All content is copyright © 2010 winwin llc Burlington, Vermont
THESE TERMS AND CONDITIONS APPLY TO USE OF WINWIN APPS. THESE TERMS AND CONDITIONS OF USE ARE SUBJECT TO CHANGE AND MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE. BY USING WINWIN APPS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
The use of winwin apps is provided subject to these Terms and Conditions, as they may be amended by winwin, LLC ("winwin"), and any guidelines, rules or operating policies that winwin may establish and post from time to time (collectively, the "Agreement"). By posting updated versions of the Agreement on the winwinapps.com web site, or otherwise providing notice to you, winwin may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the winwin apps in its sole discretion. All such changes shall become effective upon the posting of the revised Agreement on the winwinapp.com web site. The winwin apps are available only to persons who can form legally binding contracts under applicable law.
While winwin provides a suite of free web-based and mobile apps, winwin does charge for integrated commerce activities. By using winwin apps you agree to use winwin's pay service and to pay all associated fees. Winwin's pay service must be used to process payment for all or your revenue generating activities through the winwin apps, including but not limited to event ticket sales, donations, auctions and merchandise sales.
You are responsible for reviewing the terms of the payment schedule from time to time and remaining aware of the fees charged by winwin. The terms of the Pay Service and the Fee Schedule is subject to change at any time in winwin's sole discretion.
You are solely responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with your activities employing the winwin apps.
Subject in each case to the terms listed in the remainder of this Agreement, you hereby represent, acknowledge and agree that:
3.1 Winwin prohibits the use of the winwin apps or this web site by any person or entity that:
3.2 Right to Disable Access or Remove Content. Winwin, at its own discretion, may immediately disable your access to the winwin apps or remove all or a portion of your content, without refund, if winwin apps believes, in its sole discretion, that you have violated any of the policies listed above or in this Agreement.
4.1 No Rights in Software. This is an Agreement for services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the winwin apps or any software, documentation, or data related to the winwin apps ("Software"); remove any proprietary notices or labels from the winwin apps or any Software, modify, translate, or create derivative works based on the winwin apps or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the winwin apps or any Software.
4.2 Permitted Use of the Products. The winwin apps shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use the winwin apps or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party.
4.3 Copyright and Trademark Information. This web site, and the information which it contains, is the property of winwin and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, "winwin" and the winwin apps logo are registered trademarks of winwin under the applicable laws of the United States and/or other countries. Other winwin product or service names or logos appearing in this web site are either trademarks or registered trademarks of winwin and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of winwin's trademark or other intellectual property rights concerning that name or logo.
4.4 Compliance with Laws; Monitoring. You shall use the winwin apps only in compliance with this Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws). Although winwin has no obligation to monitor the content provided by you or your use of the winwin apps, winwin may do so and may block any email messages, remove any such content, including surveys or event registrations, or prohibit any use of the winwin apps that winwin believes may be (or is alleged to be) in violation of the foregoing.
4.5 Information From You. In using the winwin apps, you may provide information about yourself to winwin. Winwin may use this information and any technical information about your use of the winwin apps to tailor its presentations to you or communicate separately with you. In addition, you may provide credit card information from persons with who you do business. Winwin will use such information only for the purpose of processing transactions on your behalf. Except as described above, winwin will not provide your information about you or persons with whom you do business to third parties who you have not authorized to receive such information, except (i) as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order or (ii) if your winwin account was terminated due to violation of the terms of this Agreement.
4.6 Intellectual Property Matters. You agree that you will not upload or transmit any contact lists, communications or content of any type to this web site or in connection with the winwin apps that infringe, misappropriate or violate any rights of any party. By submitting ideas, concepts, inventions, or content to this web site or using them in connection with the winwin apps, you agree that such submission is non-confidential for all purposes. If you make any such submission, you agree that you will not send or transmit to winwin or to any third party using the winwin apps, any communication or content that infringes or violates any rights of any party. If you submit any business information, ideas, concepts or inventions or content to winwin by email, you agree such submission is non-confidential for all purposes. If you make any submission to this web site or if you submit any business information, idea, concept, invention or content to winwin by email or use any business information, idea, concept, invention or content in connection with the winwin apps, you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, winwin a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner. The foregoing license grant shall not apply to your contact lists and the content you deliver to or through the winwin apps ("Customer Information") and you hereby separately grant to winwin a revocable, non-exclusive, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, publish, distribute, perform, and display the Customer Information only as required by winwin to offer and operate the winwin apps and related services, including available offerings from third parties.
You may terminate this Agreement at any time by contacting winwin. There are no refunds for any fees paid. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND WINWIN IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT AND ANY FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.
Winwin may terminate this Agreement or the winwin apps, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Winwin shall have no liability to you or any third party because of such termination or action.
Winwin may delete any of your archived data within 30 days after the date of termination. After termination, you shall process all unsubscribe requests within 30 days of your last email campaign. Winwin will provide upon request the list of unsubscribe requests from your account.
All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.
You hereby agree to defend, indemnify and hold harmless winwin and its officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute or events you host using the winwin apps, or (iii) otherwise arises from or relates to your use of the winwin apps. In addition, you acknowledge and agree that winwin has the right to seek damages when you use the winwin apps for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In addition, in the event that winwin is required to respond to a third party or law enforcement subpoena that is related to your use of the winwin apps, winwin may in its sole discretion require y ou to reimburse winwin for its reasonable expenses associated with complying with such subpoena.
USE OF THE WINWIN APPS AND ANY RELIANCE BY YOU UPON THE WINWIN APPS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WINWIN DOES NOT WARRANT THAT THE WINWIN APPS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WINWIN APPS. THE WINWIN APPS ARE PROVIDED "AS IS" AND WINWIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your sole and exclusive remedy for any failure or nonperformance of the winwin apps shall be for winwin to use commercially reasonable efforts to adjust or repair the winwin apps.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL WINWIN OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "WINWIN") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF WINWIN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, WINWIN IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF WINWIN TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR USE OF THE WINWIN APPS IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY WINWIN TO YOU IN THAT TWELVE (12) MONTH PERIOD.
You understand, agree and acknowledge that winwin may in its discretion, but is not obligated to, monitor or record any of your telephone conversations with winwin for quality control purposes, for purposes of training its employees and for its own protection. You acknowledge and understand that not all telephone lines or calls are recorded by winwin, and winwin does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by winwin of that third party or of any product or service provided by a third party.
11.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.2 This Agreement, including all other documents referenced or incorporated herein (including but not limited to the Fee Schedule), constitutes the entire agreement between the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications of this Agreement must be in a writing signed by both parties.
11.3 You may not assign this Agreement or the use of the winwin apps without the prior written consent of winwin; any attempted assignment in violation of the foregoing will be null and void. Winwin may assign this Agreement without your consent. All terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns.
11.4 The failure of winwin to partially or fully exercise any right will not be considered a waiver of that right unless so stated by winwin in writing to you. The waiver of any breach shall not prevent any subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedies made available to winwin by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to us in law or equity.
11.5 No agency, partnership, joint venture, or employment is created as a result of the Agreement. Neither party has any authority to make any commitments on behalf of the other or to purport to bind the other party in any manner or to any extent.
11.6 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
11.7 The Agreement shall be governed by the laws of the State of Vermont, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in the State of Vermont.
If you have any questions about the rights and restrictions above, please contact winwin by telephone at (541) 728-3158 or by email at
info@winwinapps.com.
All content is copyright © 2010 winwin llc Burlington, Vermont