Terms of Service

INTRODUCTORY

General

These Terms (as defined below) will apply to any use of the Service (as defined below). If You click the checkbox “I agree to these Terms of Service” upon your registration for the Service, and if You make any use of the Service, You agree to be bound by these Terms of Service and to qualify as a “User” (as defined below). By accepting these Terms of Service, You agree to a valid and binding agreement with Winglio. You cannot hold Winglio responsible or liable for any event that occurs in compliance with these Terms.
Please read these Terms of Service carefully so that you know what your rights and obligations are when using the Service.
If You do not agree to these Terms of Service, You should immediately refrain from using the Website and/or Service.

Definitions

The following terms, when used in these Winglio Terms of Service or any document referred to herein, shall have the following meaning:

"Service"

means the set of all free and/or paid services, products, tools, information or any other type of data provided to You by Service Provider through the Winglio's Website, Winglio Dashboard and/or in any other acceptable way;

"Service Provider"

means the company Bimosoft E OÜ, Laki tn 30, Tallinn 12915, Estonia, VAT no: EE102218635;

"Service Provider's Corporate Partner"

means a body corporate to which the Service Provider has assigned one or more of its rights and obligations arising from the Service;

"Winglio"

means the trading name of the Service Provider used as the official name of the Service;

"We" or "Our" or "Us"

means both Winglio as Service or Service Provider, depending on the context;

"Winglio Office"

means the separate administration unit created on Winglio platform by the Service Provider that belongs to You as a Verified User, and which You may use for Your business activities under the conditions described in these Terms of Service and/or any other agreement between You and the Service Provider;

"Website"

means any of the websites operated by Service Provider for the provision of the Service, including, but not limited to www.winglio.com and any websites of business affiliates of Winglio;

"Your Website"

means any of the websites which is or may be related to Your using of the Service where our corporate and/or contact details are mentioned or displayed;

"You"

as a noun, or in form of a pronoun, indicates You, the individual end user of the Service;

"User"

means any person registered on Winglio as its end user;

"Verified User"

means You upon successfully completing the identity verification process as defined in these Terms;

"Account"

means the account within the Website accessible by providing the Service with Your Credentials required for access to and using of the Service;

"Winglio Dashboard"

means the online section of the Website, made available to You by Winglio upon You becoming a Verified User, that enables You to fully access and use the Service;

"Personal data"

means any data that directly or indirectly relates to a natural person;

"Credentials"

means Your email address and password that are required to register for an Account and to have access to and make use of the Service;

"Verified Credentials"

means Credentials of You as the Verified User;

"Web"

means the public internet;

"Content"

means any content, information or data provided by You to the Service and/or content of Your website(s) related with the using of the Service;

"Fee"

means a fee charged by Winglio for provision of bespoke digital, intellectual, administrative, commission based, consulting or legal services;

"Terms"

means this document, named “Terms of Service” and explaining the nature of relation between You and Winglio or You and any other person related to You and/or Winglio while using the Service;

"Agreement"

means the legally binding partnership agreement between You as the Verified User and Winglio for access to and use of the Service;

"Winglio Partner"

means You as the Verified User who entered into Agreement with Winglio;

"Client Contracts"

means contracts between You, the Client and the Service Provider or Service Provider’s Corporate Partner for the provision of Works within the scope of these Terms, such as Works Provision Contracts, or other Works provision agreements that may be entered into on a case-by-case basis;

"Master Service Contract"

means an agreement between You and Winglio under which the Parties can enter into multiple specific transactions to be executed by You as Contractor, per Works Orders issued to You by Winglio or another Winglio approved orderer;

"Winglio Approved Orderer"

means another Winglio User designated as Winglio Teamleader and given explicit approval by Winglio to issue Works Orders to other Winglio Users designated as their Winglio Teammates;

"Payment Agreement"

means an agreement between the Client and the Service Provider or Service Provider’s Corporate Partner, as defined in Article 14 of these Terms;

"Works"

means services provided to the Client under these Terms and pertaining Client Contracts;

"Reputable Partners"

are organizations, communities and/or partnerships that operate as freelancers’ head-hunting agencies, job-finding agencies or in any similar legally recognized system, and their reputation is of such quality that Winglio recognizes them as trusted entities in regards to Works contracting for You or Winglio;

"Balance"

represents the current status of User's Revenue Share Rights;

"Supported Currencies"

means monetary currencies available for invoicing or payments made through Winglio, visible in drop-down menus in the order forms on Your Winglio Dashboard and advertised on the Website;

"Client"

means a third party for whom Winglio performs Works per these Terms and Client Contracts;

"Third-party Subcontractor"

means any subcontractor contracted to execute Works or parts thereof not registered as a Winglio User;

"Supplier"

means a third party who provides You and/or Winglio with goods and services for the purpose of Works execution;

"Vendor"

means a third party who provides You and/or Winglio with retail goods and services for the purpose of Works execution;

"Notice Period"

is the period of validity of the Agreement from the moment of its termination in accordance with these Terms and/or any other applicable rules until the moment of expiration of its validity

"Cancelation"

means a unilateral ending of contractual relationship between You and Winglio due to Your request;

"Termination"

means premature unilateral ending of contractual relationship between You and Winglio due to Your fault as defined in these Terms;

"Privacy Policy"

means Winglio's privacy policy which can be found at https://www.winglio.com/privacy-policy;

"Winvitation Bonus"

means a reward for inviting potential users to use Winglio Services, under conditions set by these Terms and the Winvitation Bonus Terms & Conditions.

SETTING UP

Account

You may sign up and open an Account with Winglio by filling out the form on the Website with your Credentials. You alone are responsible for the wording of your Credentials and memorizing them in a proper and secure manner. However, such Account still does not permit You to make use of or to have full access to the Service as long as You do not Verify the Credentials and become a Verified user and Winglio Partner through the electronic signing of the Agreement.
Winglio reserves the sole right to decide and dedicate which features of the Service and in which scope will be available to You as an unverified User.
In order to be able to make use of and to have full access to the Service, You have to create an Account and get verified by the Service Provider in the way as it is described on the Website. Upon creating your Account, in order to become a Verified User, You will be obliged to verify Your Credentials in the way described in the Website and Article 4 of these Terms. You are responsible for keeping Your Credentials confidential. You are responsible and liable for all use made of and access to the Service by means of Your Account. As soon as You know or have reason to assume that Your Account has come into the hands of an unauthorized third party/parties, You must inform Winglio of this immediately, notwithstanding Your obligations to take immediate effective measures Yourself, such as changing the password to Your Account.
If You are a natural (physical) person, You must be at least eighteen (18) years old in order to make use of and to access the Service. By accepting these Terms, You warrant that You are at least eighteen (18) years old.
Winglio may, at our absolute discretion, refuse to verify You and disable further usage of the Service.
Winglio accepts no liability for any damages resulting from unauthorized access to or use of the Service by You or third parties, notwithstanding Article 47.
You may close your Account at any time by posting a request on Your Profile page in Winglio Dashboard.
For all intents and purposes, it will be considered that the full extent of the rights and obligations arising from these Terms of Service are applied solely to You as a Verified User and Winglio Partner, unless specifically provided otherwise or unless the context provides that the particular provision is or may be applied to You as unverified User.

Identity

You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate Your identity in order for You to become the Verified User and a Winglio Partner, in accordance with the Winglio Privacy Policy.
You must, at our request, provide:
1. A copy of one credible identification document (such as your ID card, drivers' license or passport);
2. A copy of the utility bill, not older than 30 (thirty) days, containing Your name and address of residence.
We may also ask you to provide photographic identification holding a sign with a code that we provide as an additional identity verification step.
Your Personal Data shall be shared with third parties in accordance with the Winglio Privacy Policy.
We reserve the right to close, suspend, or limit access to your Account, the Website and/or Winglio Service in the event where we are unable to obtain or verify to our satisfaction the information which we request under this section, and especially if We notice that You are using forgeries or fake documents in your attempt to become a Verified User.

THE WINGLIO PARTNER STATUS

Signing of the Agreement

For the purpose of You becoming a Winglio Partner, upon verification of your identity, You are authorized to sign the Agreement with Winglio, which enables you to use all features of the Service. Still, some features of the Service may be available to you only upon receiving an invitation to join Partnership Upgrades from the Service Provider and accepting that invitation in accordance with these Terms and other legally binding documents these Terms invoke. Winglio will offer You to sign the Agreement in the process of verification of the Credentials.
The Agreement is an electronic document. It is presented to You in the form of a PDF document which includes your Verified Credentials and other Personal Data. Contents of the Agreement are not subject to negotiation. Should You choose not to operate under the Agreement, You will not be able to use Winglio as a Winglio Partner.
It is considered that You have signed the Agreement upon Your ticking of the box marked “I have read and fully understood the Partnership Agreement, including Terms of Service, and by checking this box I confirm my entering into the aforesaid Agreement.” after which Winglio will enable You to electronically sign the Agreement via an electronic documents’ signing application.
If any form of electronic confirmation of the Agreement is not to your satisfaction, Winglio may provide you with a hard-copy of the Agreement. However, in such case, the execution of Agreement may prove to last a substantial amount of time, and your Winglio Partner status will not be activated until We receive a duly signed copy of the Agreement. In that case, We also reserve the right to request from You a reimbursement of the part or the overall expenses of the Agreement delivery.
By signing the Agreement in any form available, You unequivocally confirm that You have read and fully understood all rights and obligations arising from the Agreement and that You waive any right to dispute any provision therein, as long as such provision is valid under applicable laws.
For the avoidance of any doubt, The Agreement is valid from the moment of the Winglio’s receipt of Your electronic confirmation/electronic signature/signed hard-copy of the Agreement, for the indefinite duration.

Personal Use of the Account

You are solely entitled to operate under the Agreement. If You allow any third person to use Your Account for his/hers personal use, Winglio does not condone it, nor does Winglio accept or undertake any obligation towards You or any third person You have allowed using Your Account. Winglio is authorized to terminate the Agreement immediately and to cancel Your Account if it notices that You have allowed a third person to use Your Account for any purposes.

Your Status as a Winglio Partner

Notwithstanding any provisions of any legal document possibly executed between Winglio and You or applicable to You through execution of other executed legal document, You are considered solely as an independent contractor of Winglio, wherein Winglio provides certain services for You on an entirely commercial (business) partnership (quid pro quo) basis. From the moment of entering of the Agreement into force until its termination, You have the status of the independent contractor/business associate (i.e. Winglio Partner) of the Service Provider and/or any other company that is or will be used for providing of any part of the Service. You are not, nor will You be considered, for any purpose imaginable, an employee, officer or sub-contractor of Winglio. You may not, under threat of penalty, present or identify Yourself to any third person as an employee, officer or sub-contractor of Winglio.
Under no circumstances are You entitled to enter into any legal transaction on behalf of Winglio or to the benefit/encumbrance of Winglio. All legal transactions so executed will be deemed null and void by Winglio, Your Agreement will be immediately terminated, Your Account will be permanently blocked, and You will be obligated to pay any damages Winglio may incur.
The business associate status gives You the possibility to conduct some or all of Your business activities, in accordance with these Terms, through the Service Provider and/or any other company allowed to be used for such business activities by the Service Provider.

The Use of the Service

Winglio hereby grants You as a Winglio Partner a non-exclusive, non-transferable, limited right to access and use the Service, under the conditions of these Terms and for the duration of the Agreement.
The use of the Service is at Your own expense and risk. You are responsible for meeting the technical and functional requirements and using the electronic communication facilities that are necessary to be able to access and use the Service. The risk of loss, theft or damage to any of Your data will at all times be borne by You.
Winglio is not liable and/or responsible for the Content, the Application and/or any use made of the Service by You, notwithstanding Articles 45 and 46 of these Terms.
Notwithstanding any other provisions of these Terms and any of Your legal obligations, the use of the Service, the Website, and the Winglio Office Administration may not, at Winglio's sole discretion:
1. Include software such as viruses or Trojans that can damage or erase, make unavailable or make inaccessible any computers or data of Winglio, (other) Users or third parties;
2. Bypass technical security measures of the computer systems of Winglio, (other) Users or third parties;
  
  Involve the unreasonable or disproportionate use of the infrastructure of Winglio or third party computer systems;
3. Impede the functionality or functionalities of the Service;
4. Involve manual or automated software, devices, or other processes to “crawl”, “spider” or scrape any content of the Service;
5. Constitute unauthorized or unsolicited advertising, junk, spam, bulk e-mail, scam and/or phishing;
6. Infringe on any Winglio or the third party Intellectual Property Rights, privacy rights or any other rights;
7. Involve, relate to, provide links to, promote or in any other manner be connected to child pornography, bestiality or other unlawful erotic content or acts relating thereto;
8. Promote or provide instructions or information about how to engage in illegal conduct, commit illegal activities or promote physical harm or injury;
9. Involve any illegal activities or activities that are contrary to morality or public order;
10. Involve any illegal activities or activities that can be related to any illegal activities, including but not limited to issuing the false or fraudulent payment requests or invoices, issuing the payment requests or invoices for illegal or prohibited products and/or services, and/or creating payment orders for illegal or prohibited products and/or service;
11. Involve false or misleading information, including but not limited to the information related to payment requests, invoices and payment orders created by You;
12. Involve otherwise inappropriate use;
You warrant to refrain from such acts.
You accept full criminal and material liability that may result in a violation of one or more of the provisions mentioned in this Article.
The Service may contain information that is derived from and/or may refer to third parties’ websites, products or services (for instance through hyperlinks, banners or buttons). Winglio is not responsible, nor liable for the content of such information.
Winglio will have the right (but not the obligation), at its sole discretion, to review, edit, limit, refuse or remove Content and/or to limit and/or refuse You access to and/or use of the Service, more specifically in the event the Content and/or use of the Service, according to Winglio, violates these Terms, and/or that it deems to be otherwise objectionable.

Winglio Office

Winglio Office is a specially created business unit of the Service Provider available to You as a part of the Service, which may be used under the conditions defined by the Agreement, these Terms and any possible additional legal document applicable to the relationship between You and Winglio.
Winglio Office enables You to electronically and directly communicate with Winglio, other Users of Winglio, your Winglio Teamleader and Teammates, and Suppliers.
Winglio Office enables You, among other things, to access all necessary information and documents relevant to the use of Winglio services and the performance of all activities and the fulfillment of mutual rights and obligations as defined in these Terms and pertaining Client Contracts.

Service Provider’s Corporate Partners

Service Provider may, at its own disposal, select one or more companies operating from countries different from the Service Provider’s seat, to act as the Service Provider’s agents in the execution of Winglio Contracts. Such companies shall be deemed as Service Provider’s Corporate Partners.
You will be offered, prior to execution of a Winglio Contract, or use of any of the Service Provider’s services, to choose to engage one of the Service Provider’s Corporate Partners as a secondary contractual provider and as Your primary vehicle for providing Works for Your Clients in certain situations. List of Service Provider’s Corporate Partners will be available to you via your Winglio Office. It is up to You to decide whether You will or will not use services of the Service Provider’s Corporate Partners, and which one would You prefer to use.

THE WORKS PROVISION CONTRACT

Contents of the Works Provision Contract

If You decide to conduct business with a Client through Winglio, You will instruct the Client to enter into a Works Provision Contract with the Service Provider or the Service Provider’s Corporate Partner. Through Winglio, the Client contracts Works to be done by the Service Provider or the Service Provider’s Corporate Partner as the contractual Provider of Works, with You as Manager in the contractual role of initiator, facilitator and, if so agreed, the contractor, subcontractor or any other role provided for you by Winglio, executing the whole or part of the Works in cooperation and coordination with the Service Provider or the Service Provider’s Corporate Partner.
You will create an individual Works Provision Contract by filling a form on the Website. By filling and submitting a form, it is considered that you have initiated and given a mandate to Winglio to enter into a contract with the Client in the role of Provider of the contracted Works. After completion and approval by Winglio, the Works Provision Contract will be delivered to the Client for signing through an electronic document signing form.
You are solely responsible for inputting the following content of the Works Provision Contract through the ready-made form on the Website, reachable through Your Winglio Office:
1. Name, address, Tax ID (if available) and other relevant information about the Client;
2. Description of the Works;
3. Deadline(s) for delivery (if any):
4. Price of Works (total, per hour, percentage, etc.);
5. Payment arrangements (such as due date/payment on installments etc.).
If the content provided in the previous Paragraph relates to a natural (physical) person (i.e. the Client is a natural person, not a company) You (the User) will be considered as the source of personal data pertaining to such a Client as defined by the applicable privacy protection legislation and in accordance with the Winglio Privacy Policy.
All other content of the Works Provision Contract, except the content described in Paragraph 11.3., is ready-made and non-negotiable. You accept, without any further remarks, to use only Works Provision Contract templates in Your business activities done through Winglio. Should the Client have any remarks to the Works Provision Contract in regards to the non-negotiable content, You may instruct the Client to contact Winglio directly in order to discuss those remarks.
Winglio may, at its sole discretion and without any obligation to the Client nor the User, change ready-made and non-negotiable content of the Works Provision Contract on a case-to-case basis if it is deemed appropriate.

Execution of the Works Provision Contract

You, as a Winglio Partner and contractual party in the role of Manager within the Works Provision Contract, must uphold your obligation under the Works Provision Contract to their full extent, and in all their aspects. You must act with the care of the expert in Your field of service, and must uphold the reputation of Winglio, as well as Your own, to the maximum extent possible.
You, in the role of Manager within the Works Provision Contract shall initiate and facilitate the execution of contacted Works through the cooperation with and coordination of the Service Provider and/or the Service Provider’s Corporate Partners with contractors and subcontractors (which may include other Winglio Users in the role of Winglio Teammates) for the purpose of execution of Works as contracted by the Works Provision Contract.
You, in the role of Manager within the Works Provision Contract may yourself act as a subcontractor or any other position provided for you by Winglio for the purpose of execution of the Works as contracted by the Works Provision Contract if you and the Service Provider have entered into a Master Service Contract allowing you to act as contractor for the Service Provider within the scope and obligations set out by the Master Service Contract.
You may, if hired by Winglio, execute your role within the Works Provision Contract in the role of a Winglio employee. All obligations set out within this Section shall analogously govern your execution of the Works Provision Contract.
In communication with the Client, You will be kind and polite, with respect to the rights and obligations taken over by the Works Provision Contract.
If any Works have been contracted under the Works Provision Contract, You may not, under any circumstances:
1. Receive any payments from the Client outside the Service in relation to Works contracted per the Works Provision Contract;
2. Change the conditions of the Works Provision Contract outside of the Winglio system and in breach of Article 13 of these Terms;
3. Falsely claim any non-delivery of the Works;
4. Avoid any liability towards the Client related to contracted Works due to delays, non-performance, or other breaches of the Works Provision Contract.
Any rights to Works to be transferred to the Client (such as ownership, license, or any other right) will be automatically transferred from You to Winglio at the moment of their completion. If any part of the Works (such as any objects, intellectual property rights and similar) is owned or under any other title pertinent to Winglio as defined in these Terms, such part of the Works will be automatically commingled with the part of the Works to which You own the right up until their transfer to Winglio. All rights to completed Works, including the commingled rights, will be transferred from Winglio to the Client at the moment of Your delivery of Works, whether the delivery is made wholly or in phases.
Breach of any of the provisions of this Article may lead to termination of the Agreement and the Master Service Contract, cancelation of Your Account, as well as to Your liability to reimburse any damages, costs and expenses Winglio incurs due to breach.

Changes to the Works Provision Contract

Should You and the Client decide to amend, or in any other way change the Works Provision Contract, You will fill out the appropriate form available to You through Your Winglio Office. Such change shall be considered as an Annex to the Works Provision Contract and will be applicable from the moment of execution. The procedure shall be the same as for the signing of the Works Provision Contract. As a party to the Works Provision Contract, Winglio is not obligated to accept changes to the Works Provision Contract.
Non-negotiable parts of the Works Provision Contract, as defined in Paragraph 11.5, are not subject to any changes.
Winglio may, at its sole discretion and without any obligation to the Client nor the User, change ready-made and non-negotiable content of the Works Provision Contract on a case-to-case basis if it is deemed appropriate.

Termination of the Works Provision Contract

Should You decide to terminate the individual Works Provision Contract for any valid reason stated in the Works Provision Contract, You must inform Winglio about the occurrence. Winglio will act on Your request to terminate unless it deems that such action is clearly unlawful and may cause serious damage to Winglio or the Client due to unlawful termination. In any event, if Winglio proceeds with the termination procedure, it will be clearly stated that Winglio is acting under the order of You as a contractual party within the Works Provision Contract in the role of Manager, and as such Winglio waives all liability for damages incurred to the Client due to such a cancellation. You shall be fully liable to the Client for any and all damages incurred through such a termination as per the Works Provision Contract.
For purposes of valid termination, You will, prior to the termination, issue an electronically signed statement to the benefit of Winglio, stating that:
1. You are taking on all liability as a result of termination,
2. You will hold Winglio harmless for any possible damages, costs or expenses that might arise as a result of termination,
3. You will take over, on request of Winglio, as a defendant, any claim filed against Winglio as a result of termination, as well as take over any possible obligation to remedy the Client should the Client succeed with the claim, both in aspect of the main claim and any costs or expenses of litigation/arbitration. Breach of such obligation may result in an additional obligation to pay damages, penalties and to be subject to criminal charges should Your actions be considered as fraudulent.

PROVISION OF WORKS THROUGH WINGLIO TEAMS

Winglio Teams

Winglio enables its Users to cooperate and coordinate in the execution of Works through Winglio through the Winglio Teams option, wherein the Winglio Teamleader as a Winglio approved orderer (designated as Manager within the Works Provision Contract described above) acts as the main coordinator and contactor of Works, with the remaining Winglio Teammates acting as subcontractors in regards to the contracted Works pursuant to Works Orders received from the Winglio Teamleader.
Any Winglio User may become a Winglio Teamleader by inviting other Winglio Users to their team. Subsequently any Winglio User may become a Winglio Teammate by accepting such an invitation. However, in order to execute specific contracted Works, a Winglio Teamleader must issue, and a Winglio Teammate must accept a Works Order.
Any Winglio User may simultaneously be a Winglio Teamleader or a Winglio Teammate in an unlimited number of Winglio Teams.
Upon completion of Works and receiving of payment by the Client, each Winglio Teammates’ Balance shall be increased pursuant to the accepted Works Order delivered by the Winglio Team Leader and accepted by the individual Winglio Teammate.
Winglio shall exclusively execute increases of Winglio Teammates’ Balance pursuant to Works Orders sent and accepted through the Winglio system in accordance with these Terms, the Agreement and the provisions of the Master Service Contact.
An individual Winglio Teammate cannot request an increase in Balance before payment from the Client for the execution of contracted Works is received by Winglio.
Any contracts, promises or other types of obligations that may exist between the Winglio Teamleader and individual Winglio Teammates outside of the Winglio system in accordance with these Terms, the Agreement and the Master Service Contract, as described above, shall not be considered in any way binding for Winglio. Winglio hereby waives any responsibility for any types of obligations that may exist between Winglio Users outside of the Winglio system.
A Winglio Teammate may exit a particular Winglio Team at any time. A Winglio Teammate may cancel an accepted Works Order issued by his Winglio Teamleader, at any time before the completion of Works and reception of payment by Winglio. However, in both cases the Winglio Teammate shall waive all rights to an increase of their Balance.

PROVISION OF WORKS THROUGH THIRD PARTIES

Provision of Works through Third-party Subcontractors.

You may, if so contracted by the Works Provision Contract and within the scope of these Terms, subcontract a part of the contracted Works to a Third-party Subcontractor.
You are exclusively and completely responsible for the actions and results of the Third-party Subcontractor. Therefore, any liability that may be incurred for You or Winglio in the execution of Works done by a Third-Party subcontractor shall fall exclusively and completely on You.
You may request that the Service Provider settle Third-party Subcontractor fees and expenses through the issuance of a Payment Order from your Balance. Such payments shall be deemed as Works execution expenses and shall result in the deduction of Your Balance. All Balance management limitations set out in these Terms shall apply.
Before accepting any Payment order, the Service Provider is entitled to request all documentation as set out in Article 23.4 and 26.2 of these Terms.

Provision of Works through acquisition of goods, services and rights from Suppliers and Vendors

You may, if so contracted by the Works Provision Contract and within the scope of these Terms, acquire goods, services and rights for Suppliers and Vendors for the purpose of contracted Works execution.
You are exclusively and completely responsible for the quality, quantity, merchantability and fitness of the acquired goods, services and rights from Suppliers and Vendors.
You may request that Winglio settle Supplier and Vendors fees and expenses through the issuance of a Payment Order from your Balance. Such payments shall be deemed as Works execution expenses and shall result in the deduction of Your Balance. All Balance management limitations set out in these Terms shall apply.
Before accepting any Payment order, the Service Provider is entitled to request all documentation as set out in Article 23.4 and 26.2 of these Terms.

ADDITIONAL PARTNERSHIP UPGRADES

Partnership Upgrades

Winglio may enable Partners that meet criteria for eligibility for specific Partnership Upgrades certain Partnership Upgrades that may include certain monetary or Service functionality amenities.

PRIZES AND REWARDS

Winglio Prizes and Rewards

Winglio may, from time to time and at its own discretion, in order to promote Winglio to potential new customers, as well as to improve the experience of Users and encourage their loyalty, organize sweepstakes, contest, games and programs that give Users the chance to win prizes and rewards within the Service itself, as well as prizes and rewards that can be redeemed outside of the Service.

Winvitation Bonus

Winglio uses Winvitation Bonus in order to reward its Users for recommendations of the Service to potential new users, in accordance with the Winvitation Bonus Terms & Conditions.

FINANCES

Balance

Balance shown in Your Winglio Office represents the current status of your Revenue Share Rights as a cumulative amount of all Balance increases and decreases from the date of your entering into the Agreement up to the present moment. It is informational and does not represent Winglio’s obligation to you.
Your Balance may be increased in the following ways:
1. When revenue is generated for Winglio through the provision of Works or provision of other Services in accordance with these Terms;
2. When the value of Winglio’s assets is increased through Your recommending and acquiring of new Winglio Users in accordance with the Winvitation Bonus Terms and Conditions;
3. When any type of Your indirect or direct contribution results in the increase of Winglio's assets, if deemed so by Winglio on a case-by-case basis;
4. When a refund is made to Winglio, including but not limited to refunds for any type of Payout to you and/or Payment order sent to any Winglio Supplier or Subcontractor upon your request;
5. When Winglio so deems it on a case-by-case basis.
Your Balance may be decreased in the following ways:
1. When Winglio reserves any part of the revenue generated through the provision of Works or the provision of other Services in accordance with these Terms;
2. When Winglio deducts any Fees in accordance with these Terms;
3. When you request a Payout;
4. When you request a Payment order;
5. When Winglio reserves any part of the Balance for coverage of the future expenses incurred for Winglio as a result of your using of the Service;
6. When Winglio executes a refund to a Client or other third party;
7. When Winglio so deems it on a case-by-case basis;
Your Balance may not be lower than 0 (zero) unless you request and get explicit approval from Winglio. Before approving such a request, Winglio may assess whether it considers such a request justified and may request an appropriate guarantee to cover the negative Balance, including, but not limited to, the payment of a Deposit (collateral) to the Service Provider or Corporate Partner bank account.
Should Your Balance become negative through a way not provided for by these Terms, Winglio is authorized to use any legal and financial remedies to set-off that negative amount against You, which include but are not limited to automatic set-off against any Deposits available, at Your cost.
Your Balance represents Winglio’s assets and is shown to You for informational purposes. You are not, under any circumstances, authorized to request any interests or additional earnings in relation to the assets shown as Your Balance.
Winglio is not a banking or financial institution, nor does it operate as such. Winglio does not provide any services to You that may be considered as banking or financial services. Any negative Balance shall not be considered as a credit or loan or any other banking or financial instrument geared towards crediting the User, as it is to be considered advanced payment of expenses incurred and needed to ensure the provision of Works contracted through Winglio.
You may not, under any circumstances, pledge, mortgage, or in any other manner encumber amounts of money registered as Your Balance at Winglio. Winglio will deny any such request made by You or any third party towards Winglio without consideration.

Payouts

You can request a payout from Winglio for any amount of money as long as Your Balance stays equal to or higher than 0 (zero) after the payout is processed. You will be asked to select one of the supported Payout methods and to provide Payout instructions, including, but not limited to, your personal bank account details.
You may request the following types of Payouts:
1. Regular Payouts – default Payouts upon User request. These are deemed by Winglio as your personal income.
The payout request is possible only to a bank account held by you. Our financial department will reject any payout request to a bank account held by someone else.
Money paid out from Winglio becomes Your personal income and is transferred under Your sole legal and other liability at the moment when the request for payout is duly processed. From that moment on, You are solely responsible for any possible liabilities under applicable tax laws and regulations towards Your personal creditors or towards any thirds persons that have or may have any type of claim against You. Winglio does not settle Your personal responsibilities under any conditions.
You may not, under any circumstances, pledge, mortgage, or in any other manner encumber any of Your currently pending or future requests for a payout of money from Winglio. Winglio will deny any such request made by You or any third party towards Winglio without consideration.

Payment orders

You may, depending on certain conditions and subject to approval by Winglio on a case-by-case basis, request that Winglio execute a payment to a third-party, such as a Subcontractor, Vendor or Supplier for the purpose of reimbursement as coverage of expenses incurred for the User through the execution of Works contracted through Winglio.
You can request a Payment order from Winglio as long as Your Balance stays equal to or higher than 0 (zero) after the Payment order is executed.
Payment order requests may be submitted to Winglio through Your Winglio Dashboard. Each individual Payment order is subject to approval by Winglio.
Payment orders shall be executed after you provide Winglio with detailed documentation describing the legal basis for such a transfer as well as a breakdown of expenses incurred in the execution of Works, which are designated as the basis of such expenses. Winglio may request that you provide additional documentation and statements in order to meet AML regulations, depending on the jurisdiction. Winglio is free to decline any such payout and transfer request without cause and explanation.

Deposit

You may have a separate amount of money deposited at Winglio, which may be used as collateral for specific purposes. That amount of money will be known as the Deposit. Deposits do not represent Balance or other Winglio assets.
Money may be remitted as a Deposit only after explicit approval by Winglio and within a Winglio approved and specified amount and currency.
The Deposit shall be primarily used as collateral for expenses incurred for Winglio during the execution of contracted Works or provision of other Services through Winglio. However, on a case-by-case basis, Winglio may decide upon and request a Deposit for other purposes.
Your Deposit may be refunded at any time, following Your request for a Deposit refund. However, You cannot request a refund of a Deposit if Your Balance is below zero (0).
You do not, under any circumstances, reserve the right to any interest or additional earnings in relation to the Deposit.
With the exception pertaining to Winglio, You may not, under any circumstances, pledge, mortgage, or in any other manner encumber amounts of money registered as your Deposit at Winglio. Any such request made by You or any third party towards Winglio will be denied by Winglio without consideration.
Winglio waives any responsibility for bank charges, transfer fees, or other thirds party expenses incurred as the result of a Deposit remittance or refund money transfer. Any such bank charges, transfer fees, or other third-party expenses fall exclusively on the User.

ADDITIONAL BUSINESS OPTIONS

Bespoke Services

Winglio may, upon Your request and on a case-by-case basis, provide You personally with bespoke digital, intellectual, administrative, commission based, consulting or legal services, or any other type of bespoke services. Such bespoke services shall, on top of a deduction of Expense Reservation, incur a one-time fee established beforehand between You and Winglio.

Reimbursement of expenses

You may request that Winglio reimburse certain costs and expenses that may be incurred for You in the course of provision of Works. Each reimbursement request (made in the form of a Payment order as defined in Art. 23 above) will be subject to approval by Winglio.
In order for Winglio to accept a reimbursement request, You must provide Winglio with the following information and documentation:
1. The Works in connection with which the costs/expenses have (or are going to be) incurred;
2. Detailed information about the cost/expense such as the type of cost/expense, the amount, the provider of the service/product that resulted in the cost/expense etc.;
3. Relevant documentation such as receipts, invoices, payment orders, offers etc., relating to the cost/expense;
4. Any additional information and documentation if requested by Winglio due to obligations stemming from AML regulations Winglio may be subject to;
5. Any other additional information and documentation Winglio may deem necessary on a case-by-case basis.
Winglio is free to decline any reimbursement request without cause and explanation.

COMPENSATION

Types of Compensation

When providing services and executing Works through Winglio, you shall be compensated for services rendered and Works executed in accordance with the provisions of each particular contract or Works Order governing said service and Works, on a case by case basis.
Generally, a User may be compensated in the following manner:
1. Through Revenue Share Right in the form of Balance;
2. Through direct payment of a contracted fee paid to the User's bank account;
3. Other forms of compensation specifically contracted on a case-by-case basis.

Revenue Share Right

Revenue Share Right indicates the right of the User to instruct Winglio to, within the scope of these Terms, dispose of a share of Winglio’s revenue realized through the execution of Works manifested through Balance. However, to avoid any doubt, Revenue Share Right is explicitly not money belonging to the User or money owed by Winglio to the User, but an acquired right of the User to instruct Winglio to dispose of a share of Winglio’s revenue in a limited manner in accordance with these Terms.
Revenue Share does not provide for any type of direct payments between Winglio and the User for services rendered. Winglio will not be responsible for any tax or other duties of the User arising from the acquisitions of rights to revenue share for executed Works.
The User’s Revenue Share Right is considered established only after the revenue generated on the basis of a Works Order is received by Winglio.

FEES AND EXPENSE RESERVATION

Winglio Fees

Winglio does not charge any fees for the provision of Services and the use of Winglio Services is free for You. However, Winglio does reserve the right to decrease Your Balance for expenses incurred through the provision of Services. Such a deduction of Expense Reservation should not be and is not considered a fee or other type of charge levied on the User for the provision of Winglio Services.
The previous Paragraph notwithstanding, should You request that Winglio provide You personally with bespoke digital, intellectual, administrative, commission based, consulting or legal services, or any other type of bespoke services, such bespoke services shall, on top of a deduction of Expense Reservation, incur a one-time fee established beforehand between You and Winglio on a case-by-case basis.

Expense Reservation

In order to offset operating expenses incurred and to secure the highest possible standards of Service provision and development, Winglio is authorized, per these Terms and the Expense Reservation Rules, to decrease your Balance in any case, including but not limited to:
1. when Winglio receives payment from the Client or your Winglio Teamleader's Client for the provision of Works in accordance with these Terms;
2. when Winglio executes a Payment or Payout order;
3. when Winglio receives any other type of order or request from You that may incur any expenses for Winglio;
Winglio may, from time to time and at its own disposal, change the amounts and/or methods of calculation of Expense Reservation. If so, the new Expense Reservation will apply to You from the date set by the Winglio. You will be informed about the changes of Expense Reservation a reasonable amount of time prior to the application of changes.

CURRENCY AND TAX ISSUES

Currencies

Balance is displayed only in Euros as an official currency of the Winglio Service.
The official currency for all Expense Reservations, as well as for all Payout or Payment orders is Euro and will be calculated in that currency no matter in what currency Winglio receives payment.
Only Supported Currencies may be displayed on payment requests and invoices created for Clients through the Winglio Dashboard. Winglio may, from time to time and at its own discretion, add additional or remove existing supported currencies.
Payments received from Clients to the Service Provider's bank account, or bank account of the Service Provider’s Corporate Partner, have to be in the currency displayed on the payment request or invoice, no matter what the Client's country of residence is.
All increases and deductions of Your Balance may only be ordered and made in Euros.
Upon receipt of the payment in any currency other than Euro from the Client, Winglio will automatically recalculate that amount in Euros in accordance with the valid exchange rate applicable in the bank holding the account at which the amount was received. Upon recalculation, the amounts of Expense Reservation and Balance will be displayed to You in accordance with this Article.
Payments and acquisitions will be paid to Third-Party Subcontractors, Suppliers and Vendors only in Supported Currencies, and the amount on the invoice received from the Third-Party Subcontractor, Supplier and Vendor has to be displayed in one of the Supported Currencies, no matter what the Third-Party Subcontractor’s, Supplier's or Vendor’s country of the seat is. If the invoiced amount is displayed in any other currency, Winglio has the right to cancel the accepted acquisition or Payment order.
If You have a special requirement regarding the allowed currencies, depending on the requirements of Your business nature, some exceptions may be agreed through the additional business agreement between You and the Service Provider.

Your Personal Tax Liability

All tax liabilities of the companies related with the providing of the Service, including, but not limited to, the Service Provider are fulfilled in the country in which that company has its registered address. The Service Provider and the Service Provider’s Corporate Partners only fulfill tax duties related to them as bodies corporate.
The Payouts deducted from Your Balance may be the subject of income tax or some other tax in Your country of residence, so you should comply with your obligations regarding that matter by yourself.
You are solely responsible for managing Your personal income acquired through Your business partnership with Winglio. If the business model of Winglio is not, at any given moment, fully compatible with the current or future tax laws and regulations valid in country of Your residence or country where You are obligated to pay taxes, it is up to You to manage Your Winglio Account in a manner that complies with all laws and regulations applicable to You.
Neither the Service Provider nor any of the Service Provider’s Corporate Partners is responsible or liable for payment of any taxes related to Your personal income which You acquire by Payouts from your Balance in any manner conceivable. Furthermore, neither Service Provider nor any of the Service Provider’s Corporate Partner shall be responsible or liable for any payments, penalties, third-party charges, accusations, indictments or verdicts implying or determining Your evasion of tax payments, tax frauds or any other illegalities related to Your duties and obligations as a taxpayer.

VAT

In certain situations, operating through some Service Provider’s Corporate Partner may require calculation and collection of VAT in accordance with the law, as well as payment of VAT if VAT is presented as provided by the law on the Third-Party Subcontractor’s, Supplier's or Vendor’s invoice as part of the price.
When VAT must be a mandatory part of the invoice and it must be collected from the Client, You will be clearly informed of it. In such case, VAT collected from the Client will not be included in the price of Works You cited in Your payment request or invoice order, it will not be a part of Your Balance, nor will it be taken into account as a basis for calculation of Expense Reservation. Your Balance will only be increased by the net invoiced amount decreased by the applicable Expense Reservation. The amount of VAT collected by the invoice issuer will be considered as the invoice issuer’s direct income. In the case of a partial payment of such invoice, a collection of VAT will have precedence over collection of the rest of the invoiced amount.
If the Third-Party Subcontractor, Supplier or Vendor issues an invoice together with the VAT amount, and You have ordered Winglio to execute a Payment, Your Balance will be decreased for the overall invoiced amount (VAT included) together with the Expense Reservation.

INTELLECTUAL PROPERTY OF THE USER

Content License

Winglio presumes, without any prejudice, that You own all of Your Content and other information that you upload to the Service, as well as Your Content You will be using in relation to using the Service, including but not limited to Your websites, brochures, marketing materials and/or any other media where our corporate and/or contact details may be displayed. Winglio does not claim any ownership rights to Your Content. After posting Your Content into the Service or posting our corporate and/or contact details on any of Your Content, subject to the licenses granted herein, You continue to retain any ownership rights You have to Your Content, and You continue to have the right to use and license Your Content in any way you choose. The Content You connect in any way with the using of this Service needs to comply with these Terms. At any point, You can remove Your Content from the Service and cancel your Account, and Winglio does not retain any license rights unless expressly provided otherwise in these Terms.
You hereby grant Winglio, during Your usage of the Service, a nonexclusive, worldwide, royalty-free, and transferable right and license to use, access, store, cache, publicly perform and display Your Content and Network Data:
1. For the purpose of operating and making Your Content and Network Data available on any part of the Service, and in all current and future media in which Winglio materials may now or hereafter be distributed or transmitted, or
2. For Winglio’s internal business purposes so that Winglio may derive metrics and analytics relating to Your Content and Network Data.
You are solely responsible for Your Content. You are responsible for making sure that you have all rights to Your Content, including the rights necessary for you to grant the foregoing licenses to Your Content. You understand that whether or not Your Content is published or marked private by You, Winglio does not guarantee any confidentiality or privacy with respect to any of Your Content uploaded to the Service. Additionally, You understand and agree that Your Content that is displayed on any public part of Service may continue to appear on any property owned by, or published by Winglio, even after You have terminated your account, as portions of Your Content may have been incorporated into Users profiles, RSS feeds or other features.
In addition to the rights, licenses and privileges referred to above, You agree that Winglio may use and refer to your Content (including screenshots), trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, press releases, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Service, and any products, goods, features, capabilities and/or services associated with the Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing your Content to the Service, you are granting Winglio, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use your Content in connection with the operation of Winglio, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Content. You will not be compensated for any Content. By posting the Content on the Service, You warrant and represent that You own the rights to the Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute the Content.
You acknowledge that Winglio reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Winglio property or publication, in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.

Infringement of Third Party IP Rights

When accessing or using the Services, You agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property.
You shall not upload, post or otherwise make available on the Website and/or Your Websites connected with Your using of the Service any material protected by copyright, trademark or another proprietary right without the express permission of the owner of the copyright, trademark or another proprietary right. Winglio does not have any express burden or responsibility to provide You with indications, markings or anything else that may aid You in determining whether the material in question is copyrighted or trademarked. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. You shall be solely responsible for securing and paying for all digital music licenses, any public performance licenses, synchronization licenses and any other licenses from musical composition copyright owners (or their agents) required in connection all content selected by the User for use in connection with the Service.
You hereby agree that if Your Content is removed due to a violation of these Terms, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal content and/or media, Winglio shall have the right to use and reproduce Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of Winglio, any User or individual, or the general public.
Winglio is not, nor can it be liable for infringement of the third party’s any intellectual property rights caused by Your uploading of unauthorized Content. Should Winglio be, at any moment or for any reason, directly accused of or directly subjected to a claim stating infringement of any intellectual property right of the third person, wherein the intellectual property in case is Your Content, Winglio is entitled to transfer all liabilities directly to You as provider of that Content. Any possible amounts of damages, costs and expenses that Winglio incurs due to such accusation or claim shall be reimbursed directly from You.

Display of Winglio Relationship on Your Website

Any content that You display on Your Website that includes, links to or in any other conceivable manner is related to Winglio and Winglio’s intellectual property rights must be copyrighted by You, or You must have an express license to use such content. If You publicize Your connection to Winglio (meaning both Service Provider or any of the Service Provider’s Corporate Partners) in any manner on Your Website, and such connection, be it:
1. Use of Winglio logo separately or in conjunction with any other material, or
2. Linking Winglio’s Service to Your Website, or
3. Advertising Yourself as Winglio Partner, or
4. Any other type of visual, audio or textual publication of Your business relationship with Winglio,
  
  You will ensure that Winglio is in no manner related to any other content of Your website.
Should You publicize Your connection to Winglio on Your Website, You must publish, without delay, in a visible place and a form understandable to an average visitor of Your Website, that Winglio is not in any manner related to any other content of Your Website. Winglio may inspect Your Website at any given moment to confirm that You have complied with this provision.
Winglio is not, nor can it be liable for infringement of third party’s any intellectual property rights caused by Your uploading of unauthorized content on Your Website. Should Winglio be, at any moment or for any reason, directly accused of or directly subjected to a claim stating infringement of any intellectual property right of the third person, wherein the intellectual property in case is content displayed on Your Website, You will, without delay, explicitly announce that Winglio is not, in any manner, related to the content displayed on Your Website and You will inform the claimant on such announcement in clear and indisputable wording. Any possible amounts of damages, costs, and expenses that Winglio incurs due to such accusation or claim shall be reimbursed directly from You.

Consequences of IP Infringement

Infringement of the third party’s intellectual property rights in any manner described in two previous Articles or any other manner defined by law and potentially related to Winglio, as well as breach of Paragraph 38.2, may be grounds for immediate termination of Your Account, termination of the Agreement and blacklisting You for an indefinite time.

INTELLECTUAL PROPERTY OF WINGLIO

Intellectual Property Rights Pertinent to Winglio

All content located on or within the Website is the exclusive property of Winglio or is used with the express permission of the copyright and/or trademark owner.
Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of the Website without the express written permission of Winglio is strictly prohibited. All Winglio-owned content, Software, code, HTML/CSS, and visual design data are copyrighted 2015 Winglio. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Winglio. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble or otherwise convert the Software to a human-perceivable form. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject You to civil and/or criminal penalties.
The Website contains copyrighted material, trademarks, and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, sound, and other content of Winglio protected by copyright. Winglio owns copyright or is expressly licensed in the selection, coordination, arrangement, and enhancement of all such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download/print/save copyrighted material for Your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Winglio and the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that You do not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Website shall not be deemed to be in the public domain but rather the exclusive property of Winglio, unless such trademark is under license from the trademark owner thereof in which case such license is for the exclusive benefit and use of Winglio unless otherwise stated.

Infringement of Winglio’s IP Rights

The foregoing provisions of this Section apply equally to and are for the benefit of Winglio (meaning Service Provider and Service Provider’s Corporate Partners), its affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
All rights in respect of Winglio trademark are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on the Website are the property of their respective owners.

SOFTWARE AND WEB USAGE

Resources, Security and Backups

When you activate Your Winglio Office Account, Winglio may supervise the equipment, resources, and processes related to the usage of the Service. Such actions are necessary, and it is Winglio’s common practice with the aim to ensure the high-quality services.
Winglio uses the 256-bit SSL encryption to secure the access to Your Account and to secure any sensitive information transfer.
Winglio makes the complete backup of Content uploaded by You to the Service or created by the Service on a daily basis.

Links

The Website, Service and/or Content may contain links to independent third party websites and information provided by such independent third-party websites. These independent third-party websites are provided solely as a convenience to You and are not under our control. The Winglio is not responsible for and does not endorse the content of such independent third-party websites, including any content, information or services contained on such independent third party websites, nor is it responsible for any changes or updates to such independent third-party websites. You will need to make your own independent judgment regarding your interaction with these independent third-party websites. You agree that the Winglio shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, information or services available on or through any such independent third-party websites.

Monitoring

Winglio has the right, but not the obligation, to monitor the Content of the Service at all times, including any content posted on Your Website, to determine compliance with this Agreement and any operating rules established by Winglio, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Winglio has the right to remove any material that Winglio, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
If such content is posted on Your Website, You warrant that You will remove such content from Your Website on Winglio's request without any delay, either on Your own accord or upon Winglio’s request. In case of any refusal to remove such Content from your Website, you may be subjected to civil and/or criminal penalties.

Service Availability

You acknowledge that interruptions in the Service and/or other events may occur that are beyond the control of Winglio and that Winglio shall not be responsible for any data lost while transmitting information on the Service or otherwise. While Winglio aims to make the Website accessible at all times, it may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Winglio, access to the Service may be interrupted, suspended or terminated from time to time. You waive all rights to claim from Winglio (meaning Service Provider or any of the Service Provider’s Corporate Partners) reimbursement of any damages (including but not limited to potentially lost profits), costs or expenses incurred due to the temporary unavailability of the Service.

LIABILITY AND INDEMNITY

Liability

Nothing in this section or elsewhere in these Terms shall limit or exclude the liability of any party for:
1. Death or personal injury resulting from negligence;
2. Fraudulent misrepresentation; or
3. Any liability which cannot be limited or excluded by applicable law.
For the avoidance of doubt, and as mentioned above, nothing in these Terms affects your statutory rights.
Subject to the foregoing statements where Winglio does accept liability, the remainder of this disclaimer of liability applies to any damages caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. You specifically acknowledge that Winglio is not liable for the defamatory, offensive or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with You.
In addition to the terms set forth above, neither Winglio (meaning Service Provider and any of the Service Provider’s Corporate Partners), nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information provided in connection with the service (unless they have acted fraudulently or recklessly), or for any delay or interruption in the transmission thereof to you, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including without limitation lost profits, punitive or indirect or consequential damages.
Winglio is not responsible for any content that you, another user, subscriber, or an unauthorized user may post on the Website. Any Content that is posted or uploaded that is or may be deemed unsuitable can and may be taken down by Winglio. Furthermore, Winglio reserves the right to edit, change, alter, delete and prohibit any and all content that it deems unsuitable in its sole discretion.
You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Service, and you will be solely responsible for all charges related thereto. Winglio shall not be liable for any damage to your equipment resulting from Your use of the Service.

Indemnity

You agree to defend, indemnify and hold harmless Winglio (meaning Service Provider and any of the Service Provider’s Corporate Partners), its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorney's fees, arising out of Your use of the Service.
You agree to indemnify, defend, and hold harmless Winglio (meaning Service Provider and any of the Service Provider’s Corporate Partners) and its successors, subsidiaries, affiliates, co-branders, contractors, employees, third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:
1. Your access to or using of the Service;
2. Your Content;
3. Your use of any Non-Winglio Code or Third Party Applications;
4. Your use or misuse of, or connection to, any Winglio property or any services offered by the Winglio properties;
5. Your use or misuse of any Services offered by Winglio;
6. Your breach or alleged breach of this Agreement;
7. Your violation of any rights (including intellectual property rights) of a third party;
8. Your use or misuse of any User data including in violation of the Winglio Privacy Policy and
9. Your breach or alleged breach of any agreement or policy between You and other Users
Winglio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Winglio and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Winglio. Winglio will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

TERMINATION OF THIS AGREEMENT

Regular Cancelation of Agreement

You may, at any moment in time, cancel Your Agreement and cease to be a Winglio Partner. You may cancel the Agreement through filling up the form in the Winglio Dashboard. Notice Period is 15 (fifteen) days.
From the moment Your request for cancelation is processed, You will have until the end of the Notice Period to use the Service in accordance with these Terms, which includes management of Balance and Revenue Share Rights. Any Revenue Share Rights You may be entitled to in accordance with these Terms cease by the end of the Notice Period, and all instructions on the disposition of Revenue Share Rights after the Notice Period shall be declined by Winglio.
Any outstanding orders for Payout or Payment from the Balance will be executed prior to the end of the Notice Period. Once Your request for cancelation is processed, You will not be able to submit any new instructions or requests in regards to Balance.
If You have an active Partnership Upgrade, rules of cancelation of Partnership Upgrade shall either:
1. Supersede these rules of cancelation, or
2. Apply separately from these rules of cancelation, or
3. Conform to these rules of cancelation, depending on the content of the rules of cancelation of the particular Partnership Upgrade.
After the Notice Period has ended, You will still have Your Account available, but You will be treated as unverified User and will not have any access to any part of the Service except those available to unverified Users.

Cancelation Through Unacceptance of Legal Changes

If Winglio makes any changes to these Terms or any other legal document published in accordance with these Terms and applicable to You and asks You for acceptance of such changes, and You choose not to accept Legal Changes, it will be considered as Your request for cancelation of the Agreement and it will be treated as a regular cancelation of the Agreement.
Rules of last applicable Terms and/or other applicable legal documents You have accepted will apply until the expiration of Notice Period.

Termination by the Service Provider

The Service Provider may terminate Your Agreement without prior notice and without Your right for any legal remedy if the Service Provider notices that You:
1. Breached any part of the Agreement or these Terms;
2. Have not cleared negative amount in Your Balance for a period longer than 3 (three) months;
3. Used Winglio or fraudulently engaged Winglio in any type of illicit, illegal, unlawful and especially criminal purposes;
4. Misused any part of the Service so as to damage Service Provider or any of the Service Provider’s Corporate Partners;
5. Consistently breached Client Contracts, thus damaging Winglio’s reputation;
6. Acted in any other manner defined in these Terms as a reason for Termination.
In case of Termination, the Notice Period shall be 48 hours. You will have until the end of the Notice Period to use the Service in accordance with these Terms, which includes management of Balance and Revenue Share Rights. Any Revenue Share Rights You may be entitled to in accordance with these Terms cease by the end of the Notice Period, and all instructions on the disposition of Revenue Share Rights after the Notice Period shall be declined by Winglio. Furthermore, You hereby explicitly authorize the Service Provider to set-off any amount of damages, costs or expenses incurred in the form of Expense Reservation equal to such damages, costs and expenses incurred, resulting with your Balance being lowered accordingly. In case that the damages incurred for the Service Provider exceed Your Balance, the Service Provider reserves the right to claim any further amount from You until the damages are fully covered.
In case of Termination, Your Account will immediately be erased, and You will be permanently blacklisted. All privileges You enjoy, stemming from or in connection with the Service will be immediately canceled and further use of such privileges shall be prohibited.

FINAL PROVISIONS

Communications

You consent to receive notices and information from us in respect of the Website and Services by electronic communication. Only the email address in your Winglio Account will be used as the verified communication method between you and our Support Team. All questions and requests regarding your use of the Service should be sent from that email address. Any request regarding your Account received from any other email address will not be considered as valid.
It is Your sole responsibility to examine every and all email claiming to be sent by Winglio (meaning Service Provider or any of the Service Provider’s Corporate Partners) for the possibility of fraud and malicious actions of third parties falsely claiming to be Winglio. Winglio’s emails are sent only from email addresses ending with @winglio.com. However, Winglio is not responsible for any damages, costs and expenses You may incur due to unauthorized and fraudulent emails sent to You by a third party falsely claiming to be Winglio.

Changes

Winglio reserves the right, at its own discretion, to amend, change and modify these Terms and/or any other legal documents published by Winglio in accordance with these Terms. Winglio may or may not require You to confirm and accept such amendments, changes or modifications at its own discretion (unless required to do so by the applicable law in specific cases). Furthermore, Winglio reserves the right, at its own discretion, to amend, change, modify or discontinue any part of the Website and/or the Service, at any time without notice to You. Please check these Terms periodically for changes. If we modify these Terms, we will post the modification on the Website. The revised Terms will be effective immediately when posted, unless specifically provided otherwise. Unless specifically asked by Winglio to accept or decline amendments, changes or modifications to these Terms and/or any other legal documents published by Winglio in accordance with these Terms, by continuing to use the Website and/or the Service after we have posted and/or published such amendments, changes or modifications You agree to be bound by the modified Terms and/or any other legal documents published by Winglio in accordance with these Terms. Winglio shall not be liable to You or any third party for any modification, price change, suspension or discontinuance of the Service.

Privacy

For more information about how your personal information is used, please see Winglio's Privacy Policy.

Survival

All provisions of these Terms and/or any other legal documents published by Winglio in accordance with these Terms that, in accordance with the context, are meant to survive the Termination of Your Agreement or deactivation/cancelation of Your Account, shall continue to apply to You and Winglio until all legal and/or financial issues between You and Winglio are settled, or until it is reasonable. Winglio is the sole interpreter of the question of potential prolongation of the validity of any provision of these Terms and/or any other legal documents published by Winglio in accordance with these Terms. For clarity, all licenses granted by Winglio hereunder shall terminate upon Termination and Winglio shall have no obligation to provide you with access to the Service after the Termination.

Miscellaneous

No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of these Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of these Terms shall continue in full force and effect. The failure of either party to exercise any of its rights under these Terms shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
Except where provided in these Terms to the contrary, a person who is not a party to these Terms may not enforce any of its provisions.
The consent of Winglio's affiliates or any other third party is not necessary for any variation (including any release or compromise in whole or in part of any liability) or even Termination.
These Terms shall be governed solely by Estonian Law, and all disputes will be settled in front of a competent Estonian court.

Contact Us

If you have any questions about these Terms of Service, please send an email to our Support Team at support@winglio.com.

Date of last update: January 1, 2021.