Effective November 2022
Thank you for participating in Wing’s drone delivery service. Wing uses uncrewed aerial vehicles (drones) to deliver food and other items (“Products”) to you that you purchase from our merchant partners through our Wing drone delivery mobile application (the “App” and, together with Wing’s related drone delivery services, the “Service”). These Global Terms and Conditions for Wing Delivery App (“Terms”) apply to your access and use of the Service and are a binding legal agreement between you and the following Wing entity (“Wing”):
Please note that if Wing sends you an acceptance notice as described in Section 6(i) (Confirmation and Acceptance), you will be entering into a purchase agreement with the applicable merchant partner. The merchant partners are business entities and are solely responsible for the Product and related compliance with consumer laws, liability for defects or warranties, and the accuracy of any Product descriptions and marketing information. Wing will be responsible only for the delivery of the Product.
Participation in the Service is entirely optional, and you may end your participation at any time by discontinuing use of the Service and deleting the App. Wing may terminate the Service or your participation in the Service at any time for any reason with or without notice to you. If you are outside of the United States, please also see Section 19(b) regarding how termination will be exercised.
You agree to follow all instructions, rules, and requirements made available to you in connection with the Service. You understand and are aware of the potential risks involved in the use of the Service, including the operation of drones near you and your property. Without limiting the foregoing, you acknowledge and agree:
To deliver Products, Wing drones will need access to the property designated in your order. You expressly provide permission for Wing drones to deliver Product. You represent that you have all rights necessary to grant this permission and that you will only request delivery to a property in which you have these rights. Wing and/or its contractors may need to access your property from time to time to conduct the Service. We will contact you in advance if we require access to your property, and of course, you may decline. You must carefully read all materials made available to you regarding the operation of drones in and around your designated delivery address.
IF YOU ARE OUTSIDE OF THE UNITED STATES, PLEASE SEE SECTION 19(C) INSTEAD AS THIS SECTION 5 WILL NOT APPLY TO YOU. YOUR USE OF THE SERVICE AND PRODUCTS IS AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISKS WITH RESPECT TO THE OPERATION OF DRONES IN OR AROUND YOU AND YOUR DESIGNATED DELIVERY ADDRESS. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS WING EXCLUDES ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING THOSE THAT ARE IMPLIED BY LAW LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
a. Listings. Through the App, we list Products offered by our merchant partners. We may make available listings, descriptions, and images of the Products provided by those merchants, as well as references and links to Products and coupons or discounts for Products (“Listings”). The availability through the Services of any listing, description, or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product. Such Listings and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time before we accept your order. Certain Product descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the colors of Products; however, the actual colors you see will depend on your device, and we cannot guarantee that your device will accurately display such colors.
b. Products. The Products are sold directly by the merchants. We reserve the right to impose quantity limits on any order or reject all or any part of an order prior to our sending an acceptance notice as defined in Section 6(i) below. If we accept your order, Wing will use reasonable efforts to deliver the Products by drone. All Products displayed on the App are subject to availability. If you have food allergies or other questions about a Product, please contact the selling merchant directly with questions about the Products or to determine whether a Product is suitable for you. Wing does not prepare or take responsibility for any Products sold by our merchant partners. Our merchant partners are responsible for the accuracy of any Product descriptions, including food information.
c. System Availability. Delivery times may vary and the systems involved in offering the Service may be down at certain times. We may be unable to accept an order due to App availability, or availability of delivery drones or other reasons.
d. Return and Refund Policy. Please contact us if you are not satisfied with your delivery experience. Return and refund policies with respect to Products are determined by the selling merchants, subject to their compliance with all laws and statutory guarantees if applicable to your location. If you would like more information about a merchant’s return and refund policy, please contact the merchant or visit their website. You may contact the selling merchant directly if you wish to initiate a return of or refund for a Product. If you are outside of the United States, please also see Section 19(a) which applies to you.
e. Product Prices and Related Fees. Product prices and any other applicable charges for Product delivery will be displayed during the checkout process in the App. Product prices are set by the selling merchants and do not include delivery fees payable to Wing (described below).
f. Delivery Fees. Any delivery fees payable directly to Wing will be displayed to you during the checkout process in the App.
h. Payment. By providing a credit card (or other payment method accepted by the App), you represent and warrant that you are authorized to use the designated payment method and that you authorize us, the selling merchant, and our third-party payment processor to charge your payment method for the total amount of your order (including any applicable taxes and other charges) and the delivery fee(s). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or canceled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your account, you can do so at any time by logging into your account and editing your payment information. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes and shipping and handling charges. In the event legal action is necessary to collect on balances due and after we have provided you with reasonable notice that your balances are outstanding, you will reimburse us and our vendors or agents for all reasonable expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.
i. Confirmation and Acceptance. Sales through the App are online sales and are processed as online transactions. You will have the opportunity to review and confirm your order, including delivery address, payment method, and other details of your order. We will send an electronic acknowledgment indicating we have received your order to the email address associated with your account, but the acknowledgment does not constitute our acceptance of an order or our confirmation of an offer to sell a Product. If we accept the order for delivery, we will send you a separate confirmation email indicating that the item will be delivered. It is your responsibility to ensure that your email settings are configured to receive our messages. We will display or send a notice when we ultimately accept your order, and our acceptance will be complete at the time we display or send the formal acceptance notice.
j. Order Delays and Cancellation. We reserve the right to delay, refuse, or cancel any order prior to delivery of our electronic order acceptance notice. We will contact you if any portion of your order is rejected or if additional information is required to accept your order. Occasionally, the manufacture or distribution of a certain Product may be delayed. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.
k. Title and Estimated and Final Sales Taxes. Wing does not have or take title for any Products you order through the App. Rather, title for each Product you purchase will pass directly from the merchant to you upon delivery of the Product to you. Each merchant is solely responsible for calculating and informing Wing how much sales tax to collect on each order. Wing will collect the instructed amount from you on behalf of the merchant and will remit the funds you provide to us to the merchant. You are responsible for contesting any sales tax directly with the merchant.
IF YOU ARE OUTSIDE OF THE UNITED STATES, PLEASE REFER TO SECTION 19(D) AS THIS SECTION DOES NOT APPLY TO YOU. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WING (AND THE MERCHANTS) WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER OR NOT BASED ON OUR NEGLIGENCE, ARISING OUT OR RELATING TO THESE TERMS, THE SERVICE OR ANY PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF WING (AND THE MERCHANTS) TO YOU IS LIMITED TO THE PURCHASE PRICE (AND/OR ANY ASSOCIATED DELIVERY CHARGE) OF THE PRODUCTS YOU PURCHASED THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF WING OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to use the Service only for personal, non-commercial purposes that are permitted by these Terms and any applicable law or regulation. This means that you will only use the Service to order Products for delivery to your approved delivery zone for your own personal use, and you will only use features in the App through the interface that Wing provides. You will not use the Service to engage in any unlawful behavior, or to cause harassment, nuisance, annoyance or inconvenience to Wing, its users or any other person.
To use our Service, you will need to register or create an account. When doing so, you will provide us with accurate information, promptly notify us of any changes to such information and provide us with the proof of identity that we may reasonably request. You agree to keep secure and confidential your account password or any identification credentials that we provide you that allows access to the Service. You agree to notify us if you become aware of or suspect unauthorized access to your account. You understand that if you contact us by SMS text messages, standard messaging charges will apply.
You also agree to comply with the following:
a. You will not attempt to work around any technical controls or gain unauthorized access to any part of the Service, including any service, account, resource, computer system and/or network connected to any server used by Wing. You will only attempt to access the Service through the App interface that Wing provides to you.
b. You will not engage in any activity that modifies or interferes with any alerts, notices, messages or disrupts the Service (or the servers and networks which are connected to the Service).
c. You will not copy, reproduce, compile, publish, distribute or sell any content on the Service, including Product images or descriptions, unless you obtain permission from us or are otherwise permitted to do so by law. These Terms do not grant you the right to use any branding or logos used in our Service.
d. You will abide by any terms and conditions applicable to promotions or special codes, which may appear in the announcement of the promotion/code or in a “Help” or “FAQ” section of the App.
e. You will not sell, resell, transfer, share, distribute, rent, or otherwise commercially use, either directly or as part of a product or service created for resale, our Service without our prior written authorization.
f. You will not use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Service.
g. You will not, in your use of the Service, violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort.
h. You will not use or attempt to use another user’s account or information without authorization from that user and Wing.
i. You will not impersonate or submit information on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity.
j. You will not use our Service in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Service or that could damage, disable, overburden, or impair the functioning of our Service in any manner.
k. You will not reverse engineer, debug, decompile or disassemble any aspect of our App or Service or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Service.
l. You will not use the Service for any unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
Wing may add to, delete from or modify the Terms at any time (subject to limitations in Section 19 if you are outside of the United States). You will be notified of any changes to the Terms and will be given an opportunity to agree to the modified Terms. If you do not wish to agree to the modified Terms, your participation in the Service will terminate. If any change to the Terms is found invalid, void, or for any reason unenforceable, that change will be deemed severable and will not affect the validity and enforceability of any remaining changes.
You are communicating with Wing electronically when you use the App or send email to Wing. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Wing may provide notifications to you as required by law, for the purpose of providing the Service, for marketing, or for other purposes. Such notices may be provided via email to the primary email associated with your Wing account, hard copy, or posting of such notice on the App. Marketing emails or SMS will be sent as allowed by law including with your opt in consent to receive such messages, where required by law. Wing is not responsible for any automatic filtering you or your network provider may apply to email notifications.
Wing will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including without limitation, acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, pandemic, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
a. Ownership and Limited License. You acknowledge and agree that Wing (or Wing’s licensors) own any and all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own personal, noncommercial use and with respect to the App, install and use such application on a mobile or personal device that you own or control. Any use of the Service other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. The App is licensed (not sold), and if you fail to comply with any of the terms or conditions herein, you must immediately cease using the App and remove (that is, uninstall and delete) the App from your mobile or personal device.
b. Trademarks. Wing, Wing Aviation, Project Wing and our logos, product or service names, slogans, and the look and feel of the Service are trademarks of Wing and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Service are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
c. Feedback. You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Wing or the Service (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback, Products offered or the Service, or to improve or develop new products, services, or the Service in Wing’s sole discretion. Wing will exclusively own all improvements to, or new, Wing products, services or the Service based on any Feedback. You understand that Wing may treat Feedback as nonconfidential.
If any part of the Terms becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of the Terms will remain in full force and effect.
Any terms which by their nature should survive termination of these Terms will survive, including Sections 5, 7 and 10 through 20 will survive any expiration or termination of these Terms.
Failure or delay by us to enforce the Terms will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.
These Terms are governed by the law applicable in the State of California. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of California. Please see Section 19(f) if you are outside the United States.
The following terms (“Terms”) apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).
a. Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Wing, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.
b. Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.
c. Maintenance and Support. You and Wing acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
d. Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Wing. However, Wing has disclaimed all warranties of any kind with respect to the App other than as mentioned in Section 19, and therefore, there are no other warranties are applicable to the App.
e. Product Claims. You and Wing acknowledge that as between Apple and Wing, Wing, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including (1) product liability claims, (2) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (3) claims arising under consumer protection or similar legislation.
f. Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Wing, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
g. Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to: Wing Aviation LLC, located at 3400 Hillview Avenue, Palo Alto, California 94304, USA, firstname.lastname@example.org.
h. Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Service.
i. Third-Party Beneficiary. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
The following terms apply if you install, access, or use the Services on any device that contains the Android mobile operating system (the “Android App”) developed by Google LLC (“Google”):
You acknowledge that these Terms are between you and us only, and not with Google.
Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to our Android App or these Terms.
Google is a third-party beneficiary to the Terms as they relate to our Android App.
If you are in Finland, Australia or any other country outside of the United States that provides consumer guarantees or imposes obligations on us which cannot be excluded, restricted or modified by applicable law, or may be so only to a limited extent, then nothing in these Terms is intended to exclude, restrict, or modify any of those mandatory guarantees or obligations. The provisions in this Section apply for users who reside in any of those countries. In the event of a conflict between this Section and the remainder of the Terms, this Section will control.
a. Refunds. Notwithstanding anything in the “Return and Refunds Policy” section of these Terms, if you purchased Products, you have the right to withdraw from the transaction within fourteen (14) days from the date of the purchase as long as your purchase was not of a customized nature, the Service has not been fully performed, or subject to other limitations as permitted by law. To exercise this right of withdrawal, you must send a clear, written request of your decision to withdraw from this contract to Wing’s contact information as listed in Section 3. You must send this communication prior to the end of the withdrawal period. If you withdraw from a transaction, we’ll reimburse you for all payments we’ve received from you within fourteen days of receiving notification of your withdrawal, except that the refund amount may be prorated based on the proportion of the Services already provided by the time you notify us of your decision to withdraw. For this refund, we’ll use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you. In no event will you be charged for this refund.
b. Termination and Suspension. Notwithstanding anything in Section 1 of these Terms, we’ll only terminate or suspend your access to and use of our Services for good cause. There is good cause if, taking into account all the circumstances of the specific case and weighing the interests of both parties, we cannot reasonably be expected to continue the contractual relationship, such as if you materially or repeatedly breach these Terms. We may also suspend your access to our Services for a period of up to ninety (90) days while we investigate suspected misconduct if the misconduct would qualify as good cause and there’s sufficient suspicion of misconduct. Aside from refunds provided pursuant to these Terms, we’re not responsible for any loss or harm related to your inability to access or use our Services.
c. Disclaimers and warranties. Notwithstanding any disclaimers in Section 5 of these Terms, our Service will always be provided using a commercially reasonable level of care and skill. If you believe we have breached this warranty, you must notify us. You agree that your remedy for any breach of this warranty will be either for us to use reasonable efforts to fix the relevant Service or for us to take other mutually agreed upon actions.
In addition, the Service may be subject to certain statutory guarantees which cannot be excluded by contract. Each merchant’s supply of Products may likewise be subject to certain statutory guarantees. Nothing in these Terms excludes, restricts or modifies the application of a statutory guarantee or any associated rights or entitlement to remedies.
d. Limitation of Liability. The limitation of liability in Section 7 of these Terms does not include or limit in any way Wing’s or the merchants’ liability for any matter for which it would be illegal for us or them to exclude, or attempt to exclude, our or their liability, including under statutory consumer guarantees. Wing will not be responsible (under these Terms or for negligence) for losses that were caused by your breach of these Terms or which were beyond our control and which we could not have reasonably avoided. If we fail to comply with these Terms, Wing will only be responsible for loss or damage you suffer that is a foreseeable result of our violating these Terms or our failing to use reasonable care and skill. However, Wing is not responsible for any loss or damage that is not foreseeable, and, if the Wing Services are not performed with reasonable care and skill, you agree to give us a reasonable opportunity to re-perform them for you and that re-performance will be your sole and exclusive remedy for that failure. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both Wing and you knew it might happen.
e. Changes to Terms. If you are outside the United States, the grounds for amending the Terms are as follows: to reflect changes in law, to improve clarity, to reflect changes or improvements to the Service, or as we otherwise deem necessary to adjust the rights or obligations of each party based on our experiences.
f. Governing Law and Venue. Notwithstanding anything in Section 17 of these Terms, the following applies: