WINDINGFLOW
END-USER LICENSE AGREEMENT
Last Updated: December 31, 2025
This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, "Customer," "you," or "your") and Windingflow ("Company," "we," "us," or "our") governing your use of the Windingflow supply chain management platform and related services (collectively, the "Services").
BY CLICKING "I ACCEPT," ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
1. DEFINITIONS
1.1 Authorized Users
"Authorized Users" means your employees, contractors, and agents who are authorized to use the Services under your subscription.
1.2 Customer Data
"Customer Data" means all data, information, and materials submitted, uploaded, or transmitted by you or your Authorized Users to the Services.
1.3 Documentation
"Documentation" means the user guides, manuals, and technical documentation provided by Windingflow for the Services.
1.4 Modules
"Modules" means the distinct functional components of the Services, including but not limited to Warehouse Management System (WMS), Procurement Management System (PMS), Order Management System (OMS), EDI Gateway, Control Tower, and Returns Management.
1.5 Subscription Term
"Subscription Term" means the period during which you have paid for and are authorized to access the Services.
2. LICENSE GRANT
2.1 Grant of License
Subject to your compliance with this Agreement and payment of applicable fees, Windingflow grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Subscription Term solely for your internal business purposes.
2.2 Authorized Users
You may permit Authorized Users to access the Services up to the number of user licenses purchased. You are responsible for all activities conducted under your account and the compliance of all Authorized Users with this Agreement.
2.3 Module Access
Your access to specific Modules is determined by your subscription plan. Additional Modules may be added subject to payment of applicable fees.
3. RESTRICTIONS
You agree NOT to:
3.1 Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;
3.2 Copy, modify, adapt, translate, or create derivative works based on the Services;
3.3 Rent, lease, loan, resell, sublicense, distribute, or otherwise transfer rights to the Services;
3.4 Remove, alter, or obscure any proprietary notices on the Services;
3.5 Use the Services to develop a competing product or service;
3.6 Access the Services to build a similar or competitive product using similar ideas, features, functions, or graphics;
3.7 Use the Services for any illegal, fraudulent, or unauthorized purpose;
3.8 Interfere with or disrupt the integrity or performance of the Services;
3.9 Attempt to gain unauthorized access to the Services or related systems;
3.10 Upload or transmit any malicious code, viruses, or harmful content;
3.11 Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks;
3.12 Exceed the usage limitations of your subscription plan without upgrading.
4. USER RESPONSIBILITIES
4.1 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You must notify us immediately of any unauthorized use.
4.2 Accurate Information
You agree to provide accurate, current, and complete information during registration and to update such information to maintain its accuracy.
4.3 Compliance
You agree to use the Services in compliance with all applicable laws, regulations, and third-party agreements.
4.4 Customer Data
You are solely responsible for the accuracy, quality, integrity, legality, and reliability of Customer Data. You warrant that you have all necessary rights to provide Customer Data to the Services.
5. DATA AND PRIVACY
5.1 Data Processing
We will process Customer Data in accordance with our Privacy Policy and applicable data protection laws. You grant us the right to process Customer Data solely to provide the Services.
5.2 Data Ownership
You retain all ownership rights to Customer Data. We do not claim ownership of Customer Data.
5.3 Data Security
We implement reasonable administrative, physical, and technical safeguards designed to protect Customer Data. However, no security system is impenetrable, and we cannot guarantee absolute security.
5.4 Data Backup
While we perform regular backups, you are responsible for maintaining your own backup copies of Customer Data.
5.5 Data Retention
Upon termination, we will retain Customer Data for the period specified in your subscription plan's data retention settings. You may request data export during this period.
5.6 Third-Party Integrations
If you integrate third-party services (ERP systems, logistics providers, e-commerce platforms, etc.), your use of such services is subject to their respective terms and privacy policies.
6. INTELLECTUAL PROPERTY
6.1 Windingflow Property
The Services, including all software, algorithms, designs, graphics, Documentation, and related intellectual property, are owned by Windingflow and protected by copyright, trademark, patent, and other intellectual property laws.
6.2 Feedback
If you provide suggestions, ideas, or feedback regarding the Services, we may use such feedback without obligation or compensation to you.
6.3 Trademarks
"Windingflow" and associated logos are trademarks of Windingflow. You may not use our trademarks without prior written consent.
7. FEES AND PAYMENT
7.1 Subscription Fees
You agree to pay all fees associated with your subscription plan as specified in your order. Fees are based on the Modules subscribed, user licenses, transaction volumes, and other usage metrics as detailed in your order confirmation.
7.2 Pricing Structure
Pricing is determined by various factors including:
- Base platform fees (monthly or annual)
- User licenses (Mobile Scanner Users, Basic Users, Power Users, Admin Users)
- Add-on modules (Serial Number Tracking, Cycle Count, Packing, etc.)
- Transaction-based fees (where applicable)
- Integration fees (warehouse integrations, EDI, ERP, 3PL)
- Support tier selection
- Custom development (billed on an hourly basis)
7.3 Payment Terms
Fees are payable in advance via credit card, ACH, or wire transfer as specified in your order. Annual subscriptions may receive a discount as outlined in your order confirmation.
7.4 Taxes
All fees are exclusive of applicable taxes, which you are responsible for paying.
7.5 Late Payment
Late payments may incur interest charges as permitted by law. We may suspend Services for non-payment after appropriate notice.
7.6 Price Changes
We may change pricing with advance notice as specified in your subscription agreement. Price changes apply at your next renewal unless otherwise specified.
7.7 No Refunds
Fees are non-refundable except as expressly stated in this Agreement or required by law.
8. SUBSCRIPTION TERM AND RENEWAL
8.1 Initial Term
Your initial Subscription Term begins on the date specified in your order and continues for the period purchased (monthly or annual).
8.2 Auto-Renewal
Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the renewal date.
8.3 Minimum Commitment
Certain subscription plans may require a minimum commitment period as specified in your order.
9. SERVICE AVAILABILITY AND SUPPORT
9.1 Uptime
We strive to maintain high uptime standards but do not guarantee uninterrupted access. Scheduled maintenance will be performed during off-peak hours when possible.
9.2 Support Tiers
Support is provided according to your selected tier as specified in your subscription:
- Standard: Standard response time (included)
- Premium: Priority response time (additional fee)
- Enterprise: Expedited response time (custom pricing)
9.3 Support Channels
Support is available via email, phone (for Premium and Enterprise tiers), and the support portal.
9.4 Excluded Services
Support does not include custom development, extensive customization, training beyond initial onboarding, or issues caused by unauthorized modifications.
10. MODIFICATIONS TO SERVICES
10.1 Updates
We may update, modify, or discontinue features of the Services at our discretion. We will provide reasonable notice for material changes that negatively impact functionality.
10.2 Beta Features
We may offer beta or experimental features. These are provided "as-is" without warranties and may be modified or discontinued without notice.
11. TERMINATION
11.1 Termination by Customer
You may terminate this Agreement by providing written notice as required by your subscription terms, effective at the end of your current Subscription Term. Early termination does not entitle you to refunds.
11.2 Termination by Windingflow
We may terminate this Agreement immediately if you:
- Breach any material term of this Agreement
- Fail to pay fees when due (after appropriate notice)
- Engage in fraudulent or illegal activities
- Pose a security risk to the Services
11.3 Effect of Termination
Upon termination:
- Your access to the Services immediately ceases
- You must cease all use of the Services
- You may export Customer Data within the timeframe specified in your subscription (subject to data retention settings)
- We may delete Customer Data after the retention period
- Payment obligations for the current term survive termination
11.4 Survival
Sections relating to confidentiality, intellectual property, warranties, limitations of liability, and indemnification survive termination.
12. WARRANTIES AND DISCLAIMERS
12.1 Limited Warranty
We warrant that the Services will perform substantially in accordance with the Documentation under normal use during the Subscription Term.
12.2 Warranty Remedy
Your exclusive remedy for breach of warranty is for us to use commercially reasonable efforts to correct the non-conformity or, if we cannot, you may terminate and receive a pro-rated refund for the unused portion of prepaid fees.
12.3 DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. YOU USE THE SERVICES AT YOUR OWN RISK.
13. LIMITATION OF LIABILITY
13.1 Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WINDINGFLOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap
OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO WINDINGFLOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13.3 Exceptions
These limitations do not apply to: (a) our gross negligence or willful misconduct, (b) violations of intellectual property rights, (c) obligations under indemnification provisions, or (d) liability that cannot be excluded by law.
13.4 Essential Purpose
The parties acknowledge that these limitations are essential elements of the bargain and that Windingflow would not provide the Services without these limitations.
14. INDEMNIFICATION
14.1 By Customer
You agree to indemnify, defend, and hold harmless Windingflow, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from:
- Your breach of this Agreement
- Your violation of applicable laws or third-party rights
- Customer Data or your use of the Services
- Unauthorized access to your account due to your failure to maintain security
14.2 By Windingflow
We will indemnify you from third-party claims that the Services infringe valid intellectual property rights, provided you:
- Promptly notify us of the claim
- Grant us sole control of the defense and settlement
- Cooperate with our defense efforts
14.3 Remedy
If the Services are found to infringe, we may: (a) obtain rights for continued use, (b) modify the Services to be non-infringing, or (c) terminate your subscription and refund prepaid fees for unused service.
15. CONFIDENTIALITY
15.1 Confidential Information
Each party may receive confidential information from the other. Confidential Information includes business plans, technical data, pricing, customer lists, and other non-public information marked as confidential or reasonably understood to be confidential.
15.2 Obligations
The receiving party agrees to: (a) maintain confidentiality, (b) use Confidential Information only for purposes of this Agreement, and (c) limit disclosure to employees and contractors with a need to know.
15.3 Exceptions
Obligations do not apply to information that: (a) is or becomes publicly available, (b) is independently developed, (c) is lawfully received from a third party, or (d) must be disclosed by law.
16. MODIFICATIONS TO AGREEMENT
We may modify this Agreement by providing advance notice via email or posting on our website. Your continued use after the effective date constitutes acceptance. If you do not agree, you may terminate as provided in Section 11.
17. GOVERNING LAW AND DISPUTE RESOLUTION
17.1 Governing Law
This Agreement is governed by the laws of the State of California, without regard to conflict of law principles.
17.2 Arbitration
Any dispute arising from this Agreement shall be resolved through binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association in San Jose, California. Each party shall bear its own costs.
17.3 Exceptions
Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access.
17.4 Class Action Waiver
You agree that disputes must be brought on an individual basis and not as a class, consolidated, or representative action.
18. EXPORT COMPLIANCE
You agree to comply with all applicable export control laws and regulations. You represent that you are not located in, nor will you export the Services to, any country subject to U.S. embargo or on any U.S. government list of prohibited parties.
19. FORCE MAJEURE
Neither party shall be liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet/utility failures.
20. GENERAL PROVISIONS
20.1 Entire Agreement
This Agreement, including incorporated policies and order forms, constitutes the entire agreement and supersedes all prior agreements regarding the subject matter.
20.2 Assignment
You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of assets.
20.3 Severability
If any provision is found unenforceable, the remaining provisions remain in full effect.
20.4 Waiver
Failure to enforce any provision does not constitute a waiver of future enforcement.
20.5 Notices
Notices must be in writing and sent to the addresses specified in your account or our website. Email notices are effective upon sending.
20.6 Independent Contractors
The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.
20.7 Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement.
20.8 Government Use
If you are a U.S. government entity, the Services are "Commercial Items" as defined in FAR 2.101, provided with only those rights granted to all other customers.
21. CONTACT INFORMATION
For questions about this Agreement, please contact:
Windingflow
Email: cgao@windingflow.com
Website: https://windingflow.com/contact
22. ACKNOWLEDGMENT
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
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END OF AGREEMENT
