Terms of Service

A "Customer" is a childcare provider or other organization that subscribes to or is otherwise authorized to use WingBook™.

An "Authorized User" is a person permitted to access WingBook™ through a Customer.

Authorized Users may include:

• owners;
• directors;
• administrators;
• teachers;
• staff;
• parents;
• guardians; and
• other persons invited or authorized by a Customer.

If you accept these Terms on behalf of a Customer, you represent that you have authority to bind that Customer.

WingBook™ provides software.

WingBook™ does not operate the Customer's childcare program.

The Customer remains responsible for:

• enrollment decisions;
• staffing;
• childcare supervision;
• medical decisions;
• health and safety decisions;
• licensing compliance;
• regulatory compliance;
• billing decisions involving families;
• childcare policies; and
• interactions with children and families.

Use of WingBook™ does not transfer those responsibilities to WingBook™.

Customers may invite parents, guardians, employees, teachers, or other users to access portions of WingBook™.

Authorized Users must:

• provide accurate information;
• protect account credentials;
• use WingBook™ only for authorized purposes;
• comply with applicable Customer policies;
• respect the privacy of other users; and
• notify WingBook™ or the Customer of suspected unauthorized access.

Customers may modify or terminate an Authorized User's access.

Children may be represented through profiles within WingBook™ but may not create or independently operate WingBook™ accounts.

Child profiles must be created and administered by authorized adults.

WingBook™ may present these Terms, the Privacy Policy, the Data Processing Addendum, or related agreements electronically.

Electronic acceptance, including acceptance through a checkbox, account activation, digital signature, or other affirmative electronic action, may constitute an agreement to the applicable terms.

WingBook™ may retain records of:

• the user accepting the agreement;
• the applicable agreement version;
• the date and time of acceptance; and
• related account information.

WingBook™ may offer:

• monthly subscriptions;
• annual subscriptions;
• add-on products;
• optional features;
• beta products; and
• other plans.

The features available to a Customer depend on the subscription purchased.

Unless otherwise stated at purchase, paid subscriptions renew automatically until canceled.

Monthly subscriptions generally renew monthly.

Annual subscriptions generally renew annually.

By purchasing a recurring subscription, the Customer authorizes WingBook™ and its payment processor to charge the applicable payment method at renewal.

WingBook™ will use reasonable efforts to provide advance notice before renewal of an annual subscription.

Customers may cancel a subscription using available account tools or by contacting WingBook™.

Unless otherwise stated:

• cancellation becomes effective at the end of the current paid billing period;
• access continues through the end of that period;
• cancellation does not create a refund for amounts already paid; and
• outstanding charges remain payable.

Except where required by law or expressly stated otherwise, WingBook™ subscription charges are non-refundable.

WingBook™ may issue refunds or credits in its discretion.

If WingBook™ permanently discontinues substantially all of a prepaid Service before the end of a Customer's prepaid term for reasons unrelated to the Customer's breach, WingBook™ will provide a reasonable pro-rata refund for the unused prepaid period.

WingBook™ may change prices.

For existing subscriptions, WingBook™ will provide reasonable advance notice before a material price increase applies to a subsequent renewal.

WingBook™ generally intends to provide at least 30 days' notice before a material price increase applies to an existing recurring subscription.

Payments are processed through Stripe or another designated payment processor.

WingBook™ does not directly store complete payment-card or bank-account numbers.

Customers are responsible for:

• applicable subscription fees;
• applicable taxes; and
• amounts otherwise agreed at purchase.

As between WingBook™ and Customer, Customer retains its rights in identifiable Customer Data.

These Terms do not transfer ownership of:

• child records;
• family records;
• employee records;
• health records;
• provider records; or
• other identifiable Customer Data

to WingBook™.

Customer grants WingBook™ a non-exclusive, worldwide right and license to host, store, copy, transmit, display, organize, analyze, modify, and otherwise process Customer Data as reasonably necessary to:

• provide the Services;
• perform Customer instructions;
• authenticate users;
• support Customer accounts;
• maintain and secure the Services;
• troubleshoot problems;
• prevent misuse;
• comply with law;
• provide support; and
• develop, test, repair, secure, or improve the Services to the extent permitted by applicable law and WingBook™'s Privacy Policy.

WingBook™ may use Customer Data internally where reasonably necessary and proportionate to:

• develop products;
• improve products;
• repair technology;
• identify defects;
• test functionality;
• maintain security; and
• improve the Services.

Where reasonably practicable, WingBook™ will use de-identified, aggregated, minimized, or sampled information rather than identifiable child or family information.

WingBook™ will not use identifiable child health records or similar sensitive child information for advertising or unrelated marketing.

WingBook™ may create de-identified, anonymous, statistical, or aggregated data from use of the Services.

WingBook™ may use this information for:

• analytics;
• product development;
• research;
• benchmarking;
• industry insights;
• business planning;
• security;
• service improvement;
• marketing insights; and
• development of future WingBook™ products.

WingBook™ may retain de-identified or aggregated information after underlying Customer Data is deleted.

Customer represents that it has lawful authority to submit Customer Data to WingBook™ and instruct WingBook™ to process that information.

Customer is responsible for:

• required privacy notices;
• parental permissions;
• employee notices;
• consents required by law;
• determining who may access Customer Data;
• maintaining required childcare records; and
• complying with applicable childcare, privacy, employment, and licensing laws.

WingBook™ may rely upon Customer's lawful instructions.

Customers should not upload personal information that is not reasonably necessary for their use of WingBook™.

Unless a specific WingBook™ feature expressly requires it, Customers should not use WingBook™ to store:

• Social Security numbers;
• complete payment-card numbers;
• complete bank-account credentials;
• account passwords;
• unrelated medical records; or
• other sensitive information that has no reasonable relationship to childcare operations.

Each party may receive non-public information from the other party.

"Confidential Information" includes information that reasonably should be understood as confidential given its nature and the circumstances of disclosure.

Customer Data is Customer Confidential Information.

WingBook™ Confidential Information may include:

• non-public product information;
• source code;
• security information;
• pricing proposals;
• technical architecture; and
• business plans.

The receiving party will:

• use Confidential Information only for the parties' relationship;
• protect it using reasonable care;
• limit access to persons with a legitimate need to know; and
• not disclose it except as permitted by these Terms or required by law.

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

• was lawfully known without confidentiality restrictions;
• becomes public without violation of these Terms;
• is received lawfully from another source without confidentiality restrictions; or
• was independently developed without use of the other party's Confidential Information.

WingBook™'s Data Processing Addendum is incorporated into these Terms for processing of Customer Personal Data performed by WingBook™ on behalf of a Customer.

If the Data Processing Addendum conflicts with these Terms regarding such processing, the Data Processing Addendum controls.

Customers are responsible for:

• designating account administrators;
• assigning appropriate user permissions;
• reviewing access;
• removing access when no longer necessary; and
• maintaining control of administrator credentials.

Customers should promptly remove former employees or other individuals who no longer require access.

WingBook™ maintains security measures described in its Privacy Policy, Data Processing Addendum, and Trust & Security materials.

Customers and Authorized Users are responsible for:

• maintaining secure credentials;
• using appropriate permissions;
• protecting access devices;
• promptly reporting suspected account compromise; and
• not sharing credentials with unauthorized users.

WingBook™ and its licensors retain all rights in:

• WingBook™ software;
• source code;
• object code;
• product architecture;
• interfaces;
• workflows;
• templates;
• branding;
• logos;
• product names;
• scoring methodologies;
• mock-inspection methodologies;
• documentation;
• algorithms; and
• improvements to the foregoing.

No ownership in WingBook™ software is transferred to Customer.

Subject to these Terms and applicable payment obligations, WingBook™ grants Customer a limited, non-exclusive, non-transferable right to use the Services during the applicable subscription period for Customer's internal business operations.

Customer may authorize its Authorized Users to use the Services within the permissions established by Customer.

Customer may use reports, exports, observations, summaries, and other outputs generated by WingBook™ from Customer Data for Customer's childcare operations, subject to applicable law.

Customer's right to use an output does not transfer ownership of the underlying WingBook™ software, scoring methodology, templates, or technology.

AI-generated output may not be unique and similar output may be generated for other customers.

If Customer or an Authorized User voluntarily provides:

• ideas;
• suggestions;
• feature requests;
• recommendations; or
• other feedback

about WingBook™, WingBook™ may use that feedback without restriction or compensation.

Feedback does not include Customer's ownership of identifiable Customer Data.

WingBook™ will not use a Customer's name, logo, identifiable Quality Score, testimonial, or similar endorsement in public marketing without the Customer's authorization.

Customer may grant that authorization separately.

Users may not:

• use WingBook™ unlawfully;
• access accounts without authorization;
• attempt to bypass permissions;
• probe or compromise security;
• introduce malware;
• disrupt the Services;
• scrape WingBook™ at scale without authorization;
• reverse engineer WingBook™ except where the restriction is prohibited by law;
• resell or sublicense WingBook™ without permission;
• submit information they do not have authority to process;
• use WingBook™ to harass or harm others; or
• use WingBook™ in violation of applicable privacy, childcare, employment, or other laws.

Optional integrations may be governed by third-party terms.

Users are responsible for authorizing integrations they choose to enable.

WingBook™ is not responsible for outages or independent conduct of a third-party service outside WingBook™'s reasonable control.

Certain WingBook™ features use artificial intelligence or automated technologies.

AI output may be inaccurate, incomplete, or inappropriate for a particular situation.

AI features do not provide:

• medical advice;
• legal advice;
• regulatory advice;
• diagnosis;
• official licensing determinations; or
• guaranteed outcomes.

Customers remain responsible for reviewing AI-assisted output.

WingBook™'s compliance tools are designed to assist providers with organization and self-assessment.

WingBook™ does not guarantee that use of the Services will make a Customer compliant with childcare regulations.

Mock inspections are not official state inspections.

Quality Score and similar WingBook™ metrics are proprietary WingBook™ assessment tools.

They are not:

• government-issued ratings;
• licensing decisions;
• guarantees of childcare quality;
• guarantees of regulatory compliance; or
• predictions of official inspection results.

Unless Customer separately authorizes publication, an identifiable Customer's Quality Score is intended for use within the Customer's WingBook™ experience and related direct communications with that Customer.

Developmental and observation tools are intended for educational and childcare communication purposes.

They are not diagnostic tools.

They do not replace evaluation by medical, developmental, educational, psychological, or therapeutic professionals.

WingBook™ may provide beta, experimental, pilot, preview, or early-access functionality.

These features may:

• change without notice;
• contain errors;
• be incomplete;
• have limited support; or
• be discontinued.

Beta features are provided on an "as is" basis.

Unless expressly stated in a separate written agreement, WingBook™ does not guarantee:

• a particular uptime percentage;
• a specific support-response time;
• a specific backup interval;
• a specific recovery time; or
• a specific recovery-point objective.

WingBook™ may perform maintenance, updates, migrations, and security work.

WingBook™ may suspend access when reasonably necessary because of:

• nonpayment;
• fraud;
• unlawful activity;
• material breach of these Terms;
• security threats;
• misuse of the Services; or
• material risk to WingBook™ or other users.

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

Immediate suspension may occur where necessary to protect security, children, users, WingBook™ systems, or applicable legal obligations.

Either party may terminate an applicable agreement for material breach if the other party fails to cure the breach within a reasonable period after written notice.

WingBook™ may terminate immediately where a breach:

• cannot reasonably be cured;
• involves fraud or unlawful activity; or
• creates a material security or safety risk.

Customer is responsible for preserving records it is legally required to maintain.

Unless otherwise agreed, Customer may request export of Customer Data for up to 60 days following subscription termination or expiration.

After that period WingBook™ may delete or de-identify Customer Data in accordance with the Privacy Policy and Data Processing Addendum.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

WINGBOOK™ DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WINGBOOK™ DOES NOT WARRANT THAT:

• THE SERVICES WILL ALWAYS BE AVAILABLE;
• ALL OUTPUT WILL BE ACCURATE;
• ALL DATA WILL BE FREE OF ERROR;
• USE OF WINGBOOK™ WILL GUARANTEE REGULATORY COMPLIANCE;
• USE OF WINGBOOK™ WILL GUARANTEE A PARTICULAR LICENSING RESULT; OR

USE OF WINGBOOK™ WILL PRODUCE A PARTICULAR BUSINESS OR CHILDCARE OUTCOME.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF THESE TERMS.

EXCEPT AS PROVIDED BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WINGBOOK™ DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

FOR CLAIMS ARISING FROM A PARTY'S MATERIAL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR WINGBOOK™'S MATERIAL BREACH OF ITS DATA-PROTECTION OBLIGATIONS, THE AGGREGATE CAP WILL BE TWO TIMES THE FEES PAID OR PAYABLE DURING THAT 12-MONTH PERIOD.

THESE LIMITATIONS DO NOT APPLY TO:

• CUSTOMER'S PAYMENT OBLIGATIONS;
• A PARTY'S FRAUD OR WILLFUL MISCONDUCT;
• CUSTOMER'S UNAUTHORIZED USE OF WINGBOOK™ INTELLECTUAL PROPERTY; OR

LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

Customer will defend and indemnify WingBook™ against third-party claims to the extent caused by:

• Customer's unlawful operation of its childcare program;
• Customer Data submitted without legal authority;
• Customer's material violation of applicable privacy or childcare law;
• Customer's infringement of a third party's rights through material supplied by Customer; or
• Customer's material breach of these Terms.

Customer has no indemnity obligation to the extent a claim was caused by WingBook™'s own breach, negligence, or misconduct.

WingBook™ will defend Customer against a third-party claim alleging that Customer's authorized use of the unmodified WingBook™ Services infringes that third party's United States patent, copyright, or trademark rights.

WingBook™ may, at its option:

• obtain the right for Customer to continue using the affected Service;
• modify or replace the affected Service so it is non-infringing; or
• terminate the affected Service and refund the unused prepaid portion.

WingBook™ has no obligation for claims caused by:

• Customer Data;
• unauthorized modifications;
• combination with products not supplied or approved by WingBook™ where the claim would not otherwise exist;
• continued use after WingBook™ provides a non-infringing replacement; or
• Customer's violation of these Terms.

Neither party will be liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

Such events may include:

• natural disasters;
• widespread Internet failures;
• utility failures;
• government actions;
• war;
• terrorism;
• civil unrest;
• labor disruptions;
• widespread cloud-provider outages; or
• similar events.

These Terms are governed by the laws of the State of New Hampshire without regard to conflict-of-law rules.

The parties consent to the jurisdiction of state and federal courts located in New Hampshire for disputes arising out of these Terms, unless applicable law requires otherwise.

Customer may not assign its agreement with WingBook™ without WingBook™'s prior consent, except in connection with a merger, corporate reorganization, or sale of substantially all of Customer's business, provided the successor agrees to assume Customer's obligations.

WingBook™ may assign its agreement in connection with a merger, financing, restructuring, acquisition, or sale of substantially all of its business or assets.

WingBook™ may update these Terms.

Material changes will be communicated by reasonable means.

Changes that materially affect an existing paid subscription will generally apply prospectively.

Where legally required, WingBook™ will obtain new acceptance rather than relying solely on continued use.

These Terms, the applicable order or checkout terms, the Privacy Policy, and the Data Processing Addendum constitute the parties' agreement concerning the Services unless the parties sign another written agreement.

If any provision is determined to be unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law.

WingBook LLC

hello@mywingbook.com