Legal Agreement Overview

This Service Agreement (the “Agreement”) is made and entered into as of the date of purchase between Palm Beach Software Design, Inc., a Florida corporation with its principal place of business at 4095 S. State Road 7, Suite L-207, Wellington, FL 33449 (the “Company”), and the Client (collectively referred to as the “Parties”).

WHEREAS, the Company agrees to provide the Client with a SaaS shopping cart, inventory feed updates, hosting, backup services, and maintenance services (the “Services”); and

WHEREAS, the Client desires to engage the Company to provide the Services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Standard Support Scope

1. Initial Setup and Configuration
   
   • During onboarding, if the client has an existing website, we will migrate the site’s content into the Win-Cart platform and integrate it into the default Win-Cart design.

   • Initial setup includes:

     • Installation and configuration of the Win-Cart platform, including proprietary Win-Cart plugins

     • Deployment of the selected storefront template

       • Basic customization, including logo placement, color adjustments, and site identity, which covers:

       • Logo integration

       • Brand colors and styling

       • Homepage content

       • About Us page

       • Contact Us page

       • Blog setup

       • Terms of Service page

       • Privacy Policy page

       • Return Policy page

       • Navigation and menu structure

       • Minor cosmetic adjustments

     • Configuration of supplier data feeds and product catalog

     • Installation of essential plugins required for platform functionality

   • For the first two weeks following site launch, we will accommodate reasonable content and image changes requested by the client.
   • Limitations: Changes to the site’s theme, layout, or design structure are not included during this period. Only content and image adjustments will be supported. Any work outside the above scope will be considered custom development and may be billed separately.
2. Ongoing Support
   
   • Troubleshooting issues related to the base Win-Cart solution.
   • Assistance with platform training and understanding features.
   • Resolution of technical issues caused by Win-Cart.

   • Exclusions

     1. Issues caused by third-party plugins, custom code, or Client modifications

     2. Requests involving design changes, additional features, or custom development

3. Post-Launch Site Maintenance

   • Upon delivery and acceptance of the website, the Client assumes responsibility for ongoing site management, including content updates, user access, and administrative changes

   • The Client may install plugins, modify themes, or change configurations at their discretion

   • Win-Cart is not responsible for issues resulting from post-launch modifications

4. Billable Services
   • Additional HTML or web development work—including adding pages, making layout changes, or implementing custom requests—will be billed at $95/hour, with a minimum of 2 hours per request.
   • Clients will receive a detailed estimate for approval before billable work begins.
5.  

2. Third-Party Integrations

1. Installation and Setup
   
   • Approved third-party plugins can be installed and set up for a flat fee of $95 per plugin.
2. Support and Troubleshooting
   
   • Debugging or troubleshooting third-party plugins is not provided.
   • If a plugin is incompatible with the Win-Cart platform, clients will be notified, and the $95 setup fee will be refunded.
3. Client Responsibility
   
   • Clients must verify that third-party plugins meet their business requirements and are compatible with the Win-Cart platform.

3. Data Ownership and Backups

1. Data Ownership
   
   • All content and data uploaded to the platform remain the sole property of the client.
2. Backup Services
   
   • Win-Cart provides daily backups of platform data.
   • Clients are not required to maintain their own backups, as Win-Cart assumes full responsibility for data integrity under normal operating conditions.
   • Customers are responsible for creating backups prior to installing plugins or making significant configuration changes. Win-Cart is not liable for data loss, corruption, or site issues resulting from client modifications, third-party plugins, or external integrations. While Win-Cart performs daily backups retained for up to thirty (30) days, such backups are maintained for internal recovery purposes only, are considered proprietary, and are not guaranteed to be distributed or provided to clients upon request.
3. Data Recovery
   
   • In cases of platform-related data loss, Win-Cart will restore the most recent backup at no cost.
   • For data loss caused by extraordinary events beyond Win-Cart’s control (e.g., acts of God), recovery efforts may incur a fee based on time and resources required.
4. Liability Limitations
   
   • Win-Cart is not liable for data loss caused by events beyond our control, such as natural disasters or other force majeure situations.

4. Acceptable Use and Indemnification

1. Acceptable Use Policy
   
   • Prohibited activities include but are not limited to:
     
     • Engaging in illegal activities, including the sale of unlawful products or services.
     • Sending spam, phishing, or other unauthorized communications.
     • Uploading or distributing malicious software, viruses, or harmful content.
     • Misusing the platform in ways that harm its functionality, security, or performance.
2. Client Responsibility
   
   • Clients are responsible for ensuring all uploaded content complies with intellectual property laws.
3. Indemnification
   
   • Clients agree to indemnify and hold harmless the Company, its officers, directors, employees, agents, and representatives from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
     
     • The client’s use of the Services.
     • The client’s breach of any obligations under this Agreement.
     • The client’s negligence or willful misconduct.
4. Right to Suspend or Terminate Access
   
   • Win-Cart reserves the right to suspend or terminate access for violations of this policy or activities harmful to the platform or its reputation.

5. Fees, Payment Terms, and Refund Policy

1. Payment Schedule
   
   • Clients are charged monthly on the subscription anniversary date or the next available business day.
2. Failed Payments
   
   • Clients have 5 days to resolve failed payments before access to the site is suspended.
   • A $249 restoration fee will apply to reactivate the site after suspension.
3. Refund Policy
   
   • Refunds are not provided for any work or services already performed.
   • No guarantees are made regarding site performance, sales, or customer satisfaction with content.
4. Content Responsibility
   
   • Clients are responsible for ensuring all content complies with copyright and intellectual property laws.

6. Termination and Cancellation Policy

1. Client Termination
   
   • Clients may terminate their subscription at any time by contacting Win-Cart.
   • Termination takes effect at the end of the paid period or immediately upon the client’s request, with no refunds for unused time.
2. Data Handling
   
   • Clients may request a backup of their content (excluding inventory data from vendor feeds) at the time of termination.
3. Server Retention
   
   • The site remains on the server until the next subscription anniversary date, after which it will be permanently deleted if not reactivated.

7. Platform Updates and Maintenance

1. Platform Management
   
   • All updates and maintenance are handled automatically by Win-Cart, requiring no client action.
2. Planned Downtime
   
   • Clients will be notified in advance if maintenance or updates require downtime.
3. Unplanned Downtime
   
   • Win-Cart will promptly address and resolve any unplanned downtime to restore service.

8. Disclaimers and Limitations of Liability

1. No Guarantee of Outcomes
   
   • Win-Cart does not guarantee specific business outcomes, such as increased sales or improved engagement.
2. SEO and Search Engine Indexing
   
   • Win-Cart is not responsible for SEO or ensuring sites are indexed by search engines.
3. Content Responsibility
   
   • Clients are responsible for ensuring uploaded content complies with intellectual property laws. Win-Cart assumes no liability for improper or unauthorized use of content.
4. Third-Party Vendor Issues
   
   • Win-Cart is not responsible for incorrect, unavailable, or out-of-date vendor inventory data provided through third-party feeds.
5. Accessibility and Compliance
   
   • Clients are responsible for ensuring their site complies with applicable laws and regulations, including but not limited to ADA, GDPR, or CCPA compliance, unless explicitly included in our services.
6. Data Security and Breaches
   
   • Win-Cart takes reasonable measures to secure the platform; however, clients are responsible for safeguarding sensitive customer information (e.g., strong passwords, encryption for sensitive data). Win-Cart is not liable for unauthorized access due to client-side negligence.
7. Force Majeure Clause
   
   • Win-Cart is not liable for delays, interruptions, or losses caused by circumstances beyond its control, including but not limited to acts of God, natural disasters, wars, or pandemics.

9. SMS Notifications

1. Consent to Receive SMS Communications: By creating an account with Win-Cart, you consent to receive SMS (Short Message Service) messages from us at the phone number you provide. These messages are strictly for informational purposes, including account alerts, transaction notifications, and other essential updates related to your use of our services. We will not send you marketing or promotional messages via SMS.
2. Condition of Account Usage: Receiving SMS notifications is a mandatory aspect of our service. If you do not agree to receive these messages, please refrain from creating an account or using our services.
3. Opt-Out Procedure: If you wish to stop receiving SMS notifications, you can opt out at any time by replying “STOP” to any of our messages. Upon receipt of your opt-out request, we will send a confirmation message, and you will no longer receive SMS notifications from us. Please note that opting out of SMS notifications may affect your ability to receive important information related to your account.
4. Message and Data Rates: Standard message and data rates may apply to SMS communications. Please consult with your mobile service provider for details on applicable fees.
5. Contact Information: For assistance or more information regarding our SMS notifications, please contact our support team at 561-572-0233.

 10. Security and Access Responsibility

• After a website has been delivered and made live, customers may have administrative access to their WordPress and WooCommerce environment.
• Customers may also grant access to additional users, employees, contractors, or third-party developers.
• Because of this, customers share responsibility for maintaining the security of their website.

    Customers are responsible for:

• • Managing user accounts and permissions
  • Using strong passwords and secure login practices
  • Monitoring who has administrative access to the site
  • Ensuring third-party plugins and themes are from reputable sources
  • Reviewing any changes made by developers or contractors with access to the website

• Win-Cart cannot guarantee the security or stability of websites that have been modified by third-party software, plugins, custom code, or external developers.
• If a security incident, website malfunction, or service disruption occurs due to:
  • insecure plugins
  • compromised user accounts
  • unauthorized access
  • custom code changes
  • third-party integrations