Terms of Service

AGREEMENT

Thank you for using WinFactor's Client Portal services (hereinafter referred to as the COMPANY or Software or Services). Please read our TERMS OF SERVICE thoroughly. This Agreement is a legal contract between you (hereinafter referred to as CUSTOMER) and WinFactor and it describes our commitment to you as a service provider and your obligations as a user of these Services. This Agreement describes the Terms of Service applicable to your use of the Services available under the domain clientlogin.winfactor.com and its subdomains and the general principles for our affiliated websites and their components.

The Headings in the Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of each section. The Terms of Service may incorporate and govern other Terms and Conditions of certain components and features found within the Software; by accepting the Terms of Service, you are also accepting those other Terms and Conditions.

Our failure to act with respect to a breach of this Agreement by you or by others does not waive our right to act with respect to subsequent or similar breaches.

TERMS OF SERVICE OF ACCESSING THIS WEBSITE

Access is available only to active clients who have been assigned web access privileges by their contracted Factor. Proceeding to access and use this website constitutes a full and irrevocable acceptance of the terms and conditions set forth herein, as well as a waiver of any and all claims against COMPANY and its parent, subsidiaries, affiliates, officers, directors, employees and agents.

By using this website, you agree to abide by the terms contained herein. If you do not agree to these terms, then you may not use this website. Neither access nor the information contained herein is to be shared or communicated with any other party

When we refer to “you” or “your,” we mean the person accessing the site or utilizing our Services. If the person interacting with the WinFactor Client Portal does so on behalf of, or for the purposes of, a business, “you” or “your” also means that business organization.

The COMPANY provides the website as a conduit of information and no representation is made or warranty implied regarding the completeness, suitability, reliability or accuracy of the content or information contained in any materials on this site.

Our Services are available only to individuals 18 years or older and to those who are authorized by the CUSTOMER to accept this legally binding contract. By accessing our Services, you will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations, and copyright, trade secret and intellectual property laws. Only legal business entities may access our Services.

Data loss: Data loss is an unavoidable risk when using any technology. This might happen for any number of reasons, at any time. You’re responsible for maintaining copies of your data entered into our Services.

No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue use of the WinFactor Client Portal.

US FOREIGN POLICY STATEMENT: WinFactor and its affiliates and subsidiaries must comply with all sanctions/restrictions imposed by the United States Department of the Treasury, Office of Foreign Assets Control (OFAC). As such, the website may not be accessed by companies or individuals in the following countries or regions: Cuba, Islamic Republic of Iran, North Korea, Crimea Section of Ukraine, Afghanistan, Belarus, Central Africa Republic, The Democratic Republic of the Congo, Ethiopia, Hong Kong, Iraq, Lebanon, Libya, Nicaragua, Russian Federation, Somalia, South Sudan, Syrian Arab Republic, Bolivarian Republic of Venezuela, Yemen, Zimbabwe.

By accessing and using the Software it indicates that you have read and understood, and assent to be bound by, and are authorized to accept the TERMS OF SERVICE on behalf of CUSTOMER.

CHANGES AND AMENDMENTS

The acceptance of the TERMS of SERVICE is effective for all users upon accessing or using the Software. When new and revised Services are introduced, there may be additional terms. We will let you know about those new terms before you start using them. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

DESCRIPTION AND OWNERSHIP OF THE SOFTWARE

The WinFactor Client Portal is a conduit used to collect, store, transmit, display, retrieve and manage information regarding the CUSTOMER and the CUSTOMER's business processes. All references in this Agreement to the "Software" means the WinFactor Client Portal and its components.

The ownership of the Software shall remain with COMPANY. COMPANY retains all ownership rights, including source code, and CUSTOMER has no interest therein.

The COMPANY owns the design, compilation and look and feel of our Services. The COMPANY claims rights in all copyrighted works, trademarks, designs, inventions and other intellectual property. It does not include any other software (such as Microsoft Word) or any other operating systems. The COMPANY retains all intellectual property and rights to any feedback, feature suggestions, improvements or product ideas provided to the COMPANY by the CUSTOMER and users of the software.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

The limitations of warranties and liabilities as set out below, shall continue in force; even after termination of your registration.

COMPANY rights to safeguard against unlicensed and unregistered use: COMPANY may use any means it deems appropriate to protect the Software from unauthorized use. This may include, but is not limited to, software copy protection schemes, encryption, hardware key protection and execution control schemes.

CUSTOMER agrees to not use the Software, and to not permit CUSTOMER’S employees, vendors, agents or brokers, to use the Software, in a manner that violates applicable law or regulations, or this Agreement.

CUSTOMER will not reproduce, modify, copy, sell, trade, loan, lease, rent, assign, or otherwise transfer the Software or resell the Services. The Customer's registration is not transferable. CUSTOMER may not copy, reproduce, modify or make derivative works or distribute or publicly display any content from the Software and its affiliated Sites without the expressed written permission from the COMPANY.

CUSTOMER agrees to not use any robot, spider, scraper, or any other automated means to access the Software, or its affiliated sites, and CUSTOMER will not permit CUSTOMER’s clients, agents, brokers, to use any automated means to access the Software, for any purpose, without the expressed written consent from the COMPANY.

CUSTOMER will not decompile, disassemble, or reverse engineer the Services, or otherwise reduce the Software to human-perceivable form without the expressed written consent from the COMPANY

CUSTOMER will not make the Services available on any file-sharing or application hosting service.

CUSTOMER agrees not to take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionate large load on our infrastructure.

CUSTOMER agrees to not interfere or attempt to interfere with the proper working of the Software or its affiliated Sites or any activities conducted in the Software or its affiliated Sites.

CUSTOMER activities on our Site or affiliated Sites may not create liability for us or cause us to lose (in whole or in part) the Services of our ISPs or other suppliers.

Use of your Mobile Device: Use of the Software may be available through a compatible mobile device, which may require Internet access and software. You agree that you are responsible for these requirements, including any applicable changes, updates and fees and the terms of your agreement with your mobile device and telecommunications provider.

WinFactor makes no warranties or representations of any kind, express, statutory or implied as to:

1. The availability of telecommunication services from your provider and access to the services at any time or from any location;

2. Any loss, damage or security intrusion of the telecommunication services; and

3. Any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.

CUSTOMER agrees that use of the Client Wallet and the WinFactorPay(™) prepaid card program is governed by this Agreement.

CUSTOMER acknowledges that their registered users must accept the Client Portal Terms of Service to access the Software through the Client Portal.

Notwithstanding any information provided on this website to the contrary, express, or implied, your contracted Factor reserves the right not to purchase any and all specific accounts, at its sole discretion, regardless of an account debtor's credit status; the COMPANY has no role in the purchasing decisions of your contracted Factor.

CUSTOMER accepts that the Credit Status and Credit Scores found on the website are determined by your contracted Factor's internal credit requirements; not the COMPANY.

CUSTOMER acknowledges that some of the content and data displayed on the website is derived from other sources and public and regulatory agencies. This content and data may also inform your contracted Factor's Credit Status and Credit Rating displayed on the website; the COMPANY makes no warranty that the information derived from other sources and public and regulatory agencies is accurate. COMPANY has made no attempt to verify the accuracy of the data or content provided by other sources and public and regulatory agencies.

CUSTOMER acknowledges that a "buy" or "no buy" or "call first" Credit Status for any company should not be interpreted as a statement as to the financial condition of such company. A "no buy" may be the result of factors causing a failure or delay in payment, including disputes over goods or services or factors outside of the control of such account debtor. Any and all information obtained is not intended to be used, nor should be used for credit decisions regarding personal, family or household purposes of a natural person.

CUSTOMER accepts that COMPANY provides this website as a platform for your contracted Factor to display information, offerings and announcements; COMPANY is not responsible for the information, offerings and announcements posted by your contracted Factor.

Furthermore, CUSTOMER accepts that eligibility for any Cash Advance offering posted on the website is subject to final determination by your contracted Factor; not by COMPANY.

SUPPORT OF SOFTWARE

CUSTOMER will direct any support questions or website issues to their Factoring Account Representative. The Factoring Account Representative is responsible for opening a support ticket with COMPANY and then communicating the resolution of issues or questions to CUSTOMER.

COMPANY’s support obligation is limited to the functionality of the Software.

Support is available Monday through Friday between the hours of 9:00 AM and 5:00 PM (Eastern Time), excluding Federal Bank Holidays.

The method for providing technical support assistance will be solely at the discretion of COMPANY.

CUSTOMER agrees to promptly report any errors in the Software to their Factoring Account Representative.

COMPANY will not be responsible for:

• Installation, maintenance, support, repair, or training regarding any CUSTOMER’s computer hardware.
• Installation, maintenance, support, repair, or training regarding the CUSTOMER’s computer network.
• Installation, maintenance, support, repair, or training regarding the CUSTOMER’s computer operating systems.
• Any data entry, including entry of test data.
• Installation, maintenance, support, repair, or training regarding any software, other than WinFactor Client Portal, on CUSTOMER's computers, including, but not limited to: Microsoft Word, Microsoft Excel or SQL server.

SECURITY, PRIVACY AND CONFIDENTIAL INFORMATION

We do not sell or rent your personal information to third parties, and we only use your information as described in the Privacy Policy which is posted on our website (winfactor.com) and in the Client Portal.

We store and process your information on servers located in the United States that are protected by physical as well as technological security devices.

By use of the Services, CUSTOMER may become aware of confidential information, trade secrets, specific processes and systems of the Software and its components. CUSTOMER will take steps to protect the Software from being accessed by third parties and to not disclose confidential information about the Software in any way adverse to COMPANY.

The parties anticipate that CUSTOMER will provide confidential information relating to its business processes in order for the Software to perform under this Agreement and for the CUSTOMER to benefit from or use the Software.

USER ERROR, DATA ENTRY AND DATA INPUT

COMPANY shall not be held liable for any data entry errors, user mistakes, mathematical inaccuracies, or erroneous information input by CUSTOMER and its users during the utilization of this software. The accuracy of all data and content entered into Winfactor by CUSTOMER shall rest solely with CUSTOMER, absolving COMPANY of any responsibility or liability.

DOCUMENT UPLOADS

COMPANY shall not bear any responsibility or liability for the information, sensitive data, or confidential content stored within PDFs, Word Documents, Spreadsheets, or other documents uploaded by CUSTOMER.

ACCOUNT OWNER

The CUSTOMER Account Owner (“Firm Owner”) is the initial Administrator of the Services account.

The Firm Owner may designate one or more additional Administrators and other users of the Services account and is solely responsible for establishing the correct permissions and access for additional Administrators and other users of the account.

In regards to the security and confidentiality of the Client Wallet: CUSTOMER accepts that there are critical and sensitive permissions necessary to access the Client Wallet. The Firm Owner is solely responsible for establishing the correct and specific User permissions for any trusted Administrators who they may authorize to access the Client Wallet.

CUSTOMER is responsible for securely managing password(s) for the Services and to contact COMPANY if you become aware of any unauthorized access to your account.

CUSTOMER acknowledges that every user of the Software must be registered as a contact.

CUSTOMER will issue and safeguard unique usernames and passwords for each registered user in the Software. Sharing Usernames and Passwords is not permitted.

CUSTOMER acknowledges that Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

The Software is a continuously improving product provided by automatic updates. COMPANY may, from time to time, perform maintenance on Software resulting in interrupted service, delays or errors in WinFactor. WinFactor will attempt to schedule planned outages after hours and provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

To maintain the security of the Software the COMPANY may implement modifications immediately without notice or to comply with government laws and regulations. Using the Software indicates acceptance of the modification of the new TERMS OF SERVICE.

To maintain the security of the Software and to gain access to the Software, CUSTOMER accepts IP registration and will not use Anonymizers or Proxy Services or Hosted Data Centers to shield IP identity. CUSTOMER acknowledges that their employees, vendors, agents and brokers, are governed by the same Terms and Conditions to access the Software.

Relationship between the parties; assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between COMPANY and CUSTOMER.

Regarding the WinFactorPay(™) reloadable prepaid card program: COMPANY complies with applicable US laws and regulations of the Payment Card Industry (PCI) Security Standards as it does not store, process or transmit card data subject to PCCI-DSS 4.0 security standards (Ie. Primary account number or card number, expiration date, service code (CVV) and or PIN).

WARRANTIES, LIMITATIONS OF LIABILITY, DISCLAIMERS AND INDEMNITY YOUR USE OF THE WEBSITE AND SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU UNDERSTAND AND AGREE THAT NEITHER WE NOR ANY THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM YOUR USE OR INABILITY TO USE THE WEB SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE. WINFACTOR, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. WINFACTOR AND ITS AFFILIATES AND SUPPLIERS DISCLAIMS ALL OBLIGATIONS OR LIABILITIES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR EXPENSE INCLUDING, BUT WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, DATA LOSS, LOSS OF BUSINESS INFORMATION OR LOSS OF CUSTOMERS, LOSS OF CAPITAL, LOSS OF ANTICIPATED SAVINGS, LEGAL, TAX, OR ACCOUNTING COMPLIANCE ISSUES, DAMAGE TO REPUTATION, LOSS IN CONNECTION WITHH ANY OTHER CONTRACT, ANY OTHER PECUNIARY LOSS ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE AND/OR SYSTEM. WINFACTOR AND ITS AFFILIATES AND SUPPLIERS CANNOT AND DO NOT WARRANT THAT THE CLOUD SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, OUTAGES, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOUR STATE, ANY IMPLIED WARRANTIES ARE THEN LIMITED TO 60 DAYS FROM THE INITIAL DATE OF DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. WINFACTOR, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. SOME DATA AND CONTACT INFORMATION WITHIN THE SOFTWARE IS DERIVED FROM OTHER SOURCES AND IS PROVIDED FOR THE CONVENIENCE OF THE CUSTOMER. COMPANY HAS ATTEMPTED TO INCLUDE DATA AND CONTACT INFORMATION WHICH ACCURATELY MIRRORS THE DATA PROVIDED BY PUBLIC AND REGULATORY AGENCIES, BUT COMPANY HAS MADE NO ATTEMPT TO VERIFY THE ACCURACY OF THE DATA OR CONTACT INFORMATION. THE COMPANY MAKES NO WARRANTY OF ANY KIND REGARDING THE ACCURACY OF THE CONTACT INFORMATION PROVIDED. AND EVEN IF OUR REPRESENTATIVES OR WE HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ACKNOWLEDGE AND AGREE THAT IN ORDER TO PROVIDE YOU WITH ACCESS TO AND USE OF SOFTWARE, COMPANY MAY DISCLOSE YOUR ACCESS INFORMATION AND ACCOUNT DATA TO (I) YOUR CONTRACTED FACTOR; (Ii) YOUR EMPLOYEE OR AGENT WHO IS IDENTIFIED IN THE REGISTRATION DATA AS THE CURRENT FIRM OWNER FOR YOUR ACCOUNT, AND (IiI) SUCH OTHER EMPLOYEE OR AGENT WHO MAY BE DESIGNATED BY CUSTOMER AS A REPLACEMENT ADMINISTRATOR FOR YOUR ACCOUNT. (IV) ANY OTHER PERSON CUSTOMER IDENTIFIES AS AN AUTHORIZED USER OF THE WINFACTOR CLIENT PORTAL WILL HAVE ACCESS TO THE ACCOUNT DATA SUBJECT TO THE ACCESS PERMISSIONS CUSTOMER ASSIGNS TO THEM. WE USE SEVERAL METHODS TO PROTECT THE SOFTWARE FROM UNAUTHORIZED ACCESS. YOU AGREE TO INDEMNIFY AND HOLD US AND (AS APPLICABLE) OUR PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SERVICES, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OUR CONTROL RESOLUTION OF DISPUTES.

Relationship between the parties; assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between WinFactor and CUSTOMER. The WinFactor Client Portal acts as a conduit of information between you and your Factor. You’re solely responsible for resolving disputes between you and your Factor or any other subscriber or invited user.

In the event a dispute arises between you and WinFactor LLC, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures. Our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and WinFactor, LLC agree that any claim or controversy at law or equity that arises out of this Agreement, or our services shall be resolved BY arbitration or as otherwise mutually agreed upon in writing by the parties.

ARBITRATION

If any dispute arises under this Agreement, the parties agree that a good faith attempt to resolve the dispute shall be made by presenting the position of the parties to the President of COMPANY and the Management of CUSTOMER at a meeting at a neutral site. If no such meeting can be arranged within two (2) weeks from the request for such meeting, or if the named persons are unable to reach Agreement within one (1) week after such meeting, the parties agree that the dispute shall be resolved by binding arbitration by a three person arbitration panel in Polk County, Florida under the rules of the American Arbitration Association, and that the award shall be enforceable under any court having jurisdiction thereof.

TERMINATION OF AGREEMENT

This Agreement may be terminated:

1. By mutual written consent of the parties with 30 days' notice;

2. By COMPANY or CUSTOMER, effective upon delivery of written notice to the other by certified mail or in person with 30 days' notice.

Termination under any provision of this paragraph shall not affect any right, obligation or liability of COMPANY or CUSTOMER which accrued prior to such termination. Termination of this Agreement for any reason shall not affect the mutual obligations of the parties to maintain the confidentiality of information pursuant to the Agreement.