WinfoSoft Inc. (“Provider” or “WinfoSoft” or “us” or “we” or “our”) owns and operates the website available at winfosoft.com (the “Site”) in addition to the software solutions and implementation, support, consulting, and other services (the “Services”) that WinfoSoft may provide to you, other business customers, and anyone else who uses or interacts with the Services (“Customer” or “you” or “your”).
By accessing the Site or using any of our related Services, you agree that you have entered into the following End User License Agreement (“EULA”) with WinfoSoft, together with the data processing activities disclosed in WinfoSoft’s Privacy Policy and any other terms that are made available through the Services, as well as any Statements of Work, Professional Services Agreements, or other written agreements entered into between the parties governing specific services or aspects of their relationship, all of which are hereby incorporated by reference (collectively, the “Agreement”), and that such Agreement shall govern your access to and use of the Services.
This Agreement applies only to the Services described above, Other sites, apps, social media accounts, or other content that WinfoSoft makes available may have their own terms and conditions that should be reviewed. Except as otherwise expressly stated in any applicable written portion of this Agreement, in the event of any conflict among the governing documents, the order of precedence shall be: (1) this EULA, (2) the applicable Statement of Work, (3) any Professional Services Agreement, and (4) any other legally binding agreement between the Parties.
In consideration of the mutual covenants and representations set forth herein and elsewhere in the Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to the following terms and conditions:
IMPORTANT, PLEASE READ CAREFULLY: THIS AGREEMENT CONSTITUTES A LEGAL CONTRACT BETWEEN YOU AND WINFOSOFT AND GOVERNS YOUR ACCESS TO AND USE OF OUR SERVICES. TO THE GREATEST EXTENT PERMITTED BY LAW, BY CLICKING A BOX OR BUTTON ONLINE, BY TAKING ANY OTHER ACTION INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY OTHERWISE ACCESSING THE SITE OR BY USING OUR OTHER SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITHOUT MODIFICATION. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ORGANIZATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (1) YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND MAY BIND SUCH ENTITY TO THIS AGREEMENT; AND (2) SUCH ENTITY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO BE SO BOUND, THEN YOU ARE NOT AUTHORIZED TO USE THE SERVICES. THE SERVICES ARE NOT AVAILABLE TO ANYONE WHO IS NOT LEGALLY ELIGIBLE TO BE BOUND BY THIS AGREEMENT. YOUR RIGHTS TO USE THE SERVICES ARE FURTHER LIMITED BY APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS.
WinfoSoft may provide special promotions and other offerings through the Services that could have additional terms and conditions or rules. If any portion of this Agreement conflicts with the special terms or rules for any such promotional offering, the conflicting portion of the special terms or rules will govern for that specific promotional offering unless stated otherwise.
This Agreement is effective as of October 27, 2026 (the “Effective Date”).
(a) Purpose. This EULA sets forth the terms and conditions under which Provider agrees to provide Services to you as a Customer, as may be further detailed in a Statement of Work or elsewhere in your Agreement with WinfoSoft.
(b) License Grant. Subject to your compliance with all terms of the Agreement (including the payment of any applicable fees or charges), WinfoSoft hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right and license to access and use the Services and any related Provider Content (defined in Section 9(b), below) in a manner that is consistent with this EULA for the duration of your access to and use of the Services. You agree this is the grant of a license, not a transfer of title, and under this license you may not attempt to decompile or reverse engineer any software contained on or through our Services or transfer the content of our Services to another person or “mirror” the content on any other server. All rights not expressly granted to you are reserved by WinfoSoft and its licensors. There are no implied rights with respect to the Services or any Provider Content.
(c) Authorized Users. Unless otherwise limited by the Agreement, Customer and, at the discretion of Customer, its employees shall be authorized to use the Services. Customer is responsible for its authorized users’ interactions with and use of the Services, and will not allow the Services to be used by, and will not disclose all or any part of the Services to, any person except Customer’s authorized users.
(d) Accessibility. Provider is working to maintain the accessibility and usability of the Site and other online WinfoSoft Services. It is important to note that such accessibility efforts are ongoing as we work to implement improvements consistent with the Web Content Accessibility Guidelines (“WCAG”) as the WCAG are updated over time. For assistance in better understanding the content of any portion of the Services, please call (888) 423-1844 during Provider’s normal business hours, which are Monday to Friday (excluding holidays) from 9 am through 5 pm Eastern time. If you would prefer to provide feedback by email, please write to us at TMyers@winfosoft.com and be sure to specify the webpage where you may be having issues relating to assistive technology such as screen readers, so that we can look into making that page more accessible.
(e) Restrictions on Use.
(i) Except to the extent contrary to applicable law, Customer is prohibited from causing or permitting the reverse engineering, disassembly, or de-compilation of the Services, or removing any proprietary notices thereon.
(ii) Customer is prohibited from using the Services to provide service bureau data processing services or to otherwise provide data processing services to third parties.
(iii) Customer and its authorized users will not access or use the Services in order to develop a similar or competitive product or service to the Services or for any illegal, harmful, fraudulent or offensive purpose or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, indecent, obscene, defamatory, libelous, abusive, harassing, threatening, fraudulent, offensive, enables online gambling or inconsistent with the generally accepted practices of the Internet community, including without limitation promoting or facilitating pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, spamming, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming, and use of content or technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
(iv) Without limiting the foregoing, Customer may allow third party consultants of Customer to access the screen displays only of the Services solely for data input and retrieval purposes on a strict “need to know” basis, and such use shall not be deemed a non-permitted disclosure of the Services.
(v) Customer acknowledges and agrees that U.S. export control laws and other applicable export and import laws govern its use of the Services and Customer will neither export or re-export, directly or indirectly, the Services, nor any direct product thereof in violation of such laws, or use the Services for any purpose prohibited by such laws.
(f) Non-exclusivity. Nothing herein shall be deemed to preclude Customer from retaining the services of other persons or entities undertaking the same or similar functions as those undertaken by Provider hereunder, or for Provider to provide similar services to its other customers or the public at large.
(g) Changes to this Agreement. WinfoSoft reserves the right to make changes to the Services and this Agreement, including WinfoSoft‘s Privacy Policy, at any time. Each time you use our Services, you should visit and review the then current version of this Agreement. By continuing to use the Services after any changes to this Agreement are made, you agree to be bound by such amended Agreement. If you are dissatisfied with any aspect of the Services or this Agreement, you agree that your sole and exclusive remedy is to discontinue using the Services.
(a) Term. Unless terminated earlier in accordance with the terms set forth in this Section, this Agreement shall commence on the Effective Date or from the time you create an account or otherwise start using the Services, and shall continue for as long as you access or use the Services (the “Term”).
(b) Termination for Cause. WinfoSoft may terminate this Agreement or suspend your access to the Services if you breach any term in such Agreement. In addition, WinfoSoft may terminate this Agreement if Customer (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Payments Upon Termination. Upon the expiration or termination of this Agreement, for any reason, Customer shall pay to Provider all undisputed amounts due and payable hereunder.
(d) Return of Materials. Upon expiration or termination of this Agreement, Customer shall promptly return to WinfoSoft, or certify the destruction of, any of WinfoSoft’s Confidential Information (as defined in Section 8(a)) and any other WinfoSoft-provided data, programs, and materials. In the case of Customer Data (as defined in Section 7(a), Provider shall, promptly upon expiration or termination of this Agreement, provide Customer with an opportunity to download or export Customer Data to the extent such Customer Data are stored on or through the Services. The parties agree to work in good faith to execute the foregoing in a timely and efficient manner. This Section shall survive expiration or termination of this Agreement.
Customer shall be responsible for and shall pay to Provider the fees as further described in the Statement of Work or as otherwise agreed to between the parties. Unless otherwise provided, Provider shall charge a 5% fee for its services (“Service Fee”). At the beginning of each new 12-month period in the Term, the Service Fee will be increased by 2% over the Service Fee for the prior 12-month period unless otherwise agreed by the parties. Provider reserves the right to increase its fees (or to begin charging fees for any free version of the Services) upon at least thirty (30) days’ advance notice on the Site, provided that such changes will not apply to fees or charges paid or used prior to the time of the change.
(a) Invoicing. Unless otherwise provided for under a Statement of Work or other written instrument duly executed by the parties, Provider shall bill to Customer any sums due pursuant to the Agreement by monthly invoice. No failure on the part of Provider to provide timely invoices or to meet any particular content requirement contained in this paragraph shall relieve Customer of its obligation to pay Service Fees and expenses. By submitting any payment information to Provider, Customer authorizes Provider to charge the applicable payment method at Provider’s convenience. Customer represents and warrants that it shall not use any form of payment unless it has all necessary authorization to do so. Provider shall not be liable in the event third parties acting with or without Customer’s permission use Customer’s payment information to make purchases on or through the Services; provided, however, that Customer may report any unauthorized use to Provider, and Provider will use reasonable measures within its control to help prevent future unauthorized use of Customer’s payment information.
(b) Suspension of Services; Acceleration of Fees. If Client fails to make any payment when due, Provider may immediately suspend all Services without further notice. In the event of any missed or late payment, all fees due for the entire remaining Term of this Agreement shall automatically accelerate and become immediately due and payable in full, unless otherwise expressly agreed in writing by the parties. Services will not be reinstated until Provider has received full payment of all accelerated amounts then outstanding. If Client fails to cure the non‑payment by paying all accelerated amounts within thirty (30) days after the original invoice date, such unpaid amounts will accrue interest as set forth below. Suspension of Services shall not affect Client’s obligation to pay all amounts owed, including accelerated fees and applicable interest.
(c) Interest on Late Payment. If any payment due to Provider under this Agreement is not paid when due, then Customer shall pay interest thereon (before and after any judgment) at an interest rate of 1.5% per month or the maximum permitted by law, starting on the due date of payment and ending on the actual date of payment, such interest to run from the date upon which payment of such sum became due until payment thereof in full.
(d) Taxes. All prices are exclusive of applicable taxes, including without limitation, sales and use taxes. Provider reserves the right at any time during any applicable term, including after the expiration of this Agreement, to collect from Customer any taxes that are applicable to the Services used by Customer which are levied on such Services by a governing authority and required to be collected by Provider. Customer acknowledges that it shall be responsible for the payment of all fees for Services that are rendered by Provider. Customer’s agreement to pay taxes does not include payment of federal, state, or local taxes based upon Provider’s income.
If described in the Statement of Work, Customer shall provide resources (e.g., technology equipment) to Provider that are reasonably required for the purpose of providing the Services.
Customer and Provider each represent and warrant that:
(a) it is a business duly formed, validly existing, and in good standing under the laws of its state of formation or, if an individual or sole proprietorship, a natural person of majority age and competence to contract;
(b) it has all requisite financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;
(c) this Agreement consists of valid and binding obligations, which are enforceable in accordance with its terms;
(d) the performance of this Agreement has been duly authorized by it; and
(e) it is in compliance with and it shall continue to comply with all applicable federal, state, local, international, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement.
(a) Customer is solely responsible for all data, information, records, and materials (“Customer Data”) that Customer stores, processes, transmits, or otherwise provides in connection with the Services. Customer is solely responsible for complying with all applicable data‑protection, privacy, information‑security, and breach‑notification laws, regulations, and standards relating to Customer Data, including without limitation the collection, use, processing, storage, retention, disposal, and protection of Customer Data. Customer is also solely responsible for any data breaches, unauthorized access, loss, disclosure, corruption, or security incidents involving Customer Data, regardless of cause.
(b) Provider has no obligation to monitor, review, access, store, protect, or secure Customer Data; to ensure Customer’s compliance with data‑protection or privacy requirements; or to implement or maintain any data‑security safeguards on behalf of Customer, except where the Parties expressly agree in a separate, written, and duly executed agreement that specifically identifies the privacy, security, or surveillance obligations to be undertaken by Provider. In the absence of such a separate written agreement, no data‑processing, data‑protection, or security obligations shall be implied.
(c) Customer agrees that Provider shall not be liable for any breach, incident, or violation arising from or related to Customer Data, systems, vendors, or failure to meet its regulatory or privacy obligations.
(a) Confidential Information. Each party (the “Receiving Party”) will maintain the confidentiality of all non‑public information or material disclosed by the other party (the “Disclosing Party”) during the Term that, from all relevant circumstances, reasonably should be treated as confidential or proprietary information or material (“Confidential Information”), and agrees to use such Confidential Information only as necessary to fulfill the Receiving Party’s obligations under this Agreement.
(b) Exclusions. Confidential Information does not include information that is or becomes available to the public, independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, or lawfully obtained by the Receiving Party without confidentiality restrictions.
(a) Intellectual Property Agreement. If Provider and Customer are parties to a separate written intellectual property agreement, that agreement shall exclusively govern the treatment of intellectual property between the Parties. In such case, the intellectual property provisions of this shall not supersede or replace the terms of that separate agreement. However, if no such agreement exists, the terms of this EULA shall govern.
(b) Provider Content. Other than any exceptions that may be referenced in this Agreement, all content appearing on or through the Services including, but not limited to, graphics, text, documents, data, designs, buttons, names, marks, logos, images, photos, video, audio, icons, software and its underlying code, domain names, as well as the color selection, assembly, and arrangement of content (collectively “Provider Content”) are the sole property of Provider or its suppliers and/or licensors, and are protected by United States and international copyright, trademark, and other applicable intellectual property laws. Any use of Provider Content that is not consistent with the intended purpose of the Services, including any modification, reproduction, republication, uploading, posting, transmission, reverse engineering, creation of derivative works, or distribution in any form or by any means without Provider’s prior written consent, is strictly prohibited. No other use is permitted without Provider’s prior written consent. You may not sell, transfer, assign, license, or sublicense any Provider Content. The use or posting of any Provider Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Provider Content and the Services shall automatically terminate, and you shall immediately destroy any copies you have of the Provider Content. Provider Content protected by this Agreement may include, without limitation, certain third-party copyrighted images made available on or through the Services. You acknowledge that you have no rights in such third-party Provider Content. Unauthorized use of any Provider Content may result in the violation of copyright, trademark, and other intellectual property rights or protections available under applicable law. You acknowledge that no right, title, or interest in any Provider Content is transferred to you as a result of you accessing, downloading, or printing any Provider Content through the Services. Any use of Provider Content must display the appropriate copyright, trademark, and other proprietary notices. All software used in connection with the Services is the sole property of Provider or those supplying or licensing the software. You acknowledge that you have no right, title, or interest in or to the Services or any Provider Content. There may be other content available through the Services not owned by Provider, and you should respect those property rights as well. All rights not expressly granted herein are reserved to Provider.
(c) Future Materials. Customer acknowledges that, in the course of performing the Services, Provider may create, develop, enhance, customize, or modify the Services (collectively “Future Materials”). Customer acknowledges that such Future Materials shall remain the sole and exclusive property of Provider, irrespective of contributions by Customer or other individuals, organizations, or entities apart from Provider.
(d) Trademarks & Copyrights. WINFOSOFT is a trademark owned by Provider. Other trademarks, product names, graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Services are trademarks or trade dress of Provider, or they may be the property of their respective owners. Customer warrants that it has full right and authority to grant to Provider the right to use any applicable trademarks or copyrighted material of Customer’s in connection with the Services.
(e) Survival. Except as otherwise provided herein, the provisions of this Section shall survive the expiration or termination of this Agreement. Customer acknowledges that any unauthorized use or retention of WinfoSoft’s Confidential Information and/or Provider Content will cause irreparable harm to Provider for which monetary damages may be inadequate and agrees that, in the event of such unauthorized use, Provider will be entitled to seek injunctive or other equitable relief without the necessity of posting bond or other security, in addition to any other remedies available at law or in equity.
(a) Provider Limited Services Warranty. Provider warrants to Customer that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. If Customer notifies Provider in writing of any material failure of the Services to conform to this warranty within thirty (30) days after the applicable Services are performed, and provides sufficient information for Provider to identify and replicate the issue, Provider shall use commercially reasonable efforts to re‑perform the non‑conforming Services as soon as practicable.
(b) Exclusive Remedies. The remedies set forth in Section 10(a) constitute Customer’s sole and exclusive remedies, and Provider’s entire liability, for any breach of the limited warranty set forth in Section 10(a). No other warranties, express or implied, including warranties relating to Microsoft products or third‑party software, shall apply.
(c) Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10(a), ANY SERVICES PROVIDED BY PROVIDER ARE PROVIDED “AS IS.” PROVIDER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND OR NATURE WITH REGARD TO ANY SERVICES PROVIDED BY PROVIDER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NONINFRINGEMENT, WHETHER ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, INCLUDING ANY OUTPUT OR RESULTS OF USING ANY SERVICES PROVIDED BY PROVIDER, AND PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE, WILL MEET CUSTOMER’S REQUIREMENTS, OR OPERATE IN ALL COMBINATIONS SELECTED BY A CUSTOMER OR ITS AUTHORIZED USERS.
(d) Abrogation of Limited Warranty. The limited warranties set forth in Section 10(a) shall be void to the extent any material non‑conformity in the Services results from: (A) any modification, alteration, or change to the Services made by any party other than Provider or its authorized agents or contractors, unless such modification was expressly approved in writing by Provider; or (B) Customer’s failure to implement corrections, updates, recommendations, or other changes provided or made available by Provider that are necessary to remediate or prevent the non‑
(e) FAILURE OF ESSENTIAL PURPOSE. THE PARTIES HAVE AGREED THAT THE DISCLAIMERS AND LIMITATIONS SPECIFIED IN THIS SECTION 10 AND IN SECTION 12 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS EULA IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(f) HIGH RISK ACTIVITIES. ANY SERVICES PROVIDED BY PROVIDER ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATION SYSTEMS, MASS TRANSIT, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICES OR ANY OTHER SERVICES PROVIDED BY PROVIDER COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). ACCORDINGLY, PROVIDER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. CUSTOMER AGREES THAT PROVIDER SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED TO THE USE OF THE SERVICES PROVIDED BY PROVIDER IN SUCH HIGH RISK ACTIVITIES OR SIMILAR APPLICATIONS.
(g) Third-Party Links. The Services may contain links to other websites, apps, marketplaces, or other online locations or services (“Third-Party Links”) that are not controlled by or affiliated with Provider. If you use these Third-Party Links, you will leave Provider’s Services. Provider provides these Third-Party Links to you only as a convenience. Provider is not in any way responsible for the products, services, or any content available through Third-Party Links including, without limitation, any other links displayed on or through such third-party services, nor does Provider warrant that such third-party services or any information available through such services are current, accurate, or error-free. You access and use any Third-Party Links at your own risk. The Third-Party Links are not meant to indicate any association with Provider, and Provider does not endorse any site or any content, goods, or services promoted or available through such Third-Party Links. If you access or use any Third-Party Links, you will be subject to the terms of use, privacy policy, and other terms or policies applicable to those third-party services. You should review the privacy policies and terms of use for such third-party services before using them. Provider also may allow interaction between the Services and other third-party services such as AI providers, hosting services, and social media platforms. Provider is not responsible for any harm or damages resulting from the interaction functions provided through any third-party social media platforms or services.
(a) Customer agrees to indemnify, defend, and hold Provider, its affiliates, and its and their respective officers, directors, employees, agents, licensors, representatives, attorneys, business partners, contractors, and any other party involved in the creation, production, or transmission of the Services (collectively, the “Provider Parties”) harmless from and against any and all claims, demands, losses, costs, damages, liabilities, judgments, awards, and expenses (including attorneys’ fees, costs of defense, and direct, indirect, punitive, special, individual, consequential, or exemplary damages) that any of the Provider Parties suffer in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that relates to Customer Data, Customer’s or its authorized users’ use of the Services, Customer’s breach of this Agreement, the use of the Services by any person using a Customer computer, device, or account, if applicable, and/or Customer’s violation of any applicable law or regulation. Customer’s indemnification obligations shall survive the termination of this Agreement.
(b) Customer shall not enter into any settlement for a claim subject to indemnification under this Section that imposes any restrictions or obligations on the Provider Parties or results in any admission or acknowledgment of liability, wrongdoing, or fault on the part of the Provider Parties. The Provider Parties shall have the right, but not the obligation, to be represented by counsel of their own selection and expense.
(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ANY OF THE PROVIDER PARTIES TO CUSTOMER OR ANY OTHER USER OF THE SERVICES OR PROVIDER CONTENT FOR DIRECT DAMAGES ARISING FROM THIS AGREEMENT OR CUSTOMER’S USE OR INABILITY TO USE THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00 USD) OR THE AMOUNT THAT CUSTOMER PAID TO THE PROVIDER PARTIES FOR THE APPLICABLE SERVICES OUT OF WHICH THE LIABILITY AROSE, REGARDLESS OF THE TYPE OF ACTION WHETHER IN CONTRACT, TORT, OR OTHERWISE.
(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR OTHER SIMILAR DAMAGES), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PROVIDER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR ARISING OUT OF: (i) THIS AGREEMENT; (ii) THE USE OR INABILITY TO USE THE SERVICES; (iii) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (iv) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR INACCURACIES AVAILABLE ON OR THROUGH THE SERVICES; AND/OR (v) ANY OTHER MATTER RELATING TO THE SERVICES OR ANY LINKS AVAILABLE ON OR THROUGH THE SERVICES.
(c) SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH JURISDICTIONS, THE LIABILITY OF THE PROVIDER PARTIES TO ANY USER OF THE SERVICES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
(a) Relationship between Customer and Provider. Provider is an independent contractor and has no authority to bind, commit, or incur obligations on behalf of Customer, except as expressly provided in this Agreement. Provider shall not represent itself as an agent, employee, partner, or joint venturer of Customer.
(b) Assignment; Change of Control. Customer may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement, whether by contract, operation of law, merger, change of control, reorganization, or sale of all or substantially all of its assets, without the prior written consent of Provider. Any attempted assignment or transfer by Customer without such consent shall be null and void. Notwithstanding the foregoing, Provider may assign this Agreement, in whole or in part, to any affiliated entity or in connection with a merger, reorganization, restructuring, or sale of all or substantially all of Provider’s assets.
(c) Geographic Limitations. If Customer uses the Services outside the United States, Customer is responsible for following applicable local laws and determining, among other things, whether your use of the Services violates any such laws. By using the Services, you agree and acknowledge that information about you, including personal information, may be transmitted to, processed in, and stored in the United States.
(d) Governing Law. Customer and Provider hereby irrevocably and unconditionally agree that this EULA and the rest of the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles.
(e) Venue and Jurisdiction. Customer and Provider also irrevocably and unconditionally agree that any claim, action, or lawsuit over any dispute arising out of or relating to this Agreement or any of the transactions contemplated under this Agreement shall and must be initiated in any federal or state court located within the Commonwealth of Pennsylvania, sitting in York County, and the parties further agree that venue for all such matters shall lie exclusively in those courts. This choice of venue is intended by the parties to be mandatory and not permissive in nature. The parties irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have, including any claim of forum non conveniens or similar doctrine or theory, to venue in the courts located in the Commonwealth of Pennsylvania and each of the parties consent to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) and to service of process upon them in accordance with the rules and statutes governing service of process in any such suit, action or proceeding.
(f) Attorney’s Fee. Provider shall be entitled to recovery of attorney’s fees, costs, and expenses incurred in enforcement of this Agreement, in addition to any other relief to which Provider may be entitled.
(g) Force Majeure. Other than Customer’s obligation to pay Service Fees and expenses of Provider, neither party shall be liable for delays or any failure to perform the Services or any other obligations under this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to fire, explosion, flood or other natural catastrophe, viral outbreak, epidemic, pandemic, disease, public health emergencies, governmental responses to these emergencies and civil disturbances related to these conditions, voluntary or mandatory compliance with any direction, request, or order of any person having or appearing to have authority in that regard whether for defense or other health and safety, statutory, governmental, or national purpose governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance.
(h) Export Controls. Certain software elements of the Services may be subject to United States export laws and controls. No software may be downloaded or exported to any country or foreign citizen which is under a United States embargo or that would otherwise violate federal, state, or local laws or regulations.
(i) No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
(j) Severability. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
(k) Notices and Contact Information. Any notice required or permitted under this Agreement shall be in writing and may be given by any commercially reasonable means. Notice shall be deemed effective when received, when delivery is refused or when the sender can otherwise demonstrate delivery or refusal to accept delivery. Customer may contact WinfoSoft using the following information:
Email: TMyers@winfosoft.com
Phone: (888) 423-1844
Mail: Winfosoft Inc.
Chief Privacy Officer
144 Merion Rd.
(l) Entire Agreement. This EULA, together with any relevant Statement of Work, the data processing activities disclosed in WinfoSoft’s Privacy Policy, and any other terms that are made available through the Services, constitute the entire Agreement between the parties on the subject matter to which it relates and supersede any and all previous representations, understandings, or agreements between Customer and Provider as to the subject matter hereof.