Winnfii Accelerated Customer Care (WinnACC)
Service and Software License Agreement
28-Nov-2019
This is an agreement (the Agreement) between You and Winnfii Pte Ltd or one of its affiliates (Winnfii) for the use of WinnACC. This agreement applies to the services and software named above and any Winnfii services or software updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter Your or Winnfii's rights relating to pre-updated software or services). IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.
  1. Definitions
    1. As used in the Agreement, the following defined terms shall apply:
    2. Winnfii, we, us and our
      mean Winnfii Pte Ltd.
    3. Customer, You and Your mean You and any entity or organisation You are authorised to represent, including each user.
    4. Affiliated User means any person or entity, other than You and not employed directly by You, that uses the Software or Services with Your authorisation from time to time.
    5. Agreement means these Terms of Use or License Terms.
    6. Confidential Information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
    7. Data means any data inputted by You or with Your authority into the Software or Services.
    8. Fee means the all fees (including any taxes and duties) payable by You in accordance with the Fee Schedule.
    9. Fee Schedule means the information relating to billing set out and agreed by You and Winnfii.
    10. Feature means the unit of functionality or module of the Services.
    11. Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
    12. Minimum Term means the initial minimum 12-month term for your Software or Services subscription, that you agree to when you subscribe the Software or Services via any point of purchase.
    13. On-Premise means the building or site (where the Software or Services is deployed) owned and operated by You or Your organisation.
    14. Website or Hosted Site means the Internet site (hosting the Services) operated by Winnfii.
    15. Services means the applications or services owned and made available (as may be changed or updated from time to time) by Winnfii via the Winnfii software-as-a-service (SaaS) offerings.
    16. Software means the applications or software product owned and made available (as may be changed or updated from time to time) by Winnfii via the On-Premise deployment or Hosted Site.
    17. Taxes means all applicable transactional taxes on Services (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), and tariffs and/or duties) imposed by any government entity or collecting agency based on the Services. Taxes shall not include those taxes based on Winnfii's net income, and/or those taxes for which You have provided a valid certificate confirming You are exempted.
    18. User means a person that uses the Software or Services with Your authorisation from time to time.
  2. Use Rights
    1. Use of Software or Services.
      We grant You a non-exclusive, non-transferable, non-sublicensable and limited rights to access and use the Software or Services with the features available according to Your licensing type, subject to this Agreement and in the way that we authorise from time to time. You warrant that You have the authority to bind under this Agreement those Affiliated Users. You will be liable to Winnfii in the event any Affiliated User fails to comply with any term or condition of this Agreement. You acknowledge and agree that, subject to any applicable written agreement between You and the Affiliated Users, or any other applicable laws:
      1. You determine who is an Affiliated User and what level of user role access to the relevant organisation and Service that Affiliated User has;
      2. You are responsible for all Affiliated Users' use of the Service;
      3. You control each Affiliated User's level of access to the relevant organisation and Service at all times and can revoke or change an Affiliated User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Affiliated User or shall have that different level of access, as the case may be;
      4. if there is any dispute between You and an Affiliated User regarding access to any organisation or Service, You shall decide what access or level of access to the relevant Data or Service that Affiliated User shall have, if any.
    2. Documentation.
      You may copy and use the documentation for Your internal, reference purposes.
    3. New Features or Services.
      Winnfii may make new features or functionalities for the Software or Services available from time to time, the use of which may be contingent upon Customer's agreement to additional terms.
    4. Usage Limitations.
      Use of the Service may be subject to limitations, including but not limited to number of users, monthly transaction volumes and the number of calls You are permitted to make against Winnfii's application programming interface. Any such limitations will be advised.
    5. General obligations.
      You must only use the Software and Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Winnfii or condition posted on the Website. You may use the Service on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
    6. No interference with WinnACC.
      You will not:
      1. interfere with the operation of WinnACC;
      2. use WinnACC in a way that could harm or impair anyone else's use of it;
      3. use WinnACC to gain unauthorised access to any service, data, account or network by any means;
      4. falsify any protocol or email header information (e.g. spoofing);
      5. upload any material (including pdf. files) into WinnACC which: (i) is harmful, threatening, abusive, vulgar, obscene or otherwise objectionable; (ii) contains Personal Information of any other person, without that person's express or implied consent; (iii) infringes on the intellectual property rights of any other party; or (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
      6. use WinnACC to send "spam" or otherwise make available any offering designed to violate these Terms; or
    7. Access conditions.
      1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Winnfii of any unauthorised use of Your passwords or any other breach of security and Winnfii will reset Your password and You must take all other actions that Winnfii reasonably deems necessary to maintain or enhance the security of Winnfii's computing systems and networks and Your access to the Services.
      2. As a condition of these Terms, when accessing and using the Services, You must: (i) not attempt to undermine the security or integrity of Winnfii's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks; (ii) not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services; (iii) not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted; (iv) not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and (v) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
  3. Your Obligations
    1. Payment of Fees.
      You must pay all Fees due to us in relation to your use of WinnACC on the due date and otherwise in compliance with any payment terms you have entered into with us. An invoice for the Fee will be issued each period in accordance with the details set out in the Fee Schedule. We will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause '6. Termination'. You are responsible for the payment of all taxes and duties in addition to the Fee.
    2. Changes to Fees.
      By giving you at least 20 days' notice before the change takes effect, we may: change the amount of any Fee and introduce a new Fee; and change the circumstances in which, or frequency with which, a Fee is payable. Section '9. Notices' tells you about the ways in which we can give you notice.
    3. Annual Prepaid Subscription.
      1. Your subscription will commence from the date of purchase and will continue for a full 12-month period, expiring on the same day in 12 months' time. Once an annual prepaid subscription has commenced, it cannot be cancelled or refunded, except for in compliance with these Terms; and
      2. We will issue you with a renewal reminder notice prior to the expiry of your subscription. If you choose to renew, by paying the renewal fee prior to or up 30 days after the expiry date, you will retain use of and access to WinnACC and your annual renewal date will remain unchanged. If you do not renew within 30 days of the expiry date, your WinnACC subscription will be terminated.
    4. Preferential pricing or discounts.
      You may from time to time be offered preferential pricing or discounts for the Fees as a result of the number of organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ("Organisations"). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Fees in relation to all of Your Organisations. Without prejudice to any other rights that Winnfii may have under these Terms or at law, Winnfii reserves the right to render invoices for the full (non-discounted) Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
    5. Indemnity.
      You indemnify Winnfii against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Winnfii, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by You.
  4. Confidentiality and Privacy
    1. Confidentiality.
      Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party's obligations under this clause will survive termination of these Terms. This clause shall not apply to any information which: (i) is or becomes public knowledge other than by a breach of this clause; (ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; (iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or (iv) is independently developed without access to the Confidential Information.
    2. Privacy.
      Winnfii maintains a privacy policy that sets out the parties' obligations in respect of personal information. You should read that policy at https://www.winnfii.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.
  5. Intellectual Property
    1. Our intellectual property rights.
      All Intellectual Property Rights in the Software, Services, the Website and any documentation relating to the Software and Services remain the property of Winnfii (or its licensors). We retain our intellectual property rights, except where specifically set out in these Terms, these Terms do not give You any intellectual property or other rights in any of our:
      1. software, documents, templates, marketing material, trademarks, business names, logos, trading styles, processes or methodologies; or
      2. other intellectual property, and You (including Your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.
    2. Third Party intellectual property rights.
      These Terms do not give You any intellectual property or other rights in any of the software or other intellectual property supplied by any Third Party as a part of WinnACC, and You (including Your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.
    3. Ownership of Data.
      All Intellectual Property Rights in the Data remain Your property. However, in case of Hosted Site, Your access to the Data is contingent on full payment of the Winnfii Fee when due; You grant Winnfii a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
    4. Backup of Data.
      In case of On-Premise Deployment, You must maintain best practice policies and procedures to prevent data lost, including a daily system data back-up regime, and Winnfii does not make any guarantees that there will be no loss of Data. In case of Hosted Site, You must maintain copies of all Data inputted into the Service and Winnfii adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Winnfii expressly excludes liability for any loss of Data no matter how caused.
    5. Third-party applications and Your Data.
      If You enable third-party applications for use in conjunction with the Software or Services, You acknowledge that Winnfii may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Winnfii shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
  6. Termination
    1. Prepaid Subscriptions.
      Winnfii will not provide any refund for any remaining prepaid period for a prepaid Fee subscription.
    2. WinnACC Subscriptions.
      If your subscription to WinnACC is terminated:
      1. If you have a Licence to use this Software, you can continue to use this Software in accordance with this Agreement; or
      2. If you do not have a Licence to use this Software, you will have read only access to the data you have saved locally.
    3. No-fault termination.
      These Terms will continue for the period covered by the Fee paid or payable under clause '3.1. Payment of Fees'. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month's advance written notice. If You elect to terminate these Terms by providing one month's' advance written notice, You shall be liable to pay all relevant Fees up to and including the day of termination of these Terms.
    4. Breach.
      If You:
      1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
      2. breach any of these Terms and the breach is not capable of being remedied (which includes, without limitation, any payment of Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
      3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
      Winnfii may take any or all of the following actions, at its sole discretion:
      1. Terminate this Agreement and Your use of the Services;
      2. Suspend for any definite or indefinite period of time, Your use of the Services;
      3. Suspend or terminate access to all or any Data.
      4. Take either of the actions in sub-clauses (a), (b) and (c) of this clause 6(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.
      For the avoidance of doubt, if payment of any invoice for Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, Winnfii may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
    5. Accrued Rights.
      Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will: (i) remain liable for any accrued charges and amounts which become due for payment before or after termination; and (ii) immediately cease to use the Sofware or Services.
    6. Expiry or termination.
      Clauses 3.1, 3.5, 4, 5, 6, 7, and 8 survive the expiry or termination of these Terms.
  7. Data Collection
    1. In case of Hosted Site, the Software or Services may collect information about You and Your use of the software and send that to Winnfii. Winnfii may use this information to provide services and improve Winnfii's products and services. Your opt-out rights, if any, are described in the product documentation. You can learn more about Winnfii's data collection and use in the product documentation and the Winnfii Privacy Statement at https://www.winnfii.com/privacy/. You agree to comply with all applicable provisions of the Winnfii Privacy Statement.
    2. Some features in the Software or Services may enable collection of data from users of Your applications that access or use the Software or Services. If You use these features to enable data collection in Your applications, You must comply with applicable law, including getting any required user consent, and maintain a prominent privacy policy that accurately informs users about how You use, collect, and share their data.
  8. Scope of License
    1. The software is licensed, not sold. This agreement only gives You limited rights to use the Services. Winnfii reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the Services only as expressly permitted in this agreement. In doing so, You must comply with any technical limitations in the software that only allow You to use it in certain ways. You may not
      1. work around any technical limitations in the Software or Services;
      2. reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the Software or Services;
      3. copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from WinnACC, except where we have given You permission;
      4. remove, modify, tamper with any regulatory or legal notice or link that is incorporated into WinnACC.
      5. publish the software for others to copy;
      6. rent, lease or lend the software;
      7. transfer the software or this agreement to any third party; or
      8. use the software for commercial software hosting services.
      9. use WinnACC in way that is prohibited by law, regulation or government order in any relevant jurisdiction, or in a way that violates a third party's legal rights;
  9. Notices
    1. You will agree that all communications between you and us in relation to WinnACC will be by email, by in-product notification through WinnACC or by us posting a notification on the Winnfii website (winnfii.com), unless another method is agreed to by the addressee.
    2. Any notice or other communication to or by a party by email is regarded as being given by the sender and received by the addressee when a delivery confirmation report is received by the sender which records the time that the email was delivered to the addressee's email address (unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee).
    3. We may provide a notice or other communication to you by a posting to the Winnfii website (winnfii.com) or within your subscribed product. That notice or other communication is regarded as being given by us and received by you when the posting is made. We recommend that you regularly check the Winnfii website and your subscribed product for notices or other communications.
  10. Applicable Law
    1. Singapore.
      If You acquired the software in Singapore, Singapore law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles.
    2. Outside Singapore.
      If You acquired the software in any other country, the laws of that country apply.
  11. Disclaimer of Warranty
    1. THE SOFTWARE IS LICENSED "AS IS." YOU BEAR THE RISK OF USING IT. WINNFII GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, WINNFII EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  12. Limitation On and Exclusion of Damages
    1. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM WINNFII AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR SUBSCRIPTION FEE FOR THE MONTH DURING WHICH THE LOST OR BREACH OCCURRED (OR UP TO SGD$5.00 IF THE SOFTWARE OR SERVICES ARE FREE). YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.
    2. This limitation applies to (a) anything related to the software, services, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.
    3. It also applies even if Winnfii knew or should have known about the possibility of the damages.
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