Terms of Service

These Terms of Service (the "Terms") are a legal agreement between Winslow AI, Inc., a Delaware corporation ("Winslow," "we," "us"), and the person or entity that accesses or uses our services ("Customer," "you"). They govern your access to and use of the Winslow platform at app.gowinslow.ai, our website at gowinslow.ai, our meeting notetaker, and the services we make available (together, the "Services").

PLEASE READ CAREFULLY. These Terms include an arbitration agreement and a class-action waiver (Section 22), which affect how disputes are resolved. They also require you to obtain consent from all meeting participants before recording (Section 7).

1. Acceptance of these Terms

By clicking to accept these Terms, creating an account, or using the Services, you agree to be bound by these Terms and by our Privacy Policy and Data Processing Addendum ("DPA"), each incorporated by reference.

If you accept these Terms on behalf of a company, firm, or other entity, you represent that you have authority to bind that entity, and "Customer" means that entity. You must be at least 18 years old and a financial or business professional to use the Services. If you do not agree, do not use the Services.

2. Definitions

• "Authorized User" means an individual you permit to use the Services under your account.
• "Customer Data" means all data and content you or your Authorized Users submit to, or that is collected through, the Services — including Meeting Content and Client Data.
• "Meeting Content" means the audio, video, transcripts, participant information, and metadata captured from meetings you choose to record.
• "Client Data" means personal information about your clients and prospects contained in Meeting Content.
• "Outputs" means the AI-generated analyses, scores, summaries, and other results the Services produce from Customer Data.
• "De-identified Data" means data derived from Customer Data that has been de-identified and/or aggregated so that it cannot reasonably be used to identify any individual, entity, or Customer.
• "Services" means the offerings we make available now or in the future, as described in Section 3.
• "Supplemental Terms" and "Order Form" mean additional documents describing a specific service, plan, or enterprise arrangement.

3. The Services

3.1 What Winslow does. Winslow is an AI sales-coaching platform for financial professionals. Our notetaker joins meetings you choose to record on supported platforms, captures the meeting, and produces coaching analyses and related Outputs.

3.2 License. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during your subscription term.

3.3 Additional services. We may offer additional services over time. Each will be governed by these Terms plus any Supplemental Terms or Order Form describing that service. By using a new service, you accept its Supplemental Terms. Where you and Winslow enter into a separately negotiated enterprise agreement or Order Form, that document controls to the extent it conflicts with these Terms.

3.4 Changes to the Services. We may modify, improve, or discontinue features. We will not make changes that materially degrade the core Services during a paid term without notice.

4. Accounts and security

You must provide accurate account information and keep it current. You are responsible for safeguarding your credentials, for enabling available security features (including multi-factor authentication), and for all activity under your account and your Authorized Users. Notify us promptly at support@gowinslow.ai of any unauthorized access.

5. Free trials and beta features

Where we make a free trial, evaluation, or beta feature available, it is provided "AS IS," without warranties of any kind, and may be modified, suspended, or discontinued at any time. Unless you cancel before the trial ends, your trial will automatically convert to a paid subscription and you will be charged the then-current fees. Beta features are not covered by any service commitments and may contain errors.

6. Subscriptions, credits, fees, and payment

6.1 Credits. The Services operate on a credit model. Your subscription includes [600] credits per calendar month. Each analysis consumes [1] credit. Additional credits may be purchased at [$X per credit], in increments of [minimum/maximum]. Unused credits [expire at the end of each billing period / roll over]. *(Bracketed values to be finalized.)*

6.2 Fees. Fees are as presented at purchase or in an Order Form. [Monthly subscription price: $X.] All fees are stated in U.S. dollars, are non-refundable except as expressly stated in these Terms, and are exclusive of taxes. You are responsible for applicable sales, use, VAT/GST, and similar taxes.

6.3 Payment. Payments are processed by our third-party payment processor (Stripe). You authorize us to charge your payment method for all fees, including on renewal. If a payment fails or is overdue, we may suspend the Services after providing notice, and late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6.4 Auto-renewal and cancellation.

• Self-serve subscriptions automatically renew each billing period until cancelled. You may cancel at any time; cancellation takes effect at the end of your current billing period (or the end of your free trial), and you retain access until then. We do not provide prorated refunds for partial periods.
• Enterprise/Order Form subscriptions renew as stated in the Order Form and require at least 30 days' written notice before the end of the then-current term to prevent renewal.

6.5 Fee changes. We may change fees. For self-serve subscriptions, we will give at least 30 days' notice, and changes take effect at your next renewal. Continued use after that constitutes acceptance.

7. Your responsibilities and representations

These are the most important obligations in these Terms. You represent, warrant, and agree that:

7.1 Recording consent. Before recording any meeting with the Services, you have obtained all consents required by applicable law from every participant — including, where required, all-party consent — to be recorded and to have the meeting processed by an AI tool. You acknowledge that some jurisdictions require the consent of all parties to a communication, and you agree to obtain consent from all participants regardless of jurisdiction. You will not disable, circumvent, or obscure any recording notice or disclosure feature.

7.2 Authority over Client Data. You have the right and authority — under your agreements with your clients, your own privacy notices, and applicable law (including the Gramm-Leach-Bliley Act and its implementing regulations) — to provide Client Data to Winslow and to permit the processing described in these Terms, the Privacy Policy, and the DPA, including the creation and use of De-identified Data.

7.3 Lawful use. You will comply with all applicable laws in your use of the Services, including privacy, wiretap/recording, financial-services, and data-protection laws, and with the terms of any third-party meeting platform you connect.

7.4 Accuracy and legality of Customer Data. You are responsible for the accuracy, quality, and legality of Customer Data and the means by which you obtained it.

8. Acceptable use

You will not, and will not permit anyone to:

• record, transcribe, or analyze any meeting without obtaining all legally required consents;
• use the Services for any unlawful, harmful, deceptive, or infringing purpose;
• use Outputs as the sole basis for any decision that produces legal or similarly significant effects on an individual (including employment, compensation, or credit decisions), or as a substitute for professional judgment;
• reverse engineer, decompile, or attempt to derive the source code, models, or underlying structure of the Services;
• resell, sublicense, rent, or otherwise make the Services available to third parties, or use the Services for the benefit of anyone other than you and your Authorized Users;
• use the Services to build, train, or benchmark a competing product or service;
• circumvent usage limits, credit limits, or security or access controls;
• upload malicious code or interfere with the integrity, security, or performance of the Services; or
• upload data you are not permitted to share, or data types the Services are not intended to process (including government-ID numbers, health records, or biometric identifiers).

We may suspend the Services immediately if your use threatens the security, integrity, or availability of the Services or violates this Section, and we will use reasonable efforts to notify you and give you an opportunity to cure where practicable.

9. Third-party platforms and integrations

The Services connect to third-party meeting platforms (such as Zoom, Microsoft Teams, and Google Meet) and use a third-party recording-infrastructure provider to join and capture meetings on your behalf. Your use of those platforms is governed by their own terms and privacy policies, and you are responsible for complying with them. We are not responsible for third-party platforms, and their availability, changes, or discontinuation may affect the Services.

10. Customer Data, ownership, and De-identified Data

10.1 You own your data. As between you and Winslow, you retain all right, title, and interest in Customer Data and Outputs generated for you.

10.2 License to us. You grant Winslow a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Data solely as needed to provide, secure, support, and maintain the Services for you, and as described in the Privacy Policy and DPA.

10.3 Limits on our use of Client Data. We use identifiable Client Data only to provide the Services to you. We do not sell or share it, use it for advertising, or use it to train our own AI models.

10.4 De-identified Data. You grant Winslow a perpetual, irrevocable, worldwide, royalty-free right to create De-identified Data from Customer Data and to use it for any lawful purpose, including to operate, improve, secure, analyze, and benchmark the Services (current and future). We will not attempt to re-identify De-identified Data and will not disclose it in any manner that identifies you, your clients, or any individual.

10.5 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

11. AI features and disclaimers

11.1 How it works. Outputs are generated using artificial intelligence, including a third-party AI provider that processes transcripts to produce coaching feedback.

11.2 Coaching, not advice. Outputs are coaching and training aids only. They are not investment, legal, tax, accounting, or compliance advice, are not a recommendation to any client, and are not a substitute for your professional judgment or your firm's supervisory and compliance obligations. You are solely responsible for any action you take based on Outputs.

11.3 Accuracy. AI can produce inaccurate or incomplete results. You should review Outputs before relying on them. We do not warrant that Outputs will be accurate, complete, or fit for any particular purpose.

12. Your regulatory responsibilities

You acknowledge that Winslow is a tool, not your system of record and not your compliance program. You remain solely responsible for your own books-and-records, retention, supervision, archiving, and other regulatory obligations (including under the Investment Advisers Act, FINRA rules, and applicable state law), and for choosing retention settings consistent with those obligations.

We will, on reasonable request, support your regulatory examinations by providing export of and access to your Customer Data. We will consider third-party recordkeeping undertakings (for example, under SEC Rule 17a-4) on a case-by-case basis.

13. Privacy, data protection, and security

Our Privacy Policy describes how we handle personal information. Our DPA governs our processing of personal information on your behalf and is incorporated into these Terms. In the event of any conflict between these Terms and the DPA with respect to data protection, the DPA controls.

We maintain an information security program with administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, multi-factor authentication, and monitoring. We will notify you of a security incident affecting your Customer Data as described in the DPA.

14. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors bound by confidentiality obligations, or as required by law (with notice where permitted). Confidential information excludes information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party. Customer Data is your confidential information.

15. Intellectual property

Winslow and its licensors own all right, title, and interest in the Services, including all software, models, prompts, templates, documentation, and the Winslow name and logos. No rights are granted except as expressly stated in these Terms. All rights not expressly granted are reserved.

16. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care and will maintain the information security program described in Section 13 and the DPA.

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WINSLOW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OUTPUTS WILL BE ACCURATE, OR THAT YOUR USE OF THE SERVICES WILL BE LAWFUL IN ANY PARTICULAR JURISDICTION.

17. Indemnification

17.1 By Winslow. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's U.S. patent, copyright, or trademark, and will indemnify you for damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, your breach of these Terms, modifications not made by us, or combination with anything not provided by us. If the Services become, or we believe may become, subject to such a claim, we may procure the right to continue use, modify the Services, or terminate the affected Services and refund prepaid, unused fees. This Section states our entire liability and your exclusive remedy for intellectual-property infringement.

17.2 By Customer. You will defend, indemnify, and hold harmless Winslow and its officers, directors, employees, and agents from and against any third-party claim arising out of or relating to: (a) your failure to obtain any required recording, wiretap, or privacy consents (Section 7.1); (b) your lack of right or authority to provide Client Data or to authorize its processing (Section 7.2); (c) Customer Data; (d) your use of the Services in breach of these Terms or applicable law; or (e) your reliance on Outputs.

17.3 Procedure. The indemnified party will promptly notify the indemnifying party, give it sole control of the defense and settlement (provided any settlement unconditionally releases the indemnified party), and provide reasonable cooperation at the indemnifying party's expense.

18. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

18.1 Cap. EXCEPT FOR THE CARVE-OUTS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (a) THE FEES YOU PAID OR OWED TO WINSLOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

18.2 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

18.3 Carve-outs. The cap in Section 18.1 does not apply to: (a) your indemnification obligations under Section 17.2; (b) your payment obligations; (c) either party's breach of its confidentiality obligations; (d) your violation of our intellectual-property rights or the Acceptable Use section; or (e) liability that cannot be limited by law.

18.4 Basis of the bargain. These limitations are a fundamental element of the agreement between us and apply even if a limited remedy fails of its essential purpose.

19. Term, termination, and data on exit

19.1 Term. These Terms begin when you first accept them and continue until your subscription and account are terminated.

19.2 Termination. You may terminate at any time by cancelling your subscription and closing your account (see Section 6.4). Either party may terminate for the other's material breach that remains uncured 30 days after written notice. We may suspend or terminate immediately for non-payment, unlawful use, or a violation of Section 8.

19.3 Effect. On termination, your right to use the Services ends. For 30 days after termination, we will make your Customer Data available for export. After that, we will delete Customer Data as described in the Privacy Policy and DPA (generally within 90 days of account closure), except where retention is required by law.

19.4 Survival. Sections 2, 6 (for amounts owed), 10, 11, 12, 14, 15, 16, 17, 18, 19.3–19.4, 20, 22, 23, and 24 survive termination.

20. Changes to these Terms

We may update these Terms. Every version is dated and archived. For material changes, we will give advance notice (by email and/or in the Services) and, where required, obtain your acceptance before the changes apply to you. Non-material updates take effect when posted. New services are added by Supplemental Terms, not by silently rewriting these Terms. If you do not agree to a material change, your remedy is to stop using and cancel the Services before the change takes effect.

21. Publicity

You grant Winslow the right to use your name and logo to identify you as a customer on our website and in marketing and promotional materials, subject to any trademark guidelines you provide. You may opt out at any time by emailing support@gowinslow.ai.

22. Governing law and dispute resolution

22.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

22.2 Informal resolution. Before filing a claim, the parties agree to try to resolve the dispute informally by contacting support@gowinslow.ai and negotiating in good faith for 30 days.

22.3 Binding arbitration. If not resolved informally, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in Delaware (or by videoconference), before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

22.4 CLASS-ACTION WAIVER. YOU AND WINSLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any class proceeding. If this waiver is held unenforceable, the arbitration agreement in Section 22.3 is void as to that claim.

22.5 Exceptions. Either party may (a) seek injunctive or equitable relief in court to protect its intellectual property or confidential information, and (b) bring an individual claim in small-claims court.

22.6 Time limit. Any claim must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.

23. General

• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.
• Entire agreement. These Terms, the Privacy Policy, the DPA, and any Supplemental Terms or Order Form are the entire agreement between us and supersede prior agreements on this subject. Terms in any purchase order or vendor form have no effect.
• Severability and waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver.
• Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control.
• Notices. We may give notice by email to your account address or through the Services. Notices to us go to support@gowinslow.ai and, for privacy matters, privacy@gowinslow.ai.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.
• No third-party beneficiaries. There are no third-party beneficiaries to these Terms.
• Export and sanctions. You represent that you are not located in, or a national of, an embargoed country and are not on any U.S. restricted-party list, and you will comply with applicable export laws.

24. Contact

Winslow AI, Inc. [Company mailing address] General and legal: support@gowinslow.ai Privacy: privacy@gowinslow.ai