These Terms of Service ("Terms") form a binding agreement between Wineberry, Inc., a Delaware corporation ("Wineberry," "we," "us"), and the individual or entity accessing our services ("you," "Customer"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Definitions
- Services means the Wineberry marketing site at wineberry.ai, the BerryEval readiness assessment, the WineberryOS operational intelligence platform, and any related APIs, desktop applications (including WineberryOS Desktop), documentation, and support.
- Customer Data means data, content, and records submitted to, observed by, or processed by the Services on behalf of Customer, including data ingested from connected third-party systems such as CRMs, email, messaging platforms, and spreadsheets.
- Order Form means an ordering document, statement of work, or online order signed or accepted by Customer that references these Terms.
- Authorized User means an employee, contractor, or agent of Customer authorized to access the Services under Customer's account.
2. Eligibility and Accounts
You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for the accuracy of registration information, the security of credentials, and all activity under Customer accounts. Notify us promptly at legal@wineberry.ai of any suspected unauthorized access.
3. The Services
WineberryOS observes operational behavior across connected systems, surfaces evidence-backed recommendations, and — where Customer policy allows and a human approves — executes controlled remediations. BerryEval delivers a readiness assessment and opportunity map. The marketing site provides public information about Wineberry.
Human-in-the-loop. Wineberry does not perform autonomous high-risk write-back actions without human approval. Certain action types — including outbound email, billing operations, and permanent deletions — are blocked at the platform level and cannot be overridden.
4. Acceptable Use
You agree not to, and not to permit any Authorized User to:
- Use the Services in violation of applicable law or any third-party rights;
- Reverse engineer, decompile, or attempt to derive source code of the Services, except as permitted by law;
- Use the Services to build a competing product, or to benchmark without our prior written consent;
- Upload malware, conduct intrusion testing without prior written authorization, or interfere with the integrity of the Services;
- Submit data you do not have the right to submit, including data subject to HIPAA, PCI-DSS, or similar regimes unless covered by a separate written agreement;
- Bypass tenant isolation, attempt to access another customer's data, or circumvent rate limits or security controls.
5. Customer Data and Connected Systems
Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Wineberry a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide and improve the Services in accordance with these Terms, the Privacy Policy, and any applicable Data Processing Addendum ("DPA").
Connected systems. Customer authorizes Wineberry to connect to and process data from third-party systems Customer designates. Customer represents it has all rights and consents required for those connections. Wineberry stores provider credentials encrypted at rest and does not expose raw credentials to end users.
Tenant isolation. Customer Data is logically isolated by organization. Wineberry enforces tenant boundaries at the database, queue, and worker layers.
6. Wineberry Intellectual Property
Wineberry retains all right, title, and interest in the Services, including all software, models, prompts, workflows, infrastructure, and documentation, and all derivative works thereof. No rights are granted to Customer except as expressly set forth in these Terms. Feedback Customer provides may be used by Wineberry without restriction or compensation.
7. Fees and Payment
Fees, billing terms, and payment schedules are set forth in the applicable Order Form. Unless stated otherwise, fees are quoted in U.S. dollars, exclude taxes, and are non-refundable. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
8. Confidentiality
Each party will protect the other's Confidential Information with the same degree of care it uses for its own confidential information, and no less than reasonable care. Confidential Information excludes information that is public, independently developed, or rightfully received from a third party. Disclosures required by law are permitted with prompt notice where lawful.
9. Warranties and Disclaimers
Wineberry warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. Except as expressly stated, the Services are provided "AS IS" and Wineberry disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Wineberry does not warrant that the Services will be uninterrupted, error-free, or that AI outputs will be accurate. Customer is responsible for reviewing recommendations before approval and for the consequences of approved actions.
10. Indemnification
By Wineberry. Wineberry will defend Customer against any third-party claim that the Services, as provided by Wineberry and used as permitted, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts in settlement we authorize.
By Customer. Customer will defend Wineberry against any third-party claim arising from Customer Data, Customer's use of the Services in violation of these Terms, or actions approved by Customer through the Services.
The indemnifying party's obligations are conditioned on prompt notice, sole control of defense, and reasonable cooperation.
11. Limitation of Liability
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WINEBERRY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12. Term and Termination
These Terms commence on first access and continue until terminated as set forth herein or in the applicable Order Form. Either party may terminate for material breach not cured within 30 days of written notice. Wineberry may suspend the Services immediately for security threats, non-payment beyond 30 days, or violations of Section 4. Upon termination, Customer's access ends and Customer Data is deleted in accordance with the Privacy Policy and DPA, subject to legal retention obligations.
13. Beta and Labs Offerings
Features identified as "Beta," "Preview," "Labs," or "Research" are provided as-is, may be modified or discontinued at any time, and are excluded from warranties and service commitments.
14. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising under these Terms, except either party may seek injunctive relief in any court of competent jurisdiction.
15. Changes to These Terms
We may update these Terms from time to time. Material changes will be communicated by email to Customer administrators or via the Services at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.
16. General
These Terms, together with the Privacy Policy, any DPA, and any Order Form, constitute the entire agreement between the parties and supersede prior agreements on the subject matter. If any provision is held unenforceable, the remainder will remain in effect. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Notices to Wineberry must be sent to legal@wineberry.ai.
17. Contact
Questions about these Terms? Contact us at legal@wineberry.ai.