Winglio © Terms of Service

I. INTRODUCTORY


1. General

1.1

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.

1.2

Please read these Terms of Service carefully so that you know what your rights and obligations are when using the Service.

1.3

If You do not agree to these Terms of Service, You should immediately refrain from using the Website and/or Service.


2. Definitions

2.1

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

"Service"

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"

the company Bimosoft Corp. with the registered number LL11806 and a registered office at Level 2, Lot 19, Lazenda Commercial Centre, Phase 3, 87007 Labuan, Malaysia

"Service Provider's Corporate Partner"

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

"Winglio"

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

"We" or "Our" or "Us"

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

"Winglio Office"

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"

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"

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"

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

"User"

any person registered on Winglio as its end user

"Verified User"

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

"Account"

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

"Winglio Dashboard"

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"

any data that directly or indirectly relates to a natural person

"Credentials"

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"

Credentials of You as the Verified User

"Web"

the public internet

"Content"

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"

any fee charged by Winglio for using any part of the Service, including but not limited to the Commission fees, Subscription fees and/or Additional Fees where applicable

"Commission Fee"

fee charged by Winglio for its services rendered as a commission agent, unless explicitly provided otherwise

"Subscription"

a one (1) month or twelve (12) month addition to the Agreement between Winglio and the User which enables the User access to and use of the particular services defined in these Terms

"Subscription Fee"

a fee paid by the User for the Subscription on monthly or annual basis, depending on the Subscription Plan

"Subscription Plan"

set of features provided in and rules (period, payment, etc.) applicable to a particular type of Subscription

"Additional Fee"

any possible fee, charge, cost and expense that Winglio charges You in providing of Service, excluding Subscription Fee and Commission Fee

"Terms"

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"

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

"Winglio Partner"

You as the Verified User who entered into Agreement with Winglio.

"Winglio-Client Contract"

a contract between Your Client and Service Provider or Service Provider’s Corporate Partner as Your commission agent, under conditions set by You as the direct operative

"Works"

goods You manufacture or services You provide to Your Client under the Winglio-Client Contract

"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.

"Elite Status Program"

an invitation-only upgrade of the Agreement, available to Users upon their satisfaction of the Service Provider’s conditions and on the Service Provider’s discretion

"Elite Rules"

general rules and conditions of the Elite Status Program, applicable to all Users who enter the Elite Agreement

"Elite Agreement"

a legally binding agreement between the User and the Service Provider through which the User becomes part of the Elite Status Program

"Winglio Debit Card"

a debit card for prepaid account, available to the User via some of the Subscription Plans, managed and operated by a third party where Winglio is just a promotional partner

"Supported Currencies"

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"

a third party for whom You perform Works under rules of these Terms and a Winglio-Client Contract (or Reputable Partner rules)

"Supplier"

a third party who provides You with goods and services for compensation

"Notice Period"

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

"Transferor"

the User with whom You have arranged that Winglio, as Your commission agent, will acquire rights from him/her

"Transferee"

the User with whom You have arranged that Winglio, as Your commission agent, will sell and transfer rights to him/her

"Acquisition Request"

Your request to Winglio to acquire rights as Your commission agent

"Sale Request"

Your request to Winglio to sell and transfer rights as Your commission agent

"Third-Party Supplier"

business undertaking from which Winglio will, as Your commission agent, acquire rights

"Cancelation"

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

"Termination"

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

"Privacy Policy"

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



II. SETTING UP


3. Account

3.1

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.

3.2

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.

3.3

In order to be able to make use of and to have full access to the Service, You have to create an Account and obtain verification by the Service Provider in the way as it is described on the Website. Upon creating your Account, in order to become 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.

3.4

If You are a natural (physical) person, You must be at least eighteen (18) years old in order to make use of and gain access to the Service. By accepting these Terms, You warrant that You are at least eighteen (18) years old.

3.5

Winglio may, at our absolute discretion, refuse to verify You and disable further usage of the Service.

3.6

Winglio accepts no liability for any damages resulting from unauthorized access to or use of the Service by You or third parties, notwithstanding Article 52.

3.7

You may close your Account at any time by posting a request on Your Profile page in the Winglio Dashboard.

3.8

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.


4. Identity

4.1

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.

4.2

You must, at our request, provide:

4.2.1

A copy of one credible identification document (such as your ID card, drivers' license or passport);

4.2.2

A copy of the utility bill, not older than 30 (thirty) days, containing Your name and address of residence.

4.3

We may also ask you to provide photographic identification holding a sign with a code that we provide as an additional identity verification step.

4.4

You authorize us to share the information on Your identity with third parties who provide various services to Winglio, such as but not limited to payment processing, other payment and money withdrawal issues, legal and financial advisory services, IT-support, etc. Your identity will never be used for any other purposes by Winglio. Your identity will never be shared with any other person unless under the Service Provider is legally obliged to do so by relevant provisions of the law or lawfully issued orders of the competent government bodies to which the Service Provider or the Service Provider’s Corporate Partners are mandated to comply.

4.5

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.



III. THE WINGLIO PARTNER STATUS


5. Signing of the Agreement

5.1

For the purpose of You becoming a Winglio Partner, upon verification of your identity, You are authorized to sign an Agreement with Winglio, which enables you to use all features of the Service. Still, certain features of the Service may be available to you only upon activation of the Subscription under conditions of these Terms, or upon receiving the invitation to become an Elite User 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.

5.2

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.

5.3

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.” If you have any doubts about such manner of entering into the Agreement, or if there are other reasons you require a stricter form, Winglio will provide you with an option to electronically sign the Agreement via the third-party electronic documents’ signing application.

5.4

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.

5.5

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.

5.6

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. Activation and/or deactivation of Subscription shall not, in any manner, affect the validity of the standing Agreement.


6. Personal Use of the Account

6.1

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.


7. Your Status as a Winglio Partner

7.1

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.

7.2

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.

7.3

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. It means that You may use the Service Provider or the Service Provider’s Corporate Partner for receiving payments for Works delivered to Your Client, as well as for sending payments for the received goods and/or services from Your supplier.


8. The Use of the Service

8.1

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.

8.2

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.

8.3

Winglio is not liable and/or responsible for the Content, the Application and/or any use made of the Service by You, notwithstanding Article 52.

8.4

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:

8.4.1

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;

8.4.2

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’s or third parties’ computer systems;

8.4.3

Impede the functionality or functionalities of the Service;

8.4.4

Involve manual or automated software, devices, or other processes to “crawl”, “spider” or scrape any content of the Service;

8.4.5

Constitute unauthorized or unsolicited advertising, junk, spam, bulk e-mail, scam and/or phishing;

8.4.6

Infringe any of Winglio’s or the third party’s Intellectual Property Rights, privacy rights or any other rights;

8.4.7

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;

8.4.8

Promote or provide instructions or information about how to engage in illegal conduct, commit illegal activities or promote physical harm or injury;

8.4.9

Involve any illegal activities or activities that are contrary to morality or public order;

8.4.10

Involve any illegal activities or activities that can be related to any illegal activities, including but not limited to issuing the false or fraudulent invoices, issuing the invoices for the illegal or prohibited products and/or services, and/or creating payment orders for the illegal or prohibited products and/or services;

8.4.11

Involve false or misleading information, including but not limited to the information related to the invoices and payment orders created by You;

8.4.12

Involve otherwise inappropriate use;

8.5

You warrant to refrain from such acts.

8.6

You accept full criminal and material liability that may result in a violation of one or more of the provisions mentioned in this Article.

8.7

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.

8.8

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.


9. Winglio Office

9.1

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.

9.2

Winglio Office enables You to electronically and directly communicate with Winglio, Your Clients, other Users of Winglio and Your Suppliers.

9.3

Winglio Office enables You to directly control the funds You have earned for Winglio as Winglio Partner, to monitor the amount(s) of all charges & fees charged and/or paid for the use of the Service, as well as to follow the status of the pending transactions to be handled by Winglio in relation to services You provided as Winglio Partner to Your Clients.

9.4

Winglio Office enables You to quickly upgrade Your Account by means of Subscription or to cancel Your Subscription, as detailed in Chapter VII of these Terms.



IV. WINGLIO-CLIENT CONTRACT


10. Content of Winglio-Client Contract

10.1

If You decide to conduct business with a Client through Winglio, You will instruct the Client to entered into contract with the Service Provider or the Service Provider’s Corporate Partner (i.e. Winglio-Client Contract), through which that Client contracts Works done by You personally through the Service Provider or the Service Provider’s Corporate Partner as a commission agent.

10.2

You will create an individual Winglio-Client Contract by filling a form on the Website. By filling and submitting a form, it is considered that you have given an obligatory mandate to Winglio to execute a contract, as your commission agent, with Your Client. Two types of Winglio-Client Contracts are available: Project-based contract and T&M contract. Both types are available for examination on the Website. After completion, the Winglio-Client Contract will be delivered to Your Client for signing through the electronic document signing form.

10.3

You are solely responsible for inputting the following content of the Winglio-Client Contract through the ready-made form on the Website, reachable through Your Winglio Office:

10.3.1

Name, address, Tax ID (if available) and other relevant information about the Client

10.3.2

Description of the Works

10.3.3

Deadline(s) for delivery (if any)

10.3.4

Price of Works (total, per hour, percentage, etc.)

10.3.5

Payment arrangements (such as due date/payment on installments etc.)

10.4

All other content of the Winglio-Client Contract, except the content described in the previous paragraph, is ready-made and non-negotiable. You accept, without any further remarks, to use only Winglio-Client Contract templates in Your business activities done through Winglio. Should Your Client have any remarks to the Winglio-Client Contract in regards to the non-negotiable content, You may instruct them to contact our Winglio team, and We will gladly communicate any inquiries that Your Client has.

10.5

You will, under all circumstances, be solely responsible for issuing an invoice order for the payments as provided by the Winglio-Client Contract. Winglio does not anticipate nor issue invoices for any of Your Works without Your order.

10.6

You are solely responsible towards Your Client for any damages, penalties, costs or expenses that might arise from Your Works provided through Winglio, as well as Your breach of Winglio-Client Contract in any form. It is clearly stated in each and every Winglio-Client Contract that Service Provider or the Service Provider’s Corporate Partner, although they are the contracting party to the Winglio-Client Contract, acts in regards to contracting, administration and payment processing, and that the Client is ordering Works to be made by You and under Your personal responsibility.


11. Execution of Winglio-Client Contract

11.1

You, as a Winglio Partner, must uphold the Winglio-Client Contract to its full extent, and in all of its 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.

11.2

In communication with the Client, You will be kind and polite, with respect to the rights and obligations taken over by the Winglio-Client Contract.

11.3

If any Works have been contracted under Winglio-Client Contract, You may not, under any circumstances:

11.3.1

Receive any payments from the Client outside the Service;

11.3.2

Change the conditions of the Winglio-Client Contract without execution through Winglio;

11.3.3

Falsely claim any non-payment or non-delivery of the Works to avoid due fee payments to Winglio;

11.3.4

Avoid any liability towards the Client related to contracted Works or even instruct the Client to contact Winglio about Your delays, non-performances or other breaches of Winglio-Client Contract.

11.4

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 once or in phases.

11.5

Breach of any of the provisions of this Article may lead to termination of the Agreement, cancelation of Your Account, as well as to Your liability to reimburse any damages, costs and expenses Winglio incurs due to breach.


12. Changes to Winglio-Client Contract

12.1

Should You and the Client decide to amend, or in any other way change the Winglio-Client Contract, You will fill out the appropriate form available to You through Your Winglio Office. Such change shall be considered as Annex to the Winglio-Client Contract as will be applicable from the moment of execution. The procedure shall be the same as for the signing of the Winglio-Client Contract.

12.2

Non-negotiable parts of the Winglio-Client Contract, as defined in Article 10.4, are not subject to any changes.


13. Termination of Winglio-Client Contract

13.1

Should You decide to terminate the individual Winglio-Client Contract for any valid reason stated in the Winglio-Client Contract, You must inform the Winglio about the occurrence. Winglio will act on Your request to terminate unless it deems that such action in clearly unlawful and may cause serious damage to Winglio due to unlawful termination. In any event, if the Winglio proceeds with the termination procedure, it will be clearly stated that Winglio is acting solely as your commission agent, under the order of You as the User.

13.2

For purposes of valid termination, You will, prior to termination, issue an electronically signed statement to the benefit of Winglio, stating that:

13.2.1

You are taking on all liability as a result of termination,

13.2.2

You will hold Winglio harmless for any possible damages, costs or expenses that might arise as a result of termination,

13.2.3

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.


14. Forceful Collection of Payments

14.1

Should You request a forceful collection of any due and unpaid amounts under an individual Winglio-Client Contract, You will inform Winglio about such notion. Winglio will, as your commission agent, engage any appropriate procedure in that regard as it sees fit, depending on the location of the Client’s assets, applicable laws, etc.

14.2

You will provide Winglio with, on request, every and all documentation and other information related to due and unpaid amounts You require to be collected. If such documentation is not provided to Winglio in a reasonable time, it will be considered that You have revoked Your request for forceful collection.

14.3

Winglio will request an advance payment of any predictable costs and expenses of the forceful collection. You hereby grant Winglio irrevocable right to set-off Balance for purposes of payment of any due fees, costs and expenditures of the forceful collection. If the Balance is insufficient for that purpose, Winglio will request Your payment in advance before any action takes place.

14.4

Winglio shall not be responsible for investigating the debtor in regards to its existence, financial status or solvency. Winglio does not guarantee any level of success of the forceful collection, nor does Winglio refund any amounts of fees, costs and expenses paid and used in the course of unsuccessful forceful collection procedure.

14.5

You can, at any time, request that Winglio assigns the claim directly to You, thus authorizing you to collect directly from the Client, provided You have settled all fees, costs and expenses Winglio already incurred up to that moment. In such case, any amount you collect from the Client will be considered as Your personal income not related to Balance or Winglio in any other manner.

14.6

Should it prove, at any given moment, that Your Client was not under obligation to pay part or the whole of the allegedly due and unpaid amount for Your Works, You will reimburse Winglio for any and all costs and expenses arisen from such development.


15. Service Provider’s Corporate Partners

15.1

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 Service Provider’s agents in the execution of Winglio-Client Contracts. Such companies shall be deemed as Service Provider’s Corporate Partners.

15.2

You will be offered, prior to execution of the Winglio-Client Contract, or use of any of the Service Provider’s additional services defined in these Terms, to choose to engage one of the Service Provider’s Corporate Partners as secondary commission agents and as Your primary vehicle for providing Works for Your Clients. List of Service Provider’s Corporate Partners will be available to you via your Winglio Office, as well as one bracket in the Winglio-Client Contract form. 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.

15.3

Service Provider’s Corporate Partner You selected will operate as Service Provider’s commission agents i.e. they will have the power to execute Winglio-Client Contracts on their own behalf, but to the benefit of the Service Provider and ultimately to Your benefit. Such Winglio-Client Contract shall have all the effects as if the Service Provider itself executed the Winglio-Client Contract.

15.4

Furthermore, the Service Provider’s Corporate Partner You selected will, upon Your issuing of invoice order to the Service Provider, receive the forwarded order from the Service Provider and shall issue an invoice for any amount you declare payable in Your order.

15.5

Service Provider’s Corporate Partner may decide to calculate a reasonable fee for its services and as a coverage of its expenses. You may, at any moment in time, either via Website or at the moment of filling the Winglio-Contract Form, get acquainted with such fees. If you decide to use the Service Provider’s Corporate Partner, it will be considered that you are familiar with all conditions and fees for using of the Service Provider’s Corporate Partner as your vehicle and that You waive all objections related to unfamiliarity with the Service Provider’s Corporate Partner’s conditions and fees.



V. OPERATIONS SET UP THROUGH REPUTABLE PARTNERS


16. Who Are Reputable Partners

16.1

Winglio determines, at its sole discretion, a list of Reputable Partners. If any of Your business transaction is connected to Reputable Partners, then the provisions of this Chapter of Terms may apply to You.

16.2

This Chapter of Terms may apply to you under the condition that the Reputable Partner was on Winglio’s list of Reputable Partners at the moment of initiation of particular business transaction that involves You, Winglio and the Reputable Partner. Exceptionally, should Winglio remove that Reputable Partner from the list during execution of Your business transaction for reasons of severe diminishment of the Reputable Partner’s reputation, Winglio may inform You that this Chapter of Terms does not apply and that You are required to take appropriate measures to comply with other relevant provisions of Terms if You want to use Winglio in any part of execution of the business transaction.


17. Exception to Using Winglio-Client Contracts

17.1

If You are a part of a network created by one or more of the Reputable Partners, and Winglio Partner at the same time, You may be contracting your Works through one of the Reputable Partners and still use some of the benefits offered to You by Winglio. That means that You are not required to operate under Winglio-Client Contract, but You are still required to adhere to the provisions of this Chapter of Terms and all other relevant provisions of Terms in order to enjoy full benefits of the Agreement.

17.2

If You have entered any type of agreement, contract or similar facility with Your Client, either directly but through Reputable Partner as Your intermediary, or through Reputable Partner as Your agent, You may, if the rules of that agreement, contract or other facility allow such disclosure, deliver that agreement, contract or similar facility to Winglio through email address available to You in the Dashboard. Winglio guarantees complete confidentiality regarding any and all information contained in that agreement, contract or similar facility. Depending on the type of the agreement, contract or similar facility, Winglio will examine the conditions and provide You with information on whether You may use Winglio as Your invoicing and collection commission agent and under what terms. Each individual agreement, contract or similar facility of that type will be individually appraised, for reasons of Your security and potential liability of both You and Winglio, unless explicitly provided otherwise in these Terms.

17.3

If Winglio has any type of formal partnership set up with any of the Reputable Partners, You will be informed about it by Winglio, and You will be duly informed about the exact procedures required to use Winglio benefits for each and every agreement, contract of similar facility acquired through or in relation to that Reputable Partner.



VI. ADDITIONAL PARTNERSHIP UPGRADES


18. Elite Status

18.1

At the Service Provider’s disposal, should You meet the requirements, the Service Provider may ask You to join the Elite Status Program. You may not request the Elite Status Yourself, as it is an invitation only program. At such moment, You will be given access to Elite Rules for examination, and a reasonable amount of time to decide on acceptance or decline of the invitation.

18.2

Should You accept the Elite Status Program, depending on the scope of the upgrades You have chosen, You will be instructed to sign additional legal documents, including but not limited to the Elite Agreement. All further notions on such activities are defined in the Elite Rules.

18.3

Elite Rules and Elite Agreement, where applicable, shall supersede these Terms and the Agreement.


19. Referral Program

19.1

As a Verified User, You may join our Referral program and use Your personal Referral Link to promote Winglio.

19.2

If any other User joins Winglio (by becoming Winglio Partner) through Your personal Referral Link, such User shall be considered as Your Referral User and You will be entitled to a Referral Bonus, which will apply so that a pre-determined amount is, in accordance with the rules of Referral Program and unless otherwise provided by these Terms, added to Your Balance each time that the Referral User’s Balance receives new funds.

19.3

All rules of the Referral Bonus application, which include the amount(s) granted to You and under what conditions, limitations applied to the amount(s) of Referral Bonus receivable and/or potential time limitations applied are defined under section “Referral” on the Website. Winglio is authorized to change the rules of the Referral Bonus application at any time and its own discretion. At any given moment, rules of the Referral Bonus application currently in force apply to all overall Referral Program, regardless of the moment when You entered into the Referral Program or gained any individual Referral User.

19.4

You are allowed to post to the Internet Your personal link and/or our marketing materials, including but not limited to, banners and textual adds with Your personal link integrated. Also, You are allowed to share your Referral link via social networks and/or other communication channels with the people who may be interested in using Winglio Service.

19.5

Regarding the Referral Program, You are not allowed to:

19.5.1

Send any kind of information about Winglio to anyone who does not expect such information;

19.5.2

Send any kind of single or bulk spam messages that may be related to the Winglio;

19.5.3

Post Your Referral link in any form to chat rooms, public comments, forums or any other public place where such activity is not allowed by the service provider or the owner of such place;

19.5.4

Post your Referral link in any form to the public places, websites or blogs where the content of such places, websites or blogs may be inappropriate or illegal, including but not limited to, pornography or illegal media content;

19.5.5

Share or communicate any incorrect, incomplete or fraudulent information about Winglio Service that may cause a potential damage to Winglio, Service Provider’s Corporate Partner’s, Winglio’s affiliates or employees, its current or potential customers and/or any third person related to the Winglio;

19.5.6

Violate any of the provisions stated in these Terms of Service, including but not limited to the provisions related to illegal and prohibited activities as well as provisions related to the intellectual rights and third party content.


20. Other Additional Partnership Upgrades

20.1

Winglio may, at its own discretion, from time to time, on a permanent or a temporary basis, with or without charge, on the open, conditioned or invitation-only basis, introduce other upgrade programs to the general Winglio Partner status.

20.2

Any rules of such upgrade programs will, where applicable, supersede these Terms and the Agreement unless specifically provided otherwise in the rules governing such upgrade programs.



VII. SUBSCRIPTION


21. Activation

21.1

You can activate the Subscription via Winglio Dashboard, by following the instructions on the Website.

21.2

To activate the Subscription, You will have to choose Your Subscription Plan and provide the payment of the Subscription Fee through the Payment Processing System of the Website, in the amount defined in the “Plans” section of the Website. Once the payment has been processed and verified by Winglio, Your Subscription will be activated for a period depending on the chosen Subscription Plan.


22. Subscription Features

22.1

All Subscription features for particular Subscription Plans are listed and explained in the “Plans” section of the Website.

22.2

Winglio may, at any time given and at its own disposal, change, amend, cancel or add Subscription Plans. All information on such changes, amendments, cancelations and additions are listed and explained in the “Plans” section of the Website.

22.3

Features of the Subscription available to You at the moment of activation of Subscription will be available to You throughout Your Subscription period, even if some of them have been removed from the Subscription Plan after activation of Your Subscription.

22.4

If Your Subscription Plan has been canceled during your Subscription period, it will remain valid for You, in its full scope, until the expiration of Your Subscription period.

22.5

Winglio may, at its own disposal, add new features to Your Subscription during Your Subscription period. You will be able to choose whether to activate such new features or not.


23. Winglio Debit Card

23.1

Winglio Debit Card may or may not be one of the features available through Your selected Subscription Plan, as provided in the “Plans” section of the Website. Winglio Debit Card is supplied, maintained and operated by the third party – currently MyChoice (www.mychoicecorporate.com) – under their rules of service. Winglio is solely a promotional partner of the Winglio Debit Card provider and is not in any manner liable for any matter related to use, misuse, loss, theft or unauthorized duplication of Winglio Debit Card or the data contained on it.

23.2

Upon activation of Your Subscription and filling the Winglio Debit Card ordering form (required by MyChoice), You will receive a Winglio Debit Card and all other information related to the use of the account related to the Winglio Debit Card. The account is managed by MyChoice holding company Wave Crest Holding Limited.

23.3

You may use the account tied to the Winglio Debit Card to deposit amounts requested and processed from the Balance, as well as for any other purposes defined in these Terms or rules of service of the Winglio Debit Card provider.


24. Prolongation of Subscription

24.1

At the end of the Subscription period, if You do not explicitly choose to cancel Your Subscription through Your Winglio Dashboard, it will be automatically renewed for another Subscription period. If the features in Your particular Subscription Plan have changed prior to the date of renewal, Your Subscription features in the renewed Subscription period will be dedicated as provided on the date of renewal.

24.2

If the Subscription Plan You had subscribed to was canceled altogether prior to the date of renewal of Your Subscription, You will be offered a choice of available plans for continuing of Your Subscription, as well as a choice to cancel Your Subscription.


25. Upgrade and Downgrade of Subscription

25.1

You may, at any given time, upgrade Your Subscription plan if such upgrade is available. Upgrade will be applicable, depending on the type of upgrade, either (i) from the date of the request for an upgrade, or (ii) from the next payment of the Subscription Fee.

25.2

You may, at any given time, downgrade Your Subscription plan if such downgrade is available. The downgrade will take effect on the date of expiration of Your current Subscription plan. You may not request earlier downgrade nor request chargebacks of any Subscription Fees already paid in case of the requested downgrade.


26. Expiration and Canceling of Subscription

26.1

You may, at any time, request cancelation of Your Subscription. The cancelation will take effect on the date of expiration of Your current Subscription plan. You may not request earlier cancelation nor request chargebacks of any Subscription Fees already paid in case of the requested cancelation.

26.2

If Your Subscription Plan included the Winglio Debit Card, Your ability to use the Winglio Debit Card as part of the Winglio features will be canceled at the moment of the expiration of Your Subscription. You will only be able to use the Winglio Debit Card to withdraw funds deposited in the account in accordance with the rules of service of the provider of the Winglio Debit Card. Your Winglio Debit Card may be canceled sometime after the cancelation of Your Subscription, as defined in “Plans” section of the Website and in accordance with the rules of service of the provider of the Winglio Debit Card. Winglio is not, in any manner, liable for any problems You may experience or reimbursement of any unwithdrawn funds from Your Winglio Debit Card Account after the cancelation of the Winglio Debit Card. You are instructed to directly contact the Winglio Debit Card provider in such cases.

26.3

You are solely responsible for properly canceling Your Subscription. Subscription cancelation requests submitted by email or phone will not be honored. In order to cancel Your Subscription, you must manually cancel Your Subscription via your Winglio Dashboard. Any cancelation must be done at least twenty-four (24) hours prior to the end of the Subscription Period to allow for adequate processing time. Cancelations by phone or sent to any email address will not be considered valid. It is not our responsibility to ensure that Your Subscription has been canceled if your request was made by email or phone.


27. Effects of Expiration of Subscription

27.1

Expiration of Subscription does not, in any manner, affect any other parts of Your Agreement with the Service Provider, unless expressly provided otherwise in these Terms. You remain Winglio Partner, and all other existing agreements on Partnership Upgrades (such as Elite Partnership and others) remain valid until You and/or Winglio terminate them in accordance with the rules of those Agreements and these Terms in general.



VIII. FINANCES


28. Balance

28.1

Balance is the amount of money Winglio has earned through Your activities and Works or through provision of other Services, which were invoiced to the Client or other person and settled to Winglio as Your commission agent, lowered by the amount of Fees applicable. Balance is not Winglio’s debt towards You nor does it represent a form of payment until You request withdrawal from Balance in accordance with these Terms.

28.2

Balance is Winglio’s money and is located in Winglio’s bank accounts held at the reputable banking institution. Balance connected to Your Account is not in any manner physically separated from the balances of other Users, nor is it held in a separate bank account.

28.3

Winglio may dispose with the money on its bank accounts for any purposes necessary. However, this does not affect Winglio’s potential obligation towards You in relation to the Balance as provided in these Terms.

28.4

You may check, at any time necessary, the status of Your Balance, as well as historical report on the status of Your Balance, through Your Winglio Dashboard.

28.5

Balance may never be lower than 0 (zero) in any available currency. Winglio does not act as lender or creditor, nor does it approve any requests to allow Your Balance to be lower than 0 (zero). If under any imaginable circumstances, Your Balance becomes negative, 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 Funds available, at Your cost.

28.6

As the money shown on Your Balance is Winglio’s property, You are not, under any circumstances, authorized to request any interests or additional earnings in relation to the money shown on Your Balance.

28.7

Winglio is solely a Commission Agent. Winglio is not a banking or financial institution, nor does it operate as such in any conditions. Winglio does not provide any services to You that may be considered as banking or financial services.

28.8

You may not, under any circumstances, pledge, mortgage or in any other manner encumber amounts of money registered as Your Balance at the Winglio. Any such request made by You or any third party towards Winglio will be denied by Winglio without consideration.


29. Withdrawal of Balances

29.1

You can withdraw from Winglio any amount of money available in Your Balance, as long as Your Balance is prior to the withdrawal higher than 0 (zero) + Additional Fees and outside bank charges payable in any currency and stays equal to or higher than 0 (zero) after the withdrawal. Withdrawal is done through the request submitted to Winglio through Your Winglio Dashboard. Depending on Your request, the withdrawn amount will be transferred either to:

29.1.1

Your personal bank account, or

29.1.2

To Your Funds, or

29.1.3

To Your Winglio Debit Card account, if You possess one.

29.2

Every withdrawal you request will be made for the period beginning with the moment of Your previous withdrawal (or entry into force of the Agreement, if no withdrawal was previously made) and ending with the moment of Your current withdrawal request approval. Money withdrawn from Winglio, even if just transferred to Your Funds, becomes Your personal income and is transferred under Your sole legal and other liability at the moment when the request for withdrawal is duly processed. From that moment on, You are solely responsible for any possible liabilities under applicable tax laws & regulations, towards Your personal creditors or towards any thirds persons that have or may have any type of claim against You. Winglio, as Your Commission Agent, does not settle Your personal responsibilities under any conditions.

29.3

Requests for the withdrawal to your bank account or Winglio Debit Card account (if You possess one) can be processed only in Euros, no matter in which country Your bank account has been opened, so You have to be sure that Your bank supports such transaction. Also, in some cases, such transaction may be processed through the intermediary bank or the currency conversion may be required, which may cause the additional charging by Your bank or by the intermediary bank. Winglio does not cover nor is it responsible for payment of any bank charges collected during the process of withdrawal.

29.4

The withdrawal request is possible only to the bank account held by you. Any withdrawal request to the bank account held by someone else will be rejected by our financial department, and the funds will not be paid out.

29.5

You may not, under any circumstances, pledge, mortgage or in any other manner encumber any of Your currently pending or future requests for withdrawal of money from Winglio. Winglio will deny any such request made by You or any third party towards Winglio without consideration.


30. Funds

30.1

You may have a separate amount of money deposited at Winglio, which can be used for any purpose provided in these Terms. That amount of money will be known as Funds. Funds will be treated exclusively as Your own assets and will not be mixed or commingled with Balance or other Winglio’s assets.

30.2

Funds may be obtained through:

30.2.1

Withdrawal of money from the Balance, or;

30.2.2

Depositing the money from outside source (such as Your credit/debit card or wire transfer), or;

30.2.3

Receipt of payment as a Transferor;

30.3

You may use the Funds to make payments to Your Supplier through Winglio, to make payments to Winglio for any purposes necessary, as well as for other purposes defined in the Partnership Upgrade if You have upgraded Your Partnership status.

30.4

You may order payment from the Funds through request form available in Your Winglio Dashboard. Payment will be processed only if the amount of Funds is sufficient to cover the amount of payment and all other expenses and charges. If possible, payment will be processed momentarily. However, it may take some time for it to be visible on the recipient’s account.

30.5

You may withdraw the Funds to Your bank account or Your Winglio Debit Cards account (if You have one) at any time, as long as the amount of Funds at least covers the expenses of the withdrawal. The withdrawal request is submitted to Winglio through the form on Your Winglio Dashboard. If the withdrawal is possible, the request will be processed momentarily. However, it may take some time for it to be visible in Your account.

30.6

Funds may not be reversed so as to become part of Your Balance again unless Winglio does it as amends necessary to reverse the error in the processing of Balance withdrawal.

30.7

Your Funds will be deposited separately from the Balance, but they may be commingled with the other Users’ Funds. You acknowledge and agree that:

30.7.1

The Funds represent Winglio’s unsecured obligations to You;

30.7.2

To the extent that Winglio is processing the accepted request for payment from the Funds to any third party (including Winglio itself), Winglio guarantees that the requested amount will be transferred to the recipient;

30.7.3

Winglio is not acting as a trustee or fiduciary with respect to Funds or payments from the Funds;

30.7.4

The amount of Funds is guaranteed by Winglio to be available for Your use at any given moment;


31. Deposit

31.1

To make a Deposit into Funds, You may use the Winglio payment Processing System on the Website. After the Deposit has been processed, the amount of Deposit will be visible in Your Winglio Dashboard. Depending on the Payment Processing System and third-party intermediaries, it may take up to 2 (two) days for the Deposit to be visible in Your Winglio Dashboard.

31.2

Deposit is shown as part of Your Funds and is treated as such for the duration, but it will not be considered as Your personal income at any moment. You may not request withdrawal of Deposit if Your Funds are not sufficient for its repayment.

31.3

If You request a withdrawal from Funds while You have a Deposit outstanding, Winglio will primarily repay the amount of outstanding Deposit, and the remainder of the requested withdrawal will then be treated as a standard withdrawal under rules of Article 30.5 of these Terms.

31.4

You acknowledge and agree that:

31.4.1

The Deposit represents Winglio’s unsecured obligation to You;

31.4.2

Winglio is not acting as a trustee or fiduciary with respect to Deposit;

31.4.3

The amount of Deposit is guaranteed by Winglio to be available for Your use at any given moment.



IX. ADDITIONAL BUSINESS OPTIONS


32. Use of Balance for Acquisitions from Users

32.1

You may request that Winglio acquires particular rights (including but not limited to ownership, license, copyright, trademark and alike) from another Winglio User – the Transferor. In such case, the acquisition will be made by Winglio directly, acting as Your commission agent on Your behalf.

32.2

Acquisition Request is submitted to Winglio through the form in Your Winglio Dashboard. You must fill-up the following information to the form to make the Acquisition Request valid.

32.2.1

Name of the Transferor

32.2.2

Request that the Winglio acts as Your commission agent

32.2.3

Short description of the rights to be acquired and the object of acquisition

32.2.4

Address for delivery, if the object of acquisition is physical object and the delivery is to be made at the physical address different from the address contained in Your Account data

32.2.5

Price of the rights to be acquired

32.2.6

Deadline for delivery (8 days unless provided otherwise)

32.2.7

ID of the Winglio-Client Contract for execution of which the rights need to be acquired

32.3

You may not request Winglio to acquire, as Your commission agent, any right that may be non-transferrable after the moment of acquisition (such as non-transferrable licenses, etc.). In such case, Winglio will deny Your request. However, Winglio is not, in any manner conceivable, obliged to control the nature of the right to be acquired on Your behalf and will not bear any liability towards You, the Transferor or any third person due to the acquisition of a non-transferrable right. In such case, You will not be entitled to any reimbursement due to inability to receive a required right and object of acquisition caused by non-transferability of the acquired right. Still, You acknowledge that Winglio may take some time to analyze Your Acquisition Request for reasons of Winglio’s and Your security.

32.4

If Your Balance does not cover the price of rights to be acquired, together with Fees applicable for processing of the acquisition, You authorize Winglio to draw the required amount from Your Funds. Such drawing shall be considered as an interest-free loan, repayable at Your request under the condition that Your Balance covers the amount necessary for loan repayment. If Your Funds are insufficient to cover the amount of loan required to process the Acquisition Request, You will be requested to make a sufficient Deposit in the next 3 (three) days. If You do not make a sufficient Deposit in such case, Your Acquisition Request will be denied.

32.5

Upon Winglio’s acceptance of Your Acquisition Request, it will be considered that You have engaged Winglio as Your commission agent and that the Winglio accepted the engagement. Winglio will then contact the Transferor via his Winglio Dashboard for confirmation of Acquisition Request. Once the Transferor confirms the Acquisition Request, it will be considered that the valid contract has been executed between Winglio and the Transferor, and the acquisition will be processed. Your Balance (and Your Funds, if the loan is necessary in accordance with the previous paragraph) will immediately be lowered for the amount of the price of acquisition together with any Fees applicable to the transaction.

32.6

Delivery of the object of acquisition, whether it is tangible or intangible, shall be made directly from the Transferor to You via the most adequate mode of delivery. Once the Transferor confirmed the sending, the price will be deposited in the Transferor’s Funds and will be treated as his personal income under rules provided in these Terms and laws and regulations of his place of residence. Winglio does not provide direct cash payments to the Transferor.

32.7

All rights to the object of acquisition transferred by the Transferor will be transferred from the Transferor to Winglio as Your commission agent. Hereby the Transferor explicitly confirms that at the moment of delivery of the acquired rights, the Transferor transfers all rights to the object of acquisition, in the form of freely transferable and non-redeemable full ownership and/or license (depending on the object of acquisition) onto the Winglio as the sole holder.

32.8

Hereby Winglio gives You a free-of-charge, temporary, non-transferrable and revocable right to use the acquired rights in Works done under the Winglio-Client Contract defined as under paragraph 32.2.6 of these Terms. At the moment of delivery of Works in accordance with the Winglio-Client Contract, the right from this paragraph ceases to exist. You may not use the right defined in this paragraph in any other manner than as provided in this paragraph.

32.9

You waive all rights to hold Winglio liable for any defects in the rights transferred or defects of the object of acquisition. Furthermore, You waive all rights to hold Winglio liable for any damages, costs or expenses You may incur due to delay in delivery, defects in rights transferred or defects of the object of acquisition, or any other reasons related to the acquisition.

32.10

Transferor waives all rights to hold Winglio liable for any problems in the execution of acquisition not directly related to the Winglio’s responsibilities as defined in this article. Furthermore, the Transferor waives all rights to hold Winglio liable for any damages, costs or expenses that the Transferor may incur due to Your behavior.

32.11

Any breach of rules of acquisition provided in this article, either by You or by the Transferor, may result in immediate termination of Your and/or Transferor’s Agreement, cancelation of Your and/or Transferor’s Account, and permanent blacklisting of You and/or the Transferor.


33. Use of Funds for Sale to Users

33.1

You may request that Winglio acts as Your commission agent in sale and transfer of particular rights (including but not limited to ownership, license, copyright, trademark and similar) to another Winglio User – the Transferee, related to Works the Transferee provides to the Client. In such case, sale and transfer will be done by Winglio directly, acting as Your commission agent on Your behalf.

33.2

Transfer Request is submitted to Winglio through the form in Your Winglio Dashboard. You must fill-up the following information to the form to make the Acquisition Request valid.

33.2.1

Name of the Transferee

33.2.2

Request that the Winglio acts as Your commission agent

33.2.3

Short description of the rights to be transferred and the object of sale

33.2.4

Price of the rights to be transferred

33.2.5

Deadline for delivery (8 days unless provided otherwise)

33.3

You may not request Winglio to sell and transfer, as Your commission agent, any right that may be non-transferrable after the moment of sale (such as non-transferrable licenses, etc.). In such case, Winglio will deny Your request.

33.4

Upon Winglio’s acceptance of Your Sale Request, it will be considered that You have engaged Winglio as Your commission agent and that the Winglio accepted the engagement. Winglio will then contact the Transferee via his Winglio Dashboard for confirmation of Sale Request. Once the Transferee confirms the Sale Request, it will be considered that the valid contract has been executed between Winglio and the Transferee, and the sale will be processed.

33.5

Transferee, as Winglio Partner, hereby explicitly authorizes Winglio to use the Transferee’s Funds as means of payment of the sale and transfer price. Winglio may withdraw the amount of agreed price of sale and transfer, together with any Fees applicable, from the Transferee’s Funds at the moment of the Transferee’s confirmation of Sale Request. If the Transferee’s Funds are not sufficient to cover the amount to be withdrawn, the Transferee will be informed to make a sufficient Deposit or withdraws a sufficient amount from his Balance into Transferee’s Funds in no more than 3 (three) days from the date of acceptance of Sale Request, and You will be informed of the delay. If the Transferee does not enlarge the Funds sufficiently, the Sale Request will be immediately revoked, and the transaction will be canceled, on which occurrence You will be informed.

33.6

Delivery of the object of sale and transfer, whether it is tangible or intangible, shall be made directly from You to the Transferee via the most adequate mode of delivery. Once You confirmed the sending, the price withdrawn from the Transferee’s Funds will be displayed as part of Your Balance and will be treated under all rules provided for Balance in these Terms, including the Commission Fee applicable. As Your commission agent, Winglio does not provide direct cash payments to You.

33.7

All rights to the object of acquisition transferred by You will be transferred from You to Winglio as Your commission agent, and then immediately from Winglio onto the Transferee, at the moment of delivery of the object of acquisition. Hereby You expressly state that You transfer all the rights transferable through the particular sale and transfer transaction onto Winglio. Furthermore, hereby the Transferee expressly states that the Transferee accept the rights transferred from Winglio to the Transferee without prejudice and that no part of the rights may or will, at any given moment, stay pertinent to Winglio.

33.8

You waive all rights to hold Winglio liable for any problems in the execution of sale and transfer not directly related to the Winglio’s responsibilities as defined in this article. Furthermore, You waive all rights to hold Winglio liable for any damages, costs or expenses that the You may incur due to Transferee’s behavior.

33.9

The Transferee waives all rights to hold Winglio liable for any defects in the rights transferred or defects of the object of sale and transfer. Furthermore, the Transferee waives all rights to hold Winglio liable for any damages, costs or expenses that the Transferee may incur due to delay in delivery, defects in rights transferred or defects of the object of acquisition, or any other reasons related to the acquisition.

33.10

Any breach of rules of sale and transfer provided in this article, either by You or by the Transferee, may result in immediate termination of Your and/or Transferee’s Agreement, cancelation of Your and/or Transferee’s Account, and permanent blacklisting of You and/or the Transferee.


34. Use of Balance for Acquisitions from Third-Party Suppliers

34.1

You may request that Winglio acquires particular rights (including but not limited to ownership, license, copyright, trademark and alike) from a Third-Party Supplier. In such case, the acquisition will be made by Winglio directly, acting as Your commission agent on Your behalf.

34.2

Acquisition Request is submitted to Winglio through the form in Your Winglio Dashboard. You must fill-up the following information to the form to make the Acquisition Request valid.

34.2.1

Name and all relevant information on Third-Party Supplier

34.2.2

Request that the Winglio acts as Your commission agent

34.2.3

Short description of the rights to be acquired and the object of acquisition

34.2.4

Address for delivery, if the object of acquisition is physical object and the delivery is to be made at the physical address different from the address contained in Your Account data

34.2.5

Price of the rights to be acquired

34.2.6

Deadline for delivery (8 days unless provided otherwise)

34.2.7

ID of the Winglio-Client Contract for execution of which the rights need to be acquired

34.3

You may not request Winglio to acquire, as Your commission agent, any right that may be non-transferrable after the moment of acquisition (such as non-transferrable licenses, etc.). In such case, Winglio will deny Your request. However, Winglio is not, in any manner conceivable, obliged to control the nature of the right to be acquired on Your behalf and will not bear any liability towards You or any third person due to the acquisition of a non-transferrable right. In such case, You will not be entitled to any sort of reimbursement due to inability to receive a required right and object of acquisition caused by non-transferability of the acquired right. Still, You acknowledge that Winglio may take some time to analyze Your Acquisition Request for reasons of Winglio’s and Your security.

34.4

Winglio will only acquire rights from Third-Party Suppliers that are business entities (such as body corporates or other undertakings recognized as businesses). Your request to acquire any right from a third party - physical person will be denied.

34.5

If Your Balance does not cover the price of rights to be acquired, together with Fees applicable for processing of the acquisition, You authorize Winglio to draw the required amount from Your Funds. Such drawing shall be considered as an interest-free loan, repayable at Your request under the condition that Your Balance covers the amount necessary for loan repayment. If Your Funds are insufficient to cover the amount of loan required to process the Acquisition Request, You will be requested to make a sufficient Deposit in the next 3 (three) days. If You do not make a sufficient Deposit in such case, Your Acquisition Request will be denied.

34.6

Upon Winglio’s acceptance of Your Acquisition Request, it will be considered that You have engaged Winglio as Your commission agent and that the Winglio accepted the engagement. Winglio will then contact the Third-Party Supplier via usual communication channels. The acquisition will proceed in accordance with the rules governing the commercial contracts and trade laws applicable to the acquisition. Winglio does not guarantee delivery times. If the Third-Party Supplier cannot deliver the acquired right inside of the deadline You requested, Winglio will inform You of it and ask You to either accept the longer deadline period or to cancel the Acquisition Request. If the Third-Party Supplier is in delay, You may not hold Winglio liable for such delay nor can You request that Winglio claims any reimbursement, cancelation of the Acquisition Request or other remedies from the Third-Party Supplier outside those available under the applicable laws.

34.7

Delivery of the object of acquisition, whether it is tangible or intangible, shall be made directly from the Third-Party Supplier to You via the most adequate mode of delivery. Winglio is not liable for any problems in delivery.

34.8

Your Balance (and Your Funds, if the loan is necessary in accordance with paragraph 34.5 of this article) will immediately upon Winglio’s payment of the acquired rights be lowered for the amount of the price of acquisition together with any Fees applicable to the transaction.

34.9

All rights to the object of acquisition transferred by the Third-Party Supplier will be transferred from the Third-Party Supplier to Winglio as Your commission agent. From the moment that the Winglio becomes the holder of the acquired rights, Winglio gives You a free-of-charge, temporary, non-transferrable and revocable right to use the acquired rights in Works done under the Winglio-Client Contract defined as under paragraph 34.2.7 of these Terms. At the moment of delivery of Works in accordance with the Winglio-Client Contract, the right from this paragraph ceases to exist. You may not use the right defined in this paragraph in any other manner than as provided in this paragraph.

34.10

You waive all rights to hold Winglio liable for any defects in the rights transferred or defects of the object of acquisition. Furthermore, You waive all rights to hold Winglio liable for any damages, costs or expenses You may incur due to delay in delivery, defects in rights transferred or defects of the object of acquisition, or any other reasons related to the acquisition.

34.11

Any breach of rules of acquisition provided in this article may result in immediate termination of Your Agreement, cancelation of Your Account, and Your permanent blacklisting.


35. Business With Winglio

35.1

Winglio (meaning Service Provider or any of the Service Provider’s Corporate Partners) may, should You choose to accept, engage You to provide some Works for Winglio. In such case, it will be considered as a standard independent contracting agreement between Winglio as the Client and You as the Supplier. The contract between You and Winglio will be executed in a form similar to the W-C Contract, wherein Winglio will deliver the order to Your email address or through Your Winglio Dashboard.

35.2

You will be able to negotiate the following content of the contract between You and Winglio through the ready-made form on the Website, reachable through Your Winglio Office:

35.2.1

Description of the Works

35.2.2

Deadline(s) for delivery (if any)

35.2.3

Price of Works (total, per hour, percentage, etc.)

35.3

All other content of the contract between You and Winglio, except the content described in the previous paragraph, is ready-made and non-negotiable. You accept, without any further remarks, that all independent contracting business between You and Winglio will be done by use of the pre-defined contract.

35.4

Upon Your delivery of the Works ordered, Winglio will reimburse You by transferring the agreed price amount into Your Funds.



X. FEES APPLICABLE


36. Subscription Fees

36.1

Winglio may accept credit cards, debit cards or direct wire transfer for payment of our Subscription Fees from outside of Winglio. Winglio decides on available payment options at its own discretion. Availability of payment options is provided to You under “Plans” section of the Website. If you apply for Subscription, You will be able to make payment through Winglio Payment Processing System as instructed on the Website.

36.2

Additionally, if there is a sufficient amount in Your Funds, You may issue a request for withdrawal and simultaneous payment for purposes of settling of Subscription Fee.

36.3

All Subscription Fees related to the particular Subscription are defined in the “Plans” section of the Website.

36.4

Winglio may, at any time and at its own disposal, change the amounts of Subscription Fees in the particular Subscription Plan. Such change will apply to You only on the renewal of Your Subscription Period.

36.5

All Subscription Fees are stated in net amounts, and are exclusive of all taxes, levies, or duties imposed by taxing authorities, unless otherwise stated, and You will be responsible for payment of all such taxes, levies, or duties depending on Your geographical location and legal requirements applicable.

36.6

If You have a question about charges made to your account regarding the Subscription Fees, please contact Winglio immediately via the provided form accessible through the Website. If the charges were made in error, Winglio will immediately credit Your account or credit card account (if payment was made through credit or debit card) for the appropriate amount. Winglio has a zero tolerance policy for chargebacks. Any User who disputes a credit card payment that is found to be valid will be permanently blacklisted and barred from use of the Service. Any past due Fees and costs will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.


37. Commission Fees

37.1

You irrevocably authorize Winglio, as Your Commission Agent, to automatically collect any and all Commission Fees and Charges for its services provided to You.

37.2

All Commission Fees will be automatically charged:

37.2.1

At the moment the payment is received from the Client or the person that the Client authorized to make payment, in accordance with the invoice issued by Winglio upon your request, or

37.2.2

At the moment the payment is received from the Transferee’s Funds, in accordance with the Sale Request.

37.3

All Commission Fees and their respective method of calculation are defined in the “Fees” section of the Website.

37.4

Winglio may, from time to time and at its own disposal, change the amounts and/or methods of calculation of the Commission Fees. If so, the new Commission Fees will apply to You from the date set by the Winglio. You will be informed about the changes of Commission Fees a reasonable amount of time prior to the application of changes.

37.5

All Commission Fees are stated in net amounts, and are exclusive of all taxes, levies, or duties imposed by taxing authorities, unless otherwise stated, and You will be responsible for payment of all such taxes, levies, or duties depending on Your geographical location and legal requirements applicable.

37.6

If You have a question about charges made to your Balance regarding the Commission Fees, please contact Winglio immediately via the provided form accessible on the Website. If the charges were made in error, Winglio will immediately credit Your Balance for the appropriate amount. Any User who disputes a Commission Fee charge that is found to be valid will be, at the Service Provider’s discretion, permanently blacklisted and barred from use of the Service. Any past due Commission Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.


38. Additional Fees

38.1

Service Provider may charge You for Additional Fees in relation to the services it provides to You and/or for You.

38.2

Additional Fees will be automatically deducted (either from the amounts received or the Balance available), or drawn from the Funds, depending on the source of payments, at the moment:

38.2.1

The payment is received from the Client or the person that the Client authorized to make payment, in accordance with the invoice issued by Winglio upon your request, or

38.2.2

The payment is made to the Transferor or Third-Party Supplier in accordance with the Acquisition Request.

38.3

Types and amounts of Additional Fees and/or the method of determining them are defined in the “Fees” section of the Website.

38.4

Winglio may, from time to time and at its own disposal, change the amounts and/or methods of determining the Additional Fees. If so, the new amounts and methods of determination of Additional Fees will apply to You from the date set by the Winglio. You will be informed about the changes in amounts and methods of determination of Additional Fees a reasonable amount of time prior to the application of changes.

38.5

All Additional Fees are stated in net amounts, and are exclusive of all taxes, levies, or duties imposed by taxing authorities, unless otherwise stated, and You will be responsible for payment of all such taxes, levies, or duties depending on Your geographical location and legal requirements applicable.

38.6

If You have a question regarding the Additional Fees, please contact Winglio immediately via the provided form accessible through Your Winglio Dashboard. If the charges were made in error, Winglio will immediately credit Your Balance for the appropriate amount. Any User who disputes an Additional Fees charge that is found to be valid may be, at the Service Provider’s discretion, permanently blacklisted and barred from use of the Service. Any past due Additional Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.



XI. CURRENCY AND TAX ISSUES


39. Currencies

39.1

Balance and Funds are displayed only in Euros as the official currency of the Winglio Service.

39.2

The official currency for all Winglio Fees, as well as for all other payment transactions within the Service including but not limited to withdrawal requests is Euro and will be calculated in that currency no matter what currency Winglio receives as payments from the Clients.

39.3

Only Supported Currencies may be displayed on the invoices created to Your Clients through the Winglio Dashboard. Winglio may, from time to time and at its own discretion, add additional or remove existing supported currencies.

39.4

Payments received from Your 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 invoice, no matter what the Client's country of residence is.

39.5

All transfers between Winglio and Funds and vice-versa may only be ordered and made in Euros.

39.6

Upon receipt of the payment in any currency other than Euro from the Client, Winglio will automatically recalculate the 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 Fees and balance will be displayed to You in accordance with this article.

39.7

Acquisitions will be paid to Third-Party Suppliers only in Supported Currencies and amount on the invoice received from the Third-Party Supplier has to be displayed in one of the Supported Currencies, no matter what the Third-Party Supplier'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 Request.

39.8

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.


40. Your Personal Tax Liability

40.1

All tax liabilities of the companies related with the providing of the Service, including, but not limited to, Service Provider are fulfilled in the country in which that company has its registered address. Service Provider and Service Provider’s Corporate Partners only fulfill tax duties related to them as bodies corporate.

40.2

The funds that you withdraw from Balance may be the subject of the income tax or some other tax in your country, so you should comply with your obligations regarding that matter by yourself. Should Your tax authority find that any amount not withdrawn from Your Balance is subject to taxation under rules and regulations valid in Your country of residence, You waive all rights to request reimbursement from Winglio for such taxation of Your personal assets.

40.3

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.

40.4

Neither 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 the withdrawal of funds from 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.


41. VAT

41.1

As You are probably aware, some countries have VAT (Value Added Tax) system in force. In case that You have chosen to use a Service Provider’s Corporate Partner seated in one of those countries as Your primary vehicle and secondary commission agent, this Article may apply to transactions made by that Service Provider’s Corporate Partner as Your secondary commission agent.

41.2

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 Supplier’s invoice as part of the price.

41.3

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 invoice order, it will not be a part of Your Balance, nor will it be taken into account as a basis for calculation of the Commission Fee. Your Balance will only be increased by the net invoiced amount less applicable Fees. 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.

41.4

If the Third-Party Supplier issues invoice together with the VAT amount, and You chose that the Winglio pays directly, Your Balance will be debited for the overall invoiced amount (VAT included) together with the applicable Fees. You may subsequently request, through Your Winglio Dashboard, that the Balance is recharged with the paid VAT amount, but only if the Service Provider has succeeded in return of the VAT procedure for that particular invoice. You will be notified about recharge via Your Winglio Dashboard.

41.5

If the Third-Party Supplier issues invoice together with the VAT amount, and You chose Winglio may draw Your Funds for payment, Winglio may loan the amount equivalent to the overall invoice amount (VAT included) together with the applicable Fees. You may subsequently request, through Your Winglio Dashboard, that the Funds are reimbursed with the paid VAT amount, but only if the Service Provider has succeeded in return of the VAT procedure for that particular invoice. You will be notified about reimbursement via Your Winglio Dashboard.



XII. INTELLECTUAL PROPERTY OF THE USER


42. Content License

42.1

Winglio presumes, without any prejudice, that You own all of Your Content and other information that you upload to the Service, as well as the 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 in 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 the terms of this Agreement. 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 of Use.

42.2

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:

42.2.1

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

42.2.2

For Winglio’s internal business purposes so that Winglio may derive metrics and analytics relating to Your Content and Network Data.

42.3

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.

42.4

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.

42.5

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.


43. Infringement of Third Party IP Rights

43.1

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.

43.2

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.

43.3

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.

43.4

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.


44. Display of Winglio Relationship on Your Website

44.1

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:

44.1.1

Use of Winglio logo separately or in conjunction with any other material, or

44.1.2

Linking Winglio’s Service to Your Website, or

44.1.3

Advertising Yourself as Winglio Partner, or

44.1.4

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.

44.2

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.

44.3

Winglio is not, nor can it be liable for infringement of any of the third party’s 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.


45. Consequences of IP Infringement

45.1

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 43.2, may be grounds for immediate termination of Your Account, termination of the Agreement and blacklisting You for an indefinite time.



XIII. INTELLECTUAL PROPERTY OF WINGLIO



46. Intellectual Property Rights Pertinent to Winglio

46.1

All content located on or in the Website is the exclusive property of Winglio or is used with the express permission of the copyright and/or trademark owner.

46.2

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.

46.3

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 a 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.


47. Infringement of Winglio’s IP Rights

47.1

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.

47.2

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.



XIV. SOFTWARE AND WEB USAGE


48. Resources, Security and Backups

48.1

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.

48.2

Winglio uses the 256-bit SSL encryption to secure the access to Your Account and to secure any sensitive information transfer.

48.3

Winglio makes the complete backup of Content uploaded by You to the Service or created by the Service on a daily basis.


49. Links

49.1

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.


50. Monitoring

50.1

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.

50.2

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.


51. Service Availability

51.1

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.



XV. LIABILITY AND INDEMNITY


52. Liability

52.1

Nothing in this section or elsewhere in these Terms shall limit or exclude the liability of any party for:

52.1.1

Death or personal injury resulting from negligence;

52.1.2

Fraudulent misrepresentation; or

52.1.3

Any liability which cannot be limited or excluded by applicable law.

52.2

For the avoidance of doubt, and as mentioned above, nothing in these Terms affects your statutory rights.

52.3

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.

52.4

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.

52.5

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.

52.6

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.


53. Indemnity

53.1

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.

53.2

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:

53.2.1

Your access to or using of the Service;

53.2.2

Your Content;

53.2.3

Your use of any Non-Winglio Code or Third Party Applications;

53.2.4

Your use or misuse of, or connection to, any Winglio property or any services offered by the Winglio properties;

53.2.5

Your use or misuse of any Services offered by Winglio;

53.2.6

Your breach or alleged breach of this Agreement;

53.2.7

Your violation of any rights (including intellectual property rights) of a third party;

53.2.8

Your use or misuse of any User data including in violation of the Winglio Privacy Policy and

53.2.9

Your breach or alleged breach of any agreement or policy between You and other Users

53.3

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.



XVI. TERMINATION OF AGREEMENT

54. Regular Cancelation of Agreement

54.1

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.

54.2

From the moment Your request for cancelation is processed, You will have until the end of the Notice Period to fully withdraw the available amount from Your Balance, as well from the Deposit. If You do not act in such manner, the Service Provider will automatically, at the moment of expiration of Notice Period, empty out Your Balance and Your Funds, directing the funds (lowered for the applicable amounts of Additional Fees) to the last known account You have made the withdrawal to. In case of automatic emptying out of Your Balance and Your Funds, the Service Provider is not liable, in any manner, if the funds are directed to the account that is either closed, not related to You, blocked by creditor’s claim or lien, or is in any other manner unavailable to Your free disposal.

54.3

If You have an active Subscription, Notice Period is prolonged until the date of expiration of Your Subscription. In such case, the rules of automatic prolongation of Subscription from Article 24 of these Terms do not apply, nor can You manually extend Your subscription past the expiration date of the current Subscription period.

54.4

Any outstanding orders for Payment from the Balance will be made prior to the end of the Notice Period. Once Your request for cancelation is processed, You will not be able to submit any new requests for Payment from the Balance.

54.5

If You have an active Partnership Upgrade, rules of cancelation of Partnership Upgrade shall either:

54.5.1

Supersede these rules of cancelation, or

54.5.2

Apply separately from these rules of cancelation, or

54.5.3

Conform to these rules of cancelation,

depending on the content of the rules of cancelation of the particular Partnership Upgrade.

54.6

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.


55. Cancelation Through Unacceptance of Legal Changes

55.1

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.

55.2

Rules of last applicable Terms and/or other applicable legal documents You have accepted will apply until the expiration of Notice Period.


56. Termination by the Service Provider

56.1

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:

56.1.1

Breached any part of the Agreement;

56.1.2

Have not cleared negative amount in Your Balance for period longer than 3 (three) months;

56.1.3

Used Winglio or fraudulently engaged Winglio in any type of illicit, illegal, unlawful and especially criminal purposes;

56.1.4

Misused any part of the Service so as to damage Service Provider or any of the Service Provider’s Corporate Partners;

56.1.5

Consistently breached the Winglio-Client Contracts, thus damaging Winglio’s reputation;

56.1.6

Acted in any other manner defined in these Terms as a reason for Termination.

56.2

In case of Termination, Service Provider will immediately pay out Your Balance and Your Funds, lowered for all amounts of damages incurred by the Service Provider or any of the Service Provider’s Corporate Partners. You hereby explicitly authorize the Service Provider to set-off any amount of damages, costs or expenses incurred with any amount deposited in Your Funds, without limitations. Payment will be made to Your last known bank account number. In case that the damages incurred by the Service Provider are not covered by Your Balance and Your Funds, the Service Provider reserves the right to claim any further amount from You until the damages are fully covered.

56.3

In case of Termination, Your Account will immediately be erased, and You will be permanently blacklisted. Your Winglio Debit Card and all privileges pertaining to it will be immediately canceled.

56.4

In case of Termination, any outstanding Acquisition Requests, Sale Requests and Assignation Requests will be canceled and both You and all other parties involved will be informed of it via email without delay. Under any circumstances, Winglio will not be liable for any damages, costs or expenses incurred either by You or by any other party due to non-execution of the Acquisition Requests, Sale Requests and Assignation Requests caused by the Termination.



XVII. FINAL PROVISIONS


57. Communications

57.1

You consent to receive notices and information from us in respect of the Website and Services by electronic communication. Only 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 valid.

57.2

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.


58. Changes

58.1

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.


59. Privacy

59.1

For more information about how your personal information is used, please see Winglio's Privacy Policy in the section “Privacy” of the Website.


60. Survival

60.1

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.


61. Survival

61.1

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.

61.2

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.

61.3

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.

61.4

These Terms shall be governed solely by Malaysian Law, and all disputes will be settled in front of a competent Malaysian court.


62. Contact Us

62.1

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: February 10, 2016.