This Software Subscription Agreement ("Agreement") is a legal agreement between you and Workforce Integrity Network, LLC, a Tennessee limited liability company and its successors and assigns ("WIN"). If you do not agree to the terms of this Agreement, then you must promptly stop using Services (defined below).
The parties agree as follows:

1. Changes. From time to time WIN may update the terms and conditions of this Agreement without notice. If you elect not to accept the new terms and conditions, then WIN may, in its sole discretion, immediately terminate this Agreement, discontinue providing the Services, and refund to you the amount of money that you have prepaid for Services that you have not received on the date you elect not to accept the new terms and conditions. Your use of the Services after an update of the terms and conditions of this Agreement shall constitute your consent to such changes.

2. Definitions.
2.1. "Collected Data" means any and all information, including your Personally Identifiable Information, used, collected, maintained and/or stored in or by WIN, including, without limitation, (i) information you enter through use of the Services, and (ii) information concerning collection sites used by you including the name of the collection site, address, phone number, and contact person for the collection site.
2.2. "Personally Identifiable Information" means information that is personally identifiable in nature such as name, address, phone number, email address, or social security number or employer identification number.
2.3. "Services" means the services provided by WIN through its website to you, including but not limited to, access to collection site information.

2.4. "Use" means the ability to access, execute, and display the Services through a web browser.

3. Use. Subject to the provisions of this Agreement, WIN grants to you, a nonexclusive, non-transferrable, revocable, limited, non-sublicenseable, personal, right to Use the Services.
4. Collection Site Owner. If you have claimed ownership of a collection site, you hereby represent that you are the sole and exclusive owner of such collection site and that the information you have added to the collection site record is true and accurate. You agree that WIN may take whatever actions it deems necessary to verify that you are the sole and exclusive owner of the collection site including, but not limited to, calling, emailing or texting you based on the information you provided. You agree that any false representations regarding a collection site may subject you to damages.

5. No Payment. Unless you agreed otherwise when you accepted this Agreement, there is no charge for the Services.

6. Ownership. This Agreement is not a sale of Services and WIN retains title and ownership of Services and the software used to provide the Services and all subsequent copies, including the intellectual property rights therein, regardless of the form or media in or on which the Services or subsequent copies exist.
7. Feedback. WIN has not agreed to and does not agree to treat as confidential any Feedback (as defined below) you provide to WIN, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict WIN’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you. ("Feedback" means any suggestion or idea for improving or otherwise modifying the Services.)

8. Copy Restrictions. The software that provides the Services is copyrighted. Unauthorized copying of such software or any accompanying written materials is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.
9. Use Restrictions. You may not allow third parties to Use the Services unless such Use is expressly authorized by WIN. You may not wrap the Services in another interface. You may not use any third-party program to access or link to the data used, collected, maintained, and/or stored in or by the Services without the express written consent of WIN. You may not sell or license access to the data provided by the Services or the Services by itself or as a part of a service or product.
10. Website. You acknowledge and agree that the Services are provided by WIN in part through the WIN website. You accept and agree to comply with the Terms of Service, Privacy Policy, and copyright and trademark notices of WIN posted on the website and in effect from time to time. You acknowledge and agree that, because the Services are provided in part through the website, it is necessary for you to have computer equipment and an internet connection that meets minimum specifications published by WIN from time to time on the website, and you acknowledge and agree to periodically update your computer equipment or internet connection to meet such minimum specifications. You acknowledge that the Services may be interrupted due to (a) website downtime for scheduled maintenance at WIN’s sole discretion, or (b) interruptions in internet connectivity or other website downtime caused by circumstances beyond WIN’s control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer or telecommunications failures, delays involving hardware or software not within WIN’s control, network intrusions or denial of service attacks. You agree that WIN shall not, in any way, be liable for, or have responsibility with respect to, any such interruptions.

11. Third Party Software. The Services interact with various third-party software applications such as Microsoft office, email programs, pdf readers, and other applications ("Third-Party Software"). WIN does not provide, update, or maintain any Third-Party Software. You acknowledge that you are responsible for obtaining licenses for any Third-Party Software you need to use with the Services. WIN does not provide any support for Third-Party Software and you acknowledge that you must obtain support from your IT vendor or the maker of the Third Party Software.

12. User Name and Password. During the registration process for the Services you created a user name and password that allows you to have access to the Services through the website. You will not provide your user name or password to access the Services to any other person or entity, or allow any other person or entity to access the Services under your user name and password. You agree that you are solely responsible for any actions that occur under your user name and password or the user accounts you have created. In the event that any of the user names and password you created become known by a third party you agree to take all available precautions to prevent the userid and password from being used by an unauthorized individual, including, but not limited to, disabling the userid, and you agree to notify WIN immediately.

13. Updates. WIN may create, from time-to-time, upgrades, modifications, updates, additions, and/or patches to the Services, which may be made available to you while you have a current and valid right to Use the Services.
14. Privacy.
14.1. Authorization to Collect and Use Data. You authorize WIN to collect the Collected Data for so long as you continue to Use the Services and to forever store and use such Collected Data for purposes of providing the Services, market research and marketing, software development and support, licensing and billing, generating reports, and establishing or improving resources, benefits, product features and/or services to other users. Such purposes will likely include, without limitation, the use of Collected Data, except for Personally Identifiable Information, by WIN to conduct test trends analysis and publish the results of such analysis for the use and benefit of WIN customers.
14.2. Disclosure of Data to Third Parties. You further authorize WIN to disclose any and all Collected Data, except for Personally Identifiable Information, to third-party recipients where such third-party recipients enter into data use agreements providing appropriate safeguards, as determined by WIN in its reasonable discretion, on the use and further disclosure of the Collected Data.

14.3. Release. You hereby release, hold harmless from, and agree not to sue WIN, and its officers, managers, members, employees, agents, or independent contractors from any and all rights, claims, demands, actions, liabilities and causes of action, whether accrued or unaccrued, fixed or contingent, legal or equitable, and which in any manner relate to or arise out of WIN’s collection, storage, use or disclosure of the Collected Data in accordance with this Agreement.
15. Limited Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN THE SERVICES AND THE COLLECTION SITE INFORMATION PROVIDED BY THE SERVICES ARE PROVIDED "AS IS", AND WIN AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE AND SPECIFICALLY DISCLAIM, ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO THE SERVCIES (INCLUDING, WITHOUT LIMITATION, ACTUAL AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), AS WELL AS ANY WARRANTIES THAT THE SERVICES (OR ANY ELEMENTS THEREOF) WILL ACHIEVE A PARTICULAR RESULT, OR WILL BE UNINTERRUPTED OR ERROR-FREE.

16. Collection Site Information. You acknowledge and agree that the collection site information provided by the Services is collected and processed by third parties and WIN makes no representation as to the accuracy of such information. You also acknowledge that errors and omissions in the collection site information may occur.
17. No Support. WIN does not provide support for the Services.

18. Indemnification. You agree to indemnify, defend and hold harmless WIN and its officers, directors, employees, agents and contractors from any loss, cost, expense (including attorney’s fees and expenses), demand, claim, liability, damages or cause of action of any kind or, in any manner arising out of or relating to (i) any violation or breach by you of any provision of this Agreement; (ii) your storage of Protected Health Information in the Services without notifying WIN, or (iii) your negligence, recklessness or intentional misconduct.

19. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WIN BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF PROFITS, REVENUE, DATA OR USE, OR FROM INTERRUPTED COMMUNICATIONS OR DAMAGED DATA, OR FROM ANY DEFECT OR ERROR OR IN CONNECTION WITH YOUR ACQUISITION OF SUBSTITUTE GOODS OR SERVICES OR MALFUNCTION OF THE SERVICES, OR ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY, EVEN IF WIN OR ANY OTHER PERSON HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO ACHIEVE ITS INTENDED PURPOSE. WITHOUT LIMITING THE FOREGOING OR ANY OTHER LIMITATION OF LIABILITY HEREIN, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, YOUR EXCLUSIVE REMEDY AND THE TOTAL LIABILITY OF WIN OR ANY SUPPLIER OF SERVICES TO WIN FOR ANY CLAIMS ARISING IN ANY WAY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OR DISRUPTION OF THE USE OF THE SERVICES, SHALL NOT EXCEED $10. WIN SHALL HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY CLAIMS OF PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OR MISAPPROPRIATION OF TRADE SECRETS, MADE AGAINST YOU INCIDENT TO THE USE OF THE SERVICES.

20. Termination.

20.1. For convenience. Either party may terminate this Agreement immediately by providing written notice to the other party. WIN may restrict your access to the Services at any time, for any reason.

20.2. Survivability. Sections 6, 7, 8, 9, 14, 15, 18, and 19 survive the termination of this Agreement.

21. Choice of Law. This Agreement is governed by the laws of the State of Tennessee, without regard to choice of law provisions to the contrary. The exclusive jurisdiction and venue for any actions concerning the enforcement, construction, or interpretation of this Agreement shall be in the Chancery or Circuit Courts of Knox County, Tennessee, or in the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee.
22. Attorney’s Fees. The prevailing party in any action filed under this Agreement or related to the Services is entitled to reasonable attorney’s fees and costs.

23. Headings. The headings of the sections of this Agreement are for convenience only, and in no way limit or affect the terms and conditions or the meaning or interpretation of this Agreement.
24. Severability. If any provision of this Agreement is held to be invalid or unenforceable then that provision will be altered or limited such that it is enforceable and corresponds to the original provision as closely as possible. An invalid or unenforceable provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement.
25. Waiver. Waiver by either party of a breach of any provision contained in this Agreement shall not constitute or be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.
26. Time To File Lawsuit Or Other Action. You agree to file any lawsuit or other action you may have against WIN or its agents, employees, subsidiaries, affiliates or parent companies within one (1) year from the date of the event that caused the loss, damage or liability or be forever barred.
27. Completeness. This Agreement sets forth the entire understanding between you and WIN with respect to the matters set forth herein and supersedes all previous agreements and representations with respect to the Services.

28. Assignment. Neither party shall assign or otherwise transfer or purport to assign or otherwise transfer this Agreement or any of its rights or obligations hereunder or any part thereof without the prior written consent of the other party, except that WIN may assign any of its rights or obligations to any successor-in-interest or to an entity that acquires all or substantially all of its assets, all or a majority of its equity in any form, or to an entity into which such party is merged; provided, however, that the entity to whom the rights and obligations of a party are assigned (the "Successor") shall execute a written instrument whereby the Successor agrees to accept all of the rights and obligations of the assigning party under this Agreement. Any assignment in violation of this Section is null and void.


If you have questions about this Agreement you may contact WIN at helpmewin@wintn.com.