Winback.
VERSION
1.0
EFFECTIVE
2 September 2026
APPLIES TO
Service Orders citing v1.0
GOVERNING LAW
New York
These Terms are incorporated by reference into each signed Service Order—a Proposal & Agreement, Statement of Work, or Exhibit. Together, a Service Order and the version of these Terms it names form the whole agreement. Version 1.0 governs every Service Order that cites it, for that engagement’s full duration, whatever is published here later.
0
Definitions and How These Terms Apply
Service Order
A “Service Order” is any document signed by both Parties that describes services to be performed and references these Terms — including any document titled Proposal & Agreement, Statement of Work, or Exhibit. Each Service Order specifies its own scope, fees, timelines, term, and any termination rights particular to it.
Versioning
These Terms are versioned and dated. The version identified in a Service Order is the version that governs that Service Order for its entire duration. Winback may publish revised Terms at any time, but a revision does not apply to an existing Service Order unless the Parties agree in writing. Superseded versions remain available on request.
Order of precedence
If a Service Order conflicts with these Terms, the Service Order controls for the engagement it describes.
Reference copy
These Terms are published at winback.pro/terms . Winback will provide a PDF of the governing version on request, at any time.
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Services
Performance of Services
Winback will perform the services described in each Service Order (the “Services” ) in a competent, professional, and workmanlike manner consistent with industry standards. Unless a Service Order expressly states otherwise, dates and timelines are estimates only.
Personnel
Winback reserves the right to designate specific, capable personnel of its choosing to handle Client’s account.
Client responsibilities
In addition to any responsibilities set out in a Service Order, Client will: — provide timely access to platforms, information, content, and approvals; — maintain data integrity, system permissions, and internal workflows needed for Winback to perform the Services; — provide offers, product updates, and brand direction as needed.
Compliance with law
Each Party is responsible for its own compliance with applicable laws. Client remains the “sender of record” for all marketing campaigns unless a Service Order states otherwise.
Additional scope
Work outside the scope defined in a Service Order will be scoped and approved separately in writing before work begins.
Third-party platform fees
Unless a Service Order states otherwise, fees for third-party platforms and tools used in delivering the Services are contracted with and billed directly to Client by those vendors and are not included in Winback’s fees.
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Compensation
Fees and invoicing
Winback may invoice monthly or as stated in a Service Order. Unless the Service Order states otherwise, invoices are due net 30 days from the date of invoice. Where automatic payment has been established pursuant to Section 2.5, Winback will issue each invoice as a notification of the charge and initiate the corresponding ACH debit on or after the invoice date. The invoice serves as a record of the charge, not a request for manual payment.
Late payments
A payment is considered late if: (a) a manual payment is not received within 30 days of the invoice date; or (b) an automatic ACH debit fails and the outstanding amount is not resolved within 10 business days of written notice from Winback. Late payments incur: Winback may suspend the Services for any invoice that remains unpaid for more than 30 days. — a $75 administrative fee per occurrence; and — interest at 1.5% per month (or the maximum rate permitted by law) on any amount remaining unpaid beyond the applicable cure period.
Expenses
Client shall reimburse reasonable, pre-approved, out-of-pocket expenses as set forth in the applicable Service Order.
Taxes
Client is responsible for all applicable taxes except those based on Winback’s net income.
Payment authorization (ACH direct debit)
Where a Service Order provides for automatic payment, Client authorizes Winback to initiate ACH direct debit entries from Client’s designated bank account for all fees due under that Service Order. To establish automatic payment, Client will provide valid bank account information through Winback’s designated payment processor (currently Stripe). By providing such information, Client consents to the recurring debiting of Client’s bank account in accordance with the invoicing terms of the applicable Service Order. Winback will only initiate an ACH debit for fees corresponding to Services performed or a period of active engagement under that Service Order. This authorization remains in effect for the duration of the applicable Service Order. Revocation of ACH authorization constitutes notice of termination of that Service Order and is subject to the termination notice period specified in it. Similarly, delivery of a termination notice under a Service Order automatically revokes this authorization effective as of the termination date, with no separate revocation required. Client is responsible for maintaining sufficient funds in the designated account. Any fees incurred by Winback as a result of a failed or reversed ACH transaction (including but not limited to bank return fees and processing fees) may be passed through to Client.
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Intellectual Property
Client materials
Client retains all ownership rights to content, data, trademarks, brand assets, and intellectual property it provides to Winback.
Winback Background IP
Winback retains all rights to its pre-existing assets, tools, templates, workflows, code, segmentation frameworks, deliverability tooling, and methodologies ( “Winback Background IP” ).
Work Product ownership
Upon Client’s full payment of fees relating to a Service Order, Client owns all custom “Work Product” created specifically for Client under that Service Order, excluding Winback Background IP and general Winback improvements (items refined or created that do not contain Client Confidential Information). Winback grants Client a perpetual, non-exclusive, royalty-free license to use Winback Background IP solely as embedded in the Work Product.
Portfolio license
Client grants Winback a non-exclusive, royalty-free license to reference Client’s name, logo, and non-confidential aspects of the work for portfolio, marketing, and educational purposes. Winback will not disclose Client Confidential Information.
Client responsibility for use of Work Product
Client shall be solely responsible for its use and exploitation of any Work Product and all risks and liabilities associated therewith. Client shall comply with all applicable laws with respect to such use and exploitation. Client shall protect, defend, indemnify and hold harmless Winback (and its directors, officers, employees, affiliates, agents and contractors) from and against any and all claims, suits, proceedings, damages, losses, expenses (including reasonable attorney fees) and any other liabilities arising from any use or exploitation of the Work Product by or for Client or its affiliate in violation of the Agreement, including without limitation any failure to comply with applicable laws with respect to such use or exploitation.
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Confidentiality
Each Party shall protect the other’s Confidential Information using reasonable care and may use such information only to perform its obligations under the Agreement. Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, or lawfully obtained from a third party.
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Indemnification; Warranties; Limitation of Liability
Indemnification by Winback
Winback will indemnify Client against third-party claims to the extent arising from: — bodily injury or damage to tangible property caused by Winback; — gross negligence or willful misconduct in performing the Services; — Winback’s deployment of content to an audience segment or at a time not authorized in writing by Client; or — infringement of third-party intellectual property rights by materials sourced or created solely by Winback that were not provided or approved by Client.
Indemnification by Client
Client will indemnify Winback against third-party claims arising from: — Client’s content, data, targeting, audience selection, or consent practices; — Client’s breach of the Agreement; — violations of marketing, privacy, or data protection laws by Client; or — any content, copy, creative, or campaigns reviewed and approved by Client prior to deployment.
No warranties
Except as expressly stated in a Service Order: the Services and deliverables are provided “as is.”
Limitation of liability
Except for confidentiality breaches, indemnification obligations, or gross negligence or willful misconduct: Neither Party is liable for indirect, incidental, special, consequential, exemplary, or lost-profits damages. Each Party’s total liability under the Agreement shall not exceed the total fees paid or payable by Client under the applicable Service Order in the 12 months preceding the claim.
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Term and Termination
Term
These Terms apply from the effective date of the first Service Order that references them and continue until every Service Order referencing them has expired or been terminated. Each Service Order defines its own term and any termination rights particular to it.
Termination for breach
Either Party may terminate the Agreement or any Service Order for material breach not cured within five (5) days of written notice.
Effect of termination
Upon termination: — Client must pay all fees accrued up to the termination date; — Confidential Information must be returned or destroyed; — Sections intended to survive will remain in effect.
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General Provisions
Governing law; dispute resolution
The Agreement is governed by the laws of New York, without reference to any conflict of laws principles that would require the application of the laws of any other state. Any dispute, controversy, difference or claim which may arise between the Parties out of or in connection with the Agreement shall be finally and exclusively settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision and award determined by such arbitration will be final and binding upon the Parties. Notwithstanding any of the foregoing to the contrary, either Party may seek interim injunctive or similar equitable relief in a court of competent jurisdiction pending the outcome of any arbitration hereunder. Except where clearly prevented by the area in dispute and except as expressly stated in the Agreement, the Parties agree to continue performing their respective obligations under the Agreement until the dispute is resolved.
Independent contractors
Winback’s relation to Client under the Agreement is that of an independent contractor. Nothing in the Agreement is intended or should be construed to create an employer-employee, joint venture, partnership or similar relationship between Client and Winback. Neither Party is an agent of the other Party and, except to the extent expressly authorized in writing, neither Party is authorized to make any commitment or otherwise act on behalf of or bind the other Party. Each Party will be solely responsible for the withholding and payment of all federal, state and local income, social security and unemployment taxes, salaries and other payments required to be made by it in accordance with applicable law for or on behalf of its respective employees and consultants. In its capacity as an independent contractor, Winback agrees and represents, and Client acknowledges, understands, and agrees, that Winback has the sole right to control and direct the means, manner and method by which the Services will be performed and Winback is responsible for paying all ordinary and necessary expenses, wages, taxes, or any other similar costs for its personnel.
Non-solicitation of each Party’s employees and associates
Each Party agrees not to approach or solicit any employees, associates, consultants or contractors of the other Party to work for such Party or any of its affiliates (whether as an employee, consultant or otherwise), or to leave their employment with such other Party, during the term of the Agreement and for a period lasting until one (1) year after the expiration or termination of the Agreement. Notwithstanding the foregoing, nothing contained herein shall prohibit a Party from making general solicitations through public advertisements or recruiting agencies in the ordinary course of business and consistent with past practice and employing persons in connection with such general solicitations.
Severability
If any provision of the Agreement is, for any reason, held to be invalid, unlawful or unenforceable, the other provisions of the Agreement will be unimpaired and remain in full force and effect, while the invalid, unlawful or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
No assignment
The Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by either Party without the express prior written consent of the other Party; provided, however, that either Party may assign the Agreement without such consent to its successor in interest in connection with any merger, consolidation, reorganization or sale of such Party or of all or substantially all of the assets of such Party to which the Agreement relates. In the case of any permitted assignment or transfer, the Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the Parties hereto. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
Notices
Each Party must deliver all notices, consents, and approvals required or permitted under the Agreement in writing to the other Party at the address specified in the applicable Service Order by personal delivery, by certified or registered mail (postage prepaid and return receipt requested), by a nationally-recognized overnight carrier, or by confirmed electronic mail. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
Remedies; waiver
The rights and remedies provided to each Party in the Agreement are cumulative and in addition to any other rights and remedies available to such Party at law or in equity. All waivers must be in writing and signed by the Party to be charged. No delay or failure to enforce any rights, obligations or provisions of the Agreement shall constitute a waiver thereof. Any waiver of any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Entire agreement; amendments
The Agreement — comprising each Service Order and the version of these Terms it identifies — is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications, documents, agreements and understandings between the Parties with respect to such subject matter. No modification of or amendment to the Agreement will be effective unless in writing and signed by both Parties.
Force majeure
Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent such failure or delay is due to any causes beyond the reasonable control of such Party, including but not limited to acts of God, terrorism, fire, explosion, weather, disease, war (whether or not declared), governmental actions or changes in laws, insurrection, civil strife, riots, or natural disasters, provided that the Party affected by such circumstances: (i) promptly notifies the other Party thereof; (ii) has used and continues to use reasonable efforts to perform despite such circumstances; and (iii) resumes performance as soon as possible following the end of such occurrence causing delay or failure of performance.
Counterparts
A Service Order may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall together constitute the same instrument. A facsimile, PDF, scanned, or electronically executed copy of a Service Order, including its signature pages, shall be deemed an original.