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Terms of service

efective date:
September 1, 2020

The following terms of use (“Terms of Use”) govern all use of (1) the www.wingspan.app, www.support.wingspan.app, and similar subdomain websites as applicable (the “Site”), which is owned and operated by Wingspan Networks, Inc. (“Wingspan”, “Our”, “We”, “Us”); (2) our mobile applications to which these Terms of Use apply (the “Application”) and/or (3) any of the services (“Services”) offered by Wingspan made available through the Site or the Application. Please review Site Terms of Use as they govern your use of the Site, Application, and the Services. BY ACCESSING, BROWSING, OR USING THIS SITE, APPLICATION, OR SERVICES, or by clicking to agree to these Terms of use when that option is made available to you, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY POLICY, INCLUDING, WITHOUT LIMITATION, BINDING ARBITRATION. IF YOU DO NOT AGREE TO THESE TERMS OF USE AND OUR PRIVACY POLICY THEN PLEASE DO NOT USE OR ACCESS THE SITE, APPLICATION, OR THE SERVICES.

WE MAY OBTAIN CERTAIN DATA THAT INCLUDES, BUT IS NOT LIMITED TO PLAN BENEFITS, RATES, AND FEATURES LIKE NETWORK AND FORMULARIES FROM A VARIETY OF THIRD PARTY SOURCES OVER WHICH WE HAVE LIMITED CONTROL. WHILE WE TAKE ALL REASONABLE MEASURES TO ENSURE THE ACCURACY OF THESE SOURCES AT ALL TIMES, WINGSPAN CANNOT GUARANTEE THAT OUR INFORMATION ABOUT PLAN RATES AND/OR AVAILABILITY, PROVIDER NETWORKS, FORMULARY DESIGNS, OR OTHER COSTS, FEES, OR TAXES ARE 100% ACCURATE. BY USING OUR SITE YOU ASSUME THE RISK THAT ERRORS MAY OCCUR AND WE ARE NOT LIABLE TO YOU FOR SUCH ERRORS.

Wingspan reserves the right, in its sole discretion, to revise these Terms of Use at any time upon posting the amended terms on the Site without providing notice to you. The amended terms shall automatically be effective upon posting. You should visit this page from time-to-time to review the then-current terms, because they are binding to you. Your continued use of the Site, Application, and Services following Wingspan’s posting of any changes will constitute your acceptance of such changes.

Wingspan controls and operates this Site from its offices within the United States. Claims relating to, including the use of, this Site, Application, and Services and the Content contained therein are governed by the laws of the United States and the State of New York, without regard for its conflicts of law provisions. Wingspan and you agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of this Site shall be filed only in the state or federal courts located in New York, United States of America, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action that is not subject to binding arbitration as set forth herein. You expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and you hereby waive any objection that you may have based upon lack of personal jurisdiction, improper venue or forum non convenience. If you do not agree, please do not use this Site, Application, or Services. If you choose to access this Site, Application, or Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.

As used in these Terms, “Wingspan Membership” means the membership you have with us for the Services. We may further refer to you as a Member herein.

WINGSPAN SERVICES

The purpose of the Services is to assist your enrollment and participation in certain benefits and savings with limited effort.

Wingspan is neither providing financial advice, broker services, legal advice, nor acting as a debt collection agency by providing you with the Services.  At no time do we draw financial, legal, or collections-based conclusions; provide financial advice, legal advice, or advice regarding collecting debts you are owed; opinions or recommendations about your financial, legal, or creditor rights, remedies, defenses, options, selection of forms, or strategies; and at no time do we apply the law to the facts of your particular situation. Wingspan is not a financial institution or financial services organization, law firm, or debt collection agency and may not perform services performed by a financial advisor, attorney, or debt collector. Wingspan and its Services are not a substitute for the advice or services of a financial advisor, attorney, or collection agency. Because the law and regulations change rapidly, Wingspan cannot guarantee that all of the information on the Site or Application is completely current. Laws and regulations are different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. Financial advice, the law as it applied to you, and debt collection, are personal matters, and no general information or financial, legal, or other tool like the kind Wingspan provides can fit every circumstance. Furthermore, the financial, legal, and creditor information contained on the Site and Application is not financial, legal, or debt collection advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need financial, legal, or debt collection advice for your specific problem, or if your specific problem is too complex to be addressed by our tools, you should consult a licensed financial advisor, attorney, or debt collection agency in your area. The Site and Application are not intended to create any advisor or attorney-client relationship, and your use of Wingspan does not and will not create an advisor or attorney-client relationship between you and Wingspan.

Your access to or use of the Services constitutes your acceptance of all the provisions of these Terms of Use. These Terms of Use apply to any user of the Site, Application, and Services, regardless of whether or not the user submits content for public display on the same. If you wish to use Wingspan’s Services, you may need to provide Wingspan with certain information, including information about your identity, finances, and business performance. We may, either incidentally during the course of business or with your permission, also access your name, email address, mobile device number, online credentials for your designated depository financial institution “Bbank account, Stripe account information or other bank account data or banking information, obtain a credit report, collect other third party data about you, and collect other information as we may request from time to time, (collectively, the “Personal Information”). Please see our Privacy Policy here for further details.

These Terms of Use include, among other things, your authorization for binding arbitration.

WINGSPAN INCOME, BENEFITS, TAXES, AND OTHER SERVICES

Certain benefit services that we provide are available subject to your agreement with certain additional terms, rules, policies, and conditions that are posted on the Site or Application, (the “Additional Terms”), which are hereby incorporated by reference into these Terms of Use. and consent to certain additional privacy disclosures (the “Benefit Services”). Your use of such Benefit Services indicates your assent to such terms, in addition to these Terms of Use. If you choose to add certain Benefit Services to your membership, you acknowledge that you will have to input more detailed personally-identifiable information and payment information. This may include your social security number, and/or credit card or bank account information. Your social security number (“SSN”) may be necessary to validate the amount and application of any healthcare subsidy to your purchase. In the event of a conflict between any Additional Terms and these Terms of Use, these Terms of Use will control.

Any communications through the Site or Application require that we intercept, read, process, and transmit messages between you and any third party service providers that we may work with. If you send or receive messages through our Site or Application at any time, you consent to our processing those messages in a way we think might be useful for our users or our business.  

You represent and warrant to us that you have any and all rights necessary to allow us or our third-party providers to charge the credit card or bank account and to other financial information you input on the Site and/or Application as discussed in these Terms of Use. You further represent and warrant that the payment and SSN information you provide us is accurate and complete. You also represent that you have any rights necessary to pay with the credit card or bank account you use or save, and you consent to our using your financial information to process transactions on your behalf. When we process transactions, we, or our third-party providers, may charge your credit card or bank account directly, on a monthly basis, or may arrange for you to pay an applicable policy carrier directly. You agree Wingspan is authorized to set up auto-payment on your plan with the payment information you provide to help make sure your applicable policy stays effective. Either way, if you elect to add Benefit Services to your membership, you agree that you can and will pay for it promptly. If you do not pay your premiums, you acknowledge and agree that your policy carrier may cancel your plan and Wingspan won’t have any liability to you, even if you incur substantial medical costs while uninsured.

We’re focused on delivering high quality Benefit Services to you, so we may use trusted third-party providers to process payments on our behalf. By agreeing to these Terms of Use, you consent to a third party processing payments as described herein and in our Privacy Policy.

After terminating your membership with Wingspan, and if your membership includes certain applicable Benefit Services, Wingspan is still responsible for maintaining your health information in accordance with HIPAA practices, and is responsible for transferring your information at your request to other providers.

BENEFIT SERVICES – Payment Processing Services

In connection with your Wingspan Membership, you may choose to enroll in our invoicing Benefit Service (“Payment Processing Services”). Pursuant to the Payment Processing Services, Wingspan will give your clients an efficient and simple way to pay for your services by sending a custom created digital invoice to the client’s e-mail address that you provide. You may customize your invoice, choose to send recurring invoices, monitor when the invoice has been viewed and paid, and send estimates that can easily be converted to an invoice, directly from your Wingspan Membership.  

Payment Processing Services for Members on the Wingspan Site are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Use or continuing to operate as a member on the Wingspan Site, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Wingspan enabling payment processing services through Stripe, you agree to provide Wingspan accurate and complete information about you and your business, and you authorize Wingspan to share it and transaction information related to your use of the payment processing services provided by Stripe.

When you enroll in the Payment Processing Services, Wingspan will create a Connect Custom Account on your behalf with Stripe. In creating your Connect Custom Account, Wingspan will need to collect certain Personal Information from you. Please see our Privacy Policy and the Stripe Privacy Policy for further details. As a condition of Wingspan enabling payment processing services through Stripe, you agree to provide Wingspan accurate and complete information about you and your business, and you authorize Wingspan to share it and transaction information related to your use of the payment processing services provided by Stripe.

After your Connect Custom Account has been created, you may create and send a custom digital invoice to your clients directly from your Wingspan Membership account. Notwithstanding the foregoing, you may not use the Payment Processing Services in connection with the following categories of businesses and business practices ("Restricted Businesses"):

  • Investment & credit services;
  • Money and legal services;
  • Virtual currency or stored value;
  • Intellectual property or proprietary rights infringement;
  • Counterfeit or unauthorized goods;
  • Gambling;
  • Regulated or illegal products or services;
  • Adult content and services;
  • Get rich quick schemes;
  • Mug shot publication or pay-to-remove sites;
  • No-value-added services;
  • Aggregation;
  • High risk businesses;
  • Multi-level marketing;
  • Pseudo pharmaceuticals;
  • Social media activity;
  • Substances designed to mimic illegal drugs;
  • Video game or virtual world credits;
  • Use of the Payment Processing Services in a manner inconsistent with its intended use or as expressly prohibited in the Stripe Services Agreement

To learn more about Restricted Businesses, see Stripe’s Restricted Businesses List.

Wingspan Members are eligible to receive a defined reward amount, such amount to be identified either upon sign up of the Wingspan membership or in a direct communication with Wingspan (the “Reward”). By participating in the Reward program you agree to be bound by these Terms of Use. The Reward will be deposited into a member’s Stripe account solely to be used to offset the charges related to the transaction fees charged by Stripe – the Stripe terms identified above apply to these deposits. The Reward will be deposited at the discretion of and at the timing of Wingspan. A member is only eligible for a single Reward. Communications about this program, including Reward fulfillment, will primarily be communicated by e-mail. Members who opt out of receiving promotional/marketing emails from the program will continue to receive emails regarding their account and Reward status. These emails are part of being enrolled in the program. Rewards cannot be combined with any other offers.

Periodically, members can potentially earn additional Rewards through promotions where the member will be invited to complete certain tasks. Members are subject to the terms and conditions of engagement Rewards promotions.

We may terminate your Reward account and/or not issue/cancel Rewards if you violate these Terms of Use. We reserve the right, in our sole discretion to modify, limit or terminate this program and/or Reward, or any portion thereof, at any time, with or without prior written notice. We reserve the right to cancel or limit any offer redemption made 1) contrary to the terms of each offer or promotion; 2) that otherwise is not in compliance with the Terms of this program or our Terms of Use; 3) that violates any applicable state and federal law; or 4) that we believe is fraudulent or made through improper channels. Members are responsible for taxes, charges or other liabilities related to or resulting from their participation in the Reward program. You may cancel your participation in this program at any time by submitting a request to support@wingspan.app or calling_______________. We assume no responsibility for errors caused by incorrect Member or Reward information, including, without limitation, errors related to your Stripe account. While we make every effort to provide accurate information, inaccuracies or errors may occur. We are not responsible for such errors. We reserve the right to make changes, corrections, and/or improvements to the Reward program, at any time without notice. The interpretation and application of the Terms of User are in the sole discretion and determination of Wingspan, which in each case shall be final and conclusive.

Wingspan uses Track Technologies, Inc. (“Track”) to provide tax or financial related services and are for informational purposes only and provided to you AS IS and without warranty or guarantee. Consult a tax or legal professional or provider before filing your annual tax returns. By using our service, you grant Wingspan and Track the right, power, and authority to access and transmit your personal and financial information that you provide to Wingspan. You agree to your personal and financial information being transferred, stored, and processed by Track in accordance with the Track Privacy Policy.

BINDING ARBITRATION

You and Wingspan agree that any controversy or claim arising out of or relating to the Site, use of the Site, these Terms of Use and/or the Privacy Policy shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for you in your hometown area), or at such other location as may be mutually agreed upon by both Wingspan and you, in accordance with the applicable procedural rules set forth in the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with the terms of this Agreement 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 arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If you initiate arbitration against Wingspan, you will not be responsible for professional fees for the arbitrator’s services or any JAMS fees other than the minimum fees required under the JAMS minimum standards for arbitration procedures. If Wingspan initiates arbitration against you, Wingspan will pay for the arbitrator’s services and any other JAMS fees associated with the arbitration. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither you nor Wingspan shall be entitled to arbitrate their dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THIS SITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

USE OF AND REQUIREMENTS TO USE THE SITE, APPLICATION, AND SERVICES

The information you provide us is subject to our Privacy Policy. In using the Site, Application, and Services, you:

  1. Accept and agree to these Terms of Use and our Privacy Policy;
  2. Shall register a membership with us on the Site or the Application;
  3. Confirm that you are a U.S. citizen of at least 18 years of age and are legally able to enter into a contract;
  4. Have a bank account with a U.S. financial institution;
  5. Provide all information requested by us, including Personal Information; and
  6. Shall pay the Membership Fee as specified herein.

For our compliance purposes, and in order to provide the Services to you, you hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and bank account information. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as:

  • A copy of your government-issued photo ID, such as a passport or driver’s license;
  • A copy of a utility bill, bank statement, affidavit, or other bill, dated within three (3) months of our request, with your name and U.S. street address on it; and
  • Such other information and documentation that we may require from time to time.

By using the Site, Application, and/or Services and providing Personal Information to us, you automatically authorize us to obtain, directly or indirectly through our third-party service providers and without any time limit or the requirement to pay any fees, information about you and your bank account from the financial institution holding your bank account and other third-party websites and databases as necessary to provide the Services to you. For the purposes of such authorization, you hereby grant Wingspan and our third-party service providers a limited power of attorney and you hereby appoint Wingspan and our third-party service providers as your true and lawful representative and agent, with full power of substitution and re-substitution, for you and in your name, place, and stead, in any and all capacities to access third-party websites, servers, and documents; retrieve information; and use your Personal Information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.

YOU ACKNOWLEDGE AND AGREE THAT IF Wingspan OR OUR THIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCH THIRD-PARTY WEBSITES, Wingspan AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY.

You agree that other third-parties shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. We make no effort to review information obtained from the financial institution holding your bank account and other third-party websites and databases for accuracy, legality, or non-infringement.

You will be responsible for paying, withholding, filing, and reporting all applicable taxes, duties, and other governmental assessments associated with your activity in connection with the Services.

You are not permitted to enter any information about a minor anywhere on the Site or Application unless you are that minor’s legal guardian and consent to the practices described in these Terms of Use on behalf of that minor. We may ask you to verify that consent, and you are required to do so promptly.

SITE CONTENT, OWNERSHIP, AND USE RESTRICTIONS

The information contained on this Site including all images, illustrations, designs, photographs, video clips, writings and other information or items that appear on the Site”) are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed (all of which, collectively, are herein referred to as the “Content”) by Wingspan or are the property of their respective owners. We may, but are not obligated to, monitor your use of the Services and Content.

The term WINGSPAN and the W logo are trademarks of Wingspan Networks, Inc. Neither the Site, Application, Services, nor the Content therein may be copied, reproduced, downloaded, displayed, performed, modified, republished, uploaded, transmitted, mirrored in any manner, or distributed except as explicitly stated herein. Modification or use of the Content for any other purpose is a violation of the respective owner’s copyright and other proprietary rights, and is strictly prohibited.

Permission is granted to display, copy, distribute, download, and print in hard copy portions of this Site for the purposes of using this Site as a personal, non-commercial resource, provided you do not modify the Site and that you retain, without modification, all copyright and other proprietary notices contained in the Content. Please note that the permission granted herein terminates automatically if you breach any of these Terms of Use.  

We do not grant you any licenses, express or implied, to our intellectual property or the intellectual property of our licensors, except as expressly stated in these Terms of Use. We and our third-party licensors retain all right, title, and interest in and to the Site, Application, Services, Content, and any associated patents, trademarks, copyrights, trade secrets, and other intellectual property rights.

The Site may also contain links to third-party websites that are not owned or controlled by Wingspan. We provide such links for your reference only and such provision does not imply our endorsement of such third-party websites or services or any association with their owners or operators. Wingspan makes no representations or warranties regarding any website, information, or content that may be accessible through this Site, Application, and/or Service that is not maintained, controlled or created by Wingspan. Further, if you choose to leave this Site via links to other non-Wingspan sites, Wingspan assumes no responsibility for the content, privacy policies, cookies, or practices of any third-party websites.

Wingspan will not censor or edit the content of any third-party websites. Additionally, because Wingspan does not control non-Wingspan sites or the products advertised therein, you acknowledge and agree that Wingspan is not responsible for the availability of such non-Wingspan sites, products, or services, and is neither responsible nor liable for any content, advertising, products, services or other materials on or available from such sites. In no event shall any reference to any non-Wingspan site, product or service be construed as an approval or endorsement by Wingspan of such site, product or service. Please see our Privacy Policy for further details. By using the Site, you expressly relieve Wingspan from any and all liability arising from your use of any third-party website.

You are authorized to use the Site, Application, Services, and the Content therein, solely for your own personal and non-commercial use, and all other uses are prohibited. You agree neither to use the Site, Application, and/or Services to act on behalf or for the benefit of a third-party, nor to allow a third-party to have access to your username or password in order to use the Site or Services.

You are solely responsible for any and all activity that occurs on your membership and mobile device, and you must keep your password and mobile device secure. Except as otherwise required by applicable law, you are responsible for all transactions and other activities authorized or performed using your username and password or mobile device, whether authorized or unauthorized by you. Except as otherwise expressly stated in these Terms of Use or required by applicable law, we are not responsible for any losses arising out of the loss or theft of your Personal Information on your mobile device or from unauthorized or fraudulent transactions associated with your bank account or your Wingspan Membership. If you suspect or become aware of any unauthorized activity or access to your username, password, or mobile device, or if your mobile device is stolen or lost, you must contact us immediately at support@wingspan.app. .

Furthermore, you agree that:

  1. your use of the Site, Application, and the Services shall comply with all applicable laws;
  2. you shall not modify, translate, disassemble, reverse engineer any portion of the Site or Services, or otherwise seek to obtain the source code of the Services or Content;
  3. you shall not launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Site in a manner that sends more request messages to the Wingspan servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Wingspan grants the operators of public search engines permission to use spiders to copy Content from the Site for the sole purpose of creating publicly available searchable indices of the Content, but not caches or archives of such Content and provided that such spiders do not affect operation of the Site. Wingspan reserves the right to revoke these exceptions either generally or in specific cases;
  4. you shall not collect or harvest any Personal Information, including e-mail addresses, from the Site or Application, nor to use the communication systems provided by the Site or Application for any commercial solicitation purposes;
  5. you shall not solicit, for commercial purposes, any users of the Site or Application with respect to their Transmissions (as defined below);
  6. you shall not create or transmit unwanted electronic communications such as “spam” to other users or members of the Site or otherwise interfere with other user’s or member’s enjoyment of the Site and/or Services;
  7. you shall not transmit any viruses, worms, defects, trojan horses or other items of a destructive nature;
  8. you shall not use the Site, Application, or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene; and
  9. you shall not use any device, software or routine that interferes with the proper working of the Site, Application, and/or Services.

CONSENT TO USE ELECTRONIC SIGNATURES AND COMMUNICATIONS

To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all Services provided to you under these Terms of Use and in connection with your relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide you in paper for (e.g., by mail). By accepting and agreeing to these Terms of Use electronically, you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; (2) you satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified below.

Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at support@wingspan.app. If you withdraw your consent to receive Communications electronically, we will close your Wingspan Membership, and you will no longer be able to use your Wingspan Membership or the Services, except as expressly provided in these Terms of Use. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that withdrawal of your consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile device number or other text message address by updating your profile on the Site or Application. You should print and save and/or electronically store a copy of all Communications that we send to you electronically.

We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these Terms of Use on the Site, without obligation to deliver notice to you of such termination or change.

WINGSPAN MEMBERSHIP

Your Wingspan membership shall continue and automatically renew until terminated by you. Your membership must be cancelled before it renews to avoid paying the Membership Fee for the next billing cycle to your bank account (see "TERMINATION OF TERMS OF USE AND DISCONTINUATION OF SERVICES" and AUTHORIZATION FOR ACH DEBITS AND CREDITS” sections below).Your Wingspan membership may start with a free trial. The duration of your membership free trial period will be specified when you sign-up for the Services. Eligibility for a free trial is determined by Wingspan at its sole discretion and it may limit eligibility or duration to prevent abuse. Wingspan reserves the right to revoke your free trial and put your account on hold if it determines that you are ineligible. Wingspan may use information such as identification numbers associated with your Devices, Payment Method or an account e-mail address used with an existing or recent Wingspan membership to determine eligibility.

Wingspan will charge the Membership Fee for your next billing cycle (as selected by you at the time of payment) to your bank account at the end of the free trial period. Your membership will automatically renew unless you cancel your membership prior to the end of the free trial period. The Membership Fee is non-refundable.

Authorization For ACH Debits And Credits

We may charge a  fee (the “Membership Fee”) for our Services. The current amount of the Membership Fee is disclosed on the Site and the Application. When you register for your Wingspan membership or pay your Membership Fee, our third-party provider may collect financial information, such as your bank account or credit card number (together, “Payment Method”), credit card type and expiration date, and other such information (collectively, with Payment Method, “Financial Information”) for purposes of charging this Membership Fee. Financial Information is collected and stored by our third-party provider. Currently, our third-party provider for Membership Fee payments is Stripe (https://stripe.com). If you agree to create and use a Wingspan membership in connection with these Services, you agree to the Stripe terms of service (located at https://stripe.com/payment-terms/legal) and privacy policy (located at https://stripe.com/us/privacy).

Our third-party providers, may debit the Membership Fee on a monthly basis from your selected Payment Method. If you choose your bank account as your Payment Method, our third-party providers will debit the Membership Fee pursuant to your ACH authorization provided below. The Membership Fee is non-refundable, except as otherwise required by applicable law. We may change the amount, frequency, and debit date of the Membership Fee from time to time in our sole discretion. We will notify you in advance of any change to the Membership Fee by sending you an e-mail, by posting a notice on the Site and the Application, and/or by any other method permitted by applicable law. By accessing or using the Services after any change to the Membership Fee takes effect, you agree to pay the Membership Fee, as modified.

By agreeing to these Terms of Use, and by selecting your bank account as your Payment Method, you authorize Wingspan’s third-party providers to electronically debit your designated Payment Method (and if a bank account is chosen, via the automated clearing house network “ACH”) and, if ever applicable, to electronically credit your Payment Method to correct erroneous debits, as follows:

  • Amount of Debits: Membership Fee as further described herein;
  • Frequency of Debits: one-time charge, monthly, or annually, as selected by you at the time of payment.

You acknowledge that the electronic authorization contained in these Terms of Use represents your written authorization for electronically debiting of your Payment Method (and if a bank account is chosen, your written authorization for ACH transactions) as provided herein and will remain in full force and effect until you notify Wingspan that you wish to revoke this authorization by emailing support@wingspan.app. You must notify Wingspan at least three (3) Business Days before the scheduled debit date of any debit or ACH transaction from your Payment Method in order to cancel this authorization. For purposes of these Terms, “Business Day” means Monday through Friday, excluding federal banking holidays. If we do not receive notice at least three (3) Business Days before the scheduled debit date, we may attempt, in our sole discretion, to cancel the debit transaction. However, we assume no responsibility for our failure to do so. If you withdraw your electronic authorization contained in this Section, we will close your Wingspan Membership as set forth in these Terms of Use, and you will no longer be able to use your Wingspan Membership or the Services, except as expressly provided in these Terms of Use. Please note that withdrawal of your electronic authorization contained in these Terms of Use will not apply to debits or ACH transactions to your Payment Method performed before the withdrawal of your authorization becomes effective.

In addition to any of your other representations and warranties in these Terms of Use, you represent that: (1) your browser is equipped with at least 128-bit security encryption; (2) you are capable of printing, storing, or otherwise saving a copy of this electronic authorization for your records; and (3) the ACH transactions you hereby authorize comply with applicable law.

DISCLAIMER OF WARRANTY

WINGSPAN IS PROVIDING THIS SITE, APPLICATION,  SERVICES, AND CONTENT ON AN “AS IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND/OR NON-INFRINGEMENT. ALTHOUGH WINGSPAN BELIEVES THE SITE, APPLICATION, SERVICES, AND CONTENT TO BE ACCURATE, COMPLETE, AND CURRENT, WINGSPAN DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THE SITE OR APPLICATION IS ACCURATE, COMPLETE, OR CURRENT. WINGSPAN DOES NOT WARRANT THAT THE SERVICES, DESCRIPTIONS, INFORMATION OR CONTENT INCLUDED ON THE SITE OR APPLICATION, AS REPRESENTED BY THIRD-PARTY PROVIDERS, WILL BE FREE OF DEFECTS OR LAWFUL TO SELL, OR WILL BE SATISFACTORY TO YOU, OR THAT THIRD-PARTY PROVIDERS WILL PERFORM AS PROMISED.

WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (1) THE SITE, APPLICATION,   SERVICES, AND CONTENT WILL MEET YOUR REQUIREMENTS, (2) THE SITE, APPLICATION,  SERVICES, AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, APPLICATION,   SERVICES, AND CONTENT WILL BE ACCURATE OR RELIABLE, OR (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

The Content and Services described on the Site or Application may be out of date and Wingspan makes no commitment to update the information regarding Content and the Services on the Site. However, in an effort to provide its customers with the most current information, Wingspan will, from time to time, make changes in the Content and in the Services described on this Site.

Any Content or other material downloaded or otherwise obtained through the Services is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

DISCLAIMER OF LIABILITY

IN NO EVENT SHALL WINGSPAN OR ITS THIRD-PARTY SERVICES PROVIDERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER THIRD-PARTY FOR (1) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (2) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF $100 OR THE AMOUNT TRANSFERRED FROM YOUR BANK ACCOUNT TO YOUR WINGSPAN MEMBERSHIP VIA THE SERVICES; (3) ANY EVENT BEYOND OUR REASONABLE CONTROL; OR (4) SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE APPLICATION, OR THE USE OF THE SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, WHETHER OR NOT WINGSPAN IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, “DAMAGES”).

THIS DISCLAIMER OF LIABILITY FOR DAMAGES INCLUDES, BUT IS NOT LIMITED TO DAMAGES FOR (1) LOSS OF USE, GOODWILL, DATA, OPPORTUNITY, OR PROFITS,  OR COST OF PROCURING SUBSTITUTE SERVICES; (2) the transmission of any viruses, data or harmful code that may affect your equipment or anyone else’s equipment; (3) any incompatibility between the Website’s files and your browser or other website accessing program, (4) any failure of any electronic or telephone equipment, communication or connection lines, unauthorized access, theft, operator errors, or any force majeure, ALL ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING, OR DISPLAY OF THE CONTENT OF THIS SITE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF WINGSPAN’S NEGLIGENT, FRAUDULENT, OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.

The Content and information displayed on the Site, Application, and the Services is fact-checked to the best of Wingspan’s abilities but may contain inaccuracies or errors of typing, spelling, intent, or presumption. Wingspan specifically disclaims any liability for such inaccuracies or errors. It is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of any information available on the Site.

Wingspan does not guarantee continuous, uninterrupted, or secure access to the Site or a linked website.

You agree to defend, indemnify and hold Wingspan (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), harmless from all claims, demands, losses, fines, penalties, and damages (actual and consequential) of every kind and nature, known and unknown, including reasonable attorneys’ fees, costs, expenses or damages relating to defending such claims, arising out of or related to: (1) a breach of these Terms of Use; (2) breach of your representations and warranties set forth herein; (3) any wrongdoing, fraud, willful misconduct or negligence on your part with respect to your use of the Site, Application, or Services, or (4) your violation of any law or the rights of a third-party. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

USER TRANSMISSIONS

You agree that as between Wingspan and our third-party service providers, any Content, Personal Information or other information that you transmit to this Site, the Application, or otherwise provided to or obtained by Wingspan (“Transmissions”) shall be and remain Wingspan’s property. By submitting any Transmissions to Wingspan, you represent and warrant that:

  1. the Transmissions are true, accurate, current, and complete;
  2. you are not and shall not misrepresent your identity or your Personal Information;
  3. you shall promptly notify us of changes to your Personal Information by updating your Wingspan Membership on the Site or Application; provided however, that you must notify us at least three (3) Business Days before any changes to your bank account information, including, but not limited to, the closure of your bank account for any reason by emailing support@wingspan.app or by updating your Wingspan Membership via the Website or the Application.
  4. you are the sole author and owner of the Transmissions and any intellectual property rights thereto;
  5. all “moral rights” that you may have in such Transmission have been voluntarily waived by you;
  6. you are at least 18 years old and are legally able to enter into a contract; and
  7. use of the Transmissions you supply does not violate these Terms of Use and will not cause injury to any person or entity.

You further agree and warrant that you shall not submit any Transmissions:

  1. that are known by you to be false, inaccurate or misleading;
  2. that infringes any third party’s intellectual property rights or rights of publicity or privacy;
  3. that violates any law, statute, ordinance or regulation;
  4. that are, or may reasonably be considered to be, defamatory, obscene, libelous, hateful, racially, ethnically or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
  5. for which you were compensated or granted any consideration by any third party;
  6. that include any information that references other websites, addresses, email addresses, contact information or phone numbers that are unrelated to you or the company or individual you have been authorized by; or
  7. that contains any computer viruses, worms or other potentially damaging computer programs or files.

For any Transmissions that are not owned by Wingspan, you grant Wingspan a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, display, perform, delete in its entirety, adapt, publish, translate, create derivative works from, sell and/or distribute such Transmission, and/or incorporate such Transmission into any form, medium or technology throughout the world without compensation to you.

Wingspan reserves the right to change, condense or delete any Transmissions that Wingspan deems, in its sole discretion, to violate the Privacy Policy or any provision of these Terms of Use. Wingspan does not guarantee that you will have any recourse through Wingspan to edit or delete any Transmissions you have submitted. Wingspan reserves the right to remove or to refuse to post any Transmissions for any reason. You acknowledge that you, not Wingspan, are solely responsible for the contents of your Transmissions and the consequences of posting or publishing them. Wingspan has taken reasonable steps to ensure the confidentiality of information collected in the Services and any Transmissions. However, unexpected changes in technology may be used by unauthorized third-parties to intercept confidential information and Wingspan cannot be responsible should confidential information be intercepted and subsequently used by an unintended recipient.

Please read our Privacy Policy for further information on confidentiality of information.

By submitting your email address or user name to Wingspan or its third-party service providers in connection with your Transmissions, you agree that Wingspan and its third party service providers may use your email address to contact you about the status of your Transmissions and other administrative purposes.

NOTICE AND TAKE DOWN PROCEDURES

Wingspan does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and Wingspan will remove any material or Transmissions if properly notified that such material or Transmissions infringe on another’s intellectual property rights. If you believe any Content on the Site infringe your copyright or trademark rights, you may request such Content be removed by following the notice and take down procedures of the Digital Millennium Copyright Act. To follow those procedures, contact Wingspan’s designated agent (address below) and provide the following information:

  1. A clear statement identifying the works, or other Content believed to be infringed.
  2. A statement from the intellectual property owner (“Owner”) or authorized representative that the Content are believed to be infringing and not authorized by the Owner.
  3. Sufficient information about the location of the allegedly infringing Content so that Wingspan can find and verify its existence.
  4. Your name, telephone number and e-mail address.
  5. A statement from you under penalty of perjury that the information supplied is accurate, and that you are authorized to act on the Owner's behalf.
  6. A signature or the electronic equivalent from the Owner or authorized representative.

Wingspan’s agent for notice of copyright or trademark issues on the Site can be reached as follows:

___________________

_______________________

Attn: _________________

Wingspan shall be free to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, or marketing products incorporating such information. You further agree that Wingspan may use information about your demographics and use of this Site in any manner that does not reveal your identity.

SECURITY

In using this Site you agree to the following:

  1. you will not use any device, software, or other instrumentality to disrupt, damage or interfere with or attempt to disrupt, damage or interfere with the proper functioning of this Site;
  2. you will not to violate or attempt to violate the security of this Site, including, without limitation, (i) logging onto a membership account that you are not authorized to access; (ii) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (iii) attempt to transmit any “virus”, “Trojan horse” or other software destruction or disruption device; and
  3. you will not intentionally or unintentionally violate any applicable international, federal, state or local law, including but not limited to any regulations applicable to your use of this Site.

We maintain physical, electronic, and procedural safeguards and personnel policies, consistent with generally accepted industry standards that are designed to guard the Site, our systems Transmissions provided by our Users. We will maintain any personally identifiable information that we collect and/or receive in accordance with our Privacy Policy.

NOTICE FOR CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to support@wingspan.app. You may also contact us by writing to Wingspan Networks, Inc., Attn: Anthony Mironov, CEO, 335 Madison Ave, 16th Floor, New York, NY, 10017, USA or by calling [insert]. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Termination OF TERMS OF USE AND DISCONTINUATION OF SERVICES

This Terms of Use is effective until terminated by either party. You may stop using the Services, close your Wingspan Membership, and terminate the Terms of Use at any time by contacting us at support@wingspan.app and providing sufficient information for us to verify your identity. Notwithstanding the foregoing, if there are any pending transactions relating to your Wingspan Membership when we receive your termination notice, we will close your Wingspan Membership promptly after such transactions are completed. Your termination of these Terms of Use will not affect any of our rights or your obligations arising under these Terms of Use prior to termination.

Upon termination of these Terms of Use, you shall destroy all Content obtained from the Site and all related documentation thereof, whether made under the Terms of Use or otherwise. The Terms of Use will terminate immediately without notice from Wingspan if in Wingspan’s sole discretion you fail to comply with any provision of the Terms of Use. Upon termination, you must destroy all Content obtained from the Site, whether made under the provisions of the Terms of Use or otherwise.

Provisions of these Terms of Use that, by their nature, should survive termination of these Terms will survive termination of these Terms of Use.

Cross-Border Application

The Wingspan Site, Application, and Services are intended to be made available only to individuals in the United States, and the information on the Site or Application is only for such persons. Nothing on the Wingspan Website or Application shall be considered a solicitation to sell advisory services to any person in any jurisdiction where such offer or solicitation would be unlawful under the laws of such jurisdiction. You may not use the Services and may not accept these Terms of Use if (1) you are not of legal age (either under the laws of New York or the laws of the jurisdiction of which you are a resident or from which you use the Site or Application) to form a binding contract with us, or (2) you are a person barred from using the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

THIRD-PARTY BENEFICIARY

You agree that our third-party services providers are third-party beneficiaries of the applicable provisions of these Terms of Use, with all rights to enforce such provisions as if such service providers were a party to these Terms of Use.

PRIVACY POLICY

Wingspan respects your right to privacy. You can view our Privacy Policy here.

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