WINDSPEED

Legal

Terms of Service

Last updated: April 6, 2025

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Windspeed (“Company,” “we,” “us,” or “our”) governing your access to and use of the Platform, including all content, features, and services offered through windspeed.io (“Platform”).

By accessing or using the Platform, submitting a role request, applying to the talent network, or entering into any engagement arranged through the Platform, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, do not use the Platform.

2. Definitions

  • “Client” means any individual or entity that uses the Platform to source, evaluate, or engage Growth Assistants.
  • “Growth Assistant” or “Talent” means an independent contractor who has applied to and been accepted into the Windspeed network and is made available for engagements via the Platform.
  • “Engagement” means any work arrangement facilitated through the Platform between a Client and a Growth Assistant.
  • “Fees” means all amounts payable to Windspeed in connection with an Engagement or Platform services.
  • “Confidential Information” means any non-public information disclosed by one party to another in connection with the Platform or an Engagement.

3. Platform Services

Windspeed provides a talent matching, vetting, and engagement management platform. Our services include:

  • Recruiting, screening, and vetting Growth Assistants
  • Matching Clients with pre-vetted Growth Assistants
  • Facilitating Engagement setup and onboarding
  • Processing payments and managing contractor compliance
  • Providing ongoing engagement support

Windspeed acts as an intermediary and engagement manager. Windspeed is not a party to the substantive work performed under an Engagement and does not guarantee any particular outcome, revenue, or business result arising from an Engagement.

4. Independent Contractor Relationship

Growth Assistants are independent contractors, not employees, agents, or partners of Windspeed. Windspeed does not supervise, direct, or control the manner or means by which Growth Assistants perform work. Clients are responsible for defining the scope of work and managing the day-to-day relationship with their assigned Growth Assistant.

Nothing in these Terms creates any employment, joint venture, franchise, or agency relationship between Windspeed and any Client or Growth Assistant. Each party is solely responsible for its own tax obligations arising from an Engagement.

5. Client Obligations

By using the Platform as a Client, you agree to:

  • Provide accurate and complete information about your role requirements
  • Treat Growth Assistants with respect and in compliance with applicable laws
  • Pay all Fees on time in accordance with your agreed payment schedule
  • Not directly solicit, hire, or engage any Growth Assistant introduced through the Platform outside of the Platform without Windspeed's prior written consent during the Engagement and for twelve (12) months thereafter
  • Keep Confidential Information of Growth Assistants and Windspeed strictly confidential
  • Comply with all applicable laws, including employment, anti-discrimination, data protection, and export control laws
  • Not use the Platform for any unlawful, harmful, or deceptive purpose

6. Talent Obligations

By applying to or participating in the Windspeed network, you agree to:

  • Provide accurate, truthful, and complete information in your application and profile
  • Perform all Engagement work to a professional standard and in compliance with agreed deliverables
  • Maintain confidentiality of Client information and not disclose it to any third party
  • Not independently solicit or accept work from Clients introduced through the Platform outside of the Platform for twelve (12) months following the conclusion of an Engagement without Windspeed's prior written consent
  • Comply with all applicable laws, including tax, data protection, and intellectual property laws
  • Promptly notify Windspeed of any conflict of interest or material change to your professional circumstances

7. Fees and Payment

Fee arrangements, billing cycles, and payment terms are set out in the applicable order form or engagement agreement entered into between Windspeed and the Client. All Fees are exclusive of applicable taxes unless stated otherwise. Late payments may attract interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

Windspeed reserves the right to suspend or terminate access to the Platform for non-payment. All Fees paid are non-refundable except as expressly stated in the relevant engagement agreement or as required by applicable consumer law.

8. Intellectual Property

8.1 Platform IP

All content, software, trademarks, trade names, logos, and other intellectual property on the Platform are owned by or licensed to Windspeed. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purposes. You must not copy, modify, distribute, reverse-engineer, or create derivative works from any part of the Platform without our prior written consent.

8.2 Work Product

Ownership of work product created by a Growth Assistant during an Engagement is governed by the applicable engagement agreement between the Client and the Growth Assistant. Unless explicitly agreed otherwise in writing, work product is licensed to the Client for use within the scope of the Engagement only. Windspeed makes no representations or warranties regarding ownership of work product.

9. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the Platform or an Engagement, and not to use such information for any purpose other than as contemplated by these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without reference to the Confidential Information; or (d) must be disclosed by law or court order, provided prompt written notice is given where legally permitted.

10. Representations and Warranties

Each party represents and warrants that: (a) it has full legal capacity and authority to enter into these Terms; (b) its use of the Platform will comply with all applicable laws and regulations; and (c) it will not use the Platform to infringe any third-party intellectual property rights, violate any person's privacy, or engage in any fraudulent or deceptive conduct.

THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WINDSPEED EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WINDSPEED DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY PARTICULAR MATCH WILL MEET YOUR REQUIREMENTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • WINDSPEED'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO WINDSPEED IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED US DOLLARS (USD $100).
  • IN NO EVENT SHALL WINDSPEED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF WINDSPEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Windspeed and its officers, directors, employees, contractors, agents, licensors, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of or access to the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or third-party right; (d) any Engagement between you and another user; or (e) any content or information you submit to the Platform.

13. Term and Termination

These Terms remain in effect for as long as you use the Platform. Windspeed may suspend or terminate your access to the Platform at any time, with or without cause, with or without notice. You may stop using the Platform at any time.

Upon termination: (a) all licences granted to you under these Terms immediately cease; (b) you must cease all use of the Platform; and (c) any provisions that by their nature should survive termination (including Sections 8, 9, 11, 12, 14, and 15) shall survive. Termination does not relieve either party of obligations incurred prior to termination, including outstanding payment obligations.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or the Platform that cannot be resolved by good-faith negotiation within thirty (30) days shall be finally resolved by binding arbitration administered under the rules of the American Arbitration Association (“AAA”) by a single arbitrator. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

CLASS ACTION WAIVER: YOU AND WINDSPEED EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

15. General Provisions

  • Entire Agreement. These Terms, together with the Privacy Policy and any applicable engagement agreement, constitute the entire agreement between you and Windspeed with respect to the Platform and supersede all prior or contemporaneous communications and proposals.
  • Amendments. Windspeed may update these Terms at any time. Material changes will be notified via the Platform or email at least fourteen (14) days before taking effect. Your continued use of the Platform after the effective date constitutes acceptance.
  • Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.
  • Waiver. Failure by Windspeed to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
  • Assignment. You may not assign or transfer your rights or obligations under these Terms without Windspeed's prior written consent. Windspeed may assign these Terms without restriction.
  • Force Majeure. Windspeed is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, or internet infrastructure failures.
  • Notices. Notices to Windspeed must be sent to legal@windspeed.io. Windspeed may provide notices to you via the email address associated with your account or via a notice posted on the Platform.

16. Contact

For questions about these Terms, please contact us at:

Windspeed
Email: legal@windspeed.io