WINNGOO LIVECHAT GLOBAL TERMS AND CONDITIONS
INTRODUCTION:
1. DEFINITIONS, CONSTRUCTION, AND INTERPRETATIVE PRINCIPLES
1.1 Defined Terms.
For the purposes of these Terms and Conditions (“Terms”, “Agreement”), the following expressions shall have the meanings assigned to them below, unless the context expressly requires otherwise. Definitions shall apply equally to singular and plural forms, and words importing one gender shall include all genders.
1.2 “Account” shall mean the registered administrative profile created by or on behalf of a Customer for the purpose of accessing, configuring, managing, and using the Winngoo LiveChat Platform, including all sub-accounts, agent logins, permissions, credentials, and access rights associated therewith.
1.3 “Administrator” shall mean any natural person authorized by the Customer to exercise administrative control over the Platform, including but not limited to managing Agents, configuring integrations, accessing reports, exporting data, and making binding decisions on behalf of the Customer.
1.4 “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Winngoo, where “control” means the ownership of more than fifty percent (50%) of voting interests or the power to direct management and policies.
1.5 “Applicable Law” shall mean all international treaties, conventions, statutes, regulations, directives, ordinances, rules, codes of practice, regulatory guidance, judicial decisions, and governmental requirements applicable to the Parties, including but not limited to data protection, consumer protection, electronic communications, cybersecurity, and export control laws.
1.6 “Content” shall include all chat messages, communications, files, text, audio, video, metadata, system logs, analytics data, transcripts, timestamps, and any other information transmitted, processed, generated, or stored through the Platform.
1.7 “Customer” shall mean any individual, business entity, partnership, corporation, organization, or other legal person that subscribes to, embeds, integrates, or otherwise uses the Service for commercial, organizational, or professional purposes.
1.8 “End User” shall mean any visitor, consumer, or third party who interacts with a live chat interface, widget, chatbot, or messaging feature enabled by the Platform, regardless of whether such person maintains an Account.
1.9 “Personal Data” shall have the meaning assigned under Applicable Law and shall include any information relating to an identified or identifiable natural person, whether collected directly or indirectly.
1.10 Construction Rules.
Headings are for convenience only and shall not affect interpretation. References to “including” shall mean “including without limitation”. Any ambiguity shall not be construed against the drafting party.
2. LEGAL NATURE OF AGREEMENT AND BINDING EFFECT
2.1 Legally Binding Contract.
These Terms constitute a legally valid and binding contract between the User and Winngoo Boost Media, enforceable under Applicable Law, governing all access to and use of the Winngoo LiveChat Platform worldwide.
2.2 Electronic Acceptance.
Acceptance of these Terms may occur electronically, including but not limited to clicking “Accept”, creating an Account, embedding the chat widget, or continued use of the Platform, each of which shall constitute valid legal consent equivalent to a handwritten signature.
2.3 Rejection of Conflicting Terms.
Any terms proposed by the User, whether in purchase orders, emails, or other communications, which conflict with or supplement these Terms, are hereby expressly rejected unless expressly agreed in writing by Winngoo.
3. ELIGIBILITY, LEGAL CAPACITY, AND AUTHORITY
3.1 The User represents and warrants that they have attained the age of majority in their jurisdiction and possess full legal capacity to enter into this Agreement.
3.2 Where access is obtained on behalf of a legal entity, the individual accepting these Terms represents that they are duly authorized to bind such entity, and such entity shall be fully liable for all acts and omissions of its Users, Administrators, and Agents.
3.3 Any use of the Platform by minors is strictly prohibited unless expressly permitted by Applicable Law and supervised by a legally responsible adult.
4. DESCRIPTION OF SERVICES AND PLATFORM SCOPE
4.1 The Platform provides real-time digital communication infrastructure enabling Customers to engage with End Users via live chat, messaging systems, automated responses, and related analytics tools.
4.2 Winngoo does not act as a telecommunications provider, data broker, payment intermediary, or content publisher. All communications occur solely at the direction and responsibility of the Customer.
4.3 Winngoo reserves the unrestricted right to modify technical architecture, features, interfaces, storage limits, and operational components without liability, provided such changes do not materially eliminate core functionality.
5. ACCOUNT CREATION, ACCESS CONTROL, AND SECURITY OBLIGATIONS
5.1 The Customer shall ensure that all registration information is accurate, complete, and kept current at all times.
5.2 The Customer is solely responsible for implementing appropriate internal access controls, including credential management, role assignments, and termination of access upon employee or agent departure.
5.3 Any activity occurring through an Account shall be deemed authorized by the Customer, whether or not such activity was actually authorized, except where caused solely by Winngoo’s gross negligence.
USE OF PLATFORM, USER CONDUCT, CONTENT, AND INTELLECTUAL PROPERTY
6. USER OBLIGATIONS, PLATFORM USE, AND COMPLIANCE DUTIES
6.1 General Obligation of Lawful Use.
The Customer and all Users shall access and use the Platform strictly in accordance with these Terms and all Applicable Laws. The Platform shall not be used for any unlawful, prohibited, deceptive, misleading, or unethical purpose, nor in any manner that could expose Winngoo to legal, regulatory, or reputational risk.
6.2 Responsibility for End User Interactions.
All communications conducted through the Platform are initiated, controlled, and directed exclusively by the Customer. Winngoo does not supervise, moderate, or validate the substance of communications between Customers and End Users and assumes no responsibility for their legality, accuracy, or appropriateness.
6.3 Prohibited Uses.
Without limitation, the User shall not, directly or indirectly, use the Platform to:
(a) transmit content that is unlawful, defamatory, obscene, abusive, discriminatory, harassing, threatening, or otherwise objectionable;
(b) impersonate any person or entity or misrepresent affiliation;
(c) transmit unsolicited commercial messages or spam in violation of Applicable Law;
(d) introduce viruses, malware, ransomware, or any code designed to disrupt, damage, or interfere with systems;
(e) attempt to gain unauthorized access to the Platform, other accounts, or underlying infrastructure;
(f) engage in data scraping, harvesting, or systematic extraction of data without authorization.
6.4 Regulatory and Industry Compliance.
The Customer acknowledges that certain industries (including finance, healthcare, education, and telecommunications) are subject to heightened regulatory obligations. The Customer bears sole responsibility for ensuring compliance with all sector-specific laws applicable to their use of the Platform.
7. CONTENT, COMMUNICATIONS, AND DATA RESPONSIBILITY
7.1 Ownership of User Content.
As between the Parties, all Content transmitted or generated through the Platform by or on behalf of the Customer remains the property and responsibility of the Customer. Winngoo does not claim ownership over User Content.
7.2 License Granted to Winngoo.
The Customer grants Winngoo a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, process, transmit, analyse, reproduce, and display User Content solely for the purpose of operating, securing, maintaining, supporting, and improving the Platform.
7.3 Content Legality and Consent.
The Customer represents and warrants that it has obtained all necessary rights, permissions, and consents required to collect, process, and transmit User Content and Personal Data through the Platform, including consent from End Users where required by Applicable Law.
7.4 No Editorial Control.
Winngoo does not pre-screen or actively monitor User Content and shall not be deemed a publisher or editor of such content. However, Winngoo reserves the right to remove or restrict access to content where required by law or where reasonably necessary to protect the Platform or third parties.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Platform Ownership.
All intellectual property rights in and to the Platform, including but not limited to software code, system architecture, user interfaces, workflows, algorithms, trademarks, trade secrets, documentation, and derivative works, are and shall remain the exclusive property of Winngoo or its licensors.
8.2 No Transfer of Rights.
Except as expressly stated in these Terms, nothing shall be construed as transferring or assigning any intellectual property rights to the Customer or any User.
8.3 Feedback License.
Any feedback, suggestions, or ideas submitted by the User may be freely used by Winngoo without restriction or compensation, and the User hereby grants Winngoo a perpetual, irrevocable license to use such feedback.
9. THIRD-PARTY SERVICES, INTEGRATIONS, AND LINKS
9.1 The Platform may interoperate with or link to third-party services, software, APIs, or platforms that are not controlled by Winngoo.
9.2 Winngoo does not warrant or endorse third-party services and shall not be liable for their availability, performance, data practices, or content.
9.3 Use of third-party services is subject solely to the terms and policies of the relevant third party, and the Customer bears all associated risk.
10. SERVICE AVAILABILITY AND OPERATIONAL DISCLAIMERS
10.1 The Platform is provided on a commercially reasonable basis. Winngoo does not guarantee continuous availability, error-free operation, or uninterrupted access.
10.2 Temporary interruptions may occur due to maintenance, upgrades, network failures, security incidents, or circumstances beyond Winngoo’s control.
10.3 Winngoo shall not be liable for any losses arising from service interruptions or downtime.
DATA PROTECTION, PRIVACY, SECURITY, AND INTERNATIONAL TRANSFERS
11. DATA PROTECTION FRAMEWORK AND ALLOCATION OF RESPONSIBILITY
11.1 General Data Protection Commitment.
Winngoo acknowledges the fundamental importance of data protection and privacy and commits to processing Personal Data in accordance with Applicable Law, including but not limited to the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the UK GDPR, the Data Protection Act 2018, the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the Brazilian General Data Protection Law (“LGPD”), and other analogous international data protection regimes, where applicable.
11.2 Role of the Parties.
For the purposes of Applicable Data Protection Laws:
(a) the Customer shall act as the Data Controller (or equivalent concept) in respect of Personal Data of End Users processed through the Platform; and
(b) Winngoo shall act as a Data Processor (or equivalent concept), processing such Personal Data solely on documented instructions from the Customer and in accordance with these Terms.
11.3 Customer Responsibility for Lawful Basis.
The Customer bears sole responsibility for establishing and documenting a valid lawful basis for the collection and processing of Personal Data, including but not limited to consent, contractual necessity, legal obligation, or legitimate interest, as required under Applicable Law.
11.4 Transparency Obligations.
The Customer shall ensure that End Users are provided with clear, accurate, and legally compliant privacy notices disclosing the use of live chat technologies, the categories of data collected, processing purposes, retention periods, and data subject rights.
12. INSTRUCTIONS, LIMITATION OF PURPOSE, AND PROCESSING SCOPE
12.1 Winngoo shall process Personal Data strictly in accordance with the Customer’s documented instructions, as reflected in the configuration and use of the Platform, unless otherwise required by Applicable Law.
12.2 Winngoo shall not process Personal Data for its own independent purposes and shall not sell, rent, or commercially exploit Personal Data.
12.3 The scope, nature, and purpose of processing includes hosting chat communications, enabling message transmission, providing analytics, maintaining system security, performing troubleshooting, and delivering customer support.
13. DATA SUBJECT RIGHTS AND COOPERATION
13.1 Winngoo shall implement reasonable technical and organizational measures to assist the Customer in responding to requests from data subjects exercising their rights under Applicable Law, including rights of access, rectification, erasure, restriction, portability, and objection.
13.2 Where Winngoo receives a data subject request directly, Winngoo shall, to the extent legally permitted, promptly notify the Customer and shall not respond to such request without the Customer’s prior authorization, except where legally required.
13.3 The Customer remains solely responsible for responding to data subject requests within statutory timeframes.
14. DATA SECURITY MEASURES
14.1 Security Program.
Winngoo shall maintain a comprehensive information security program designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
14.2 Technical Measures.
Such measures may include, without limitation, access controls, encryption in transit and at rest (where commercially reasonable), network security monitoring, authentication mechanisms, and regular vulnerability assessments.
14.3 Organizational Measures.
Winngoo shall ensure that personnel authorized to process Personal Data are subject to confidentiality obligations and receive appropriate data protection training.
14.4 No Absolute Security Guarantee.
The Customer acknowledges that no system can be entirely secure, and Winngoo does not guarantee absolute security of data.
15. PERSONAL DATA BREACH MANAGEMENT
15.1 Incident Detection and Response.
Winngoo shall maintain procedures for detecting, responding to, and mitigating Personal Data breaches.
15.2 Notification Obligations.
Where a Personal Data breach is likely to result in a risk to the rights and freedoms of natural persons, Winngoo shall notify the Customer without undue delay after becoming aware of the breach, providing available information reasonably required for regulatory notification.
15.3 Customer Responsibility.
The Customer remains responsible for assessing breach notification obligations to regulators and affected individuals, unless otherwise required by Applicable Law.
16. DATA RETENTION AND DELETION
16.1 Winngoo shall retain Personal Data only for as long as necessary to fulfill the purposes of processing, comply with legal obligations, resolve disputes, and enforce agreements.
16.2 Upon termination of the Service or upon written request by the Customer, Winngoo shall delete or return Personal Data within a commercially reasonable timeframe, unless retention is required by Applicable Law.
17. INTERNATIONAL DATA TRANSFERS
17.1 The Customer acknowledges that the Platform operates on a global infrastructure and that Personal Data may be transferred to and processed in countries outside the data subject’s jurisdiction.
17.2 Where required by Applicable Law, such transfers shall be governed by appropriate safeguards, including Standard Contractual Clauses approved by relevant authorities or equivalent mechanisms.
17.3 By using the Platform, the Customer expressly authorizes such international transfers, subject to the safeguards described herein.
18. SUB-PROCESSORS
18.1 Winngoo may engage third-party sub-processors to assist in providing the Service, including hosting providers, infrastructure vendors, and support services.
18.2 Winngoo shall impose data protection obligations on sub-processors that are no less protective than those set forth in these Terms.
18.3 A current list of sub-processors may be made available upon reasonable request.
CONFIDENTIALITY, REGULATORY COMPLIANCE, EXPORT CONTROLS, AND FINANCIAL TERMS
19 CONFIDENTIALITY AND PROPRIETARY INFORMATION
19.1 Definition of Confidential Information.
For the purposes of this Agreement, “Confidential Information” shall mean any non-public, proprietary, confidential, or sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, in writing, electronically, or by any other means, including but not limited to business plans, technical data, software architecture, system configurations, pricing, customer lists, security procedures, Personal Data, and trade secrets.
19.2 Obligations of Confidentiality.
The Receiving Party shall (a) use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement; (b) not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care.
19.3 Permitted Disclosures.
Disclosure of Confidential Information shall be permitted where required by Applicable Law, regulation, court order, or governmental authority, provided that, to the extent legally permissible, the Receiving Party provides prompt written notice to the Disclosing Party to allow it to seek protective measures.
19.4 Survival.
The obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets and Personal Data.
20. REGULATORY COMPLIANCE AND AUDIT RIGHTS
20.1 General Compliance.
Each Party represents and warrants that it shall comply with all Applicable Laws, regulations, and governmental requirements applicable to its performance under this Agreement.
20.2 Industry-Specific Compliance.
The Customer acknowledges that Winngoo does not represent or warrant compliance with sector-specific regulatory regimes unless expressly agreed in writing. The Customer bears sole responsibility for compliance with laws applicable to its industry or business operations.
20.3 Audit Cooperation.
To the extent required by Applicable Data Protection Laws, Winngoo shall make available reasonable information necessary to demonstrate compliance with data protection obligations and shall cooperate with audits conducted by the Customer or its authorized representatives, subject to reasonable confidentiality, security, and scheduling requirements.
21. EXPORT CONTROLS AND ECONOMIC SANCTIONS
21.1 The User represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to comprehensive trade sanctions or embargoes imposed by the United Nations, European Union, United States, United Kingdom, or other relevant authorities.
21.2 The Platform may be subject to export control laws and regulations. The User agrees not to export, re-export, or transfer the Platform or any related technology in violation of Applicable Law.
22. FEES, PAYMENTS, AND TAXES (WHERE APPLICABLE)
22.1 Fees.
Certain features of the Platform may be offered on a paid basis. Fees, billing cycles, and payment terms shall be as specified at the time of subscription or in a separate written agreement.
22.2 Payment Obligations.
All fees shall be paid in full and without set-off, deduction, or counterclaim, unless required by Applicable Law.
22.3 Taxes.
All fees are exclusive of taxes. The Customer shall be responsible for all applicable sales, value-added, goods and services, withholding, or similar taxes arising from use of the Service.
22.4 Non-Refundability.
Except where expressly required by Applicable Law, all fees paid are non-refundable.
23. SUSPENSION FOR NON-PAYMENT
23.1 Winngoo reserves the right to suspend or restrict access to the Platform in the event of non-payment, late payment, or chargeback, without liability.
23.2 Suspension shall not relieve the Customer of its obligation to pay outstanding amounts.
REPRESENTATIONS, WARRANTIES, DISCLAIMERS, INDEMNIFICATION, AND RISK ALLOCATION
24. MUTUAL REPRESENTATIONS AND WARRANTIES
24.1 Authority and Capacity.
Each Party represents and warrants that it has full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement does not violate any other agreement to which it is a party.
24.2 Compliance with Law.
Each Party represents and warrants that it shall comply with all Applicable Laws in connection with its performance under this Agreement.
24.3 No Conflicting Obligations.
Each Party represents and warrants that its obligations under this Agreement do not and shall not conflict with any existing contractual or legal obligation.
25. CUSTOMER-SPECIFIC WARRANTIES
25.1 The Customer represents and warrants that:
(a) it owns or lawfully controls all Content and Personal Data processed through the Platform;
(b) all End User interactions are conducted in a lawful, transparent, and fair manner;
(c) all consents, notices, and authorizations required under Applicable Law have been obtained;
(d) use of the Platform will not infringe or misappropriate any third-party rights.
25.2 The Customer further warrants that it shall not use the Platform for any activity involving illegal goods, services, or activities prohibited under Applicable Law.
26. WINNGOO WARRANTIES
26.1 Winngoo warrants that it shall provide the Platform using commercially reasonable skill and care consistent with generally accepted industry standards.
26.2 Except as expressly stated, Winngoo makes no other warranties regarding the Platform or the results of its use.
27. DISCLAIMER OF WARRANTIES
27.1 As-Is Disclaimer.
The Platform is provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express, implied, statutory, or otherwise.
27.2 Implied Warranties Disclaimed.
To the maximum extent permitted by Applicable Law, Winngoo disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, and uninterrupted service.
27.3 No Guarantee of Outcomes.
Winngoo does not warrant that use of the Platform will result in increased sales, customer satisfaction, or business outcomes.
28. INDEMNIFICATION BY CUSTOMER
28.1 The Customer shall indemnify, defend, and hold harmless Winngoo, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) the Customer’s use of the Platform;
(b) any breach of these Terms by the Customer;
(c) any Content or communications transmitted through the Platform;
(d) violation of Applicable Law or third-party rights.
28.2 Winngoo shall promptly notify the Customer of any indemnified claim and provide reasonable cooperation, at the Customer’s expense.
29. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
29.1 Winngoo shall, at its own expense, defend the Customer against claims that the Platform, as provided by Winngoo, infringes third-party intellectual property rights, provided that the Customer promptly notifies Winngoo and allows Winngoo sole control of the defense.
29.2 Winngoo may, at its discretion, modify the Platform to avoid infringement, procure a license, or terminate the affected Service.
30. LIMITATION OF LIABILITY
30.1 Exclusion of Certain Damages.
To the maximum extent permitted by Applicable Law, neither Party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, goodwill, or data.
30.2 Liability Cap.
Except for excluded claims, Winngoo’s total cumulative liability arising out of or related to this Agreement shall not exceed the total fees paid by the Customer to Winngoo in the twelve (12) months preceding the event giving rise to the claim.
30.3 Exceptions.
Nothing in this Agreement shall limit liability for fraud, willful misconduct, or death or personal injury caused by negligence where such limitation is prohibited by law.
31. INSURANCE
31.1 Winngoo shall maintain commercially reasonable insurance coverage appropriate to the nature of its business.
31.2 The Customer is responsible for maintaining any insurance required for its business operations.
TERM, SUSPENSION, TERMINATION, DATA HANDLING, AND FORCE MAJEURE
32. TERM OF AGREEMENT
32.1 Commencement.
This Agreement shall commence on the date the User first accesses, registers for, embeds, configures, or otherwise uses the Platform and shall continue in full force and effect unless and until terminated in accordance with these Terms.
32.2 Continuous Effect.
Unless expressly terminated, this Agreement shall apply continuously to all present and future use of the Platform, including any upgrades, updates, or additional services provided by Winngoo.
33. SUSPENSION OF ACCESS
33.1 Right to Suspend.
Winngoo reserves the right, without liability and without prior notice where legally permissible, to suspend or restrict access to the Platform, in whole or in part, if Winngoo reasonably determines that:
(a) the Customer or any User has breached these Terms;
(b) use of the Platform poses a security risk, legal risk, or operational risk;
(c) suspension is required by Applicable Law or governmental order;
(d) continued access may adversely affect the Platform or other users;
(e) payment obligations (where applicable) are overdue.
33.2 Effect of Suspension.
During suspension, the Customer shall have no right to access the Platform, and Winngoo shall have no obligation to provide services, support, or data access, except as required by Applicable Law.
33.3 No Waiver.
Suspension shall not constitute a waiver of any rights or remedies available to Winngoo under this Agreement.
34. TERMINATION FOR CAUSE
34.1 Termination by Winngoo.
Winngoo may terminate this Agreement immediately upon written or electronic notice if the Customer:
(a) materially breaches these Terms and fails to cure such breach within a reasonable period (if cure is possible);
(b) engages in unlawful, fraudulent, or abusive conduct;
(c) violates data protection or privacy obligations;
(d) becomes insolvent, enters liquidation, or ceases business operations;
(e) exposes Winngoo to material legal or reputational risk.
34.2 Termination by Customer.
The Customer may terminate this Agreement by discontinuing use of the Platform and closing its Account, subject to payment of any outstanding fees and compliance with applicable notice requirements.
35. TERMINATION FOR CONVENIENCE
35.1 Winngoo reserves the right to terminate this Agreement for convenience upon reasonable notice, where permitted by Applicable Law.
35.2 Termination for convenience shall not give rise to any claim for damages, compensation, or loss of anticipated profits.
36. EFFECTS OF TERMINATION
36.1 Upon termination or expiration of this Agreement for any reason:
(a) all rights granted to the Customer shall immediately cease;
(b) access to the Platform shall be disabled;
(c) any outstanding payment obligations shall become immediately due and payable.
36.2 Termination shall not affect any rights or obligations accrued prior to the effective date of termination.
37. DATA RETURN, DELETION, AND DESTRUCTION
37.1 Data Return.
Subject to Applicable Law and technical feasibility, the Customer may request export of its data within a limited period following termination.
37.2 Data Deletion.
After expiration of the post-termination retention period, Winngoo shall delete or anonymize Customer data, unless retention is required for legal, regulatory, or dispute resolution purposes.
37.3 Residual Copies.
The Customer acknowledges that residual copies of data may remain in backups or archival systems for a limited period and shall not be accessible for operational use.
38. BUSINESS CONTINUITY AND DISASTER RECOVERY
38.1 Winngoo shall implement commercially reasonable business continuity and disaster recovery measures designed to maintain Platform operations.
38.2 The Customer acknowledges that such measures do not guarantee uninterrupted service and are subject to technical and operational limitations.
39. FORCE MAJEURE
39.1 Definition.
Neither Party shall be liable for failure or delay in performance resulting from events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, labor disputes, epidemics, governmental actions, internet failures, or utility outages (“Force Majeure Event”).
39.2 Notice and Mitigation.
The affected Party shall use reasonable efforts to notify the other Party and to mitigate the effects of the Force Majeure Event.
39.3 Extended Force Majeure.
If a Force Majeure Event continues for an extended period, either Party may terminate this Agreement without liability.
40.1 Primary Governing Law.
This Agreement and any dispute, claim, or controversy arising out of or relating to it, including its formation, validity, interpretation, performance, breach, or termination, shall be governed by and construed in accordance with the laws of the jurisdiction in which Winngoo Boost Media is incorporated, without regard to its conflict of laws principles.
40.2 Mandatory Local Law Override.
Nothing in this Agreement shall exclude or limit the application of mandatory consumer protection or data protection laws of the User’s jurisdiction to the extent such laws cannot be contractually waived.
41. JURISDICTION AND VENUE
41.1 Subject to Section 42 (Dispute Resolution), the courts of competent jurisdiction located in Winngoo’s place of incorporation shall have exclusive jurisdiction to hear and determine any dispute arising out of or in connection with this Agreement.
41.2 The User irrevocably submits to the personal jurisdiction of such courts and waives any objection based on venue, forum non conveniens, or similar doctrines.
42. DISPUTE RESOLUTION AND ARBITRATION
42.1 Good Faith Negotiation.
The Parties shall first attempt in good faith to resolve any dispute through informal negotiations prior to commencing formal legal proceedings.
42.2 Arbitration (Where Applicable).
Where permitted by Applicable Law, disputes may be finally resolved by binding arbitration conducted in English, in accordance with internationally recognized arbitration rules, by a single arbitrator appointed in accordance with such rules.
42.3 Injunctive Relief.
Nothing in this Section shall prevent either Party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.
43. NOTICES
43.1 Form of Notice.
All notices under this Agreement shall be in writing and shall be deemed valid if delivered electronically via email, through the Platform, or by other commercially reasonable electronic means.
43.2 Deemed Receipt.
Notices shall be deemed received on the date of transmission, provided no delivery failure notice is received.
44. ASSIGNMENT AND SUBCONTRACTING
44.1 The Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Winngoo.
44.2 Winngoo may assign or transfer this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets without restriction.
44.3 Winngoo may subcontract portions of the Service, provided that it remains responsible for compliance with these Terms.
45.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.
45.2 The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.
46.1 The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
46.2 Any waiver must be expressly stated in writing and signed by the waiving Party.
47. SURVIVAL
47.1 Provisions which by their nature should survive termination shall survive, including but not limited to provisions relating to confidentiality, intellectual property, data protection, limitation of liability, indemnification, governing law, and dispute resolution.
48.1 This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.
48.2 No amendment or modification shall be binding unless made in writing by Winngoo.
49.1 This Agreement is drafted in the English language. Any translations are provided for convenience only, and the English version shall prevail in the event of inconsistency.
50. REGIONAL AND REGULATORY ANNEXES
This Annex incorporates Standard Contractual Clauses, UK International Data Transfer Addendum, data subject rights procedures, and supervisory authority cooperation provisions.
This Annex addresses CCPA/CPRA disclosures, consumer rights, and opt-out mechanisms.
This Annex addresses compliance with applicable APAC data protection frameworks, including consent and cross-border transfer obligations.
This Annex addresses optional compliance requirements for regulated industries where applicable.
51.1 This Agreement is accepted electronically and shall have the same legal effect as a physically executed agreement.
51.2 Continued use of the Platform constitutes ongoing acceptance of these Terms.
