Terms of Service

Wingman provides software and related services that enable Customer to communicate with end users through live or asynchronous conversations, including through video, audio, text chat, messaging, screen sharing, recording, transcription, summarization, workflow tools, dashboards, AI-assisted tools, and related features (the "Service").

The Service may be used for customer support, ticket resolution, customer engagement, information assistance, sales support, product guidance, and related business interactions. It is not limited to any one industry or use case.

Depending on the applicable Order Form or other written agreement, Wingman may provide:

1. Software-Only Services, where Wingman provides only the software platform and related technology; or
2. Managed or Assisted Services, where Wingman also provides personnel or representatives in connection with the Service.

"Authorized User" means any employee, contractor, agent, affiliate, representative, or other person authorized by Customer to access or use the Service on Customer's behalf.

"Customer Property" means Customer's website, application, platform, digital property, communication channel, or other environment where the Service is deployed or made available.

"End User" means any person who interacts with the Service through a Customer Property or other Customer-authorized channel.

"Customer Data" means all data, materials, content, instructions, files, conversation content, chat messages, audio, video, recordings, transcriptions, summarizations, screen-sharing content, account information, and other information submitted to, provided to, received by, or generated through Customer's use of the Service, excluding Wingman technology and de-identified or aggregated usage data.

"Order Form" means any order form, proposal, SOW, Service Plan, or other written commercial document entered into by the parties for the purchase or use of the Service.

"Wingman Personnel" means any individuals engaged, assigned, or provided by Wingman to perform services under an applicable Order Form.

Subject to these Terms and payment of applicable fees, Wingman grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Service for Customer's internal business purposes and to make the Service available to End Users through Customer Properties.

Customer may allow its Authorized Users to use the Service on its behalf. Customer is responsible for all acts and omissions of its Authorized Users and anyone accessing the Service using Customer's credentials, systems, or implementation.

The specific Service purchased by Customer, including features, scope, implementation, term, staffing, pricing, renewal terms, and any service-specific commitments, will be described in the applicable Order Form.

If there is a conflict between these Terms and an Order Form, the Order Form will control for the specific Service covered by that Order Form.

No purchase order, invoice, acknowledgment, portal terms, or similar document issued by Customer will modify these Terms or any Order Form unless expressly agreed in writing by both parties.

Customer will reasonably cooperate with Wingman in connection with implementation, onboarding, technical setup, branding, and operation of the Service.

Customer will provide timely access to the information, systems, credentials, APIs, tools, content, policies, workflows, branding materials, and personnel reasonably needed for Wingman to provide the Service, including access to backend systems, CRM tools, ERP tools, ticketing tools, order systems, authentication tools, or similar systems that Customer wants Wingman to connect or interact with.

Customer is responsible for the accuracy, legality, and completeness of all Customer Data and implementation instructions provided to Wingman.

Customer is responsible for:

1. using the Service in compliance with applicable law and third-party rights;
2. maintaining the security of its accounts, credentials, systems, and implementation;
3. ensuring that its Authorized Users comply with these Terms;
4. providing all notices and obtaining all consents, permissions, and authorizations required for communications, recording, transcription, summarization, cookies, data processing, and screen sharing in connection with the Service;
5. configuring access controls and permissions for Customer-provided personnel; and
6. testing and verifying compatibility of the Service with Customer's systems and Customer Properties.

Customer is solely responsible for how it uses the Service and any decisions, actions, or outcomes that result from its use of the Service.

If Customer uses its own employees, contractors, or representatives with the Service, Customer is solely responsible for those individuals, including their conduct, communications, permissions, supervision, compliance, and access rights. Wingman is not responsible for the acts or omissions of Customer-provided personnel.

If an applicable Order Form provides that Wingman will supply personnel in connection with the Service, then those individuals will remain personnel of Wingman or its contractors and will not become employees or contractors of Customer solely because they provide services through the Service. Wingman will remain responsible for their recruitment, assignment, supervision, compensation, payroll taxes, benefits, and employment-law compliance. Unless otherwise agreed in writing, Wingman may assign, rotate, replace, or reallocate Wingman Personnel across customers and projects. Customer may request removal or replacement of Wingman Personnel for reasonable cause, and Wingman will act in good faith to address such request.

Customer may deploy Wingman's widget, code, scripts, SDKs, APIs, integrations, and related implementation materials on Customer Properties solely as permitted by these Terms, the applicable Order Form, and any documentation Wingman provides.

The Service may include or enable recording, transcription, summarization, monitoring, analytics, cookies, local storage, session identifiers, device identifiers, and screen-sharing features. Customer acknowledges and agrees that:

1. conversations through the Service may be recorded, transcribed, summarized, monitored, or analyzed in order to provide, operate, secure, maintain, support, and improve the Service;
2. cookies and similar technologies may be used for authentication, continuity, functionality, preferences, analytics, fraud prevention, and security;
3. Customer is responsible for providing all notices and obtaining all consents required by applicable law for recording, transcription, summarization, cookies, screen sharing, communications, and personal data processing;
4. Wingman will seek to operate such technologies in compliance with applicable privacy and data protection laws, including applicable laws in the United States, California, and Europe;
5. screen-sharing functionality is generally intended to display the relevant Customer Property or relevant in-service content unless the End User takes additional affirmative action to share broader device, application, browser, or screen content; and
6. if an End User voluntarily shares broader screen content beyond the relevant Customer Property, that content may be received and processed as part of the screen-sharing session.

Unless otherwise expressly agreed in writing by Wingman, Customer will not use the Service to intentionally collect, process, store, or transmit payment card information, passwords, health data, government-issued identification numbers, financial account credentials, or other highly sensitive regulated information. If such information is voluntarily disclosed by an End User or otherwise appears in the Service, Wingman will not use it for any unauthorized purpose.

Customer will not, and will not permit any third party to:

1. sell, resell, lease, license, sublicense, or commercially exploit the Service except as expressly authorized;
2. use the Service in violation of applicable law or third-party rights;
3. reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except where prohibited by law;
4. use the Service to build a competing product or service;
5. interfere with, disrupt, degrade, or compromise the integrity, security, or performance of the Service;
6. bypass access controls, security measures, rate limits, or usage restrictions;
7. upload or transmit harmful code, malware, or malicious content;
8. use the Service for deceptive, fraudulent, abusive, harassing, or unlawful activity; or
9. enable unauthorized access to the Service.

The Service may interoperate with or depend on third-party products, service providers, hosting providers, communication tools, analytics tools, AI providers, or integrations. Wingman is not responsible for third-party products or services, including their availability, accuracy, legality, performance, security, or data handling practices. Use of third-party services is subject to the applicable third party's own terms and policies.

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

Customer grants Wingman a non-exclusive, worldwide, limited right to host, store, process, transmit, display, record, transcribe, summarize, analyze, and otherwise use Customer Data only as reasonably necessary to provide, operate, maintain, secure, support, and improve the Service and to perform Wingman's obligations under these Terms and any applicable Order Form.

Wingman may collect and use service usage data, technical logs, metadata, analytics, performance data, and de-identified or aggregated information derived from use of the Service for lawful business purposes such as product improvement, service optimization, analytics, capacity planning, research, security, fraud prevention, and performance monitoring, provided that such information does not identify Customer or any individual person except as necessary to provide the Service.

Wingman's handling of personal data may also be governed by Wingman's Privacy Policy or Data Processing Addendum, if applicable.

Wingman will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction.

Wingman may use subcontractors, subprocessors, affiliates, or service providers in connection with the Service, provided that Wingman remains responsible for their acts and omissions to the same extent as if Wingman performed the relevant services itself and requires them to be bound by appropriate written confidentiality, security, and data protection obligations.

Wingman and its licensors retain all right, title, and interest in and to the Service, widget, software, code, AI systems, workflows, models, interfaces, branding, documentation, technology, know-how, and all related intellectual property rights.

Customer retains all right, title, and interest in and to Customer Data, Customer brands, Customer content, and other materials owned by Customer, subject to the rights granted to Wingman under these Terms.

If Customer or any Authorized User provides suggestions, ideas, comments, or other feedback regarding the Service, Wingman may use that feedback without restriction, obligation, or payment.

Each party may receive confidential or proprietary information from the other party in connection with these Terms or the Service ("Confidential Information"). Each receiving party will use the disclosing party's Confidential Information only as needed to perform under these Terms and will protect it using reasonable care.

Confidential Information does not include information that the receiving party can show:

1. is or becomes public through no fault of the receiving party;
2. was already known by the receiving party without restriction;
3. was lawfully received from a third party without restriction; or
4. was independently developed without use of the disclosing party's Confidential Information.

A receiving party may disclose Confidential Information if required by law, subpoena, court order, or regulatory request, provided that, where legally permitted, it gives reasonable notice to the disclosing party.

Upon written request or upon termination of the applicable Service, each party will return or destroy the other party's Confidential Information in its possession or control, except to the extent retention is required by law, for internal compliance or backup purposes, or in routine archival systems not readily accessible in the ordinary course. Any retained Confidential Information will remain subject to this Section.

Unless Customer notifies Wingman otherwise in writing, Wingman may identify Customer as a customer of Wingman and may use Customer's name and logo on Wingman's website, customer lists, presentations, and marketing materials in a factual manner consistent with any brand guidelines provided by Customer.

Any press release, case study, testimonial, or more detailed public announcement involving Customer will require Customer's prior written approval.

If the parties agree to white-label, co-branded, or custom branding arrangements in an Order Form, those written terms will control.

During the term of an applicable Order Form and for twelve (12) months thereafter, neither party will knowingly and directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in providing or receiving the applicable Service, without the other party's prior written consent.

This restriction does not apply to general advertisements or recruiting efforts not specifically targeted at such personnel, or to persons who independently approach a party without prior targeted solicitation.

Customer will pay the fees set forth in the applicable Order Form. Except as expressly stated otherwise, fees are non-cancelable and non-refundable.

If no other payment terms are stated in the applicable Order Form, invoices are due within thirty (30) days after the invoice date.

Any invoice dispute must be raised in writing within fifteen (15) days after the invoice date and must describe the basis for the dispute in reasonable detail. Customer may withhold only the genuinely disputed amount while the parties work in good faith to resolve the dispute. Undisputed amounts must be paid when due.

Late undisputed amounts may accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. Customer will reimburse reasonable costs of collection for overdue undisputed amounts.

Customer is responsible for applicable taxes, duties, and similar charges, excluding taxes based on Wingman's net income.

Wingman may offer free trials, pilots, beta features, preview releases, or early access offerings. Unless otherwise stated in writing, such offerings are provided on an "as is" and "as available" basis, may be modified or discontinued at any time, may not be supported, and may be subject to additional terms.

Wingman may require Customer to stop using any beta, trial, or early access feature at any time.

If a trial or pilot converts into a paid subscription, that conversion will occur only as stated in the applicable Order Form, proposal, or other written commercial terms.

Wingman will use commercially reasonable efforts to provide the Service in a professional manner. Unless otherwise expressly agreed in a separate signed agreement, Wingman does not provide any particular uptime commitment, response time, service credit, or service level obligation.

Wingman may update, improve, modify, or discontinue features of the Service from time to time, including to fix bugs, improve security, update user experience, or enhance performance. Wingman will use reasonable efforts not to materially reduce the core functionality or security of the paid Service during an active subscription term.

Wingman may schedule routine maintenance that temporarily affects availability. Where reasonably feasible, Wingman will provide advance notice of planned significant downtime.

If the parties enter into a separate signed SLA, SOW, MSA, or other written agreement that includes support or service commitments, that agreement will control to the extent of any conflict with these Terms.

Unless otherwise stated in the applicable Order Form, each paid subscription will automatically renew for successive renewal terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

Any renewal will be on the same terms and conditions unless the parties agree in writing to updated terms or pricing for the renewal term.

If no subscription term is stated in the applicable Order Form, either party may terminate the applicable Service on thirty (30) days' written notice.

Wingman may suspend or limit access to all or part of the Service immediately if Wingman reasonably believes that:

1. Customer is in material breach of these Terms or an applicable Order Form;
2. Customer's use poses a security risk to the Service or any third party;
3. Customer's use is unlawful or may subject Wingman or others to liability;
4. Customer's use materially degrades or threatens the performance or integrity of the Service;
5. Customer has failed to pay undisputed amounts when due after reasonable notice; or
6. suspension is required by law or governmental request.

Where reasonably practicable, Wingman will provide notice and an opportunity to cure before suspension.

These Terms begin when Customer first accepts them or first accesses or uses the Service and continue until all applicable subscriptions or Services have expired or been terminated.

Either party may terminate an applicable Order Form or Service for material breach by the other party if the breach remains uncured fifteen (15) days after written notice.

Either party may terminate immediately upon written notice if the other party becomes insolvent, ceases business operations, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within sixty (60) days.

Unless otherwise stated in an applicable Order Form, fixed-term paid subscriptions are non-cancelable during the then-current term except as expressly provided in these Terms.

Upon expiration or termination, Customer's right to access and use the terminated Service ends, and Wingman may disable access to the terminated Service. Customer will remain responsible for fees accrued up to the effective date of termination.

Sections that by their nature should survive termination will survive, including payment, confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution.

If Wingman materially reduces the core functionality of a paid Service during an active subscription term and does not provide a commercially reasonable alternative within thirty (30) days after receiving written notice from Customer, Customer may terminate the affected Service and receive a prorated refund of prepaid fees for the unused portion of the then-current term for that affected Service. This is Customer's sole and exclusive remedy for such material reduction.

Each party represents that it is duly organized, validly existing, and authorized to enter into these Terms and any applicable Order Form.

Wingman further represents that, during the applicable paid term:

1. the Service will materially conform to the applicable documentation and any material written specifications expressly agreed in the applicable Order Form;
2. Wingman will provide the Service in a professional and workmanlike manner;
3. Wingman will use commercially reasonable efforts not to knowingly introduce malicious code into the Service; and
4. Wingman has the rights necessary to provide the Service as described in these Terms.

Customer represents that:

1. Customer has all rights, permissions, and legal bases necessary to provide Customer Data and authorize Wingman to process Customer Data as contemplated by these Terms;
2. Customer's use of the Service will comply with applicable law; and
3. Customer will not knowingly use the Service to transmit harmful code or unlawfully infringing content.

If Customer notifies Wingman of a material breach of the warranties above within thirty (30) days after discovering the issue, Wingman will use commercially reasonable efforts to correct the issue within forty-five (45) days. If Wingman does not do so, Customer may terminate the affected paid Service and receive a prorated refund of prepaid fees for the unused portion of the then-current term for that affected Service as Customer's sole and exclusive remedy for breach of this Section.

Wingman does not guarantee any particular business outcome, sales outcome, conversion outcome, support outcome, resolution rate, response rate, or customer satisfaction outcome from use of the Service.

Except as expressly set forth in these Terms or in an applicable signed Order Form, the Service and all beta features are provided on an "as is" and "as available" basis, and Wingman disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

24.1 Wingman Indemnity

Wingman will defend Customer against any third-party claim alleging that the paid Service, as provided by Wingman and used by Customer in accordance with these Terms, infringes that third party's United States intellectual property rights, and Wingman will pay damages finally awarded against Customer or agreed in a settlement approved by Wingman, provided that Customer promptly notifies Wingman of the claim, gives Wingman sole control of the defense and settlement, and reasonably cooperates with Wingman at Wingman's expense.

Wingman will have no obligation under this Section for claims arising from Customer Data, Customer's misuse of the Service, modifications not made by Wingman, use of the Service with items not provided by Wingman where the claim would not have arisen but for that combination, Customer-provided personnel or content, or beta, pilot, preview, or early access features.

If such a claim appears likely, Wingman may, at its option, modify the Service so it becomes non-infringing, obtain the right for Customer to continue using the Service, or terminate the affected Service and refund prepaid unused fees for the terminated portion of the then-current term.

24.2 Customer Indemnity

Customer will defend, indemnify, and hold harmless Wingman and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claim, demand, investigation, fine, penalty, liability, loss, damage, judgment, settlement, cost, or expense, including reasonable attorneys' fees, arising out of or related to:

1. Customer Data;
2. Customer's or its Authorized Users' use of the Service in violation of these Terms, an applicable Order Form, or applicable law;
3. Customer's failure to provide required notices or obtain required consents, permissions, or authorizations for recording, transcription, summarization, cookies, screen sharing, communications, or personal data processing;
4. Customer-provided personnel and their acts or omissions;
5. Customer's products, services, content, or Customer Properties; or
6. Customer's gross negligence, willful misconduct, or fraud.

24.3 Wingman Personnel Employment Matters

To the extent Wingman provides Wingman Personnel under an applicable Order Form, Wingman will be responsible for employment-related obligations applicable to Wingman Personnel, including compensation, payroll taxes, benefits, and employment-law compliance, and Wingman will indemnify Customer against third-party claims arising solely from Wingman's failure to meet such obligations.

24.4 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement, and reasonably cooperate. The indemnifying party may not settle any claim in a manner that admits fault or imposes material obligations on the indemnified party without that party's prior written consent, not to be unreasonably withheld.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings, even if advised of the possibility of such damages.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms, the Service, and all applicable Order Forms will not exceed the total fees paid or payable by Customer to Wingman for the applicable Service during the twelve (12) months immediately preceding the event giving rise to the claim.

The exclusions and limitations in this Section do not apply to Customer's payment obligations, either party's confidentiality obligations, either party's indemnification obligations, Customer's violation of Wingman's intellectual property rights or use restrictions, or liability that cannot be limited by law.

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

Before starting a formal proceeding, the parties will first attempt in good faith to resolve any dispute through business discussions for at least thirty (30) days after written notice of the dispute.

If the dispute is not resolved, it will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The arbitration may be conducted remotely unless the arbitrator requires otherwise. The seat of arbitration will be San Francisco, California, and the arbitration will be conducted in English.

Either party may seek temporary, preliminary, or emergency injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property pending final resolution.

Except for payment obligations and confidentiality obligations, neither party will be liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet outages, utility failures, pandemics, acts of government, or failures of third-party infrastructure not caused by that party.

The affected party will promptly notify the other party and use commercially reasonable efforts to mitigate the impact and resume performance.

If a force majeure event continues for more than forty-five (45) consecutive days and materially affects the applicable Service, either party may terminate the affected Service on written notice, without further liability except for amounts accrued before termination.

All notices under these Terms must be in writing and sent by email, recognized courier, or another written method reasonably calculated to provide notice.

Notices to Wingman must be sent to: info@getwingman.io

Either party may update its notice contact information by written notice to the other party.

Neither party may assign these Terms or any applicable Order Form without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms.

These Terms, together with any applicable Order Form, Privacy Policy, Data Processing Addendum, and other incorporated written documents, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous discussions, proposals, and communications on that subject matter.

Any amendment or waiver must be in writing. A delay or failure to enforce any provision is not a waiver. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.