Terms of Service

1. Who We Are & What These Terms Cover

Purpose Driven Marketplace ("PDM," "we," "us," or "our") is operated by NewWin Works and provides free (and optionally paid) business websites, online ordering tools, messaging, and related digital operations services, including the AI business assistant branded Purpose (collectively, the "Service").

These Terms of Service ("Terms") form a binding agreement between you (a business owner, authorized representative, customer using ordering tools, or other user) and NewWin Works. By creating an account, submitting a signup or contact form, checking the agreement box, or otherwise expressly accepting these Terms, you agree to them and to our Privacy Policy.

2. Acceptance (Clickwrap)

We require unambiguous assent. On signup and other enrollment forms, you must actively check an unchecked box stating that you agree to these Terms and the Privacy Policy, with conspicuous links to both documents, before you can submit. Mere browsing of public pages does not, by itself, create a paid or enrolled service relationship, but use of interactive features (ordering, messaging, Purpose chats) may be conditioned on separate notices and consents.

3. Purpose AI Disclosure & Professional-Advice Limits

Purpose is an AI assistant (software), not a human employee, lawyer, CPA, financial adviser, or medical professional.

• Outputs are drafts and suggestions only. They may be incomplete, outdated, or wrong.
• You must apply human-in-the-loop judgment before relying on any output.
• You own publish/send decisions. You are solely responsible for content you publish, send, post, or act on (including messages to customers, menus, prices, policies, and legal/tax/financial statements).
• Nothing in the Service is legal, tax, accounting, investment, insurance, or medical advice.
• Purpose is a business operations assistant. It is not a therapy, emotional-support, or companion chatbot. Do not use it for crisis, mental-health, or emergency situations — contact appropriate emergency services.

California and other laws restrict contracting out of certain duties. Disclaimers reduce risk; they do not create immunity from fraud, willful misconduct, or other non-waivable claims.

4. Free Service & Optional Paid Features

Free tier (typical): hosted business site on our platform, menu/catalog display, basic order intake and notifications, hours/location/contact display, mobile-responsive design, and access to Purpose drafts as offered.

Optional paid upgrades: custom domains, premium features, or support as described at purchase time. Fees paid (if any) are the reference point for liability caps below.

Free service does not eliminate your compliance duties or our non-waivable legal obligations.

5. Your Responsibilities

• Provide accurate business information and keep it current.
• Comply with applicable laws (consumer, food/safety, advertising, privacy, employment, tax, licensing).
• Respond to customer orders and messages you receive through the Service.
• Do not use the Service for illegal, deceptive, infringing, or harmful activity.
• Review AI drafts before publish/send; do not represent AI output as guaranteed advice.

6. Orders, Payments & Fulfillment

Unless a specific paid feature says otherwise in writing, PDM provides the website/platform and notification tooling. You are responsible for confirming orders, processing payments with your own methods/processors, preparing and delivering goods/services, and handling customer service and disputes. We do not guarantee sales volume or customer behavior.

7. SMS, Messaging & Marketing Consent

Transactional messages (e.g., order alerts, account/security notices) may be sent when reasonably necessary to operate the Service and when you or your customers provide a number for that purpose. Message and data rates may apply. Reply STOP to opt out of a message program where supported; reply HELP for help.

Marketing SMS is optional and separate. We will not treat agreement to these Terms as consent to marketing texts. Marketing SMS requires a separate, optional opt-in (see signup). You may withdraw marketing consent anytime (e.g., STOP).

8. Content & Intellectual Property

You retain ownership of content you provide (menus, photos, business info). You grant us a non-exclusive license to host, display, transmit, and process that content to operate and improve the Service (including generating drafts for you). You represent you have rights to the content you upload.

The PDM platform, Purpose software, branding, and related IP remain ours or our licensors'. You may not copy, reverse engineer (except where prohibited by law), or resell the platform.

9. Privacy

Our collection and use of personal information is described in the Privacy Policy (version privacy-2026-09-06). We do not sell personal information.

10. Service Availability — AS IS

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation, or that AI outputs will be accurate or fit your needs.

11. Limitation of Liability (with carve-outs)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEWWIN WORKS AND ITS OPERATORS, AFFILIATES, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

Cap: For free-tier use where you have paid $0 in fees, our aggregate liability arising out of the Service is capped at USD $0, except where a higher amount is required by law or where a carve-out applies. If you paid fees, our aggregate liability is limited to the fees you paid to us for the Service in the twelve (12) months before the claim.

Carve-outs (non-waivable / non-limited claims): Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, willful injury, intentional torts, gross negligence where non-waivable, or any other liability that cannot be limited under California Civil Code §1668 or other applicable law. AI involvement does not excuse deceptive or unlawful conduct.

12. Indemnity

You will defend and indemnify NewWin Works and its operators against claims arising from your content, your products/services, your customer disputes, your misuse of the Service, or your violation of law or these Terms — except to the extent caused by our willful misconduct or as prohibited by law.

13. Termination

Either party may stop using or providing the Service at any time. We may suspend or terminate for violations, risk, or non-operation. Upon termination we may take sites offline; you may request a reasonable export of your business content where feasible. Paid features may be handled per the purchase terms then in effect.

14. Changes

We may update these Terms. For material changes, we will provide notice (e.g., site notice or email) and update the version identifier. Continued enrolled use after the effective date of updated Terms constitutes acceptance where permitted; we may also require re-acceptance via clickwrap for significant changes.

15. Governing Law & Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Exclusive venue for disputes that proceed in court lies in the state or federal courts serving Orange County or Los Angeles County, California, and you consent to personal jurisdiction there.

Dispute resolution note (attorney review): These draft Terms intentionally do not include a mandatory arbitration or class-waiver clause. Whether to add arbitration should be decided with counsel before stranger-scale launch.

16. Miscellaneous

If a provision is unenforceable, the remainder stays in effect. These Terms plus the Privacy Policy and any written order forms for paid features are the entire agreement for the Service. No waiver is implied by delay. You may not assign without our consent; we may assign to a successor.

17. Contact

NewWin Works — Purpose Driven Marketplace
Email: contact@purposedrivenmarketplace.com
Los Angeles / Orange County, California