Terms of service
The Reflector Portal™ is a Business Assessment Tool provided by Win-Won Business Consulting Corp. ("Win-Won", or "we", & "our"), an entity incorporated in Alberta, Canada, for use by authorized Clients (the "Clients"). These terms are a legal agreement between Win-Won and the Client for the Software provided by Win-Won.
Please read all the terms before indicating acceptance. These terms replace any previous license agreement or terms of use. These terms apply to Win-Won's Software, our website, software, services and any updates, upgrades, supplements, new features released by Win-Won, unless other terms accompany those items. If so, those terms apply. By using our Software, or any updates, the Client accepts these terms. If Client does not accept them, Client is not authorized to use the Software. Client is bound by these terms even if it does not read all the terms.
1.0 DEFINITIONS
1.1 "Client" means the person or entity using the Software or any Services;
1.2 "Effective Date" means the date on which the following has occurred: acceptance of these terms by Client and issuance of a login to the Client by Win-Won;
1.3 "Intellectual Property Rights" means all intellectual property rights including patent rights, trademark rights, copyrights and trade secret rights;
1.4 "Services" means any of the services that you may engage us to provide (including from the Software or any training, customization, implementation, configuration, consulting, or on-boarding services) as offered by us from time to time, or listed in a statement of work or invoice from us;
1.5 "Software" means Win-Won's branded online Business Assessment Tool (together with any other online services, updates, upgrades, supplements, new features, training content, and related services which may be provided to Client by Win-Won under these terms from time to time);
1.6 "Term" is defined in Section 9.1 ;
1.7 "Terms" or "Terms of Service" or "this Agreement" means these Terms of Service.
2.0 LICENSE TO USE THE SOFTWARE
2.1 License. The Software is licensed (not sold) to Client. The Client is granted a non-exclusive, non-sublicensable, non-assignable, and non-transferable license, to access and use the Software during the Term, conditional upon payment of any fees, and compliance with these Terms.
Clients only have access to the features and functionality of the Software corresponding to their account. All other uses that are not expressly permitted in these Terms are prohibited, and all associated rights are reserved by Win-Won.
2.2 Client Responsibilities, Representations & Warranties. Client accepts responsibility for its use of the Software. Client is responsible for assessing suitability of the Software for Client's own requirements. The Client is responsible to report to Win-Won any performance limitations, or technical issues, with the Software or Services, usage or results.
Client represents and warrants that Client or the person entering into these Terms is of the age of majority in the state, province, or country of the person's residence, and has the authority to enter into these Terms on behalf of the entity or organization making use of the Software.
3.0 SERVICES
3.1 Additional Services. If you engage us to provide any additional Services, you agree that the terms of Section 9.0 (Term & Termination), Section 8.0 (Limitation of Liability & Disclaimer of Warranty), Section 11.0 (General Terms) apply to those additional Services. Additional Services will not be provided unless an invoice or statement of work is approved in writing by us.
4.0 PROPRIETARY RIGHTS, DATA & PRIVACY.
4.1 Software. Win-Won owns the Software, including all related Intellectual Property Rights. Clients agree not to challenge, contest, or infringe any of these rights.
4.2 Data. The Client confirms that it has all necessary permissions to upload or input the data and information into the Software, and grants to Win-Won a limited right to store and analyze the data and information for the purpose of providing the Software. Win-Won is not a backup or data archive service, and the Client should take steps to backup or maintain copies of its own data and content for its own records.
4.3 Privacy. The Client acknowledges and agrees that the Software is not designed to collect personal information and Client agrees not to input any personal information into the Software, other than business contact information as required for account management, to provide the Services, identify and authenticate the Client's end-users, and to comply with mandatory regulations and applicable law. The Client accepts responsibility to comply with any applicable personal information and privacy laws that may govern its activities.
The terms and conditions of our privacy policy (the "Privacy Policy") are set out in full on our website and are incorporated by reference into these Terms.
4.4 Confidentiality. If the Client submits sensitive confidential proprietary business information as part of the Client's use of the Software or Services, Win-Won will take all reasonable steps to maintain the confidentiality of such information in accordance with industry standards.
4.5 Security. The Client acknowledges and agrees that the Software will utilize, in whole or in part, third-party hosts, public internet and third-party networks to transmit communications. Win-Won cannot guarantee the security of the Client's use of the Software in light of the inherent risks associated with third-party hosts, public internet and third-party networks.
4.6 Data Retention. Win-Won is not responsible for maintaining an archive or backup of any Client data, and we reserve the right to delete or remove data or records that are not required for our reasonable business purposes, in accordance with our data retention policies.
5.0 FEES.
5.1 Fees. The Client is responsible for the payment of fees for the use of the Software and any Services, as invoiced by Win-Won. Win-Won reserves the right to suspend access to the Software or cease provision of Services (if any) in respect of any Client which is (a) in default of payment of the fees due and owing under these Terms, or (b) in breach of any other material term of this Agreement.
6.0 TECH SUPPORT & MAINTENANCE.
6.1 Technical Support. Win-Won does not commit to provide technical support to individual Clients of the Software. Any technical support and maintenance is addressed through the release of periodic updates to the Software. Win-Won may provide support to Clients through on-demand tutorials and training videos. The Software may be unavailable during times of routine maintenance or unscheduled outages that are beyond the control of Win-Won.
6.2 Support Remedy. In the event of a technical issue or service limitation whereby the Client is unable to access or use the Services or Software, the client's remedy is set forth in Section 8.1, as outlined in Win-Won’s "Return and Refund Policy".
7.0 RESTRICTIONS.
7.1 Restrictions. Clients shall not, and shall not authorize any third party to:
(a) make unauthorized copies of the Software, or engage in data scraping, data-mining, or data harvesting with respect to any part of the Software;
(b) use the Software in connection with a computer-based service business for others, or display the visual output of the Software for others;
(c) modify, decompile, disassemble, translate into another computer language, create derivative works, access the source code, hack, decrypt, rename files, or otherwise reverse engineer the Software or any part of it;
(d) incorporate any portion of the Software into any products which will be sold, licensed or transferred to a third party;
(e) distribute, sell, lease, transfer, assign, trade, rent, lease or lend the Software or publish, license, sublicense or cross-license the Software or any part thereof and/or copies thereof to others;
(f) use the Software or any part thereof in violation of any law or regulation, or for any purpose other than as expressly permitted in these Terms of Service;
(g) disclose to a third party the results of any benchmark test of the Software without approval by Win-Won;
(h) permit any person to use or access the Software, other than authorized employees of the Clients who are specifically authorized by Win-Won; or
(i) copy, misuse or duplicate the layout and design of the Software, or the underlying code and database structures.
8.0 LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTY.
8.1 LIMITED WARRANTY. Subject to this Section 8.0, Win-Won provides to the Client a limited warranty that the Software will perform in substantial compliance with the documentation supplied by Win-Won. If the Software does not perform in substantial compliance with the documentation, Client may be eligible for a refund or credit as outlined in Win-Won’s "Return and Refund Policy" under which the assessment may be re-performed at no additional cost, or the cost of the assessment will be refunded, at our option. The limited warranty will not apply in cases where the Software is not used as directed, or for other reasons beyond the control of Win-Won.
8.2 DISCLAIMER OF WARRANTIES. THE SOFTWARE AND SERVICES (IF ANY) ARE PROVIDED TO CLIENTS "AS IS" AND ANY EXERCISE OF RIGHTS WITH RESPECT TO OR THE USE OF ANY PART OF THE SOFTWARE OR SERVICES (IF ANY) BY THE CLIENT IS AT CLIENT'S OWN RISK. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF OUR SITE AND ANY PART OF THE SOFTWARE IS ASSUMED BY THE CLIENT. THE CLIENT AGREES TO IMPLEMENT AND ADOPT REASONABLE MEASURES TO ASSESS, EXAMINE AND CONFIRM RESULTS AND OUTPUT PRIOR TO USE BY THE CLIENT.
ASIDE FROM THE LIMITED WARRANTY IN SECTION 8.1, WIN-WON HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS OF LEGAL COMPLIANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
8.3 ACKNOWLEDGEMENT OF RISK. There are certain risks inherent in the use of the Software, or reliance on the content from the Software, or Services (if any). The quality of the output will depend on the quality of the data input by the Client. The assessment output is provided as an informational tool but is subject to certain qualifications. By using the Software, the Client accepts these risks.
As a Client you are responsible for the accuracy and quality of data that you input. Win-Won is not responsible for the content input by the Client, or for third-party software or hardware, or any third-party Win-Wons. Win-Won makes no representations or warranties with respect to such third-party software or hardware vendors, or third-party Win-Wons. Win-Won disclaims all liability in connection with any third-party software or hardware vendors, or third-party Win-Wons. Win-Won disclaims all liability in connection with failures or limitations in telecommunications services, cellular networks, satellite services or the internet. Win-Won cannot warrant that the Software will be compatible with all mobile devices or with all third-party software or hardware.
8.4 LIMITATION OF LIABILITY & INDEMNITY. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, DAMAGES, OR ECONOMIC LOSS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN CONNECTION WITH THE USE OF THE SOFTWARE OR SERVICES (IF ANY) BY CLIENTS. IN NO EVENT SHALL WIN-WON'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SOFTWARE OR SERVICES (IF ANY) EXCEED THE AMOUNT PAID BY THE CLIENT FOR THE
ASSESSMENT WHICH QUALIFIES UNDER THE LIMITED WARRANTY, OR THE AMOUNT OF FIFTY DOLLARS CANADIAN (CAD$50) IN THE AGGREGATE, WHICHEVER AMOUNT IS LOWER.
The Client hereby indemnifies and holds Win-Won harmless from all third-party loss, cost, expense, damage, or third-party claims against Win-Won, arising from Client's use or misuse of the Software in any way that is not compliant with these Terms.
9.0 TERM & TERMINATION.
9.1 Term. The Agreement will start on the Effective Date and will continue until terminated under these Terms of Service (the "Term").
9.2 Termination by Client. Client may terminate these Terms of Service without cause at any time by ceasing use of the Software. Any amounts owing at the time of termination must be paid in full.
9.3 Termination or Suspension by Win-Won. Win-Won shall have the right at its option to terminate these Terms of Service or suspend the Client's account (a) immediately and without notice if Client is in breach of any material term of these Terms of Service or any other agreement with Win-Won; (b) without cause on 30 days notice to the Client.
9.4 Effect of Termination. Upon termination or expiry of these Terms of Service, Client will cease all use of the Software, or Services (if any). Such termination shall be in addition to and not in lieu of any legal remedies otherwise available to the terminating party.
10.0 VERIFICATION & PRODUCT IMPROVEMENT.
10.1 Anonymization. Win-Won may collect, aggregate and anonymize data such as metadata, usage data, for the purpose of statistical analysis, data analytics, product improvement, benchmarking, and for other business purposes, subject to the following:
(a) All aggregated data will be stripped of identifiers (such as specific users, locations,
corporate or business names or serial numbers) that would identify specifics about individual users;
(b) Aggregated data will not be traceable back to any specific users; and
(c) Win-Won shall have rights hereunder to use or dispose of such anonymized and
aggregated data at its discretion whether during or after the term of this Agreement.
10.2 Verification. Win-Won has the right to monitor usage and verify compliance with these Terms of Service, and Client agrees to provide Win-Won with reasonable usage information as may be reasonably requested from time to time regarding usage for product improvement and other compliance requirements.
10.3 Pilot Testing & Feedback. Client acknowledges and agrees that certain versions of the Software may be released on a beta or trial version for pilot purposes, and for the purposes of evaluation. These versions may contain bugs, defects and errors. In using these versions, the Client may provide Win-Won with comments, suggestions, ideas and impressions of the Software, its functionality or its design, including test results, operating results, information on the use of the Software, and any errors, bugs or
issues, and any other feedback related to the use of the Software (referred to as "Feedback"). Client acknowledges and agrees that, by disclosing such Feedback to Win-Won, it will be deemed to have assigned this Feedback to Win-Won and waived any moral rights in or to same. Win-Won owns all right, title and interest in the Feedback, including all related Intellectual Property Rights.
11.0 GENERAL TERMS.
11.1 Advertising. The Client acknowledges and agrees that certain features or areas of the Software may feature third-party advertising that is considered to be of interest to users, and grants to Win-Won the right to place such advertisements.
11.2 Assignment. This Agreement, and any rights and licenses granted hereunder shall not be assigned by Client without the prior written approval of Win-Won but may be assigned without Client's consent by Win-Won to (i) an affiliate, (ii) an acquirer of all or substantially all of its assets, (iii) a successor by merger or amalgamation. Any purported assignment in violation of this section shall be void.
11.3 Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, without affecting the validity or enforceability of any separate agreement in writing between Client and Win-Won. Except as otherwise agreed in writing, neither party has relied on any representations or warranties that are not made in this Agreement.
11.4 Non-Waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions or of the same provision on another occasion.
11.5 Jurisdiction and Governing Law. This Agreement shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein without reference to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta (Canada).
11.6 Severability. If any of the provisions of this Agreement are held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire agreement but rather the entire agreement shall be construed as if not containing the particular invalid or unenforceable provisions or parts thereof, and the rights and obligations of the parties shall be construed and enforced accordingly, with the invalid or unenforceable provisions or parts modified so as
to be limited and enforced to the fullest extent possible.
11.7 Survival. All terms which require performance by the parties after the expiry or termination of these Terms of Service, will remain in force despite these Terms of Service's expiry or termination for any reason. The following terms shall survive termination: Sections 4.1 (Proprietary Rights), 8 (Limitation of Liability & Disclaimer of Warranty), 9.4 (Effect of Termination).
11.8 Language. It is the express will of the parties that these Terms of Service and all related documents be drawn up in English. Les parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soient rédigés en anglais.
11.9 Changes. On release of any update or upgrade to the Software, Win-Won reserves the right to modify these Terms of Service (acting reasonably) and to impose new or additional terms or conditions on Client's use of the Software. Then-current terms (including any modifications and additional terms and conditions if applicable) will be presented to the Client and will be effective immediately upon Client's acceptance of the terms and continued use of the Software.
11.10 Electronic Acceptance. These Terms of Service may be agreed to by electronic acceptance.
[Version 05/2025]
END OF TERMS