1.1 This Agreement, referred to as the Terms of Service, is a contract between you and WinkOffice, also known as "we" or "us". It outlines the rules and guidelines for using our web platform found at winkoffice.com (referred to as "this Site") and any subscription or other services we offer (collectively, "the Services"). By utilizing this Site and engaging with our Services in any way, you confirm that you have read, comprehended, and consent to adhere to the terms set forth in this Agreement.
3.1 Provided that you adhere to the terms of this Agreement, maintain a subscription for a relevant plan, and we receive your corresponding payments on time, we will provide you access to the specified Services for the duration of your subscription term. We will strive to ensure the Services are available, except during scheduled maintenance periods and unforeseen emergency maintenance. We reserve the right to alter, substitute, or cease the Services at any moment, for any reason, without prior notification to you.
3.2 Your use of the Services is strictly limited to the stipulations of this Agreement. You are required to: (i) supply truthful, up-to-date, and comprehensive information as requested by any forms on this Site ("Registration Data"); (ii) consistently update the Registration Data to ensure its accuracy, currency, and completeness; (iii) safeguard the confidentiality of your password and identification details; (iv) inform us promptly in the event of any unauthorized access to your account; (v) take full responsibility for all activities conducted through your account. Each user of the Services must have a unique username and password. It is mandatory to provide a legitimate email address for each individual you authorize to use your account. Additionally, you agree to provide any other information we may request as necessary.
3.3 It is your responsibility to acquire and uphold all necessary telecommunications, broadband, and computer hardware and services to access and use the Services. Additionally, you are accountable for all associated costs.
3.4 We reserve the right to terminate your account without prior notice or obligation to you if, at our sole discretion, we determine that you: (i) have breached this Agreement; (ii) do not conform to our business model; (iii) are engaging in the sharing of usernames or passwords; (iv) have acted against our core values; or (v) are misusing our services or mistreating our team in any manner, including utilizing our services for unlawful activities.
3.5 "Deliverables" refers to the unique content created and supplied by us, tailored specifically to your design requests. The license for the Deliverables falls under the specific license terms described in Section 6 below. This term does not encompass Licensed Content, which is governed by specific licensing constraints.
3.6 "Licensed Content" denotes pre-existing or stock content elements, like artwork, stock images, audio, typefaces, videos, designs, and writings, that we own or have licensed from third parties. While you will possess the sole and exclusive right to use the Deliverables, you are not granted copyright ownership of these Deliverables. Instead, you are provided with a usage license. The Licensed Content within the Deliverables falls under the specific license terms described in Section 5 below. Therefore, no rights are conferred upon you regarding the Licensed Content, except as explicitly outlined in this agreement.
3.7 In accordance with your ongoing adherence to this Agreement, including the prompt payment of any due fees, we confer upon you a restricted, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and utilize the Services solely for your internal business operations. The Services must not be used for monitoring its availability, performance, or functionality for any competitive analysis. You, or any third party through you, are prohibited from: (a) reverse engineering the Services (except as explicitly allowed under applicable law), decompiling, disassembling, or attempting to discern the source code, object code, or foundational structures, concepts, or algorithms of the Services; (b) altering, translating, or producing derivative works from the Services; (c) utilizing the Services for any purpose beyond your internal use; or (d) operating the Services in any manner not in line with this Agreement and all relevant legal and regulatory requirements, including but not limited to privacy and intellectual property laws.
3.8 You hereby provide us with an enduring, irrevocable, global, non-exclusive, assignable, and sublicensable license and right to utilize commercially, in any way we see fit, any feedback, suggestions, or recommendations that you submit to us.
3.9 Occasionally, we may provide opportunities for free trials of one or more of our Services under the terms of this Agreement (“Free Trials”). A Free Trial allows you to use the specified Services without charge for the duration specified in the Free Trial offer for the chosen Service (the “Trial Period”). The Trial Period for any Service you register for under a Free Trial commences on the registration date and concludes at the end of the Trial Period, irrespective of your usage of the Service.
Should you decide to cancel the selected Service during the Trial Period, your rights related to your account and our Services will cease at the end of the Trial Period. This includes losing access to our Services and any design files associated with those Services. If you do not cancel the selected Service prior to the conclusion of the Trial Period, your account and the Service will automatically transition to a standard paid subscription following the Trial Period. This will be in accordance with the fees and terms stated at the time of your Free Trial registration and under the conditions of this Agreement. This conversion from a Free Trial to a standard paid subscription will take place automatically at the end of the Trial Period, unless you have already canceled your account. Furthermore, by not canceling your selected Service before the Trial Period ends, you authorize us to charge the standard subscription fees and any applicable taxes to your payment method (e.g., credit card) from the end of the Trial Period, based on your selected billing cycle (e.g., monthly, annually).
To participate in a Free Trial, a valid payment method must be associated with your account. The Free Trial may be terminated if your payment method is removed, canceled, transferred, or deemed invalid or insufficient by us. You acknowledge and agree that we reserve the right to terminate or modify our Free Trials, alter or discontinue the selected Service, or replace it with a similar service or offer, at any time, at our sole discretion.4. Use of the Services
4.1 Under the terms of the applicable subscription plan you have chosen, you are permitted to utilize the Services for an unlimited number of projects and to an extent that is suitable for the scale of your account. Although we accept an unlimited number of requests for Deliverables and revisions thereof, the quantity of output we can produce is contingent upon various factors, primarily the overall volume and complexity of the requests. We will endeavor to cooperate with you in prioritizing certain tasks and adhering to your schedules; however, we advise against relying on our Services for projects that are constrained by strict deadlines.
4.2 We strive to minimize errors in the final Deliverables. However, given the inherent uncertainties in creative design, we cannot assure that all final Deliverables will be completely free of errors. Upon receiving a file from us, you are obligated to review and proofread all files for potential errors or omissions and inform us of any necessary changes or corrections within seven (7) days of receipt. We commit to expediting the editing process to rectify any mistakes reported within this timeframe. Should you report errors beyond this period, we are not obligated, but will endeavor, to collaborate with you to implement corrections.
4.3 The speed of your account is contingent upon the number of subscriptions you hold. Each subscription is an indicator of our output capacity and represents our capability to deliver work within a business day, utilizing our team, software, and web platform. The extent of work achievable with a single subscription is influenced by several factors, including but not limited to: (i) the type of plan selected; (ii) the quantity of requests; and (iii) the complexity of these requests. We do not provide any guarantee regarding the volume of work achievable with a single subscription. If you wish to enhance the amount of work we can execute within a business day, we recommend increasing the number of subscriptions associated with your account.
4.4 You hold ownership and/or control over all information, data, or materials ("Customer Content") that you submit to us for the purpose of utilizing the Services. When you provide Customer Content to us, you represent and warrant that you either own this content or possess the requisite rights, licenses, and permissions to distribute it. You hereby grant us a global, royalty-free, non-exclusive license to access and utilize the Customer Content solely for the purpose of delivering the Services.
4.5 While you will obtain a license to use the Deliverables, including any intellectual property contained therein, the ownership of all rights, title, and interest in the Deliverables remains with us. Any Deliverables will not be transferred to you, but instead, you will be granted a perpetual license to use them. This license is contingent upon your adherence to this Agreement, the complete payment of due amounts, and the conditions set forth in Section 6.
You, in turn, grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, host, operate, copy, reproduce, process, adapt, translate, publish, transmit, display, and distribute any Deliverables created in association with the Services. This license is solely for the purpose of providing the Services to you and managing your account. Additionally, we may utilize the Deliverables and other information about you and your use of the Services for internal purposes to improve and enhance our Services. This includes using aggregated data to demonstrate the range of our Services for marketing and advertising purposes. You are responsible for the content of the Deliverables and ensuring that it complies with all applicable laws and regulations.
4.6 WinkOffice firmly opposes the use of its Service for discriminatory practices, particularly those based on race, religion, gender, sexual orientation, age, disability, ancestry, or national origin. You are expressly prohibited from employing the Service in any way that could, or is likely to, incite, endorse, or facilitate such discrimination. Additionally, the Service must not be used to provoke or support hostility or violence. Should we, at our sole discretion, determine that your usage of the Service constitutes discrimination, particularly on the grounds of race, religion, gender, sexual orientation, age, disability, ancestry, or national origin, we reserve the right to permanently or temporarily revoke your access to the Service. This action may be taken without prior notice or liability for any reason.5. Use of Licensed Content
5.1 In accordance with this Agreement and contingent upon the full payment of any relevant fees, you are granted a revocable, non-exclusive, non-transferable, royalty-free, global right and license to use the Licensed Content for either personal or professional purposes, as incorporated within a Deliverable. The Licensed Content is licensed for single use only in a Deliverable, except as explicitly stated in the specific license terms of the Licensed Content. You are permitted to broadcast, display, distribute, or reproduce the Deliverable containing the single-use Licensed Content, but solely as a component of that Deliverable. Should you wish to utilize the Licensed Content for a different project, end product, or usage, you are required to obtain an additional license. Under no circumstances may the Licensed Content be used independently. Moreover, except as explicitly authorized by us, you agree to refrain from stockpiling, selling, leasing, sublicensing, distributing, copying, reproducing, republishing, reverse engineering, downloading, data mining, or altering any Licensed Content provided to you.
5.3 Both our licensors and we maintain ownership of the Licensed Content, irrespective of whether it is acquired via our stock services or integrated into your Deliverable. We hold the authority to terminate, revoke, or rescind all licenses granted to you in the event of your non-compliance with any terms of this Agreement. Should such termination occur, your rights to utilize the Licensed Content, including any Licensed Content encompassed within your Deliverable, will cease immediately.6. Use of Deliverables
6.1 All Deliverables created, designed, or produced by WinkOffice in the course of providing the Services will remain the intellectual property of WinkOffice. This includes, but is not limited to, all designs, artwork, concepts, and creative materials developed or provided. WinkOffice retains all copyright, trademarks, and other intellectual property rights in the Deliverables, except Licensed Content.
6.2 Subject to the terms of this Agreement and the receipt of full payment for the Services, WinkOffice grants to you a non-exclusive, non-transferable, revocable, worldwide license to use the Deliverables solely for your personal or internal business purposes. This license permits you to utilize the Deliverables in the form and context agreed upon during the provision of Services, within the limitations outlined herein.
6.3 You shall not use the Deliverables beyond the scope of the license granted under this Agreement. This includes, but is not limited to, a prohibition on reproducing, distributing, selling, leasing, sublicensing, or otherwise exploiting the Deliverables in ways not explicitly authorized by WinkOffice. You may not use the Deliverables for any illegal purpose or in any manner inconsistent with the provisions of this Agreement.
6.4 Where applicable, WinkOffice reserves the right to be credited for the creation of the Deliverables. You agree not to challenge, oppose, or act inconsistently with WinkOffice's moral rights in the Deliverables.
6.5 The license granted to you for the use of Deliverables is contingent upon your compliance with the terms of this Agreement. WinkOffice reserves the right to terminate the license in the event of your breach of this Agreement. Upon termination, you must cease all use of the Deliverables and destroy or return all copies of the Deliverables to WinkOffice.
6.6 You agree to indemnify and hold harmless WinkOffice from any and all claims, liabilities, damages, and expenses arising from your use of the Deliverables, except for such use strictly in accordance with the license granted herein.7. Fees
7.1 Access to our Services is contingent upon the payment of recurring fees. Provision of Services is subject to the complete payment of these fees, including any applicable taxes, in the amounts and with the billing frequency as indicated at the time of registration, or as amended by you subsequently in a forward-looking manner. Fees are payable immediately upon the issuance of an invoice. The absence of an invoice from WinkOffice does not exempt you from your payment obligations as outlined at the time of registration. By registering for the Services, you consent to our charging the specified payment method (e.g., credit card) for the relevant fees and taxes, commencing from the date of registration and following the billing cycle you select (e.g., monthly, annually). We maintain the right to suspend or terminate your account if payments are not made when due. All payments made under this Agreement are non-cancelable and non-refundable.
7.2 We retain the authority to modify our fee structure, providing a minimum of five (5) days' prior notice of such changes. Your continued use of the Services subsequent to such notification constitutes your acceptance of the revised fee schedule. We are not obligated to inform you of temporary promotional offers or temporary reductions in fees.
7.3 You have the option to terminate your subscription at any point, either through your subscription management interface or by reaching out to our support team. Should you opt to cancel prior to the commencement of the next billing cycle, you retain the right to use your account and access your design files until the conclusion of the current paid billing period. Upon the expiration of your subscription, your access to our Services and all associated design files will cease. We do not offer refunds or credits for partial-month service periods, subscription downgrades, or any unused service time.8. Confidential Information
8.1 Within the context of this Agreement, "Confidential Information" shall refer to any information that is not publicly available or is proprietary in nature. This encompasses, but is not limited to, information pertinent to present or prospective business activities, products and services, research endeavors, imagery, developmental processes, design specifics and technicalities, as well as strategic marketing initiatives.
8.2 In the event that you impart your Confidential Information to us during our professional engagement, we commit to maintaining its confidentiality. We shall not disclose any of your Confidential Information to third parties, barring instances where we have received your explicit written authorization or instruction. The use of your Confidential Information shall be strictly confined to the provision of the Services. Access to your Confidential Information will be restricted solely to our employees, officers, directors, contractors, representatives, and agents who are directly involved in the delivery of Services to you. We will be responsible for any violation of this confidentiality obligation by our aforementioned personnel and affiliates.
8.3 During our professional relationship, it may be necessary for us to disclose our Confidential Information to you. You are obligated to maintain the confidentiality of our Confidential Information and refrain from disclosing it to any third party, unless such disclosure is explicitly authorized or directed by us in writing. The use of our Confidential Information should be strictly for purposes allowed under this Agreement. You must restrict access to our Confidential Information exclusively to those of your employees, officers, directors, contractors, representatives, and agents for whom such disclosure is essential. You shall bear full responsibility for any breach of this confidentiality clause by your employees, officers, directors, contractors, representatives, and agents.
8.4 Despite any contrary provisions in this Agreement, the term "Confidential Information" does not include: (a) information that was publicly available at the time of its disclosure or subsequently became publicly available through no violation of this Agreement; (b) information already rightfully in possession of a party prior to its disclosure under this Agreement; (c) information independently developed by a party without contravening any terms of this Agreement; or (d) information lawfully obtained by a party from a third-party source, provided that the acquisition did not involve, directly or indirectly, a breach of this Agreement.
8.5 The obligations pertaining to confidentiality as set forth in this Agreement shall remain in effect for a period of two (2) years subsequent to the termination of this Agreement.9. Publicity
9.1 Unless you notify us in writing of any objections, restrictions, or specific conditions, you consent to our disclosure of your status as a client. This includes the use of your name(s) and logo(s) in: (a) our digital, online, and printed promotional materials, including on our websites; and (b) presentations that are accessible to external audiences, such as to potential or current clients.10. Term and Termination
10.1 This Agreement shall cease and come to an end concurrently with the expiration or termination of your account or subscription to a Service. Notwithstanding the foregoing, it is provided that any provisions of this Agreement which, by their inherent nature, are intended to continue post-termination, shall persist beyond such termination. This includes, but is not limited to, provisions regarding accrued rights to payment, obligations of confidentiality, disclaimers of warranty, and limitations of liability.
10.2 We reserve the right to terminate this Agreement with immediate effect upon providing notice in the event of your default or breach of any terms of this Agreement. Subsequent to the expiration or termination of your account or subscription to a Service, all rights granted under this Agreement concerning that Service will be immediately revoked. Consequently, you will forfeit all access to the relevant Service, including access to your account, Customer Content, and any other associated files. In cases where we terminate the Agreement due to your breach, any licenses granted to you for the use of Deliverables and Licensed Content will also be terminated.11. Disclaimer of Warranties
11.1 THE SITE AND THE SERVICES, INCLUDING BUT NOT LIMITED TO DELIVERABLES AND LICENSED CONTENT, ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. WE DO NOT OFFER ANY REPRESENTATIONS OR WARRANTIES REGARDING OUR SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER RIGHTS, EITHER ORAL OR WRITTEN, REGARDLESS OF WHETHER ESTABLISHED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, OR OTHERWISE.12. Liability Waiver
12.1 WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE USE OR INABILITY TO USE THIS SITE. SUBJECT TO APPLICABLE LAW, OUR AGGREGATE LIABILITY UNDER THESE TERMS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR EXPRESS WARRANTIES, SHALL BE LIMITED TO A MAXIMUM OF FIFTY EUROS (€50.00), IRRESPECTIVE OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, WHETHER IN TORT, CONTRACT, OR OTHERWISE. NOTHING IN THIS PROVISION SHALL LIMIT OR EXCLUDE LIABILITY IN A MANNER NOT PERMISSIBLE UNDER APPLICABLE LAW.13. Indemnification
13.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS AGAINST ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE LEGAL FEES AND COSTS, ARISING DIRECTLY OR INDIRECTLY FROM YOUR CUSTOMER CONTENT OR USE OF THE SERVICES, ANY DELIVERABLES, OR LICENSED CONTENT. THIS INCLUDES CLAIMS INVOLVING VIOLATIONS OF THIRD-PARTY LICENSE AGREEMENTS. YOU AGREE TO PROVIDE THE NECESSARY COOPERATION IN OUR DEFENSE AGAINST SUCH CLAIMS AS WE MAY REQUIRE. WE HAVE THE RIGHT TO UNILATERALLY UNDERTAKE THE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US. YOU ARE PROHIBITED FROM SETTLING ANY SUCH CLAIM WITHOUT OUR EXPRESS PRIOR WRITTEN APPROVAL.14. Links to Third-Party Platforms
14.1 In instances where this Site is accessible via a third-party platform, or where we provide hyperlinks from this Site to any third-party platform, we hereby disclaim any liability for the content or practices of such third parties.15. Disputes Resolution
15.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Netherlands. Legal actions, claims, or proceedings arising from or in connection with this Agreement must be brought before a competent court in Amsterdam, the Netherlands. The parties hereby consent to the exclusive jurisdiction of these courts and affirm that such courts are the appropriate venue for any such legal actions or proceedings.
15.2 THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
16.1 This Agreement, along with the rights and responsibilities conferred by it, is specific to you and may not be assigned or otherwise transferred by you without our explicit prior written consent. Conversely, we reserve the right to freely assign this Agreement at our discretion. This includes, but is not limited to, scenarios involving mergers, acquisitions, bankruptcy proceedings, reorganizations, or the sale of all or a portion of our assets or equity.17. Severability
17.1 Should any provision of this Agreement be deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not impair or affect the validity, legality, and enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect. The invalid, illegal, or unenforceable provision(s) shall be substituted with valid, legal, and enforceable provision(s) that most closely mirror the original intent of the parties with respect to the invalidated provision(s).18. Non-Waiver
18.1 The omission by either party to enforce any right under this Agreement at any time shall not be construed as a waiver of the opportunity to exercise that right in the future. A waiver by either party regarding any specific term or condition of this Agreement, or any single instance of breach, does not constitute a perpetual waiver of such term or condition, nor does it imply a waiver of any subsequent breach of the same or any other term or condition.19. Force Majeure
19.1 In the event that we are prevented from fulfilling any of our obligations under this Agreement due to circumstances beyond our reasonable control, including but not limited to pandemics or widespread infectious disease outbreaks, government shutdowns, natural phenomena such as lightning, floods, or extreme weather conditions, fires, explosions, wars, civil unrest, industrial or labor disputes (irrespective of whether they involve our employees), governmental actions, loss of or issues with telecommunications, utility services, or other third-party services, and cyber attacks (each referred to as a "Force Majeure Event"), we shall not bear any liability for our inability to perform these obligations. However, we commit to resuming the performance of our obligations promptly once the conditions causing the Force Majeure Event are resolved.20. Entire Agreement
20.1 In instances where you have entered into a distinct agreement with us regarding your access to and use of this Site or our Services, the provisions of that specific agreement shall take precedence over any conflicting terms in this Agreement. In situations where no such separate agreement exists, this Agreement embodies the complete and exclusive understanding between the parties relating to its subject matter, superseding all previous communications, representations, and arrangements, whether oral or written.