WINDEN TERMS OF SERVICE

1. Use of the Services

Eligibility.
This is a contract between you and Winden. You must read and agree to these terms before using the Services. If you do not agree, you may not use the Services. You may only apply for an Account, and use the applicable Services under such Account, if you are a legal entity formed and registered in the United States and can form a binding contract with Winden. Individual consumers and companies organized and registered outside the United States are not permitted to use or attempt to open or use an Account or the Services. You may only use the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use of or access to the Services for consumer or non-commercial purposes or by any individual who is not your employee, contractor, agent, or other individual permitted to use your Account on your behalf ("User") is strictly prohibited and in violation of this Agreement.
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‍Applying for an Account.
Your Account gives you access to certain Services, the demand deposit account ("Deposit Account") and debit cards ("Cards") provided by one of our financial institution providers (each a "Banking Provider") and any other functionality that we may establish and maintain from time to time and in our sole discretion. You will need to provide Company information and certain personal information (collectively, "Company Information"), when you apply for an Account. Company Information may include your registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of Administrators, Users or beneficial owners, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information. You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose personal information you provide before sharing such data with us.  

We provide Company Information to our Banking Providers and other third-party service providers to determine your eligibility for access to certain Services. We rely on the accuracy of the Company Information you provide us when opening and maintaining your Account. We may deny your application, suspend provision of such Services to you, or close your Account if Company Information is out of date, incomplete, or inaccurate.

‍Account Management and Security.
You must specify at least one Administrator to manage your Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards for Users;, view transactions and run reports; provide or update Company Information; connect third-party services and other accounts to your Account; and perform other tasks to manage your Account. You are responsible for any actions or failure to act on the part of Administrators or Users, or those using their credentials to access your Account. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use "strong" passwords (for recommendations on what constitutes a strong password, check the National Institute of Standards and Technology (NIST)) with your Account. You must notify Winden immediately of any breach of security or unauthorized use of your Account. Winden will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised. Your Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on your Account or your use of the Services.
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‍Fees.
‍We may assess fees for some Services, including periodic fees, usage fees, service fees, and fees applicable to certain transactions. We may also assess fees for late or failed payments, or misuse of your Account or the Services. We will disclose fees to you when opening your Account, when you start using a new Service, or through the Site. We may update, add, or change fees upon 30 days' notice to you. Any accrued or incurred fees will be reflected on your statements.
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‍Prohibitions.
You may agree that you will not: (a) use the Account or the Services for any purpose that is unlawful or prohibited by this Agreement; (b) use the Account or the Services for any personal, family, household, or other use that is not related to Company’s business purpose; (c) use the Account or the Services for the benefit of an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (d) use the Account or the Services for any third parties unaffiliated with Company, (e) use the Account or the Services to collect any market research for a competing business, (f) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, (g) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Winden IP, data, files, or passwords related to the Services through hacking, password or data mining, or any other means; (h) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services; (i) circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the Services; (j) use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and (k) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

2. Our Proprietary Rights

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services. Winden reserves all rights not expressly granted herein in the Services and the Winden IP (as defined below). Winden may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Winden IP"), and all Intellectual Property Rights related thereto, are the exclusive property of Winden and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Winden IP. Use of the Winden IP for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Winden under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Winden does not waive any rights to use similar or related ideas previously known to Winden, or developed by its employees, or obtained from sources other than you.

For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

3. Site Data and Privacy

By using the Services, you grant Winden a non-exclusive, royalty-free, license during the Term to collect, use, disclose, combine, transmit, format, and display Company Information, personal information, and any other information submitted by Company through the Services (collectively, "User Content"), for the purposes provided in the Privacy Policy available at: https://winden.co/privacy-policy. Additionally you grant Winden the right to aggregate data we collect from your use of the Services ("Site Data") and use such Site Data for our business purposes. You also acknowledge and agree that by using the Services, User Content and Site Data will be collected, used, transferred to and processed in the United States. Winden uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Company Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures and use User Content for improper purposes. You acknowledge that you provide User Content at your own risk. Your use of the Deposit Account and Cards is subject to the privacy policies and terms of use of our Banking Providers.

4. Third-Party Links and Information

The Services may contain links to third-party materials that are not owned or controlled by Winden. Winden does not endorse or assume any responsibility for any such third-party services, information, materials, products, or Services. If you access a third-party website, application or service from the Services, you do so at your own risk, and you understand that this Agreement and Winden’s Privacy Policy do not apply to your use of such third-party services. You expressly relieve Winden from any and all liability arising from your use of any third-party websites, applications, services, or content.

5. Representations and Warranties; Indemnification

Representations and Warranties.
You hereby represent, warrant, and covenant that:
- You are a business entity that is organized, registered, and located in the United States;
- You have a valid U.S. Employer Identification Number (EIN);
- You are validly existing and in good standing in your jurisdiction of organization;
- All information you provide to us is and will be current, accurate, and complete;
- You will use your Account exclusively for business purposes and not for any personal, family, or household use; 
- You have reviewed this Agreement and the terms, agreements, or policies incorporated by reference;
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder; and
- You are a business entity that is organized, registered, and located in the United States.
Use of User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party.
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‍Indemnity.
You agree to defend, indemnify and hold harmless Winden and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking Providers, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your username, password or other appropriate security code.

6. No Warranty

The services are provided on an "As is" and "As available" basis. Use of the services is at your own risk. To the maximum extent permitted by applicable law, the services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Winden or through the services will create any warranty not expressly stated herein. Without limiting the foregoing, Winden, its subsidiaries, its affiliates, and its licensors do not warrant that the information provided to you through the services is accurate, reliable, or correct; that the services will meet your requirements or are suitable or fit for the purpose; that the services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the services.Winden does not warrant, endorse, guarantee, or assume responsibility for any product or service offered by a third party through the services or any hyperlinked website or service, and Winden will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Winden does not warrant, endorse, guarantee, or assume responsibility for any product or service offered by a third party through the services or any hyperlinked website or service, and winden will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

7. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Winden, its affiliates, agents, directors, employees, suppliers, or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the services. Under no circumstances will Winden be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or your account or the information contained therein.

To the maximum extent permitted by applicable law, Winden assumes no liability or responsibility for any (I) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our services by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the services; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Winden, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding $100.00.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Winden has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

8. Term and Termination

This Agreement is effective when you start using our Services and continues until terminated by either you or us, or in accordance with the Banking Provider Agreements or as otherwise set forth in this Agreement (the "Term"). You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account, at any time for any reason by providing you notice.

9. Changes

This Agreement is effective as of the Last Modified date stated at the top. We may change this Agreement from time to time. Any such changes will be posted on the Site. By accessing the Services after we make any such changes to this Agreement, you are deemed to have accepted such changes. Please refer back to this Agreement on a regular basis.

We may add Services or modify existing Services at any time. Some of these Services will be subject to additional terms. You acknowledge and understand that in order to use certain Services, you must agree to the additional terms that we will provide separately from this Agreement, and which will be incorporated by reference and form a part of this Agreement.

We do not guarantee that each of the Services will always be offered to you, that they will be available to you, or that you will qualify or be able to utilize any particular Service. Services will change from time to time, and certain Services may be discontinued or others may be added.

10. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Governing Law.
You agree that:
(i) the Services shall be deemed solely based in California; and
(ii) the Services shall be deemed passive ones that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 10B, you agree that the federal or state courts located in Los Angeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.
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‍Arbitration.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WINDEN.
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For any claim, dispute, or controversy with Winden (a "Claim"), you agree to first contact us at help@winden.co and attempt to resolve the dispute with us informally. In the unlikely event that Winden has not been able to resolve a dispute it has with you after sixty (60) days, such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party.
NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.
All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Claim immediately after commencement of the arbitration. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and Winden, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
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‍Class Action Waiver.
You agree that any arbitration or proceeding shall be limited to the Claims between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Claim to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Claim to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11. Downloading the App

We make the App available through the Google Play Store or Apple App Store. The following terms apply to the App when accessed through or downloaded from the Apple App Store where the App may now or in the future be made available.
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You acknowledge and agree that:
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These Terms of Use are between you and Winden, and not with Apple, and Winden (not Apple) is solely responsible for the App. Apple has no obligation to furnish any maintenance and support services with respect to the App.
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- In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Winden.

- Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

- In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Winden will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

- Apple and its affiliates are third-party beneficiaries of this Agreement as related to your license to the Aps, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof.

- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) you are not an individual, or associated with an entity, designated under the UK’s Terrorist Asset-Freezing etc. Act 2010 (TAFA 2010); and (iv) you are not otherwise subject to or affected in any way by any national security or terrorism related rules whether applicable to you personally or to your location or other circumstances.

- You must also comply with all applicable third party terms of service when using the App.

12. General

Assignment.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Winden without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
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‍Notification Procedures and Changes to the Agreement.
You consent to us providing notices to you under this Agreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via text or SMS to the phone numbers provided to us by Administrators and Users. If you sign up to receive certain Winden notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to Administrators and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, your Account, your Card and your Deposit Account and may provide Administrators and Users the ability to respond with information about transactions or your Account. Administrators and Users may disable notification preferences to limit the use of certain Service features or to decrease financial risks to the Company. Administrators and Users are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. Administrators and Users will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at: help@winden.co if you are having trouble receiving notices from us. For further information, please review our Electronic Disclosure Policy.
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‍Entire Agreement/Severability.
This Agreement, together with any amendments and any additional agreements you may enter into with Winden in connection with the Services, shall constitute the entire agreement between you and Winden concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

‍No Waiver.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Winden’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

‍Legal Orders.
We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
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‍Survival.
Sections 1C (Account Management), 2 (Our Proprietary Rights), 3 (Site Data and Privacy), 5 (Representations and Warranties; Indemnification), 6 (No Warranties), 7 (Limitation of Liability), 8 (Term and Termination), 10 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver), and this Section 12 (General); and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement.

13. Prohibited Businesses

You must not use Winden's services for the following activities:
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Illegal products and services
- Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs
- Fake references or ID-providing services
- Telecommunications manipulation equipment including jamming devices
- Any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
- Any other products or services that are in violation of law in the jurisdictions where your business is located or targeted to
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Products and services that infringe intellectual property rights
- Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization
- Counterfeit goods; illegally imported or exported products
- Unauthorized sale of brand name or designer products or services
- Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party

Products and services that are unfair, predatory, or deceptive
- Pyramid schemes
- ‘Get rich quick’ schemes including: investment opportunities or other services that promise high rewards to mislead consumers; schemes that claim to offer high rewards for very little effort or up front work; sites that promise fast and easy money; businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials; (with or without a written contract) offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase
- No value added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value
- Sales of online traffic or engagementNegative response marketing and telemarketing
- Predatory mortgage consulting, lending, credit repair and counseling services
- Predatory investment opportunities with no or low money down
- Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales
- Any other businesses that Stripe considers unfair, deceptive, or predatory towards consumers

Adult content and services
- Pornography and other mature audience content (including literature, imagery and other media) depicting nudity or explicit sexual acts
- Adult services including prostitution, escorts, pay-per view, sexual massages, and adult live chat features
- Adult video stores
- Gentleman's clubs, topless bars, and strip clubs
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Certain legal services
- Law firms collecting funds for purposes other than legal service fee payment
- Bankruptcy attorneys
- Bail bonds

Firearms, explosives and dangerous materials
- Guns, gunpowders, ammunitions, weapons, fireworks and other explosives
- Peptides, research chemicals, and other toxic, flammable and radioactive materials
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Gambling
- Games of chance including gambling, internet gambling, sweepstakes and contests, fantasy sports leagues with for a monetary or material prize
- Sports forecasting or odds making with a monetary or material prize
- Lotteries
- Bidding fee auctions
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Marijuana
- Cannabis products
- Cannabis dispensaries and related businesses
- Products containing any amount of CBD/THC

14. Dispute Policy:

In the event of a payment dispute, unless otherwise directed by the Cardholder or their authorized representative, Winden Technologies, Inc. will direct customers to contact Visa at 1-833-333-0417 in order to process the dispute as presented in accordance with card network rules and card issuer practices.

1. What Is Card Funding?

Winden has partnered with Checkout.com (“Checkout”) to allow Winden members to use a debit or credit card to deposit funds into their Account. You cannot use a prepaid card for Card Funding.
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If you choose to participate in Card Funding, you will need to provide your card details, including your card number and cardholder name. By initiating a transfer to your Account using Card Funding, you confirm that your card details are correct, that your card account is in good standing with the account-holding financial institution, and that you have the authority to initiate a debit or credit card payment in the amount at issue to or from your card account.
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By initiating a Card Funding transaction, you authorize us to initiate debits to your card account through card payment networks in order to process the Card Funding transaction, including any applicable fees and charges, and this authorization shall remain in effect so long as you have an Account with Winden unless canceled in accordance with this Agreement.

2. Reversals and Chargebacks

If you initiate a Card Funding transaction that is later refunded or invalidated for any reason, you are responsible for the full amount of the funds added to your Account plus any fees (including any applicable chargeback fee described below). Whenever a Card Funding transaction is reversed, Winden will refund or reverse the transaction from your Winden Account in the same currency as the original transaction. If your Winden Account balance for a particular currency is insufficient to cover the amount of a refund or reversal, Winden will perform a currency conversion to refund or reverse the transaction, subject to the exchange rate being offered by Winden in the applicable currencies at that time.

If you dispute a legitimate repayment charge in connection with an Advance Payment (as defined below) and your dispute claim is successful for any reason, you will be responsible for any dispute fees charged to Winden by your financial institution in addition to the repayment of your Advance Payment. 

3. Advance Payments

If you are eligible, the Card Funding program allows you to receive free advances (the “Advance Payments”) on Card Funding transactions which have been initiated, but not yet paid to your Account. Advance Payments may only be used for business purposes, and may not be used for personal, family, or household purposes. There are no costs for access to the Card Funding program and any Advance Payment you choose to receive is free. Typically, Advance Payments will be for the full value of the incoming Card Funding transaction, but this amount may be reduced by Winden in its sole discretion based on factors including, but not limited to, the current balance in your Account, the number of previous Advance Payments you have repaid and the length of your customer relationship.

Once you set up Card Funding, the Advance Payments will be automatically deposited into your Account when we are notified there is a Card Funding transaction in progress, provided that your Account is in good standing and you are eligible to receive an Advance Payment. We will not offer you any additional Advance Payments if you have not fully repaid a prior Advanced Payment. You may turn off Advanced Payments at any time.

4. Your Eligibility for Advance Payments

Advance Payments are available to United States registered businesses in good standing which have a valid US Federal EIN and a state tax identification number.

You must also have an Account with us which is eligible for Card Funding. We determine the amount of any Advance Payments that you are eligible for based on, among other things, your anticipated Card Funding amount, information about your account(s) with us and other financial institutions, as well as your Account and payment history. We may change our eligibility criteria at any time with or without notice to you.

5. Advance Payment Repayment

Each Advance Payment is automatically repaid in one installment by deduction from the associated Card Funding you receive. If the associated Card Funding received is not sufficient to repay the Advance Payment, we reserve the right to deduct the remaining Advance Payment amount from your Account or from subsequent Card Funding payments you receive into your Account. Before you are able to use the Advance Payments, you will be asked to agree that each Advance Payment will be repaid as soon as the associated Card Funding payment is deposited into your Account and to authorize us to process an electronic debit from your Account on that date.

If any payment you have authorized is returned by us or we are otherwise unable to process a payment, we will attempt to debit your Account up to three additional times. We are not responsible for any overdraft fees, over-the-limit fees, insufficient fund charges, or any other bank fees that result from your failure to maintain a sufficient balance in your Account. We make no warranties that an overdraft will not occur.

Notwithstanding the above, we warrant that we have no legal or contractual claim or remedy against you based on a failure to repay an Advance Payment. We further warrant that, with respect to any Advance Payment we provide to you,
(i) we will not engage in any debt collection activities if you do not repay the Advance Payment;
(ii) we will not place the amount of the Advance Payment as a debt with, or sell it to, a third party; and
(iii) we will not report the Advance Payment to any consumer reporting agency. However, we will not provide you any further Advance Payment while any repayment remains overdue on any previous Advance Payment. 

6. How to Contact Us

You may contact us with any questions or concerns regarding Card Funding. The best way to contact Winden is through email at support@winden.co. You may also contact us through our website at https://www.winden.co.

7. Other Terms and Conditions

7.1. Our Business Days

Our business days are Monday through Friday, excluding federal holidays.

7.2. Third-Party Service Providers

We work with one or more third-party service providers, including Unit Finance Inc. (“Unit”) and Checkout, in connection with Card Funding and Advance Payments. Unit and Checkout may assist us in processing transactions, handling account operations, and providing technological connections between Winden and the bank where your account is held and your card account. By using Card Funding and Advance Payments, you license and authorize us to access information maintained by Unit and Checkout and/or other third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. In particular, you agree that Unit and Checkout may perform any functions related to Card Funding and Advance Payments that we are otherwise authorized to perform and that Unit’s and Checkout’s access and use of your information will be governed by the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy and Checkout’s Privacy Policy, available at https://www.checkout.com/legal/privacy-policy respectively.

7.3. Your Privacy

Your privacy is very important to us, and we maintain a Privacy Policy that governs how we handle your data. Our Privacy Policy is available at Privacy Policy By using Card Funding, you agree to our use of your data according to our Privacy Policy. 

7.4. Cell Phone Communications

By providing us with your cellular phone or other wireless device number, you are expressly consenting to receiving  communications at that number—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an auto-dialer—from us and our affiliates and agents. This consent applies to all telephone numbers you provide to us now or in the future. Your telephone or mobile service provider may charge you for these calls or messages. You also agree that we may record or monitor any communications for quality control and training purposes.

1.1. No Assignments

Your access to Card Funding and Advance Payments and your obligations under this Agreement are not transferable and not assignable as collateral for a loan or for any other purpose. We may transfer our rights under this Agreement.

1.2. Limitation of Liability and Disclaimer of Warranty

EXCEPT AS REQUIRED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL.

EXCEPT AS REQUIRED BY LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE OR UNIT OR CHECKOUT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.

IN ADDITION, EXCEPT AS REQUIRED BY LAW, WINDEN IS NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.

ALL CARD FUNDING AND ADVANCE PAYMENTS FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE CARD FUNDING OR ADVANCE PAYMENT FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

1.3. Indemnification

You agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
Equally, you agree to indemnify and hold Unit and Checkout and their respective officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.

1.4. Changes in Terms and Additional Services

We may change this Agreement, or any fees and features of Card Funding or Advance Payments, at any time by posting an amended Agreement on Winden Inc’s website, www.winden.co and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.

1.5. No Waiver of Rights

We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.

1.6. Conflicts and Section Headings

If there is a conflict between this Agreement and any other document or statement made to you concerning Card Funding or Advance Payments, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than Card Funding or Advance Payments, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.

1.7. Severability

In the event that any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and we agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.

1.8. Governing Law, Forum and Time Limits

All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the State of California, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Los Angeles County, CA and that you will be subject to such court’s jurisdiction.

Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or California law, or another agreement you have with us, provides for a shorter time. If federal or California law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.

2.0. Arbitration and Waivers

BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.

2.1. Election to Arbitrate

You and Winden agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 8 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Winden on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, crossclaims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

2.2. Applicability of the Federal Arbitration Act; Arbitrator’s Powers

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

2.3. Informal Dispute Resolution

If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at support@winden.co and provide us with the opportunity to resolve your concern prior to initiating arbitration.

2.4. Arbitration Procedures

The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in Los Angeles County, CA or any other location we agree to.

2.5. Arbitration Fees

Filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. The administrator's hearing fees will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

2.6. Appeals

Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.

2.7. No Class Actions
‍
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 8.7, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 8.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.

2.8. Survival and Severability of Arbitration Provision

This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 8.7 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 8.7 are finally adjudicated pursuant to the last sentence of Section 8.7 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

2.9. Judicial Forum for Claims

Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Winden agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of California. Both you and Winden consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

2.10. WAIVER OF RIGHT TO LITIGATE

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.