“Add-Ons” means additional product enhancements that are made available for purchase from Wingmate.

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" or “Customer Terms of Service” means these General Terms and all materials referred or linked to in here, unless otherwise stated.

"Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

“Claim” or “Claims” means any claim, demand, complaint, charge, notice, suit, action, arbitration or other proceeding (including any inquiry, investigation, subpoena or audit by a governmental or regulatory authority), whether asserted, alleged or threatened, by a third party (including a governmental authority), and whether based in contract, tort, statute, regulation or otherwise.

“Confidential Information” means all confidential information disclosed by a party and its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Customer Data" means all information that you submit or collect via the Subscription Service.

"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

"Order" or "Order Form" means the Wingmate-approved form or online subscription process by which you agree to subscribe to the Subscription Service.

"Subscription Fee" means the amount you pay for the Subscription Service.

"Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, and any ancillary products and services, including training, onboarding and other such services, that we provide to you.

"Subscription Term" means, collectively, the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s) (the "Initial Term"); and each subsequent renewal period (if any) (each a "Renewal Term"). Your "Current Term" is your then-current committed period of Subscription Services, as either an Initial Term or Renewal Term.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.

"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

"Wingmate," "we," "us," or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.

"You," "your," or “Customer” means the person or entity using the Subscription Service and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

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2.1 Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate’s Users, provided that all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with this Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement. You will promptly (and in any event within ten (10) days) notify us upon discovery of any unauthorized use of your Users’ identifications and passwords or your account.

2.2 Additional Features. You may subscribe to additional features of the Subscription Service. This Agreement will apply to all additional Order(s) and all additional features that you activate with Wingmate.

2.3 Downgrades. You are not permitted to downgrade your Subscription Service during your current Subscription Term. You may downgrade your Subscription Service effective as of your next renewal date.

2.4 Modifications. We may modify the Subscription Service during the Subscription Term, including by adding or removing features, functions, limits or Add-Ons that apply to your subscription, provided that such modifications do not materially diminish the overall functionality of the Subscription Service.

2.5 Acceptable Use.

Customer and its authorized Users may access and use the Subscription Services solely:

• for internal business operations;
• in accordance with the terms of this Agreement, applicable Order Forms, and Wingmate’s published documentation; and
• in compliance with all applicable laws and regulations.

2.6 Prohibited Conduct.

1. Customer shall not, and shall not permit any third party to:Misuse of Subscription Services

• Use the Subscription Services in any manner that could damage, disable, overburden, or impair the functionality of the Service.
• Upload or transmit any material containing viruses, worms, Trojan horses or other harmful or malicious code.
• Circumvent, disable or otherwise interfere with any security-related features of the Subscription Services.Unauthorized Access

• Gain unauthorized access to any systems, networks or data of Wingmate or any third party.
• Share login credentials or allow access by unauthorized persons.
• Probe, scan or test the vulnerability of the Subscription Services or breach any security or authentication measures.

       Illegal or Abusive Content

• Use the Subscription Services to store, transmit or distribute unlawful, defamatory, harassing, infringing or otherwise objectionable content.
• Promote or facilitate any illegal activity or act in a way that violates applicable data privacy or export laws.
• Use the Subscription Services to monitor or collect personal data regarding individuals without their express consent or in violation of applicable privacy laws.

    Platform Misuse

• Use the Subscription Services to send spam or phishing messages.
• Use the Subscription Services to harvest or scrape data without consent.
• Reverse engineer, decompile, disassemble or otherwise attempt to derive source code, object code or underlying ideas or algorithms of the Subscription Services or any related software or data.
  

    Competitive Activity

• Use the Subscription Services for benchmarking or to develop a competing product or service.
• Copy, frame or mirror any part of the Subscription Services without our prior written consent.
• Modify, translate or create derivative works based on the Subscription Services (except to the extent expressly permitted by us).
• Remove any proprietary notices or labels.
• Resell, lease, rent or otherwise commercially exploit the Subscription Services for the benefit of any third party (other than Affiliates in accordance with this Agreement).

2.7 Monitoring and Enforcement.

Wingmate reserves the right to monitor use of the Subscription Services and may suspend or terminate access in the event of any violation of this Section 2. Repeated or egregious violations may result in immediate termination without notice.

3.1  Subscription Fees. The Subscription Fee will not increase during the Current Term of your subscription unless:
(i) agreed to in writing by both parties;

(ii) you exceed the usage or volume limits specified in your Order Form or Documentation;

(iii) you upgrade your product tier or base package (including as a result of exceeding limits);

(iv) you subscribe to additional features or Add-Ons; or

(v) otherwise agreed to in your Order Form.

3.2  Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription Fees up to our then-current list price set out in our published pricing. We will provide at least twenty (20) days’ prior written notice of any Subscription Fee increase that will apply upon renewal. If this increase applies to you, the increased fees will apply at the start of the next Renewal Term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your Current Term by giving the notice required in the Termination section below.

3.3  Payment of Fees.  If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. We may refuse your existing Authorized Payment Method (for example, if we have information indicative of fraud associated with the payment method) and require you to add a new payment method as your Authorized Payment Method.

In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the 'Suspension' section or terminate your account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid Authorized Payment Method.

If you believe a charge is incorrect, you must notify us in writing within thirty (30) days of the invoice date to be eligible for any credit or adjustment.

3.4  Late Payments. Invoices are due thirty (30) days from the invoice date, unless otherwise stated in the Order Form. Any undisputed amount not received when due will accrue interest from the due date at 1.5% per month (18% per annum), or the maximum permitted by law, accruing daily and compounded monthly. We may also charge a one-time $30 administrative fee per late invoice to cover processing costs. If an amount remains unpaid ten (10) days after written notice of delinquency, we may suspend the Subscription Services until all overdue amounts are paid. You will reimburse our reasonable costs of collection (including legal fees and disbursements).

3.5  Company and Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees.  

You authorize Wingmate to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

4.1  Term and Renewal. Unless otherwise stated in the Order, the subscription renews for successive terms equal to the initial term of the Order. Renewal pricing may be adjusted per Section 3.2. Except as specifically provided for in this Agreement, you may not cancel your subscription prior to the end of your Current Term, and we will not provide any refunds of prepaid fees or unused Subscription Fees through the end of your Current Term.

4.2 Export of Data. Upon termination or expiry, Customer must cease all use of the Subscription Services and we may disable access. Prior to termination or expiry, Customer may export Customer Data via the Service’s standard export tools. After termination or expiry, we may delete or de-identify Customer Data from active systems, and from backups per our standard retention schedule, unless a longer retention is required by law. The following clauses of this Terms of Service survive: Fees and Payment, Confidentiality, IP/Proprietary Rights, Indemnities, Disclaimers, Limitations of Liability, Governing Law/Dispute Resolution, and any other terms that by their nature should survive.

4.3  Notice of Non-Renewal. You may choose to cancel your subscription at the end of the Current Term by providing notice as specified in this section. Unless otherwise stated in this Agreement or the Order, either party may elect non-renewal by giving at least thirty (30) days’ prior written notice before the end of the Current Term.

4.4  Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

4.5 Suspension. We may suspend any User’s access to any or all Subscription Services without prior notice for use in violation of applicable law or this Agreement; we will provide notice promptly thereafter. We may remove or disable access to Customer Data/Materials that we determine in good faith violate this Agreement. We have no duty to pre-screen, control, monitor, or edit Customer Data/Materials except as required by law.

4.5.1 Non-Payment. We will give notice of non-payment. If full payment is not received within ten (10) days after notice, we may suspend access to any or all Subscription Services. We will not suspend while you are disputing the charges reasonably and in good faith and cooperating diligently to resolve the dispute. If suspended for non-payment, we may charge our standard re-activation fee to reinstate service.

4.5.2 Present Harm. If your use of the Subscription Services (i) is subjected to or engages in denial-of-service or other disruptive activity, (ii) creates a security vulnerability, (iii) consumes excessive bandwidth or storage relative to plan limits, or (iv) otherwise causes material harm to us or others, we may suspend access upon electronic or telephonic notice. We will use commercially reasonable efforts to limit the suspension to the affected portion and promptly restore access once the issue is resolved.

5.1 License to Customer Data. Customer grants Wingmate a worldwide, non-exclusive, royalty-free, transferable and sublicensable (to Affiliates and subprocessors) license to host, store, reproduce, display, transmit, adapt, modify and create derivative works of Customer Data and Customer Materials as necessary to provide, maintain, secure, support and improve the Subscription Services and related offerings, and to develop new features, in each case subject to this Agreement and applicable law. Wingmate may de-identify and/or aggregate Customer Data (“De-Identified Data”) and may use De-Identified Data for any purpose, including analytics, benchmarking, machine learning and service improvement.

Customer represents and warrants it has obtained all rights, consents and permissions necessary for the foregoing, and that no sensitive data (e.g., payment card data subject to PCI-DSS, health information subject to PHIPA/HIPAA, or special categories of personal data) will be submitted unless expressly agreed in writing. Customer will indemnify Wingmate against claims arising from Customer Data or Customer’s failure to obtain required consents.

5.2 Usage Data. Wingmate may collect and generate Usage Data (telemetry, logs, device/browser information, performance metrics, feature utilization, diagnostics) related to the Subscription Services. Wingmate owns Usage Data and may use it to operate, secure, analyze, support, and improve its products and services, and to publish aggregated or de-identified statistics that do not identify Customer or its Users. Usage Data is not Customer Data.

5.3 Machine Learning.

Wingmate may use De-Identified Data to train, tune, and improve models powering AI features across its products. Where an AI feature necessarily processes Customer Data to function for Customer (e.g., model-assisted search, summarization, enrichment), Customer instructs Wingmate to process Customer Data for that purpose.

Opt-Out. Customer may opt out of using non-de-identified Customer Data for model training by emailing cs@wingmateapp.com with subject line “AI Training Opt-Out”. The opt-out is effective upon our confirmation (typically within five (5) business days) and applies prospectively to non-de-identified Customer Data ingested after the effective date. For clarity, the opt-out does not require deletion or retraining of models already trained, and does not restrict our use of De-Identified Data or Usage Data. Opting out may degrade or disable certain AI features. The opt-out remains in effect until revoked by the Admin Contact in the same manner. We may require reasonable verification to process the request.

5.4 Publicity Rights. You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by notifying Wingmate in writing at cs@wingmateapp.com.

6.1 Ownership; No Implied Rights. This Agreement is for access to and use of the Subscription Services only. Wingmate and its licensors own all right, title and interest in and to the Subscription Services and all related software, technology, documentation, designs, know-how and improvements (collectively, “Wingmate IP”). No rights are granted except as expressly set out in this Agreement. All rights not expressly granted are reserved.

6.2 Limited License to Use. Subject to this Agreement and the Order, Wingmate grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Subscription Services and any Wingmate-provided mobile apps, SDKs and APIs solely for Customer’s internal business purposes.

6.3 Restrictions. Customer shall not (and shall not permit any third party to) use the Subscription Services in any manner that is restricted by this Agreement, as described in Section 2.

6.4 Feedback. Customer assigns (and to the extent assignment is not permitted, grants a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to) all rights in feedback, ideas, or suggestions regarding the Subscription Services (“Feedback”). Customer waives any moral rights in Feedback to the extent permitted by law. Wingmate may use Feedback without restriction.

6.5 Usage and De-Identified Data. As between the parties, Wingmate owns service telemetry, logs, analytics and other Usage Data, and may use and disclose De-Identified Data derived from Customer Data for analytics, benchmarking, security and service improvement, as described in Section 5.

6.6 Trademarks. Wingmate IP includes Wingmate names, logos and marks. No license to use Wingmate trademarks is granted under this Section.  

6.7 Third-Party and Open-Source Components. The Subscription Services may include or interoperate with third-party and open-source components. Third-party license terms may apply to those components and will control in the event of conflict; notices are provided upon request.

7.1 Customer Obligations. Customer (as Receiving Party of Wingmate’s Confidential Information) will: (i) protect Wingmate’s Confidential Information using at least reasonable, industry-standard administrative, technical, and physical safeguards; (ii) use it solely to receive the Subscription Services and exercise rights under this Agreement; and (iii) limit access to Customer’s and its Affiliates’ employees, contractors, professional advisors, and prospective investors/acquirers/lenders who have a need to know and are bound by written confidentiality obligations no less protective than this Section. Customer will promptly notify Wingmate of any unauthorized access or disclosure and is responsible for any breach of this Section by its permitted recipients. For clarity, Wingmate’s pricing, non-public terms, security documentation, product roadmaps, and audit reports constitute Wingmate Confidential Information.

7.2 Compelled Disclosure (Customer). If Customer is legally required to disclose Wingmate’s Confidential Information, Customer will, to the extent permitted by law, give prompt written notice to Wingmate, disclose only the minimum required, and reasonably cooperate to seek protective treatment. Nothing herein requires Customer to violate law or a lawful order, or to waive privilege.

7.3 Return/Destruction (Customer). Upon Wingmate’s written request or upon termination/expiry, Customer will promptly return or destroy Wingmate’s Confidential Information; standard archival/backup copies may be retained and remain subject to this Section until destroyed in the ordinary course or as required by law.

7.4 Equitable Relief. Customer acknowledges that any unauthorized use or disclosure of Wingmate’s Confidential Information may cause irreparable harm for which monetary damages are inadequate. Wingmate may seek injunctive or other equitable relief (including interlocutory, interim, or permanent relief) without the requirement to post security or provide an undertaking as to damages, in addition to any other remedies. Nothing in this Section limits the court’s discretion with respect to equitable relief.

7.5 Survival; Personal Data. Obligations in this Section survive for five (5) years after disclosure; trade secrets survive so long as they remain trade secrets.

7.6 Benchmarking and Non-Disclosure of Terms. Customer will not publish or disclose benchmarking or performance tests of the Subscription Services without Wingmate’s prior written consent and will treat Wingmate’s pricing and non-public terms as Wingmate Confidential Information.

8.1 Customer Indemnification. Customer will indemnify, defend and hold harmless Wingmate and its Affiliates (and their respective officers, directors, employees, agents, service providers and licensors) from and against any Claims and resulting Losses to the extent arising out of: (a) Customer Data or Customer Materials (including alleged IP infringement, privacy or data protection violations, defamation, or other content-based claims); (b) Customer’s or its Affiliates’ or Users’ use of the Subscription Services in violation of this Agreement, applicable law (including CASL, export controls), or the Acceptable Use Policy; (c) any Third-Party Products used by or on behalf of Customer; (d) unauthorized access to or use of the Subscription Services via Customer accounts or credentials; or (e) taxes assessed on Customer or arising from Customer’s business. Wingmate will provide prompt written notice of the Claim and reasonable cooperation; failure to give timely notice limits Customer’s obligations only to the extent Customer is materially prejudiced. If Customer fails to assume the defense within a reasonable time, Wingmate may do so and Customer will reimburse reasonable fees and costs. Customer will not settle any Claim that imposes an obligation on Wingmate, requires an admission, or imposes non-monetary relief on Wingmate without Wingmate’s prior written consent. Fees and costs will be paid as incurred by the Customer.

9.1 Limited Warranty (Paid Services). Wingmate warrants the paid Subscription Services will be provided in a manner consistent with generally accepted industry standards and that Wingmate will not knowingly introduce malicious code. As your sole remedy, Wingmate will use commercially reasonable efforts to correct any material non-conformance you report in writing. If Wingmate cannot correct it within sixty (60) days after notice (which period may be reasonably extended while Wingmate diligently pursues a fix), Wingmate may (i) suspend/disable the affected functionality, or (ii) terminate the affected Service (or feature/component) and refund any prepaid, unused fees for the terminated portion.

Exclusions. This warranty does not apply to non-conformance resulting from: (a) combinations with items not supplied by Wingmate; (b) modifications not made by Wingmate (or made to your specifications); or (c) use contrary to this Agreement. Beta/Trial features are excluded from this warranty.

Exclusive Warranty. THIS SECTION 9.1 STATES WINGMATE’S ENTIRE WARRANTY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR WARRANTY CLAIMS.

9.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.1, THE SUBSCRIPTION SERVICES, WINGMATE CONTENT, AND APIS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WINGMATE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APIS MAY BE UNAVAILABLE FROM TIME TO TIME. BETA/TRIAL FEATURES AND OPEN-SOURCE COMPONENTS ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR SLA.

9.3 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF WINGMATE AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE SUBSCRIPTION SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING APPLIES REGARDLESS OF THE FORM OF ACTION AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.5 Third-Party Products. WINGMATE AND ITS AFFILIATES DISCLAIM ALL LIABILITY ARISING FROM THIRD-PARTY PRODUCTS (INCLUDING INTEGRATIONS, PLUG-INS AND SSO), AND LICENSORS HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

9.6 Agreement to Liability Allocation. YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN AND THAT WINGMATE WOULD NOT PROVIDE THE SERVICES WITHOUT THEM.

10.1 Governing Law, Jurisdiction and Optional Arbitration.

This Agreement and any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, breach, termination or validity (collectively, a “Dispute”), shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario (sitting in Toronto) with respect to any Dispute. Each Party waives any objection as to venue or forum non conveniens.

11.1 Amendment; No Waiver. We may modify any part or all of the Agreement by posting a revised version at https://wingmateapp.com/app_tos/. The revised version will become effective and binding the next business day after it is posted.

11.2 Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

11.3 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

11.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

11.5 Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. The headings and section titles are provided for your convenience and ease of navigation only.

11.6 Entire Agreement. This Agreement (including the applicable Order), is the entire agreement between us for the Subscription Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

11.7 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law. We may assign this Agreement to any Wingmate Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

11.8 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.9 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order and only as to resolve the conflict.