreed and accepted by the parties that any disputes arising from this Term of Service that cannot be friendly solved by them, shall be settled in the Central Court of Judicial District of the city of Rio de Janeiro.

Winnin Data Protection contact: dpo@winnin.com