Effective Date: June 19, 2026

This End-User License Agreement ("EULA" or "Agreement") is a legally binding contract between you, either as an individual or as an authorized representative of a business entity ("Licensee," "you," or "your"), and Winding LLC ("Winding," "Company," "we," "us," or "our").

By clicking "I Agree," creating an account, accessing, or using the Winding software platform and associated services (collectively, the "Software"), you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree, do not access or use the Software.

1. Company Information

Winding LLC
14040 Hart St
Oak Park, MI 48237
Email: support@getwinding.com

2. License Grant

Subject to your compliance with this Agreement and timely payment of all applicable fees, Winding grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

  • Access and use the Software solely for your internal business operations as a jewelry or watch repair shop, retailer, or related business; and
  • Use the Software through a supported web browser or authorized interface.

This license does not include any right to modify, copy, distribute, sell, sublicense, or create derivative works of the Software.

3. Subscription and Access

Access to the Software is provided on a subscription basis. Your subscription:

  • Begins on the date your account is activated;
  • Continues for the subscription period selected at sign-up;
  • Automatically renews unless cancelled before the renewal date in accordance with the cancellation procedures set forth in your account settings or by contacting support@getwinding.com;
  • May be modified by Winding upon reasonable notice.

Free trial periods, if offered, are subject to the terms specified at the time of registration.

4. Restrictions

You shall not, and shall not permit any third party to:

  • Copy, modify, adapt, translate, or create derivative works of the Software;
  • Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Software;
  • Rent, lease, lend, sell, resell, sublicense, assign, or otherwise transfer access to the Software;
  • Use the Software to build a competing product or service;
  • Remove, obscure, or alter any proprietary notices, labels, or marks on the Software;
  • Use the Software for any unlawful purpose or in violation of any applicable law or regulation;
  • Transmit any malicious code, viruses, or harmful data through the Software;
  • Circumvent or attempt to circumvent any security or access controls of the Software;
  • Use automated means (bots, scrapers, crawlers) to access or interact with the Software without prior written consent.

5. User Accounts and Credentials

You are responsible for:

  • Maintaining the confidentiality of all account credentials;
  • All activities that occur under your account;
  • Notifying Winding immediately of any unauthorized use of your account at support@getwinding.com.

Winding reserves the right to suspend accounts that show signs of unauthorized access or misuse.

6. Your Data

A. Ownership

You retain all right, title, and interest in and to the data, records, and content you input into the Software ("Your Data"). Winding does not claim ownership of Your Data.

B. License to Winding

You grant Winding a limited, non-exclusive, worldwide license to host, store, transmit, and process Your Data solely to the extent necessary to provide and improve the Software and in accordance with our Privacy Policy.

C. Data Accuracy

You are solely responsible for the accuracy, quality, integrity, and legality of Your Data. Winding is not responsible for errors or losses resulting from inaccurate or incomplete data you provide.

D. Data Export and Deletion

Upon termination of your subscription, you may request an export of Your Data within thirty (30) days of termination. After that period, Winding may delete Your Data from its systems, subject to applicable legal retention requirements.

7. Fees and Payment

  • All fees are stated in U.S. dollars and are due in advance of each subscription period.
  • Fees are non-refundable except as expressly required by applicable law or as stated in a separate refund policy.
  • Winding reserves the right to modify pricing upon at least thirty (30) days' prior notice. Continued use after the effective date of a price change constitutes acceptance.
  • In the event of non-payment, Winding may suspend or terminate your access without further notice.

8. Third-Party Integrations

The Software may integrate with third-party services (including but not limited to QuickBooks, Stripe, SendGrid, and others). Your use of such integrations is subject to the applicable third-party terms and privacy policies. Winding is not responsible for the availability, accuracy, or conduct of third-party services.

9. Intellectual Property

The Software, including all content, features, design, code, trademarks, logos, and materials, is and remains the exclusive property of Winding LLC or its licensors. Nothing in this Agreement transfers any ownership rights to you. All rights not expressly granted are reserved.

10. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This obligation survives termination of this Agreement for a period of three (3) years.

11. Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WINDING EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

  • IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
  • WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS;
  • WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SOFTWARE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • WINDING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES;
  • WINDING'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:
    • ONE HUNDRED U.S. DOLLARS ($100.00), OR
    • THE TOTAL FEES PAID BY YOU TO WINDING IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Some jurisdictions do not allow certain limitations of liability. In such cases, the above limitations apply to the fullest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Winding LLC and its officers, members, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of or access to the Software;
  • Your violation of this Agreement or any applicable law;
  • Your Data, including any claim that Your Data infringes the rights of a third party;
  • Any dispute between you and a third party in connection with your use of the Software.

14. Term and Termination

A. Term

This Agreement begins on the date you first access the Software and continues until your subscription is terminated.

B. Termination by You

You may terminate your subscription at any time by cancelling through your account settings or by contacting support@getwinding.com. Termination takes effect at the end of the current billing period; no pro-rata refunds are provided.

C. Termination by Winding

Winding may suspend or terminate your access immediately, with or without notice, if:

  • You materially breach this Agreement;
  • You fail to pay any fees when due;
  • Continued access poses a risk to the Software, other users, or Winding.

D. Effect of Termination

Upon termination:

  • Your license to use the Software immediately ceases;
  • You must cease all use and access;
  • Sections 4, 9, 10, 11, 12, 13, and 15 survive termination.

15. Governing Law and Dispute Resolution

A. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict-of-law provisions.

B. Venue

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Michigan. Both parties consent to the personal jurisdiction of such courts.

C. Informal Resolution

Before initiating formal legal proceedings, both parties agree to attempt in good faith to resolve any dispute through direct negotiation for at least thirty (30) days after providing written notice of the dispute.

16. General Provisions

A. Entire Agreement

This Agreement, together with the Privacy Policy and Terms of Service, constitutes the entire agreement between you and Winding regarding the Software and supersedes all prior or contemporaneous agreements.

B. Amendments

Winding reserves the right to modify this Agreement at any time. Updated versions will be posted at getwinding.com/eula with a revised effective date. Continued use after the effective date constitutes acceptance.

C. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

D. No Waiver

Failure by Winding to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

E. Assignment

You may not assign or transfer this Agreement or any rights hereunder without Winding's prior written consent. Winding may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

F. Force Majeure

Winding shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet outages, or third-party service failures.

17. Contact Information

Questions or concerns about this Agreement may be directed to:

Winding LLC
14040 Hart St
Oak Park, MI 48237
Email: support@getwinding.com