Winmore 360 “Work From Home” Agreement
1. “Agreement” means this “Work From Home” Agreement.
2. “Winmore” refers to Winmore Inc.
3. “You” and “Your” refers to the individual or entity that has ordered the Winmore Software by having clicked “I ACCEPT” during the registration process or otherwise having used the Winmore Software.
4. “Winmore Software” means the Service offering that Winmore makes available, including any software, technology platform and other materials that Winmore makes available as part of the Service for Your access and use.
5. “Users” means those individuals authorized by You or on Your behalf to use the Service.
6. “Your Content” means all text and numerical data, and data files provided by You or any user and that reside on, or run on or through, the Service.
7. “Usage” means the total potential revenue related to bids or tenders processed through the Service.
8. “Service” means the online, web-based software application provided by Winmore via https://secure.lanetix.com or Winmore’s mobile app and/or other designated websites or device apps.
B. Work From Home Period
Subject to acceptance by Winmore, This Agreement is effective upon Your acceptance of this Agreement (the “effective date”) and will terminate forty-five (45) days from the effective date unless ended earlier in accordance with this Agreement.
C. Rights Granted
For the duration of the Work From Home Period, You have the nonexclusive, nontransferable, non-assignable, limited right to use the Service, subject to the terms of this Agreement, and solely for Your internal business purposes to evaluate Winmore’s Software offering. You may allow Your users to use the Service for this purpose and You are responsible for Your users’ compliance with this Agreement. Upon the end of this Agreement or the Service hereunder, Your right to access or use the Service and Winmore programs shall terminate.
D. Ownership and Restrictions
You retain all ownership and intellectual property rights in and to Your content and Your applications. Winmore retains all ownership and intellectual property rights to the Service and Winmore programs, including derivative works thereof, and anything developed and delivered by Winmore under this Agreement. Company agrees that Winmore may process Your content to create and compile anonymized, aggregated datasets and/or statistics about the Winmore products or service in order to: (a) maintain and improve the performance and integrity of Winmore products or service, (b) observe how customers interact with Winmore products or service and (c) identify the types of Winmore services that may require additional maintenance or support, provided in each case that such aggregated datasets and statistics will not enable Company or any living individual to be identified.
E. Disclaimers and Exclusion of Warranties
THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WINMORE HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE SERVICE, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WINMORE DOES NOT GUARANTEE THAT (A) THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT WINMORE WILL CORRECT ALL ERRORS IN THE SERVICE; (B) THE SERVICE WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA; (C) YOUR CONTENT AND YOUR APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND (D) THE SERVICE, INCLUDING ANY SOFTWARE, INFORMATION OR OTHER MATERIAL YOU OBTAIN OR PURCHASE FROM WINMORE UNDER THIS AGREEMENT, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT WINMORE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WINMORE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON-WINMORE SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE SERVICE, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND WINMORE AGAINST ANY CLAIM AND INDEMNIFY WINMORE FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON-WINMORE SOFTWARE. WINMORE IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE SERVICE. WINMORE RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SERVICE AND WINMORE SOFTWARE AT ANY TIME WITHOUT NOTICE.
F. User Accounts
To use the Service, each user must have a Winmore Service account. Access to the Service is restricted to authorized users only. You may not share Your password(s), account information, or access to the Service. You are responsible for identifying and authenticating all users, for approving access by such users to the Service, for controlling against unauthorized access by users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Your and Your users’ Single Sign-On with Winmore, You accept responsibility for timely and proper termination of user records in Your local (intranet) identity infrastructure and on Your local computers. Winmore is not liable for any harm caused by users, including individuals who were not authorized to have access to the Service but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Your local identity management infrastructure or Your local computers. You are responsible for all activities that occur under Your and Your users’ passwords or accounts or as a result of Your or Your users’ access to the Service, and agree to notify Winmore immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Service.
G. End of Agreement
Service provided under this Agreement shall be provided for the Work From Home Period defined above unless earlier terminated in accordance with this Agreement by Winmore within five (5) days of acceptance of Agreement which shall not be unreasonably withheld. You may discontinue Your use of the Service at any time. Winmore may terminate Your access to or use of the Service at any time for any reason. You acknowledge and agree that Winmore has no obligation to retain Your content, and that Your content will be irretrievably deleted, following the termination of the Service. Provisions that survive termination or expiration of this Agreement are those which by their nature are intended to survive.
The Service under this Agreement are provided to You free of charge during the Work From Home Period. At the end of the Work From Home Period, should you intend to continue to use the Service, you will be invoiced at a rate of $250 per subscriber per month for a one-year term and be required to agree to and sign a Winmore Subscription Agreement.
I. Entire Agreement
You agree that this Agreement is the complete Agreement for the Service ordered by You, and that this Agreement supersedes all prior or contemporaneous Agreements or representations, written or oral, regarding such Service. This Agreement may not be modified and the rights and restrictions may not be altered or waived except in writing signed and accepted by Winmore.
J. Limitation of Liability
IN NO EVENT SHALL WINMORE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EVEN IF WINMORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1. This Agreement is governed by the laws of California and You agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco County in any dispute arising out of or relating to this Agreement.
2. You may not assign this Agreement or transfer the Service or an interest in it to another individual or entity.