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.
   • 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.
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.
3. 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.

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.
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. Governing Law and Dispute Resolution

1. • In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through mediation administered by the American Arbitration Association (AAA) under its rules before resorting to any other legal remedies.
   • The mediator will be selected by mutual agreement of the parties.
   • The mediation shall commence within 90 days of a written request for mediation by either party.
   • Mediation proceedings shall remain confidential, and any information disclosed during mediation shall not be used in any subsequent legal proceedings.
   • The prevailing party in the mediation shall be entitled to recover reasonable attorney’s fees and related costs.
   • This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

11. Miscellaneous

1. Entire Agreement
   
   • This Agreement constitutes the entire agreement between the Parties and supersedes all prior communications, representations, or agreements.
2. Amendment
   
   • This Agreement may only be amended in writing and signed by both Parties.
3. Severability
   
   • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
4. Notices
   
   • All notices under this Agreement must be in writing and sent to the respective Party’s address, as outlined herein.

By using Win-Cart, you agree to these Terms of Service. If you have any questions, please contact us directly.