These Client Terms of Service (“Client Terms of Service”) govern End Client’s (as defined herein) use of, or interaction with, the software, sites, applications, products, services, or other offerings (“Services”) provided by WinFactor, LLC, a Florida limited liability company (“WinFactor”). As used herein, “End Client” means any company, trucking carrier, independent trucker, independent contractor, or other person that does business with a customer of WinFactor (a “Factor” or “Customer”) and uses WinFactor’s client portal or other Service in connection therewith.

The Privacy Policy and the Dispute Resolution Addendum are, in each case, mutatis mutandis, incorporated into these End Client Terms of Service by reference.  By establishing a WinFactor account, or by otherwise using any Services, End Client consents and agrees to comply with these End Client Terms of Service. When End Client agrees to these End Client Terms of Service, End Client does so on behalf of End Client and any person that End Client expressly or implicitly entitles or authorizes to use the Services (“Authorized Users”). End Client is solely responsible for obtaining any consents and authorizations from its Authorized Users needed to accept these End Client Terms of Services.

1. Use of the Services. The Services are provided for the purpose of allowing End Client and Authorized Users to view and interact with certain information related to End Client’s business with Factors. The Services may provide End Clients and Authorized Users with the ability to view funds made available to them by Factors, choose how to accept such funds, submit invoices and documentation, and review data concerning the creditworthiness of End Client’s end customers. End Client and Authorized Users agree to use the Services solely for these purposes and in accordance with these End Client Terms of Service.  Without limiting the foregoing, End Client and Authorized Users agree that they shall not use the Services (a) for any reason aside for which it was designed or from its intended purpose, (b) in any manner which infringes copyright or intellectual property rights of third parties, or (c) in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of the terms of these End Client Terms of Service.  End Client acknowledges and agrees that the Services, including its structure, organization, and source code, constitutes valuable trade secrets and confidential information of WinFactor. Accordingly, End Client, on behalf of itself and its Authorized Users, agrees that each of them shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, the underlying logic, or underlying algorithms of the Services.  End Client further agrees that it and its Authorized Users will not modify, adapt, translate, or create derivative works based on the Services, nor shall End Client or any Authorized User remove or alter any copyright, trademark, or other proprietary notices contained in or on the Services. Customer and its Authorized Users shall not: (a) extract, scrape, mine, or collect data from the WinFactor™ Software through automated means including bots, crawlers, or similar tools; (b) share, distribute, or make available any data obtained from the WinFactor™ Software to third parties without WinFactor’s prior written consent; (c) use data from the WinFactor™ Software for purposes other than Customer’s internal business operations as expressly permitted under this Agreement; or (d) circumvent any security measures or access controls. WinFactor reserves the right to monitor Customer’s and Authorized Users’ activities within the WinFactor™ Software using automated tools, analytics, and other technical measures to detect unauthorized access or data extraction and may immediately suspend or terminate access upon detection of prohibited activities.

2. License. Subject to End Client’s ongoing compliance with these End Client Terms of Service, End Client is granted a non-exclusive, non-transferable, limited, and fully revocable license to access and use the Services made available to it. Except for the foregoing license, End Client acknowledges and agrees that WinFactor shall retain all ownership, license, intellectual property and other rights and interests in and to the Services. End Client shall not use the name of WinFactor for any commercial purpose or in any advertising, promotions or public statement without the prior written consent of WinFactor. WinFactor expressly reserves all rights not granted hereunder.

3. Support. End Client shall submit all technical assistance requests to the Factor for resolution. WinFactor expressly disclaims any representation or warranty to the End Client that the Services will be available on an uninterrupted basis, without technical error from time to time.

4. Data. As used herein, “Data” means any of the following information concerning End Client, its Authorized Users, or End Client’s customers or partners which End Client uploads or imports into the Services: personally identifiable information (PII), financial information, text, data, communications, or material, such as audio files, video files, electronic documents, or images.  WinFactor reserves the right, but does not have the obligation, to remove Data or restrict access to Data if it is found or reasonably believed by WinFactor to be in violation of these End Client Terms of Service or the Credit Alliance^TM Community Rules, or are otherwise false, erroneous, harmful, inappropriate, or in violation of the law. WinFactor does not review all Data, and as such, does not warrant, endorse, or take any responsibility whatsoever with respect to the Data.  All Data shall remain the exclusive property of the End Client or the Factor, as the case may be. Notwithstanding the foregoing, End Client hereby grants WinFactor a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, translate, distribute, and display the Data solely to the extent necessary to fulfill its obligations under this Agreement. With respect to WinFactor’s Credit Alliance^TM feature, by uploading any information into the Credit Alliance^TM feature, End Client grants WinFactor a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, modify, adapt, translate, distribute, and display (except for PII or information which WinFactor deems sensitive or otherwise confidential) such information in for WinFactor’s production of derivative products, including but not limited to reports, memoranda, data compilations, and other products (“Derivative Products”). WinFactor shall exclusively own all right, title and interest to the Derivative Products and shall be free to sell, transfer, assign such Derivative Products as it desires. End Client shall have no ownership rights or interest in the Derivative Products.

5. Credit Alliance^TM. WinFactor’s Credit Alliance^TM is an optional feature of the Services that End Client may access and use. By using Credit Alliance^TM, End Client, on behalf of itself and its Authorized Users, agrees to abide by the Credit Alliance^TM Community Rules at all times.  Credit Alliance^TM is a community sharing platform, hosted by WinFactor, which allows customers and authorized users to collaborate and share data, comments, and other information, such as rate sheets (collectively, “Credit Alliance^TM Content”), amongst each other.  WinFactor may also supply data and information into Credit Alliance^TM which it deems beneficial for its customers generally.  Credit Alliance^TM Content does not necessarily reflect the opinion of WinFactor and WinFactor does not necessarily endorse any Credit Alliance^TM  WinFactor does not make, and it hereby expressly disclaims, all representations or warranties regarding Credit Alliance^TM Content, including the accuracy thereof.  WinFactor is not responsible for Credit Alliance^TM Content in any regard.  While WinFactor has no obligation to do so, it reserves the right to remove, screen, or reinstate Credit Alliance^TMContent at its sole discretion for any reason or no reason, and without notice to End Client.  Once uploaded, Credit Alliance^TM Content may not always be withdrawn or deleted. End Client assumes all risks associated with Credit Alliance^TM Content it or its Authorized Users makes available, including any other customer’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information End Client or its Authorized Users discloses. End Client represents that it or its Authorized Users owns or has the necessary permissions to use and authorize the use of Credit Alliance^TM Content it or its Authorized Users makes available. End Client and its Authorized Users shall not imply or state that Credit Alliance^TM Content it or its Authorized Users makes available is in any way sponsored or endorsed by WinFactor.  End Client acknowledges that it may expose itself to liability if, for example, Credit Alliance^TMContent it or its Authorized Users makes available contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms of Service.

6. Account Security. End Client and Authorized Users are responsible for maintaining the security and confidentiality of their login credentials, including username and password. End Client shall notify WinFactor immediately if it or any of its Authorized Users suspect any unauthorized access to account(s). WinFactor shall not be liable for any loss or damage arising from unauthorized access to any account.

7. WinFactorPay^TM Program. Subject to End Client’s ongoing compliance with these End Client Terms of Service, End Client may participate in the WinFactorPay^TM   Under the WinFactorPay^TM program, End Clients may receive funds from Factors via prepaid, reloadable cards, in the form of physical cards or virtual cards available by mobile device.  WinFactorPay^TM is provided on an “as is” and “as available” basis.  Anything herein to the contrary notwithstanding, WinFactor shall have the right, in its sole discretion and without liability to it, to discontinue WinFactorPay^TM.  By choosing to participate in WinFactorPay^TM, End Client, on behalf of itself and its Users (a) represents and warrants to WinFactor that it has read, agreed to, and at all times will abide by (i) the terms of service of Onbe, Inc., a Delaware corporation (“Partner”), which shall have been provided to End Client by the Factor; and, prior to the use of a WinFactorPay Card, that End Client or Authorized Users have read, agreed to, and at all times will abide by (ii) the terms of the Cardholder Agreement, which was furnished to End Client at the time of receipt of a Card, and (b) to the greatest extent permitted under applicable law, will indemnify and hold WinFactor harmless from any and all liability sustained by WinFactor arising out of End Client’s use of WinFactorPay^TM or violation of the Partner’s terms of service or the Cardholder Agreement.

8. Taxes. Anything to the contrary notwithstanding, End Client is solely responsible for any and all taxes associated with, arising from, or connected to (a) the use of the Services, (b) End Client’s participation in the the WinFactorPay^TM program, and (c) the use of prepaid cards. WinFactor does not withhold or remit taxes on End Client’s behalf.

9. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WINFACTOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WINFACTOR FURTHER DISCLAIMS ANY WARRANTY THAT (A) THE SERVICES WILL MEET END CLIENT’S REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; AND (C) THE QUALITY OF THE SERVICES WILL MEET END CLIENT’S EXPECTATIONS.

10. EXCLUSION OF REMEDIES; LIMITATION OF LIABILITY. WINFACTOR SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, EVEN IF WINFACTOR HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, (A) ANY DAMAGES FOR LOST PROFITS, OR (B) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA. WINFACTOR’S TOTAL LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500).

11. Indemnification. End Client shall indemnify and hold WinFactor and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claims, demands, losses, or damages, including reasonable attorneys’ fees, arising out of, or related to: (a) End Client’s or its Authorized User’s use of the Services; (b) End Client’s or its Authorized User’s interactions with any other users (regardless of whether such interaction was in violation of the Credit Alliance^TM Community Rules); (c) End Client’s or its Authorized User’s violation of the terms of these End Client Terms of Service, (d) End Client’s or its Authorized User’s infringement of the rights of any third party, and (e) End Client’s or its Authorized User’s negligence, gross negligence, or willful misconduct.

12. Governing Law; Venue. This Agreement is made in and shall be, at least partially, performed in the State of Florida. Subject to the terms of the Dispute Resolution Addendum, the parties hereto consent and agree to personal jurisdiction in the State of Florida for any action arising from, under or out of this Agreement. Subject to the terms of the Dispute Resolution Addendum, the parties agree that all such actions shall be brought and maintained in Orange County, Florida. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Florida, without regard to choice of law principles.

13. Changes. WinFactor may make changes to these End Client Terms of Service, the Privacy Policy, the Dispute Resolution Addendum, and the Credit Alliance^TM Community Rules from time to time without notice. Unless otherwise noted, the amended provisions will be effective immediately, and End Client’s continued use of the Service confirm End Client’s acceptance of the changes.

14. Entire Agreement. These End Client Terms of Service constitute the entire agreement between End Client and WinFactor regarding the use of the Services and supersede any prior agreements, understandings, or representations, whether written or oral.

15. Headings. The headings are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer.

16. Waiver. No waiver of any provision of these End Client Terms of Service shall be effective unless made in writing and signed by the waiving party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of these End Client Terms of Service.

BY USING THIS SERVICES, END CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE END CLIENT TERMS OF SERVICE.