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WINTER DESKTOPS END-USER LICENCE AGREEMENT
Last updated: 07 May 2026
PLEASE READ THIS END-USER LICENCE AGREEMENT CAREFULLY.
This End User Licence Agreement ("EULA") is a legal agreement between Lavina & Tommy Inc., a Wyoming corporation trading as Winter Desktops ("we", "us" or "our") and you ("you" or "User"). This EULA governs your download, installation, access to, and use of the Winter Panda desktop companion application, including its software, artwork, animations, text, messages, updates, patches, upgrades, features, content, installer, website-connected features, and related services (collectively, the "Product", also referred to as "Winter Panda" or "WPANDA").
By downloading, installing, accessing, or using the Product, you agree to be bound by this EULA and our Privacy Policy, which is incorporated into this EULA by reference. If you do not agree, do not install or use the Product.
1. Eligibility and Acceptance
1.1 You must have legal capacity to enter into this EULA in your place of residence. If you are under the age required to enter binding contracts in your jurisdiction, your parent or legal guardian must review and accept this EULA on your behalf.
1.2 If you access the Product through a third-party platform, including Steam, Epic, Microsoft Store, Apple, Google, or another distributor or marketplace, your use may also be subject to that platform’s terms and conditions. If there is a conflict between this EULA and a platform’s mandatory terms, the mandatory platform terms will prevail only to the extent of the conflict.
2. Licence Grant
2.1 Subject to your compliance with this EULA, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to download, install, and use one copy of the Product for your personal, non-commercial use on compatible devices that you own or control.
2.2 The Product is licensed, not sold. Except for the limited licence expressly granted under this EULA, we and our Intellectual Property (IP) licensors retain all rights, title, and interest in and to the Product.
2.3 You may make a reasonable backup copy of the Product only where permitted by applicable law and only for archival or reinstallation purposes.
3. Restrictions on Use
You must not, and must not permit any other person to:
3.1 copy, reproduce, distribute, publicly display, publicly perform, publish, transmit, sell, rent, lease, lend, sublicense, assign, or otherwise exploit the Product except as expressly permitted by this EULA or applicable law;
3.2 reverse engineer, decompile, disassemble, adapt, translate, modify, or create derivative works of the Product, except to the limited extent such restriction is prohibited by applicable law and cannot lawfully be excluded;
3.3 remove, alter, obscure, or interfere with any copyright, trademark, proprietary notices, technical protections, or security features in the Product;
3.4 use the Product in any unlawful manner, or in any way that interferes with, disrupts, damages, or compromises the Product, our systems, or another person’s use of the Product;
3.5 use bots, scripts, automation, packet manipulation, unauthorised launchers, code injection, memory editing, unauthorised overlays, or similar tools to alter or interfere with the intended operation of the Product;
3.6 use the Product for commercial exploitation without our prior written consent, including reselling access, offering the Product as part of a bureau, hosted, rental, or service arrangement, or using the Product in a way that generates direct commercial revenue from the software itself other than as expressly authorised by us;
3.7 circumvent any access controls, payment controls, activation systems, licence checks, regional restrictions, seat limitations, redemption code conditions, or other technical limitations;
3.8 use the Product in connection with any infringing, defamatory, abusive, deceptive, or otherwise unlawful content or activity.
4. Accounts, Activation Codes, and Business Access
4.1 Some features of the Product may require an account, licence key, redemption code, organisation code, or other access credentials. You are responsible for maintaining the confidentiality of your login details and for activities occurring under your credentials, except to the extent caused by our breach.
4.2 If we offer employer-funded, school-funded, promotional, enterprise, or bulk access arrangements, any such access is still limited to authorised end users only. Access codes, invitation codes, organisation codes, or similar credentials may not be shared outside the permitted user group.
4.3 We may suspend, revoke, or limit any code, credential, or licence where we reasonably suspect misuse, fraud, unauthorised sharing, security risks, breach of this EULA, or non-payment under an applicable business arrangement.
4.4 Unless expressly stated otherwise in a separate written agreement, a business, employer, school, or sponsor paying for access does not receive ownership of user accounts, user messages, user behavioural summaries, or personal profile data belonging to individual end users.
5. Product Features and Behavioural Inputs
5.1 Winter Panda is a desktop companion application. Depending on the version and your settings, the Product may respond to local device activity signals such as general input activity levels, idle time, interaction frequency, or basic system state in order to trigger animations, states, or display messages.
5.2 The Product does not access, read, record, or store the content of your typing, files, communications, documents, or applications.
5.3 Unless otherwise clearly disclosed, such activity signals are processed locally on your device and are not transmitted externally for analysis or profiling.
5.4 The Product does not perform mood detection, emotional analysis, behavioural profiling, or behavioural optimisation. It is not designed or intended to provide psychological profiling, mental health assessment, or behavioural evaluation. It does not infer your mental state, intentions, or personal characteristics.
5.5 The Product is designed as a lightweight ambient companion experience only. It is not intended to characterise users, influence behaviour, or provide structured guidance.
5.6 The Product is not medical, psychological, psychiatric, therapeutic, or diagnostic software, and does not provide health care, counselling, or professional advice of any kind.
5.7 Any messages, prompts, or reflections generated by the Product are general, non-personalised, and for entertainment or casual reflection purposes only, and must not be relied upon for decision-making or wellbeing support.
5.8 You remain solely responsible for your well-being, decisions, and use of your device. If you require support, you should seek assistance from a qualified professional or appropriate services.
6. Privacy and Data
6.1 Our collection, use, storage, and disclosure of information are governed by our Privacy Policy.
6.1A Data Minimisation and Local Processing
The Product is designed to operate primarily using local processing on your device. The Product does not access, read, record, or store the content of your personal files, communications, documents, or typed input.
Except where explicitly stated (for example, for basic functionality such as installation, updates, licence validation, or error diagnostics), we do not collect or retain personal data about your use of the Product.
6.2 Depending on the Product version and your settings, the Product may process limited local device signals required to operate animations, trigger states, or display messages. Unless clearly disclosed otherwise, such signals are processed locally and are not transmitted for profiling or analysis.
6.3 We do not claim ownership of your personal files, communications, or content stored outside the Product.
6.4 You acknowledge that no software or transmission system can be guaranteed completely secure. To the maximum extent permitted by law, we do not guarantee that the Product will be free from unauthorised access, loss, corruption, delay, or interruption.
7. Updates, Patches, and Changes
7.1 We may provide patches, updates, upgrades, fixes, new features, balancing adjustments, content changes, or technical modifications to the Product.
7.2 Some updates may be installed automatically, particularly where necessary for security, stability, compatibility, or continued operation of the Product.
7.3 We may modify, suspend, discontinue, or remove any feature, content, functionality, online component, or support for older versions of the Product at any time, acting reasonably and subject to applicable law.
8. Intellectual Property
8.1 The Product, including its code, design, characters, animations, visual assets, text, dialogue, sound, music, logos, trademarks, artwork, interface, and all related intellectual property rights, is owned by us and/or our licensors and is protected by applicable intellectual property laws.
8.2 “Winter Panda”, “WPANDA”, associated logos, artwork, and related brand features are intellectual property owned or used by us and/or our licensors and may be protected under applicable intellectual property laws.
8.3 You must not use our name, logo, branding, screenshots, or assets for commercial purposes, misleading purposes, or in a way that suggests endorsement, sponsorship, partnership, or affiliation without our prior written consent.
9. User Content and Feedback
9.1 If the Product allows you to submit content, suggestions, bug reports, ideas, reviews, or other feedback, you warrant that you have the right to submit it and that it does not infringe any third-party rights or violate any law.
9.2 To the extent permitted by law, you grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to use, host, copy, modify, adapt, reproduce, publish, and otherwise exploit such feedback or submitted content for the purpose of operating, improving, promoting, and developing the Product.
9.3 We are not obliged to keep any feedback confidential, compensate you for feedback, or use any feedback.
10. Third-Party Software and Services
10.1 The Product may include, bundle, interact with, or rely on third-party software, libraries, runtimes, engines, storefronts, APIs, payment processors, hosting providers, analytics providers, crash reporting tools, or operating system components.
10.2 Your use of third-party components may be subject to separate licence terms, privacy terms, or notices from the relevant third party. To the extent required, those third-party terms are incorporated by reference or made available with the Product.
10.3 We are not responsible for third-party software, services, websites, or content except to the extent required by applicable law.
11. Disclaimer of Warranties
11.1 To the maximum extent permitted by law, the Product is provided on an "as is" and "as available" basis.
11.2 We do not warrant that the Product will be uninterrupted, error-free, secure, available at all times, compatible with every device or software configuration, or that defects will be corrected.
11.3 We do not warrant that the Product will meet your expectations, achieve any intended emotional, productivity, or well-being outcome, or remain available in any particular form.
11.4 Nothing in this EULA excludes, restricts, or modifies any consumer guarantee, statutory warranty, or other right that cannot lawfully be excluded, restricted, or modified under applicable law.
12. Consumer Rights and Refunds
12.1 This Product is a digital software product. Except where required by applicable law, all purchases are final and non-refundable.
12.2 If you acquire the Product through a third-party platform (including Steam), refunds, cancellations, and chargebacks are subject to that platform’s policies, which may apply in addition to this EULA.
12.3 Nothing in this EULA excludes, restricts, or limits any rights you may have under mandatory consumer protection laws in your place of residence. Where such laws apply, they may provide you with rights to a refund or other remedies that cannot be excluded.
12.4 To the maximum extent permitted by law, we are not required to provide refunds or compensation for:
(a) change of mind;
(b) subjective dissatisfaction with the Product;
(c) differences between your expectations and the Product’s features or behaviour; or
(d) failure to achieve any intended personal, emotional, or productivity outcome.
12.5 To the extent permitted by applicable law, by downloading, installing, or using the Product, you acknowledge that performance of the Product begins immediately and that any applicable withdrawal or cooling-off rights may be reduced or waived once use has commenced.
13. Limitation of Liability
13.1 To the maximum extent permitted by law, and subject to section 12, we and our affiliates, licensors, contractors, distributors, and service providers are not liable for any indirect, incidental, special, exemplary, punitive, or consequential loss, or for any loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings arising out of or in connection with the Product or this EULA.
13.2 To the maximum extent permitted by law, and subject to section 12, our aggregate liability to you for all claims arising out of or in connection with the Product or this EULA will not exceed the greater of:
(a) the total amount you paid us for the Product in the 12 months before the event giving rise to the claim; and
(b) USD $25.
13.3 Nothing in this EULA limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence where such liability cannot lawfully be excluded, or any other liability that cannot lawfully be excluded or limited.
14. Indemnity
14.1 To the maximum extent permitted by law, you agree to indemnify and hold harmless us and our affiliates, officers, employees, contractors, licensors, and service providers from and against claims, liabilities, damages, losses, and expenses (including reasonable legal costs) arising from:
(a) your breach of this EULA;
(b) your misuse of the Product;
(c) your violation of any law or the rights of a third party; or
(d) content or material you submit through the Product, if any.
14.2 This clause does not apply to the extent the claim, loss, or damage was caused by our negligence, wilful misconduct, or breach of law.
15. Term and Termination
15.1 This EULA starts when you first download, install, access, or use the Product and continues until terminated.
15.2 You may terminate this EULA at any time by uninstalling the Product and ceasing all use.
15.3 We may suspend or terminate your access to the Product, or terminate this EULA, if:
(a) you materially breach this EULA;
(b) we reasonably suspect fraud, abuse, unauthorised sharing, unlawful conduct, or security risks;
(c) we are required to do so by law; or
(d) we discontinue the Product.
15.4 On termination, the licence granted to you ends immediately and you must cease using the Product and delete or destroy all copies in your possession or control, except to the extent retention is required by law.
15.5 Sections intended by their nature to survive termination, including ownership, disclaimers, limitations of liability, indemnity, governing law, and dispute resolution, survive termination.
16. Changes to This EULA
16.1 We may amend this EULA from time to time to reflect Product changes, legal requirements, security needs, or operational updates.
16.2 If we make material changes, we will take reasonable steps to notify you, such as by posting an updated version in the Product, on our website, through the relevant storefront, or by other reasonable means.
16.3 By continuing to use the Product after an updated EULA takes effect, you agree to the revised EULA to the extent permitted by law. If you do not agree, you must stop using the Product.
17. Governing Law and Disputes
17.1 This EULA is governed by the laws of the State of Wyoming, United States, without regard to conflict of laws principles.
17.2 You and we agree that the courts located in Wyoming, United States, have jurisdiction over disputes arising out of or in connection with this EULA.
17.3 However, nothing in this EULA excludes, restricts, or limits any rights you may have under mandatory consumer protection laws in your place of residence.
17.4 Before commencing formal legal proceedings, the parties will use reasonable efforts to resolve the dispute through good faith discussions.
18. Arbitration and Class Action Waiver
18.1 Informal Resolution
Before initiating any formal dispute, you and we agree to attempt to resolve the dispute informally by providing written notice and engaging in good faith discussions for at least thirty (30) days.
18.2 Binding Arbitration
To the maximum extent permitted by applicable law, any dispute, claim, or controversy arising out
of or relating to this EULA or the Product (including non-contractual claims) shall be resolved exclusively through binding arbitration, rather than in court, except as otherwise provided in this Section.
18.3 Arbitration Procedure
Arbitration shall be administered by a recognised alternative dispute resolution provider mutually agreed by the parties. The arbitration may be conducted:
(a) in person;
(b) by telephone or video conference; or
(c) based solely on written submissions;
at the election of the party initiating the arbitration, unless otherwise required by applicable law.
The arbitrator shall have authority to award any remedies available under applicable law on an individual basis.
18.4 Individual Claims Only (Class Action Waiver)
You and we agree that all claims must be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, consolidated, representative, or collective proceeding.
You expressly waive any right to:
(a) participate in a class action;
(b) participate in a class arbitration;
(c) act as a private attorney general;
(d) bring claims in a representative capacity.
18.5 Small Claims Exception
Notwithstanding the foregoing, either party may bring an individual claim in a small claims court where jurisdiction and claim thresholds permit.
18.6 Costs and Fees
Each party shall bear its own legal costs and expenses in connection with arbitration, except where:
(a) applicable law requires otherwise; or
(b) the arbitrator determines otherwise.
18.7 Enforceability
If any provision of this Section 16 is found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force to the maximum extent permitted by law.
19. General
19.1 If any provision of this EULA is found unenforceable, the remaining provisions continue in full force to the extent permitted by law.
19.2 Our failure to enforce any provision is not a waiver of that provision or any other provision.
19.3 You may not assign, transfer, or novate this EULA without our prior written consent. We may assign or transfer this EULA as part of a restructure, sale, merger, or transfer of the Product or related business.
19.4 This EULA, together with any applicable Privacy Policy and any express written commercial terms we provide to you, constitutes the entire agreement between you and us regarding the Product.
20. Contact Details
If you have questions about this EULA, please contact:
Lavina & Tommy Inc.
Winter Desktops
support@winterdesktops.com
Last updated: 07 May 2026
PLEASE READ THIS END-USER LICENCE AGREEMENT CAREFULLY.
This End User Licence Agreement ("EULA") is a legal agreement between Lavina & Tommy Inc., a Wyoming corporation trading as Winter Desktops ("we", "us" or "our") and you ("you" or "User"). This EULA governs your download, installation, access to, and use of the Winter Panda desktop companion application, including its software, artwork, animations, text, messages, updates, patches, upgrades, features, content, installer, website-connected features, and related services (collectively, the "Product", also referred to as "Winter Panda" or "WPANDA").
By downloading, installing, accessing, or using the Product, you agree to be bound by this EULA and our Privacy Policy, which is incorporated into this EULA by reference. If you do not agree, do not install or use the Product.
1. Eligibility and Acceptance
1.1 You must have legal capacity to enter into this EULA in your place of residence. If you are under the age required to enter binding contracts in your jurisdiction, your parent or legal guardian must review and accept this EULA on your behalf.
1.2 If you access the Product through a third-party platform, including Steam, Epic, Microsoft Store, Apple, Google, or another distributor or marketplace, your use may also be subject to that platform’s terms and conditions. If there is a conflict between this EULA and a platform’s mandatory terms, the mandatory platform terms will prevail only to the extent of the conflict.
2. Licence Grant
2.1 Subject to your compliance with this EULA, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to download, install, and use one copy of the Product for your personal, non-commercial use on compatible devices that you own or control.
2.2 The Product is licensed, not sold. Except for the limited licence expressly granted under this EULA, we and our Intellectual Property (IP) licensors retain all rights, title, and interest in and to the Product.
2.3 You may make a reasonable backup copy of the Product only where permitted by applicable law and only for archival or reinstallation purposes.
3. Restrictions on Use
You must not, and must not permit any other person to:
3.1 copy, reproduce, distribute, publicly display, publicly perform, publish, transmit, sell, rent, lease, lend, sublicense, assign, or otherwise exploit the Product except as expressly permitted by this EULA or applicable law;
3.2 reverse engineer, decompile, disassemble, adapt, translate, modify, or create derivative works of the Product, except to the limited extent such restriction is prohibited by applicable law and cannot lawfully be excluded;
3.3 remove, alter, obscure, or interfere with any copyright, trademark, proprietary notices, technical protections, or security features in the Product;
3.4 use the Product in any unlawful manner, or in any way that interferes with, disrupts, damages, or compromises the Product, our systems, or another person’s use of the Product;
3.5 use bots, scripts, automation, packet manipulation, unauthorised launchers, code injection, memory editing, unauthorised overlays, or similar tools to alter or interfere with the intended operation of the Product;
3.6 use the Product for commercial exploitation without our prior written consent, including reselling access, offering the Product as part of a bureau, hosted, rental, or service arrangement, or using the Product in a way that generates direct commercial revenue from the software itself other than as expressly authorised by us;
3.7 circumvent any access controls, payment controls, activation systems, licence checks, regional restrictions, seat limitations, redemption code conditions, or other technical limitations;
3.8 use the Product in connection with any infringing, defamatory, abusive, deceptive, or otherwise unlawful content or activity.
4. Accounts, Activation Codes, and Business Access
4.1 Some features of the Product may require an account, licence key, redemption code, organisation code, or other access credentials. You are responsible for maintaining the confidentiality of your login details and for activities occurring under your credentials, except to the extent caused by our breach.
4.2 If we offer employer-funded, school-funded, promotional, enterprise, or bulk access arrangements, any such access is still limited to authorised end users only. Access codes, invitation codes, organisation codes, or similar credentials may not be shared outside the permitted user group.
4.3 We may suspend, revoke, or limit any code, credential, or licence where we reasonably suspect misuse, fraud, unauthorised sharing, security risks, breach of this EULA, or non-payment under an applicable business arrangement.
4.4 Unless expressly stated otherwise in a separate written agreement, a business, employer, school, or sponsor paying for access does not receive ownership of user accounts, user messages, user behavioural summaries, or personal profile data belonging to individual end users.
5. Product Features and Behavioural Inputs
5.1 Winter Panda is a desktop companion application. Depending on the version and your settings, the Product may respond to local device activity signals such as general input activity levels, idle time, interaction frequency, or basic system state in order to trigger animations, states, or display messages.
5.2 The Product does not access, read, record, or store the content of your typing, files, communications, documents, or applications.
5.3 Unless otherwise clearly disclosed, such activity signals are processed locally on your device and are not transmitted externally for analysis or profiling.
5.4 The Product does not perform mood detection, emotional analysis, behavioural profiling, or behavioural optimisation. It is not designed or intended to provide psychological profiling, mental health assessment, or behavioural evaluation. It does not infer your mental state, intentions, or personal characteristics.
5.5 The Product is designed as a lightweight ambient companion experience only. It is not intended to characterise users, influence behaviour, or provide structured guidance.
5.6 The Product is not medical, psychological, psychiatric, therapeutic, or diagnostic software, and does not provide health care, counselling, or professional advice of any kind.
5.7 Any messages, prompts, or reflections generated by the Product are general, non-personalised, and for entertainment or casual reflection purposes only, and must not be relied upon for decision-making or wellbeing support.
5.8 You remain solely responsible for your well-being, decisions, and use of your device. If you require support, you should seek assistance from a qualified professional or appropriate services.
6. Privacy and Data
6.1 Our collection, use, storage, and disclosure of information are governed by our Privacy Policy.
6.1A Data Minimisation and Local Processing
The Product is designed to operate primarily using local processing on your device. The Product does not access, read, record, or store the content of your personal files, communications, documents, or typed input.
Except where explicitly stated (for example, for basic functionality such as installation, updates, licence validation, or error diagnostics), we do not collect or retain personal data about your use of the Product.
6.2 Depending on the Product version and your settings, the Product may process limited local device signals required to operate animations, trigger states, or display messages. Unless clearly disclosed otherwise, such signals are processed locally and are not transmitted for profiling or analysis.
6.3 We do not claim ownership of your personal files, communications, or content stored outside the Product.
6.4 You acknowledge that no software or transmission system can be guaranteed completely secure. To the maximum extent permitted by law, we do not guarantee that the Product will be free from unauthorised access, loss, corruption, delay, or interruption.
7. Updates, Patches, and Changes
7.1 We may provide patches, updates, upgrades, fixes, new features, balancing adjustments, content changes, or technical modifications to the Product.
7.2 Some updates may be installed automatically, particularly where necessary for security, stability, compatibility, or continued operation of the Product.
7.3 We may modify, suspend, discontinue, or remove any feature, content, functionality, online component, or support for older versions of the Product at any time, acting reasonably and subject to applicable law.
8. Intellectual Property
8.1 The Product, including its code, design, characters, animations, visual assets, text, dialogue, sound, music, logos, trademarks, artwork, interface, and all related intellectual property rights, is owned by us and/or our licensors and is protected by applicable intellectual property laws.
8.2 “Winter Panda”, “WPANDA”, associated logos, artwork, and related brand features are intellectual property owned or used by us and/or our licensors and may be protected under applicable intellectual property laws.
8.3 You must not use our name, logo, branding, screenshots, or assets for commercial purposes, misleading purposes, or in a way that suggests endorsement, sponsorship, partnership, or affiliation without our prior written consent.
9. User Content and Feedback
9.1 If the Product allows you to submit content, suggestions, bug reports, ideas, reviews, or other feedback, you warrant that you have the right to submit it and that it does not infringe any third-party rights or violate any law.
9.2 To the extent permitted by law, you grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to use, host, copy, modify, adapt, reproduce, publish, and otherwise exploit such feedback or submitted content for the purpose of operating, improving, promoting, and developing the Product.
9.3 We are not obliged to keep any feedback confidential, compensate you for feedback, or use any feedback.
10. Third-Party Software and Services
10.1 The Product may include, bundle, interact with, or rely on third-party software, libraries, runtimes, engines, storefronts, APIs, payment processors, hosting providers, analytics providers, crash reporting tools, or operating system components.
10.2 Your use of third-party components may be subject to separate licence terms, privacy terms, or notices from the relevant third party. To the extent required, those third-party terms are incorporated by reference or made available with the Product.
10.3 We are not responsible for third-party software, services, websites, or content except to the extent required by applicable law.
11. Disclaimer of Warranties
11.1 To the maximum extent permitted by law, the Product is provided on an "as is" and "as available" basis.
11.2 We do not warrant that the Product will be uninterrupted, error-free, secure, available at all times, compatible with every device or software configuration, or that defects will be corrected.
11.3 We do not warrant that the Product will meet your expectations, achieve any intended emotional, productivity, or well-being outcome, or remain available in any particular form.
11.4 Nothing in this EULA excludes, restricts, or modifies any consumer guarantee, statutory warranty, or other right that cannot lawfully be excluded, restricted, or modified under applicable law.
12. Consumer Rights and Refunds
12.1 This Product is a digital software product. Except where required by applicable law, all purchases are final and non-refundable.
12.2 If you acquire the Product through a third-party platform (including Steam), refunds, cancellations, and chargebacks are subject to that platform’s policies, which may apply in addition to this EULA.
12.3 Nothing in this EULA excludes, restricts, or limits any rights you may have under mandatory consumer protection laws in your place of residence. Where such laws apply, they may provide you with rights to a refund or other remedies that cannot be excluded.
12.4 To the maximum extent permitted by law, we are not required to provide refunds or compensation for:
(a) change of mind;
(b) subjective dissatisfaction with the Product;
(c) differences between your expectations and the Product’s features or behaviour; or
(d) failure to achieve any intended personal, emotional, or productivity outcome.
12.5 To the extent permitted by applicable law, by downloading, installing, or using the Product, you acknowledge that performance of the Product begins immediately and that any applicable withdrawal or cooling-off rights may be reduced or waived once use has commenced.
13. Limitation of Liability
13.1 To the maximum extent permitted by law, and subject to section 12, we and our affiliates, licensors, contractors, distributors, and service providers are not liable for any indirect, incidental, special, exemplary, punitive, or consequential loss, or for any loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings arising out of or in connection with the Product or this EULA.
13.2 To the maximum extent permitted by law, and subject to section 12, our aggregate liability to you for all claims arising out of or in connection with the Product or this EULA will not exceed the greater of:
(a) the total amount you paid us for the Product in the 12 months before the event giving rise to the claim; and
(b) USD $25.
13.3 Nothing in this EULA limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence where such liability cannot lawfully be excluded, or any other liability that cannot lawfully be excluded or limited.
14. Indemnity
14.1 To the maximum extent permitted by law, you agree to indemnify and hold harmless us and our affiliates, officers, employees, contractors, licensors, and service providers from and against claims, liabilities, damages, losses, and expenses (including reasonable legal costs) arising from:
(a) your breach of this EULA;
(b) your misuse of the Product;
(c) your violation of any law or the rights of a third party; or
(d) content or material you submit through the Product, if any.
14.2 This clause does not apply to the extent the claim, loss, or damage was caused by our negligence, wilful misconduct, or breach of law.
15. Term and Termination
15.1 This EULA starts when you first download, install, access, or use the Product and continues until terminated.
15.2 You may terminate this EULA at any time by uninstalling the Product and ceasing all use.
15.3 We may suspend or terminate your access to the Product, or terminate this EULA, if:
(a) you materially breach this EULA;
(b) we reasonably suspect fraud, abuse, unauthorised sharing, unlawful conduct, or security risks;
(c) we are required to do so by law; or
(d) we discontinue the Product.
15.4 On termination, the licence granted to you ends immediately and you must cease using the Product and delete or destroy all copies in your possession or control, except to the extent retention is required by law.
15.5 Sections intended by their nature to survive termination, including ownership, disclaimers, limitations of liability, indemnity, governing law, and dispute resolution, survive termination.
16. Changes to This EULA
16.1 We may amend this EULA from time to time to reflect Product changes, legal requirements, security needs, or operational updates.
16.2 If we make material changes, we will take reasonable steps to notify you, such as by posting an updated version in the Product, on our website, through the relevant storefront, or by other reasonable means.
16.3 By continuing to use the Product after an updated EULA takes effect, you agree to the revised EULA to the extent permitted by law. If you do not agree, you must stop using the Product.
17. Governing Law and Disputes
17.1 This EULA is governed by the laws of the State of Wyoming, United States, without regard to conflict of laws principles.
17.2 You and we agree that the courts located in Wyoming, United States, have jurisdiction over disputes arising out of or in connection with this EULA.
17.3 However, nothing in this EULA excludes, restricts, or limits any rights you may have under mandatory consumer protection laws in your place of residence.
17.4 Before commencing formal legal proceedings, the parties will use reasonable efforts to resolve the dispute through good faith discussions.
18. Arbitration and Class Action Waiver
18.1 Informal Resolution
Before initiating any formal dispute, you and we agree to attempt to resolve the dispute informally by providing written notice and engaging in good faith discussions for at least thirty (30) days.
18.2 Binding Arbitration
To the maximum extent permitted by applicable law, any dispute, claim, or controversy arising out
of or relating to this EULA or the Product (including non-contractual claims) shall be resolved exclusively through binding arbitration, rather than in court, except as otherwise provided in this Section.
18.3 Arbitration Procedure
Arbitration shall be administered by a recognised alternative dispute resolution provider mutually agreed by the parties. The arbitration may be conducted:
(a) in person;
(b) by telephone or video conference; or
(c) based solely on written submissions;
at the election of the party initiating the arbitration, unless otherwise required by applicable law.
The arbitrator shall have authority to award any remedies available under applicable law on an individual basis.
18.4 Individual Claims Only (Class Action Waiver)
You and we agree that all claims must be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, consolidated, representative, or collective proceeding.
You expressly waive any right to:
(a) participate in a class action;
(b) participate in a class arbitration;
(c) act as a private attorney general;
(d) bring claims in a representative capacity.
18.5 Small Claims Exception
Notwithstanding the foregoing, either party may bring an individual claim in a small claims court where jurisdiction and claim thresholds permit.
18.6 Costs and Fees
Each party shall bear its own legal costs and expenses in connection with arbitration, except where:
(a) applicable law requires otherwise; or
(b) the arbitrator determines otherwise.
18.7 Enforceability
If any provision of this Section 16 is found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force to the maximum extent permitted by law.
19. General
19.1 If any provision of this EULA is found unenforceable, the remaining provisions continue in full force to the extent permitted by law.
19.2 Our failure to enforce any provision is not a waiver of that provision or any other provision.
19.3 You may not assign, transfer, or novate this EULA without our prior written consent. We may assign or transfer this EULA as part of a restructure, sale, merger, or transfer of the Product or related business.
19.4 This EULA, together with any applicable Privacy Policy and any express written commercial terms we provide to you, constitutes the entire agreement between you and us regarding the Product.
20. Contact Details
If you have questions about this EULA, please contact:
Lavina & Tommy Inc.
Winter Desktops
support@winterdesktops.com