WOJE Money

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Terms Of Agreement - Policies & Procedures - WOJE PreSale Saas Agreement

WOJE $497 Merchant Eliminator

This WOJE Merchant Eliminator Agreement (“Agreement”) is entered on the same day as the sell date (the “Effective Date”) between WOJE, Inc also referred to as WOJE Money (“Company”), and the Customer listed as a purchaser of the WOJE Merchant Eliminator (“Customer”). This Agreement incorporates the WOJE Implementation agreement, as well as the Company Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.

This agreement is for the express purpose of offering Customer the ability to use the Lifetime 100% money back guarantee in accordance with the terms found in this agreement.

WOJE MERCHANT ELIMINATOR SALES TERMS AND CONDITIONS

1. MERCHANT ELIMINATOR SERVICES AND SUPPORT

1.1 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice found in the Policies and Procedures and Terms and Conditions found at www.wojemoney.com and www.wojeinc.com.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Company shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. ADDITIONAL FEES

4.1 In the case of third parties, third party integrations, merchant fees from third parties, applicable taxes, future versions or extensions, custom integrations, and/or partial integration where Customer will pay Company the then applicable fees described in the Company’s policies and procedures for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in this agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance , or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Calculation of finance charge may occur on a DPR (Daily Percentage Rate). Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Product and Services. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL BE ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PRODUCT AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

8.2 Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@wojeinc.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

9. COST, FEES AND SUBSCRIPTION & CREDIT AGREEMENT

9.1 Customer is offered this one time Fee of Four Hundred Ninty Seven Dollars ($497.00) for lifetime use of the WOJE Merchant Elimininator version of the Software.

9.2 Credit Agreement. If schedule has been set to finance, the Credit and financing portion of this agreement will begin on the first day of implementation of the Saas. a. Starting Base APR will be 11.9%. b. Minimum Per Transaction Finance Charge will be $1.97. c. Late Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. d. Bounced Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. e. ACH Payment and Auto withdrawal payment is construed to be any auto withdrawal method past, present or future technology in the benefit of receiving payments by any account information given to Company by you. f. The APR for all transactions are calculated using the DPR. The DPR is 1/365th of the APR (or 1/366 in a leap year). g. If at any time an ACH payment cannot be received company has the right to lower and fluctuate the minimum monthly ACH Payment to help fulfill your obligation of payments. h. You understand that this is considered a revolving line of credit with Company and as such a Truth In Lending cannot be created because of the changes made to your account. i. This offer is non transferable. Changes to any account information may void this offer at Company's discretion. j. This Agreement is automatically accepted by you immediately upon any use of your Account. If you wish to decline this Agreement, entire balance owing must be paid 7 days after delivery/installation.

9.3 We may amend, add or delete (i.e., “change”) any term of this Agreement at any time. We will notify you of any change, and any right to reject that change, as required by law. To reject a change, you must inform us in the manner and time period specified in our notice. We will then close your Account and you will be required to pay your Outstanding Balance as provided by applicable law. If a change requires your consent, we may obtain that consent from you verbally, in writing or electronically. Whether or not consent is required, any further use of your Account after the effective date of the change shall constitute your consent and acceptance. Unless a longer period is specified by law, a reasonable period for any notice to you shall not exceed 25 days from being sent. Notices may be emailed or applied in the contract portion of your online viewable ledger.

9.4 You will have access to view the online ledger of your account. Watch for access via the email address you provided to view each transaction.

9.5 All payments and other credits to your account will be applied as determined at our discretion, which may include applying these payments and credits to balances subject to lower Annual Percentage Rates prior to balances subject to higher Annual Percentage Rates. All account terms and charges disclosed herein are accurate as of the printed date, but are subject to change.

9.6 You authorize us to obtain a consumer report from consumer reporting agencies in considering this application, and for the purpose of update, renewal, and extension of credit, reviewing or collection of your account. Upon your request, we will inform you of the name and address of each consumer-reporting agency from which we obtained a consumer report relating to you. In order to be considered for this line of credit you must sign this sales agreement and fill out our credit application. Failure to provide any information requested may be grounds for denial. After credit approval, each applicant shall have the right to use this account to the extent of any credit line that we set, and each applicant may be liable for all amounts of credit extended under this account to any joint applicant. The applicant, if married, may apply for a separate account. This offer supersedes all other offers.

9.7 We apply your payment to your Account on the business day we receive it.

9.8 You may repay all or any portion of the Outstanding Balance at any time without penalty.

9.9 Annual Percentage Rates, Daily Periodic Rates and Fees and other disclosures are found above at the beginning of this agreement associated with your Account. The Company website, may also includes disclosures. The terms of these disclosures are incorporated by reference into this Agreement. Review these disclosures carefully.

9.10 Your Account will be in default in any of the following circumstances: (a) your minimum ACH payment declined and payment is not received before the payment due date; (b) you fail to honor any other obligation under this Agreement; (c) you die, file for bankruptcy, or become insolvent or generally unable to pay your debts; (d) you have furnished false or misleading information on acquiring this line of credit; (e) you are in default under any other obligations you may owe to us; or (f) we reasonably believe that you are unable or unwilling to honor all of your obligations under this Agreement. If your Account is in default, we may declare the Outstanding Balance immediately due and payable, close your Account.

9.11 You agree to pay our reasonable collection expenses, whether or not any court or arbitration proceedings are filed. Collection expenses include reasonable attorneys’ fees, the cost staff (including in house counsel), and out of pocket expenses which may include repossession of goods (whether or not such expenses are awardable as “court costs”). Unless prohibited by law, you agree that we may bring legal action against you in the State of UTAH, regardless of where you reside.

9.12 If any payment on your Account is dishonored or must be returned because it cannot be processed, we charge a bounced payment Fee. This fee is charged to your Account as a purchase item.

9.12 If you request research on your Account (except for alleged billing errors by us unless billing error is invalid according to the existing contract), we may charge you a research fee up to $25 per hour, plus $5 per email. This fee is charged to your Account as a purchase item.

9.13 Your right to use the Account or make charges to your Account terminates when your Account is closed. All of our rights and your obligations remain in effect until your Account is closed and your Outstanding Balance is paid in full.

10. HEADINGS

The headings used in this Agreement are for convenience only and do not describe the entire scope or intention of any portion of this Agreement.

11. INTEGRATED AGREEMENT

This Agreement is the final written statement of your contract with us and cannot be contradicted with evidence of any alleged oral agreement.

12. SEVERABILITY

If any part of this Agreement is unenforceable in any jurisdiction, the rest of this Agreement will remain enforceable in that jurisdiction, and this entire Agreement shall remain enforceable in all other jurisdictions.

13. DELAY IN ENFORCEMENT

Any delay by us in enforcing our rights or your obligations under this Agreement shall not be deemed to release, waive, impair or discharge those rights or obligations.

14. ASSIGNMENT

You may not assign or transfer any portion of this Agreement or your Account without our prior written permission. We may assign or transfer this Agreement, your Account or any portion thereof without notice to you. This Agreement shall be binding upon the parties’ heirs, representatives, successors, and assigns.

15. DISCLOSURES OF INFORMATION

You consent to the release of personal data about you by the the Company to any company, its Members, or their respective contractors for the purpose of providing the services described in this Agreement, or on transfer of this agreement.

16. GOVERNING LAW

THIS AGREEMENT AND YOUR ACCOUNT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF UTAH, REGARDLESS OF PRINCIPLES ON THE CONFLICT OF LAWS OR WHERE YOU RESIDE. You agree to be bound by the terms and conditions of this account agreement. You also agree that the account agreement and your account are governed by the state of Utah and applicable federal law and that the account agreement is subject to change, (including but not limited to, increasing the rates and fees). You understand that the information contained in this application, or information obtained in connection with your application and information about you and your account may be shared with Company’s corporate affiliates. The Company has the right to sell any balance on your account and with the sell or transfer, all information including the process and data to insure collection along with all rights and obligations will transfer to the new company or individual and both parties will be bound to this agreement.

17. SIGNING

By purchasing online or in person you agree to be bound by the terms and conditions set forth in this contract.

18. ENFORCEMENT

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

19. LIFETIME MONEY BACK GUARANTEE

Money back guarantee is for the $497 Merchant Eliminator only. If at any time you upgrade the software, order more stock and/or begin using the Saas version this money back guarantee becomes void.

In order to receive your full money back guarantee company must have visual recorded proof of deletion of software from the computer in which the one on one training occurred along with the return of all check stock as follows:

1. A scheduled time will be set to do a video conference call where you will give access to view the computer the software was installed on

2. The software trainer must be allowed to record the event as they walk you through the full deletion of the software. Deleting the software without a certified trainer present to view the deletion will forfeit any refund.

3. Once the software has been deleted in the appropriate manner, You will receive a shipping package in the mail to ship back all unopened product. In the event product has been used or damaged a cost per used or unusable product will be subtracted from the full refund.

Please allow up to 2 weeks from receipt of returned items for your refund to be received.

WOJE PRESALE SAAS AGREEMENT

This Presale SaaS Agreement (“Agreement”) is entered on the same day as shown in the WOJE Implementation Agreement (the “Effective Date”) between WOJE, Inc also referred to as WOJE Money (“Company”), and the Customer listed in the WOJE Implementation Agreement (“Customer”). This Agreement incorporates the WOJE Implementation agreement, as well as the Company Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.

This presale agreement is for the express purpose of offering Customer the ability to use the Saas in accordance with the terms found in this agreement.

PRE SAAS SALES TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT

1.1 As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice found in the Policies and Procedures and Terms and Conditions found at www.wojemoney.com and www.wojeinc.com.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Company shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. ADDITIONAL FEES

4.1 In the case of third parties, third party integrations, merchant fees from third parties, applicable taxes, future versions or extensions, custom integrations, and/or partial integration where Customer will pay Company the then applicable fees described in the Company’s policies and procedures for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in this agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance , or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Calculation of finance charge may occur on a DPR (Daily Percentage Rate). Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. [Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

8.2 Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@wojeinc.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

9. COST, FEES AND SUBSCRIPTION & CREDIT AGREEMENT

9.1 Customer is offered this one time Fee of Ten Thousand Dollars ($10,000) for lifetime use of the Enterprise version of the Saas. If not paid in full at the time of implementation and if a payment schedule has not been pre arranged between Company and Customer, payment will be as follows:

One hundred dollars ($100) for twelve (12) months;
Two hundred dollars ($200) for twelve (12) months; Three hundred dollars ($300) until the remaining balance is paid in full. If for any reason payment is not received by the 15th of each month the lifetime offer can be revoked by Company’s discretion.

9.2 Credit Agreement. The Credit and financing portion of this agreement will begin on the first day of implementation of the Saas. a. Starting Base APR will be 7.9%. b. Minimum Per Transaction Finance Charge will be $.97. c. Late Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. d. Bounced Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. e. ACH Payment and Auto withdrawal payment is construed to be any auto withdrawal method past, present or future technology in the benefit of receiving payments by any account information given to Company by you. f. The APR for all transactions are calculated using the DPR. The DPR is 1/365th of the APR (or 1/366 in a leap year). g. If at any time an ACH payment cannot be received company has the right to lower and fluctuate the minimum monthly ACH Payment to help fulfil your obligation of payments. h. You understand that this is considered a revolving line of credit with Company and as such a Truth In Lending cannot be created because of the changes made to your account. i. This offer is non transferable. Changes to any account information may void this offer at Company's discretion. j. This Agreement is automatically accepted by you immediately upon any use of your Account. If you wish to decline this Agreement, entire balance owing must be paid 7 days after delivery/installation.