Terms of Use

Updated: 04.06.2021

1. INTRODUCTION

IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND THE WING TEL INC. SERVICES ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW.

This Terms of Use, including any documents, policies and guidelines incorporated by reference (collectively, the “Terms”), is a legal agreement between you and Wing Tel Inc. ("Wing", "our", or "we"). These Terms apply to any Wing website, mobile application, or software, or other online or interactive services that are provided in the United States and that include a link to these Terms (together, the “Services”). The term "you" or "your" includes any of your subsidiaries, affiliates, employees and parent or legal guardian.

PLEASE READ THESE TERMS OF USE CAREFULLY.  By accessing or attempting to use our Services in any way you are agreeing to comply with these Terms. Certain services available through our Services, especially services for which you are asked to subscribe or pay money, may have their own terms and conditions that apply to your purchase or use of that particular service. The Terms do not alter in any way the terms or conditions of any of these other written or online terms and conditions or agreements you may have or will have with Wing. To the extent that there is any conflict between these Terms and any terms and conditions or agreements relating to Wing services you have purchased or Wing online tools you use or to which you subscribe, those other terms and conditions or agreements will govern.

AUTHORITY

By using our Services, you represent that you are at least 13 years old. Persons who are at least 13 years of age but under the age of 18 may only use our Services with legal parental or guardian consent.  Accordingly, you agree that you are at least 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms; otherwise, please exit the Services.  Wing suggests that you take advantage of any access controls offered through the Services or third-party sites, which are designed to assist you in limiting or blocking access to certain types of web content you may feel are harmful to or inappropriate for minors.

3. CHANGES TO THE TERMS OR SITE

We may change these Terms without advance notice. Please visit this page periodically to see the most current Terms that govern your use of the Services. The amended Terms will automatically be effective when posted on our Services.  Your continued use of our Services after any changes in these Terms shall constitute your consent to such changes.  We reserve the right to change, modify or discontinue, temporarily or permanently, the Services (or any portion of the Services), including any and all content contained on the Services, at any time without notice. You agree that Wing shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any portion thereof).

4. REGISTRATION, PASSWORD AND SECURITY

Whenever you provide us information on our Services, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete.  If you provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current or incomplete, Wing may without notice suspend or terminate your access to our Services and refuse any and all current or future use of our Services (or any portion of the Services).

If any portion of our Services requires you to register or open an account you may also be asked to choose a password and a user name.  Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution.  You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification.  You agree to immediately notify Wing of any unauthorized use of your password or account or any other breach of security.  Without limiting any rights which Wing may otherwise have, Wing reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Services and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Wing may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall Wing be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Wing under this provision, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. You may not use anyone else's account at any time, without the permission of the account holder.

The security of your personally identifying information is important to us. While there is no such thing as "perfect security" on the Internet, we implement protective measures to help secure your personally identifying information. However, you understand and agree that such measures do not guarantee that use of the Services is invulnerable to all security breaches, and that Wing makes no warranty, guarantee, or representation that use of any of our Services is protected from viruses, security threats or other vulnerabilities.

5. PRIVACY POLICY

Please view our Privacy Policy, which explains Wing's practices relating to the collection and use of your information through or in connection with our Services.  Wing's use of your information is governed at all times by our Privacy Policy, which is incorporated into these Terms.  You understand that through your use of the Services you consent to the collection and use of this information (as set forth in the Privacy Policy).

6. ACCESS AND USE OF THE SERVICES

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). Account registration requires you to submit to Wing certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by Wing. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.

User Requirements and Conduct.

In certain instances, you may be asked to provide proof of identity or other methods of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other methods of identity verification.

Text Messaging, and Telephone Calls, and Email Messaging.

From time to time, Wing sends recurring marketing and promotional calls,s and texts (including by automated systems), and emails to customers and prospective customers who have consented to receive such calls or texts at a number or numbers they provide. You are not required to provide this consent as a condition of purchasing any property goods or services.

By creating an online account with Wing or completing a contact or inquiry form (“initiating contact”), you agree that Wing may contact you by recurring telephone or text message (including by an automatic telephone dialing system) at any phone number provided by you in connection with your Wing account, including for marketing and promotional purposes, even if your number is on a Do Not Call list. Furthermore, by initiating contact, you agree to opt-in to Wing’s email-related marketing and sales advertising and promotional materials. You understand that you may at any time opt-out of receiving marketing or promotional text messages from Wing at a number you have provided (with consent) by texting the word “STOP” in response to any message you receive from or on behalf of Wing at that number. You may opt-out of receiving promotional emails, text messages or telephone calls by visiting https://www.wingalpha.com/unsubscribe and completing the unsubscribe form. If you choose to opt-out of receiving marketing or promotional text messages, Wing may still send you non-marketing, non-promotional communications, such as receipts or information about your account.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Wing does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

User-Provided Content.

Wing may, in Wing's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Wing through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Wing, you grant Wing a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Wing's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Wing the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Wing's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Wing in its sole discretion, whether or not such material may be protected by law. Wing may, but shall not be obligated to, review, monitor, or remove User Content, at Wing's sole discretion and at any time and for any reason, without notice to you.

7. COPYRIGHT AND AUTHORIZATION

The Services provide you access to a wide variety of information, shopping, communications, entertainment, games, advertising and other services, products, data and materials ("Content"). Some of the Content is owned by Wing and/or its affiliates.  Other portions are owned by non-Wing companies or third parties such as suppliers, vendors, and licensors (including Content that is generated by users as further described in Section 11).

Some portions of the Services may require you to download software ("Software") in order that you may access the Services, the services provided through the Services and/or the Content.  The Software may be the property of Wing or a supplier, vendor, or licensor to Wing.  The Content and Software are protected by a variety of laws governing the use of copyrights, trademarks, patents, or trade secrets.  Subject to the rules and limitations set forth in the Terms, you are granted a limited, non-sublicensable right to access the Services, the Content and the Software for your personal non-commercial use only, except as otherwise permitted.  Without limiting the generality of the foregoing, no Software or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into North Korea, Iran, Sudan, Syria or any other country for which the U.S. maintains an embargo on such exports, or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such exports.  By downloading or using the Software or underlying information or technology, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

COPYRIGHT COMPLAINTS

Wing respects the intellectual property rights of others.  If you believe that your work has been copied and has been posted, stored or transmitted to the Services in a way that constitutes copyright infringement, please submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Wing's Copyright Agent the following written information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A specific description of where the material that you claim is infringing is located on the Services;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Wing's Copyright Agent for notice of claims of copyright infringement on the Services can be reached as follows:

Wing Tel Inc.
Law Department
228 Park Ave S
PMB 70192
New York, New York 10003-1502 US
legal@wingalpha.com

8. TRADEMARKS AND SERVICE MARKS

Trademarks (including but not limited to the Wing logo) that are used or displayed on the Services are owned by Wing Tel Inc. or by third parties other than Wing that offer and provide products and services on or through the Services. The Wing trademarks may not be copied or used, in whole, partial or modified form, without the prior written permission of Wing Tel Inc. or, if applicable, its licensor. In addition, Wing custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of Wing Tel Inc. Other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Wing. You may not use any meta tags or any other "hidden text" utilizing a Wing name, trademark, or product name without Wing's express written consent.

9. THIRD-PARTY PRODUCTS AND SERVICES

Parties other than Wing may offer and provide products and services on or through the Services.  Except for Wing branded information, products or services that are identified as being supplied by Wing, Wing does not operate, control, or endorse any information, products, or services on the Services or accessible through the Services in any way. Wing is not responsible for examining or evaluating, and Wing does not warrant the offerings of, any of these businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

The Services may contain links to other websites not operated by Wing. The links are provided for your convenience. The inclusion of any links to other websites does not imply affiliation, endorsement or adoption by Wing of those websites or the contents therein. We are not responsible for the contents, links or privacy of any linked website. Access to any other websites linked to the Services is at your own risk. When leaving the Services, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of any third-party website.

10. PRODUCT AND SERVICE INFORMATION

Wing does not warrant that information, graphic depictions, product and service descriptions or other content of the Services is accurate, complete, reliable, updated, current, or error-free.  Despite our efforts, it is possible that a price for a product or service offered on the Services may be inaccurate or the product or service description may contain an inaccuracy. In the event Wing determines that a product or service contains an inaccurate price or description, Wing reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error, including without limitation canceling your order, unless prohibited by law. Wing may make improvements or changes to any of its content, information products, services, or programs described on the Services at any time without notice. You agree to notify Wing immediately if you become aware of any pricing or descriptive errors or inconsistencies with any products or services you order through the Services and comply with any corrective action taken by Wing. Furthermore, you agree as a condition precedent of taking any further corrective action, including initiating an administrative proceeding or action, to partake in good faith discussions to rectify such an error by contacting legal@wingalpha.com. In the event that such good faith discussions fail to rectify the error at issue, all other provisions limiting remedial actions remain operative and in full force, including, in particular, the provisions of Section 24 listing the terms of a MANDATORY ARBITRATION AND CLASS ACTION WAIVER.

11. ONLINE ORDERS

In order to protect Wing and its customers from fraudulent activity, we may implement reasonable procedures regarding any online orders including, but not limited to, validating information provided or limiting the amount of equipment (e.g. SIM cards) and/or services that may be ordered online by a single individual or entity. Wing reserves the right to further limit quantities or to cancel or reject orders in its sole discretion.

12. USER SUBMITTED CONTENT

Our Services may have "publicly accessible areas" such as message boards, forums, member profiles, yellow pages or other features that allow users to post Content that will be accessible by the public or the user population generally. With respect to any message, data, image, text, photos, graphics, audio, video or other material you elect to post to such publicly accessible areas of our Services, while you retain any and all of your lawfully owned rights in such Content, you grant Wing a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content which you provide (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. You also permit any user of our Services to access, display, view, store, distribute, perform, reproduce and prepare derivative works of such Content that you have placed in publicly accessible areas of our Services.  No compensation will be paid to you or to any other person or entity with respect to the posting or use of your Content. Wing is under no obligation to post or use any Content you may provide and we may remove your Content at any time in our sole discretion. You agree that Wing is not under any obligation of confidentiality, express or implied, with respect to your Content. You represent and warrant that you own or otherwise control all necessary rights to the Content that you post, that such Content is accurate, that use of the Content you supply does not violate these Terms, specifically including without limitation the requirements of Section 14 (Acceptable Use), and will not cause injury to any person or entity, and that you will indemnify Wing for all claims resulting from the Content you supply.

Wing does not generally pre-screen or control Content posted by users of our Services, and, therefore, does not guarantee the accuracy, integrity or quality of such Content. Wing shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any Content that is available via our Services for any or no reason, including that any Content violates these Terms or is otherwise objectionable.  We take no responsibility and assume no liability for any Content uploaded, transmitted, or downloaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter.  As the provider of the Services, we are only a forum and are not liable for any statements, representations, or Content provided by Services users.  Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of Wing. We do not endorse any Content or any opinion, recommendation or advice expressed therein. It is not our intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as we deem appropriate in cases where the Services is used to disseminate statements that are harmful or inflammatory.

13. SUBMISSIONS TO WING

You agree not to propose, post or submit to Wing ideas, concepts, copy, proposals, inventions, methods or techniques for new or proposed services or products (collectively referred to as "Submitted Material") through the Services.  In the event you do so, you hereby grant to Wing a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use all such Submitted Material in any manner whatsoever without compensation or attribution to you.  You also grant to Wing the right, at its sole discretion, to use your name in connection with the Submitted Materials and other information as well as in connection with all advertising, marketing and promotional material related to such material and information. Use of such Submitted Material shall not require permission from or payment to you or to any other person or entity. You agree that Wing is not under any obligation of confidentiality, express or implied, with respect to the Submitted Material. You agree that you shall have no recourse against Wing for any alleged or actual infringement or misappropriation of any proprietary right in Submitted Material and that the submission of any Submitted Material to Wing, including the posting of materials to any forum or interactive area on the Services, irrevocably waives any and all “moral rights” in such materials. You represent and warrant that you own or otherwise control all of the rights to the Submitted Material that you post, that the Submitted Material is accurate and, that use of the Submitted Material you supply does not violate these Terms and will not cause injury to any person or entity.

14. ACCEPTABLE USE

You agree to use our Services and the Content (whether provided by us or others), as well as any Software provided in connection with the Services, in a manner consistent with all applicable laws and regulations. Additionally, you will not take any of the following actions with respect to our Services, related Software, or Content, nor will you use our Services or related Software to upload, post, email, distribute, transmit, link, solicit or otherwise make available any Content or use our Services in any manner that:

  1. is unlawful, threatening, libelous, defamatory, obscene, pornographic, or is otherwise objectionable to us in our sole discretion;
  2. infringes upon someone else's patent, trademark, trade secret, copyright or other intellectual property or other rights;
  3. removes any proprietary notices or labels on the Content;
  4. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party;
  5. is deceptive in a manner that is criminal or that is otherwise objectionable to us in our sole discretion, such as an offer to sell fraudulent goods or an impersonation of any person or entity or a misrepresentation of an affiliation with a person or entity;
  6. specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband;
  7. constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication;
  8. interferes with others using the Services;
  9. is off-topic according to the description of the group, forum or webpage;
  10. contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment;
  11. contains a charity request, petitions for signatures, chain letters or letters relating to a pyramid scheme;
  12. disrupts, interferes or inhibits any other user from enjoying the Services or other affiliated or linked websites, material, contents, products and/or services;
  13. uses any robot, spider, or other such programmatic or automatic device, including, but not limited to, automated dial-in or inquiry devices, to obtain information from the Services or otherwise monitor or copy any portion of the Services, products and/or services;
  14. creates a false identity for the purpose of misleading others;
  15. prepares, compiles, uses, downloads or otherwise copies any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party;
  16. uses any Wing domain name as a pseudonymous return email address;
  17. contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose (e.g., classified bulletin board);
  18. provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
  19. attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the Software or any Content or the Services;
  20. reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Services or Content, use of the Services, or access to the Services;
  21. publishes, publicly performs or displays, or distributes to any third party any Content, including reproduction on any computer network or broadcast or publications media;
  22. systematically collects and uses any Content including the use of any data mining, scraping, or similar data gathering and extraction methods;
  23. makes derivative uses of the Services or the Content;
  24. uses, frames, or utilizes framing techniques to enclose any portion of the Services (including the images found at the Services or any text or the layout/design of any page or form contained on a page); and/or
  25. modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate our Services. For purposes of these Terms, "reverse engineering" shall include the examination or analysis of the Services to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Services’ underlying technology.

Unless you are participating in an area of the Services that requires or encourages anonymity, we encourage you to use your real name.

15. SITE SECURITY

Violating the security of our Services is prohibited and may result in criminal and civil liability.  Wing may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected.  Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Services or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.

16. GEOGRAPHICAL RESTRICTIONS

Unless expressly and specifically stated otherwise on the Services, Wing provides the Services for use only by persons located within the United States. Wing makes no representation that all products, services and/or material described on the Services are appropriate or available for use in locations outside the United States or all territories within the United States. Those who choose to access our Services from other locations do so of their own initiative and are responsible for compliance with local laws. Certain companies affiliated with Wing provide services and operate websites in various other countries throughout the world, some of which websites may be linked to from our Services. Any such international websites will be governed by their own terms of use and privacy policies and not by these Terms.

17. GENERAL PRACTICE REGARDING USE AND STORAGE

You acknowledge that Wing may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Services, the maximum number of email messages that may be sent from or received by an account on the Services, the maximum size of any email message that may be sent from or received by an account on the Services, the maximum disk space that will be allotted on Wing's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time.  Your use of the Services constitutes your consent to allow Wing to store electronic communications on its servers. You agree that Wing has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Services. You acknowledge that Wing reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Wing reserves the right to modify these general practices and limits from time to time.

18. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF OUR SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SERVICES, ANY RELATED SERVICE OR SOFTWARE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. OUR SERVICES, INCLUDING ANY CONTENT, SOFTWARE OR INFORMATION CONTAINED WITHIN THE SERVICES AND ANY RELATED SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.  WING AND ITS CO-BRANDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
  2. WING AND ITS CO-BRANDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES MAKE NO WARRANTY THAT:  (i) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (ii) MATERIALS, SOFTWARE OR CONTENT AVAILABLE FOR DOWNLOAD FROM THE SERVICES ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE; (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE; (v) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS; AND (vi) ANY ERRORS IN OUR SERVICES OR SOFTWARE WILL BE CORRECTED.
  3. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF OUR SERVICES OR OUR SOFTWARE.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WING OR THROUGH OR FROM OUR SERVICES SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED BY MEANS OF OUR SERVICES SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION.

19. ENFORCEMENT

Wing reserves the right but does not assume the obligation to strictly enforce these Terms, including without limitation by issuing warnings, suspension, or termination of access to the Services and/or services, and/or by removing, screening, or editing of Content, or by engaging in self-help and active investigation, litigation and prosecution in any court or other appropriate venue.

Wing may access, use, and disclose transaction information and any Content provided by you to comply with the law (e.g., a lawful subpoena) or based on Wing's reasonable judgment that disclosure is necessary, or to enforce or apply our agreements (including these Terms), to initiate, render, bill, and collect for services, to protect our rights or property, or to protect users of Wing's services, the Services and other persons or entities from fraudulent, abusive, or unlawful use of the Services or any such services. INDIRECT, ATTEMPTED OR ACTUAL VIOLATIONS OF THESE TERMS OR ANY RELATED POLICY BY YOU OR ANY THIRD PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THESE TERMS BY YOU.

20. LIMITATION OF LIABILITY

IN NO EVENT SHALL WING, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (i) THE USE OR INABILITY TO USE THE SERVICES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SERVICES; (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, OR PRODUCTS ON OR AVAILABLE THROUGH THE SERVICES; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; (vi) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS,PLAGUES, EPIDEMICS, PANDEMICS (AND, IN PARTICULAR, CORONAVIRUS 2019, POPULARLY KNOWN AS “COVID-19”), COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (vii) ANY OTHER MATTER RELATING TO OUR SERVICES, EVEN IF WING OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.  IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF WING UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

21. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Wing and its underlying content and service providers, licensors and suppliers, and each of their respective subsidiaries, affiliates, officers, agents, and employees, from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, made or sought by any third party due to or arising out of Submitted Material or any other content you submit, post or upload to or transmit through our Services, your use of our Services, your connection to our Services, your violation of these Terms, or your violation of any law or the rights of another. These obligations will survive any termination of your relationship with Wing or your use of our Services. Wing reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with Wing in asserting any available defenses.

22. TERMINATION/SUSPENSION

You agree that Wing may immediately terminate or suspend your account, any associated email address, and access to all or any part of the Services or change your password without notice.  Cause for such termination, suspension or change shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any part thereof,) (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) engagement by you in fraudulent or illegal activities. Termination of your account includes (or, if Wing elects instead to suspend your account, may include any one or more of the following) (a) removal of access to all offerings within the Services, (b) deletion of your password and all related information, files and other content associated with or inside your account (or any part thereof) and (c) barring of further use of the Services.  You agree that all terminations and suspensions for cause shall be made in Wing's sole discretion and that Wing shall not be liable to you or any third party for any termination or suspension of your account, loss of storage, any associated email address, or access to the Services. Further, Wing reserves the right, to immediately terminate or suspend your account, any associated email address, and access to the Services at any time for any reason and without notice to you in its sole discretion.

23. MISCELLANEOUS

Wing's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.  These Terms shall be governed and construed in accordance with the laws of the State of New York, notwithstanding its conflicts of law principles. You agree that any legal action or proceeding between Wing and you for any purpose concerning these Terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York. Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Agreement. Wing may assign its rights and duties under this Agreement to any party at any time without notice to you. Your rights and duties under these Terms are not assignable by you without written consent of Wing.  These Terms do not provide any third party with a remedy, claim, or right of reimbursement.  You must file any claim or suit related to our Services within one year after it arises.

24. MANDATORY ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Application. You and Wing agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 24 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at classactionarbitration@wingalpha.com, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Wing, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in the section below entitled, “Exception: Litigation of Intellectual Property and Small Claims Court Claims”) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.

Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (c) Send one copy of the Demand for Arbitration to us at: Wing Tel Inc., 228 Park Ave S, PMB 70192, New York, New York 10003-1502 US

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Wing will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Wing will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in New York County, New York, United States, and you and Wing agree to submit to the personal jurisdiction of any federal or state court in New York County, New York in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND WING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to at classactionarbitration@wingalpha.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of (a) the Effective Date of these Terms; or (b) your first date that you used the Services that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Wing also will not be bound by them.

Changes to This Section. Wing will provide thirty (30) days' notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.

Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.