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Terms of Service

Effective Date: [INSERT DATE] Last Updated: [INSERT DATE]

Template notice. This document is a starting draft prepared as a template for NFTCo, Inc. It is not legal advice. Engage qualified counsel to review and adapt these Terms to your specific products, pricing, jurisdictions of operation, and risk profile before publishing. Highlighted bracketed placeholders require attention.

1. Agreement

These Terms of Service ("Terms") form a binding agreement between NFTCo, Inc., a Delaware corporation ("NFTCo," "we," "us," or "our"), and the person or entity that accesses or uses our websites and services ("you" or "Customer").

By accessing or using our websites (including nftco.com and usewinslow.com), creating an account, signing an order form, or otherwise using the Services, you agree to these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity.

If you do not agree to these Terms, do not access or use the Services.

These Terms include important provisions, including an arbitration agreement and class action waiver in Section 19, that affect your legal rights.

2. Definitions

  • "Services" means NFTCo's websites, the Winslow platform, related APIs, mobile and desktop applications, professional services, support, and any other products or services offered by NFTCo.
  • "Customer Data" means all information, content, and data that Customer or its Authorized Users submit to or generate through the Services, including data about Customer's employees, contractors, applicants, trial workers, and other personnel.
  • "Authorized User" means an individual employee, contractor, agent, or representative of Customer whom Customer authorizes to access the Services.
  • "Order Form" means a written or electronic ordering document signed by Customer and NFTCo, or accepted through the Services, that references these Terms.
  • "Documentation" means the user guides, technical specifications, and policies NFTCo makes available for the Services.

3. Account Registration and Authorized Users

To use the Services, Customer must create an account and may designate Authorized Users. Customer is responsible for:

  • Providing accurate and complete registration information and keeping it current.
  • Maintaining the confidentiality of account credentials.
  • All activity that occurs under Customer's account and the accounts of Authorized Users.
  • Promptly notifying NFTCo of any unauthorized use of the account or suspected security incident.

Customer is responsible for ensuring its Authorized Users comply with these Terms. Customer must immediately disable access for any Authorized User who is no longer permitted to use the Services.

4. The Services

4.1 Right to use

Subject to these Terms and any applicable Order Form, NFTCo grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

4.2 Service descriptions

The Services include the Winslow platform, which provides HR, payroll, benefits administration, contractor management, employer-of-record, and related functions. The specific features and capabilities available to Customer are described in the applicable Order Form and Documentation.

4.3 Updates and changes

NFTCo may modify the Services from time to time, including by adding, removing, or changing features. We will not make changes that materially reduce the core functionality of a paid subscription during the Subscription Term, except as required by law or to address a security or legal risk.

4.4 Beta features

NFTCo may make beta, preview, or experimental features available. These are provided "as is," may be changed or discontinued at any time, and are not subject to the service levels or warranties applicable to general availability Services.

4.5 Third-party services

The Services may integrate with third-party services (for example, banks, tax authorities, benefits carriers, identity verification, single sign-on providers). Customer's use of third-party services is governed by the terms of those third parties, and NFTCo is not responsible for their performance.

5. Customer Obligations

5.1 Acceptable use

Customer will not, and will not permit any Authorized User or third party to:

  • Use the Services in violation of any law or regulation, including employment, tax, immigration, anti-discrimination, and privacy laws.
  • Use the Services to misclassify workers (for example, by treating an employee as an independent contractor in order to avoid employer-side tax and benefits obligations).
  • Send unsolicited communications, spam, or unlawful messages through the Services.
  • Reverse engineer, decompile, or otherwise attempt to derive the source code of the Services, except to the extent permitted by law.
  • Resell, sublicense, or otherwise commercially exploit the Services without our prior written consent.
  • Access the Services to build a competing product, benchmark against the Services for publication, or copy any features or user interface.
  • Upload viruses, malware, or harmful code.
  • Interfere with or disrupt the Services or the servers and networks that host them.
  • Attempt to gain unauthorized access to any account, system, or data.
  • Use automated means (other than NFTCo's documented APIs) to access the Services or extract data.
  • Use the Services in any manner that violates the rights of third parties, including intellectual property and privacy rights.

5.2 Compliance

Customer is responsible for its own compliance with all laws applicable to its use of the Services, including:

  • Employment laws (FLSA, ADA, ADEA, Title VII, USERRA, FMLA, state wage-and-hour laws, paid leave laws).
  • Tax laws and the proper classification of workers.
  • Federal, state, and local notice and recordkeeping requirements.
  • Workers' compensation and unemployment insurance requirements applicable to Customer.
  • Anti-discrimination, harassment, and equal employment opportunity laws.
  • Privacy and data protection laws applicable to Customer's collection and use of information about its workforce.

The Services provide tools and information but do not provide legal, tax, or accounting advice. Customer should consult its own advisors regarding its specific circumstances.

5.3 Customer Data

Customer is responsible for:

  • The accuracy, quality, and legality of Customer Data.
  • Obtaining all necessary rights, consents, and authorizations to provide Customer Data to NFTCo.
  • Maintaining backups of Customer Data, to the extent Customer wishes to retain copies independently.

6. NFTCo Obligations

NFTCo will:

  • Provide the Services in accordance with these Terms, the Documentation, and any applicable Order Form.
  • Use commercially reasonable efforts to maintain the availability of the Services, subject to scheduled maintenance and circumstances beyond our reasonable control.
  • Implement reasonable administrative, technical, and physical safeguards designed to protect Customer Data, consistent with our Data Processing Addendum (if applicable) and information security program.
  • Provide customer support as described in the Documentation or applicable Order Form.

7. Fees and Payment

7.1 Fees

Customer will pay the fees specified in the applicable Order Form. Fees may include subscription fees, per-employee fees, transaction fees, professional services fees, and pass-through costs (such as payroll taxes, benefits premiums, and government filing fees).

7.2 Payment terms

Unless otherwise stated in an Order Form, fees are due within thirty (30) days of invoice. Customer is responsible for providing accurate billing and contact information. Payments are non-refundable except as expressly provided in these Terms.

7.3 Pass-through funds

If Customer uses Services that involve NFTCo processing payments on Customer's behalf (such as payroll, tax remittance, or contractor payments), Customer will fund such payments in advance via ACH debit or other approved method. NFTCo will hold pass-through funds in accordance with applicable law. NFTCo is not a bank and does not pay interest on held funds.

7.4 Late payment

Past due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If Customer fails to pay amounts when due, NFTCo may suspend the Services after providing notice and a reasonable opportunity to cure. NFTCo will continue to pay wages and remit taxes owed for the affected period to the extent legally required.

7.5 Taxes

Fees are exclusive of all taxes (other than NFTCo's net income taxes). Customer is responsible for any applicable sales, use, value-added, or similar taxes.

7.6 Price changes

NFTCo may change fees on renewal upon at least thirty (30) days' written notice prior to the start of the renewal term.

8. Term and Termination

8.1 Term

These Terms are effective on Customer's first use of the Services and continue until terminated. The "Subscription Term" is the period stated in the applicable Order Form, including any renewals. Unless otherwise stated, subscriptions automatically renew for successive terms of the same length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.2 Termination for cause

Either party may terminate these Terms or any Order Form immediately upon written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice of the breach (or ten (10) days for payment breaches).

8.3 Termination for convenience

Customer may discontinue use of the free Services at any time. For paid subscriptions, termination for convenience is governed by the applicable Order Form.

8.4 Effect of termination

Upon termination:

  • Customer's right to access the Services ends.
  • Customer remains liable for all fees owed through the effective date of termination.
  • Each party will return or destroy the other's Confidential Information, except as required to be retained for legal, tax, regulatory, or audit purposes.
  • For a period of thirty (30) days after termination (or such longer period as applicable law requires), NFTCo will make Customer Data available for Customer to export, after which NFTCo may delete Customer Data in accordance with our retention policies and applicable law.

8.5 Survival

Sections 2, 5.1, 7 (for amounts due), 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 survive termination.

9. Intellectual Property

9.1 NFTCo IP

NFTCo and its licensors own all right, title, and interest in and to the Services, including all software, documentation, content, designs, trademarks, and other materials. Nothing in these Terms grants Customer any right to NFTCo's intellectual property other than the limited right to use the Services in accordance with these Terms.

9.2 Customer Data

Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants NFTCo a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and use Customer Data solely to provide and improve the Services, comply with legal obligations, and as otherwise authorized by Customer.

9.3 Feedback

If Customer provides feedback, suggestions, or ideas about the Services, Customer grants NFTCo a perpetual, irrevocable, royalty-free license to use the feedback without restriction. NFTCo will not identify Customer as the source of feedback in public statements without Customer's consent.

9.4 Aggregated and de-identified data

NFTCo may collect and use aggregated, anonymized, or de-identified data derived from Customer Data for purposes including improving the Services, benchmarking, analytics, and research, provided that such data does not identify Customer or any individual.

9.5 AI features

Where the Services include AI features, those features operate on Customer Data only for the benefit of Customer. NFTCo does not use Customer Data to train generally available AI models.

10. Confidentiality

Each party may have access to confidential information of the other ("Confidential Information"). Each party will:

  • Use Confidential Information only as needed to perform under these Terms.
  • Protect Confidential Information with at least the same degree of care it uses for its own (and no less than reasonable care).
  • Limit access to personnel with a need to know who are bound by confidentiality obligations at least as protective.
  • Not disclose Confidential Information to third parties without the other party's consent, except to service providers bound by comparable protections or as required by law.

Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known before disclosure, was independently developed without use of the other party's Confidential Information, or was rightfully received from a third party without restriction.

If a party is legally compelled to disclose Confidential Information, it will give the other party prompt notice (where lawful) and reasonable assistance in opposing or limiting the disclosure.

11. Privacy and Data Protection

NFTCo's processing of personal information is described in our Privacy Policy at [INSERT URL]. For Customers using the Services to process information about their workforce, NFTCo acts as a service provider or processor and the Customer is the controller. The terms of NFTCo's Data Processing Addendum (if applicable to Customer) govern that relationship.

12. Security

NFTCo maintains an information security program designed to protect Customer Data, including administrative, technical, and physical safeguards. NFTCo will notify Customer without undue delay upon becoming aware of a confirmed unauthorized acquisition of or access to Customer Data, as required by law and our agreement.

13. Representations and Warranties

13.1 Mutual

Each party represents that it has the authority to enter into these Terms and that its performance will not violate any other agreement.

13.2 NFTCo

NFTCo represents that it will provide the Services in a professional manner consistent with generally accepted industry standards and the Documentation.

13.3 Customer

Customer represents that: (i) it has the right to provide Customer Data to NFTCo and to authorize NFTCo to process it; (ii) Customer's use of the Services complies with all applicable laws, including employment, tax, and privacy laws; (iii) Customer has provided all required notices and obtained all required consents from individuals whose information is provided to NFTCo; and (iv) Customer will not use the Services to misclassify workers.

13.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. NFTCo DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NFTCo DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY ERRORS WILL BE CORRECTED. NFTCo IS NOT A LAW FIRM, ACCOUNTING FIRM, OR FINANCIAL ADVISOR, AND THE SERVICES DO NOT CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE.

14. Indemnification

14.1 By NFTCo

NFTCo will defend Customer against third-party claims that the Services as provided by NFTCo and used by Customer in accordance with these Terms infringe a US patent, copyright, or trademark, and will pay damages and costs finally awarded against Customer (or amounts paid in a settlement approved by NFTCo). This obligation does not apply to claims arising from: Customer Data; Customer's combination of the Services with other products not provided by NFTCo; modifications not made by NFTCo; or use of the Services in violation of these Terms.

If the Services become, or in NFTCo's reasonable judgment may become, the subject of an infringement claim, NFTCo may, at its option: (i) procure for Customer the right to continue using the Services; (ii) modify or replace the Services to be non-infringing; or (iii) terminate the affected Services and refund any prepaid, unused fees.

14.2 By Customer

Customer will defend NFTCo against third-party claims arising out of: (i) Customer Data, including claims that Customer Data infringes the rights of any third party or violates any law; (ii) Customer's use of the Services in violation of these Terms or applicable law; (iii) Customer's misclassification of workers; (iv) actions or omissions of Customer's Authorized Users; and (v) employment-related claims by Customer's workforce (including but not limited to wage-and-hour, discrimination, harassment, retaliation, wrongful termination, and similar claims), except to the extent caused by NFTCo's breach of these Terms or applicable law. Customer will pay damages and costs finally awarded against NFTCo (or amounts paid in a settlement approved by Customer).

14.3 Process

The party seeking indemnification will: promptly notify the indemnifying party of the claim; give the indemnifying party sole control of the defense and settlement (provided no settlement may be made without the indemnified party's consent if it requires admission of liability or non-monetary obligation); and provide reasonable cooperation at the indemnifying party's expense.

15. Limitation of Liability

15.1 No consequential damages

EXCEPT FOR BREACH OF SECTION 10 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, AND CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap

EXCEPT FOR THE CARVE-OUTS IN SECTION 15.1, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NFTCo IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15.3 Basis of bargain

The parties agree that the limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain. These limitations apply regardless of the form of action and even if a remedy fails of its essential purpose.

16. Suspension

NFTCo may suspend Customer's access to the Services, in whole or in part, if: (i) Customer's account is more than thirty (30) days past due; (ii) Customer is in material breach of these Terms; (iii) Customer's use of the Services poses a security risk, may adversely affect other Customers, or may subject NFTCo to legal liability; or (iv) suspension is required by law. NFTCo will provide notice and a reasonable opportunity to cure where feasible.

17. Modifications to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice (such as by posting a revised version with an updated "Last Updated" date, sending email, or providing an in-product notice) at least thirty (30) days before the changes take effect (or such shorter period as may be required for security, legal compliance, or new features). Continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.

18. Notices

Notices to NFTCo must be sent to: NFTCo, Inc., Attn: Legal, [INSERT ADDRESS], with a copy by email to [legal@nftco.com]. Notices to Customer will be sent to the email address associated with Customer's account or as otherwise specified in the Order Form. Notices are effective upon receipt.

19. Governing Law, Arbitration, and Class Action Waiver

19.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution

Before initiating any formal dispute, the parties will attempt in good faith to resolve any dispute informally by giving written notice and meeting (in person or by video conference) within thirty (30) days.

19.3 Arbitration

Any dispute arising out of or related to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, before a single arbitrator. The arbitration will be held in [Wilmington, Delaware] (or another location mutually agreed). Judgment on the award may be entered in any court of competent jurisdiction.

Carve-out. Either party may seek injunctive or other equitable relief in court to protect intellectual property rights, confidential information, or to enforce payment obligations.

19.4 Class action waiver

ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN CLAIMS OF MORE THAN ONE PARTY.

19.5 Opt-out

You may opt out of this Arbitration and Class Action Waiver by sending written notice to [legal@nftco.com] within thirty (30) days after first agreeing to these Terms. The opt-out notice must include your name, account information, and a statement that you opt out of arbitration.

19.6 Jurisdiction for non-arbitrable matters

For any matter not subject to arbitration, the state and federal courts located in [Wilmington, Delaware] have exclusive jurisdiction, and the parties consent to personal jurisdiction in those courts.

20. General Provisions

20.1 Independent contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

20.2 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, financing, or sale of substantially all assets upon written notice. Any non-permitted assignment is void.

20.3 Force majeure

Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, pandemics, internet or telecommunications failures, or third-party service failures. Payment obligations are not excused.

20.4 Subcontractors

NFTCo may use subcontractors and service providers to perform under these Terms, provided NFTCo remains responsible for their performance.

20.5 Export and sanctions

Customer will comply with applicable US export, re-export, and sanctions laws. Customer represents that neither it nor any of its Authorized Users is located in, or a national or resident of, any country subject to comprehensive US sanctions, and that none of them is on any US government restricted-party list.

20.6 US government users

The Services are "commercial items" as defined in 48 C.F.R. § 2.101. Government users acquire only the rights set forth in these Terms.

20.7 Publicity

Neither party may use the other's name, logo, or trademarks in marketing materials without prior written consent, except that NFTCo may identify Customer by name and logo in its customer list and pitch materials, subject to Customer's reasonable trademark usage guidelines.

20.8 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

20.9 No waiver

A party's failure to enforce any right is not a waiver of that right.

20.10 Entire agreement

These Terms (together with any Order Form, the Privacy Policy, the Data Processing Addendum if applicable, and any other policies incorporated by reference) are the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous understandings.

20.11 Order of precedence

If there is a conflict between these Terms and an Order Form, the Order Form controls for the subject matter of that Order Form.

20.12 Headings

Section headings are for convenience only and do not affect interpretation.

21. Contact

Questions about these Terms? Contact us at:

NFTCo, Inc. Attn: Legal [INSERT ADDRESS] Email: [legal@nftco.com]

These Terms of Service are provided as a template by NFTCo, Inc. Please consult qualified counsel before adopting them for live use.