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WIN Learning

WIN Learning Terms & Conditions of Use

Version 3.1, effective January 1, 2025


THIS IS A BINDING CONTRACT; PLEASE READ IT CAREFULLY. 


BY USING THE WIN SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS HEREIN (THESE “TERMS”). IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT PERSON, COMPANY, OR ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO, AND THEREFORE YOU CANNOT, ACCESS OR USE THE WIN SERVICES. WE MAY UPDATE THESE TERMS FROM TIME TO TIME BY POSTING A NEW VERSION ON THIS WEBSITE. YOUR CONTINUED USE OF THE WIN SERVICES AFTER WE MAKE SUCH UPDATE CONSTITUTES YOUR AGREEMENT TO THE UPDATED TERMS OF SERVICE. IF YOU DO NOT AGREE TO THE UPDATED TERMS OF SERVICE, THEN YOU MUST CEASE USING THE WIN SERVICES IMMEDIATELY. 


In addition to the other defined terms herein, the following definitions shall apply: 

“Applicable Laws” means all federal, state, and local laws, rules, and regulations applicable to a party’s performance of its obligations under these Terms.

“Authorized User” means an individual authorized by Licensee to access the WIN Services solely in accordance with these Terms and any other applicable written agreement between WIN and Licensee. 

“Licensee” means the individual or entity, entering into this contract, which is an authorized licensee of WIN Services pursuant to these Terms and any other applicable written agreement with WIN. 


“Update” means a correction, fix, minor enhancement, modification, or patch to the WIN Services which is made generally available by WIN to its customers and licensees. 


“Upgrade” is defined as a new version of the WIN Services which includes new or significantly increased functionality, and for which WIN charges a new license fee.

“You” or “Your” means the Licensee or Authorized User who accepts these Terms to access and use the WIN Services.

“WIN”, “Our”, “We”, or “Us” means WIN Learning, Inc., and its subsidiaries, successors and assigns.


“WIN Services” means the products, services, software, applications, systems, and websites made available by WIN, including without limitation any internal generative artificial intelligence and machine learning, as well as the AI Features. 

  1. Grant of Limited Use License. By using the WIN Services, You accept and agree to these Terms. WIN hereby grants You a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the WIN Services solely as described in Section 2 below for the Term (defined below). This license only permits You to use the WIN Services remotely through the Internet for Your authorized use, in accordance with these Terms at all times. 

  2. Terms of Use. Use of the WIN Services shall be limited to Licensee and Licensee’s Authorized Users pursuant to these Terms and any other applicable written agreement between WIN and Licensee, including without limitation any click-through terms and conditions provided or made available by WIN (whether separately from, or within, the WIN Services) that apply to Licensee and Licensee’s Authorized Users. 

  3. Ownership. All right, title, and interest in and to the WIN Services (including, without limitation, all intellectual property rights related thereto), and all improvements, modifications, enhancements, Updates, Upgrades, and derivative works thereto (even where the foregoing result from Your use of the WIN Services), are owned by, or licensed to, WIN. Intellectual property relating to the WIN Services (including, without limitation, all patent, trademark, copyright, trade secrets, and moral rights related thereto) is protected by Applicable Laws. The WIN Services may contain materials licensed by third parties, and the licensors of those materials may enforce their rights against You in the event of any violation of these Terms. In the event you provide us with any feedback, suggestions, or recommendations (collectively, “Feedback”) with respect to the WIN Services, including without limitation any AI Features (defined below), you acknowledge and agree that we have the perpetual, irrevocable right to use Feedback for any purposes without attribution or compensation to You.

  4. AI Features. In connection with certain of WIN’s generative artificial intelligence offerings, including without limitation online or in-app resume building tools (collectively, “AI Features”), You and/or Licensees may input certain data, information, or content (“Inputs”) and receive outputs from the AI Features (“Outputs”). AI Features may incorporate third party components and other materials provided by third parties.

    5. a. Acceptable Use.You represent and warrant to WIN that you have all necessary permissions, consents, and licenses to use the AI Features (e.g., you are of legal age) and to provide the Inputs to the AI Features. The foregoing expressly applies to any personal data of third parties that You provide as Inputs to the AI Features. You shall not, and shall ensure that Licensee’s shall not, submit any Inputs, or otherwise use the AI Features in a manner, that violates any applicable laws, rules, or regulations, or is defamatory, obscene, abusive, harmful to others, unlawful, or constitutes an invasion of privacy. Additionally, you will not repurpose or distribute Outputs, whether directly or indirectly, in a manner that violates the foregoing. Lastly, you agree not to engage in any activities that are prohibited in accordance with Section 5, below. 


    b. As between You and WIN, You remain the exclusive owner of all Inputs you provide to the AI Features, as well as all Outputs generated therefrom. You grant WIN a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free, fully paid up license to use Inputs and Outputs to improve the WIN Services, including without limitation to add as boilerplate, new templates, and materials made available to other users of the WIN Services, and to train or otherwise improve the AI Features, but only if such Inputs and Outputs have been: (a) de-identified so that neither You, Licensee, nor any individual is identifiable, and where reasonable and practicable, (b) aggregated with data across other WIN Services licensees. 


    c. You acknowledge that Outputs provided to You and/or Licensees may be similar or identical to Outputs independently provided by WIN to others. 


    d. Due to the nature of the AI Features, WIN does not represent or warrant that: (a) any Output does not incorporate or reflect third party content or materials, or (b) any Output will not infringe third party intellectual property rights.


    e. Disclaimer: OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES THAT ARE NOT TESTED, VERIFIED, ENDORSED, OR GUARANTEED TO BE ACCURATE, COMPLETE, OR CURRENT BY WIN. YOU SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS AS TO APPROPRIATENESS FOR ANY AND ALL USE CASES AND APPLICATIONS. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT AI FEATURES MAY BE PROVIDED, IN WHOLE OR IN PART, BY THIRD PARTIES NOT OWNED OR CONTROLLED BY WIN. 

    1. Charges and License Fees. The amounts payable for the WIN Services (the “Fees”), if any, shall be set forth in a separate agreement, such as a purchase order, click-through agreement, or other ordering document, between WIN and Licensee (an “Order”). Except as otherwise explicitly provided for in these Terms or the applicable Order, the Fees are non-cancelable and non-refundable. If You wish to increase Your permissible level of use, you must notify WIN and pay any applicable additional Fees. If any authority imposes a duty, tax, levy or fee, excluding those based on WIN’s net income, upon Licensee’s purchase and/or use of the WIN Services (the “Taxes”), then as between Licensee and WIN, Licensee agrees to pay the Taxes or provide WIN with a valid exemption certificate, whether or not WIN invoices Licensee for such Taxes.

    2. Term and Termination. These Terms shall become effective on the earlier of the date on which the Order is effective or the date on which You first access the WIN Services, and these Terms will continue until the end date listed in the applicable Order, unless earlier terminated in accordance with these Terms (the “Term”). Unless otherwise provided in an Order, WIN may terminate these Terms upon ten (10) days prior written notice to You. You may only terminate these Terms in the event WIN is in material breach of a provision of these Terms and such material breach remains uncured for a period of at least thirty (30) days following written notice of the material breach to WIN. Upon termination or expiration of these Terms: (a) The licenses granted hereunder shall immediately be revoked and You shall immediately cease accessing and using the WIN Services; (b) any outstanding Fees shall be promptly paid by You to WIN; and (c) any provisions of these Terms that, by their nature it is reasonable to believe survive termination or expiration, shall so survive such termination or expiration. 

    3. Representations and Warranties. Each of You and WIN represent and warrant the following: (a) that it is duly authorized to enter into these Terms, and agreeing to these Terms does not constitute a violation of any agreements it may have with third parties; and (b) its performance under these Terms will at all times comply with Applicable Laws. EXCEPT AS OTHERWISE PROVIDED FOR IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WIN SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS” BASIS. WIN AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE WIN SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE WARRANTING THE ACCURACY OF DATA, OR THAT THE WIN SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE.

    4. Indemnification. WIN will indemnify, defend, and hold You harmless from and against damages, losses, fines, and penalties (collectively, “Losses”) that result from any third party claims (“Claims”) alleging that the WIN Services (excluding the AI Features and Outputs), when used as permitted hereunder by You, directly infringe any third party US intellectual property right. In the event the WIN Services become enjoined, or in WIN’s reasonable opinion are likely to become enjoined, then WIN will do one of the following, in its sole discretion and as Your exclusive remedy for a Claim described herein: (a) procure for You the right to continue using the WIN Services; (b) modify or replace the WIN Services such that they are non-infringing but functionally equivalent; or (c) terminate these Terms and refund on a pro-rata basis any prepaid Fees for WIN Services that would have been provided after the termination date. Notwithstanding anything to the contrary, WIN shall have no obligation to indemnify pursuant to this Section 9 where the infringing matter is (x) not provided by WIN; (y) results from use of the WIN Services in combination with Third Party Software (defined below); or (z) results from modifications made to the WIN Services by any individual or entity other than WIN. You agree to indemnify, defend, and hold WIN harmless from and against Losses that result from any third party Claims arising out of or relating to: (i) Your breach of these Claims, (ii) Inputs.

    5. Limitations of Liability. IN NO EVENT WILL WIN OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOSS OF, OR DAMAGE TO, DATA, LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, EVEN IF LICENSEES OR AUTHORIZED USERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.  ADDITIONALLY, IN NO EVENT SHALL WIN’S LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO WIN DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

    6. Governing Law and General Provisions. These Terms are governed by the laws of the State of Tennessee, U.S.A., excluding the application of its conflicts of law rules. Any dispute relating to these Terms shall be brought in, and decided by, a state or federal court of competent jurisdiction located in Knoxville, Tennessee, U.S.A. You hereby agree to submit to the personal and exclusive jurisdiction of such courts. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of these Terms is found void and unenforceable, the balance of these Terms shall remain valid and enforceable according to its terms. You agree that the WIN Services will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act, or any other export laws, restrictions, or regulations.

    7. Notice to U.S. Federal Government End Users.  The WIN Services and related documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clauses to the contrary in any agreement into which these Terms may be incorporated, the government end user will acquire the WIN Services and related documentation with only those rights set forth in these Terms. Use of either the WIN Services or related documentation or both constitutes agreement by the government that the WIN Services and related documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein. 

    8. Other Licensed or Installed Software.  The WIN medium upon or by which You receive or access the WIN Services may contain other Third Party Software. “Third Party Software” is software which is owned or licensed by third parties of which WIN does not have ownership or control (e.g. other copyrighted and/or licensed software, General Public License software, “freeware,” etc.). For Third Party Software, You acknowledge and agree that: (1) Your access, receipt, installing, copying and/or use of Third Party Software shall be governed solely by the terms and conditions of the Third Party Software, as such terms and conditions may be made available to You from time to time by, and/or may accompany or be included with, such Third Party Software; (2) Third Party Software terms and conditions shall not apply in any respect to the WIN Services; (3) WIN makes no representations or warranties concerning the functionality, features, security, operation, or results of Third Party Software; (4) WIN shall have no liability for the functionality, features, security, operation, or results of, and from, Your use of Third Party Software; and (5) the WIN Services shall be governed solely by these Terms and applicable WIN copyright(s) and notices as such may be made generally available on Our website or provided to You from time to time.

    9. Notices. Any notices required to be made under these Terms shall (a) if by WIN, be sent to You at the email address and/or physical address on record with WIN at that time; and (b) if by You, be sent to WIN at the address below with a copy emailed to legal@winlearning.com.


    For future reference, You may obtain a copy of these Terms by visiting www.winlearning.com/terms-of-use.

    © 2025 WIN Learning. All rights reserved.


    WIN Learning, Inc.,

    1000 Waterford Place

    Kingston, TN 37763

    U.S.A.