These Terms of Service ("Terms") form a legally binding agreement between you ("you," "Client," or "User") and Uncommon Trade Inc., a California corporation doing business as "WNDRSOFT" ("WNDRSoft," "we," "us," or "our") and govern your access to and use of https://www.wndrsoft.com (the "Site"), our paid Audits, our paid Implementation services, and any related deliverables, content, or communications (collectively, the "Services").
If you do not agree to these Terms, do not use the Site or purchase any Services.
You accept these Terms in any of the following ways, each of which forms a binding contract:
Acceptance is logged with timestamp, IP address, and the version of these Terms in effect at the time. The version you accepted governs your engagement, even if these Terms are later updated.
You confirm that you are at least 18 years old, have legal authority to bind yourself or the entity you represent, and that all information you provide is accurate.
WNDRSoft offers two categories of paid Services:
2.1 Audit. A diagnostic engagement in which WNDRSoft reviews information you provide about your business operations and delivers a written assessment, recommendations, and a prioritized action plan. The scope, deliverables, timeline, and fee for an Audit are set out at the point of purchase (in the booking flow, payment page, or written confirmation).
2.2 Implementation. Optional follow-on services in which WNDRSoft executes some or all of the recommendations from an Audit (or other agreed scope). Implementation engagements are documented in a separate written Service Order (which may be electronic) that references these Terms and sets out the specific scope, deliverables, fees, and timeline. These Terms govern every Service Order unless the Service Order expressly modifies them in writing.
The Site itself is informational. Nothing on the Site constitutes a binding offer, professional advice, legal advice, financial advice, tax advice, or a guarantee of any business outcome.
Audits and Implementations involve diagnostic analysis, recommendations, and execution support. Outcomes depend on factors outside our control, including your business decisions, your team's execution, market conditions, personnel, and existing systems. WNDRSoft makes no representation, warranty, or guarantee of revenue, savings, profit, efficiency gains, return on investment, or any other business result.
This Section 3 applies equally to Audit findings and recommendations and to any Implementation work, and applies regardless of whether you follow, partially follow, modify, or ignore any deliverable or recommendation. You alone are responsible for evaluating, validating, selecting, and acting on any deliverable or recommendation, and for any business, financial, operational, legal, tax, or other consequences of doing so or of choosing not to do so.
To deliver the Services, you agree to:
Delays caused by you (e.g., late information, missed calls, slow approvals) do not reduce fees and may extend timelines.
5.1 Fees. Fees for each Service are stated at the point of purchase (booking page, Stripe checkout, or Service Order). All fees are in U.S. dollars unless otherwise stated and are exclusive of taxes. We may change our fees at any time and without notice. A fee change applies only to bookings or Service Orders accepted after the change is published; the fee in effect at the time of your booking or acceptance governs that engagement.
5.2 Payment. Payment is processed by our third-party payment processor (currently Stripe). By submitting payment, you represent that you are authorized to use the payment method. WNDRSoft does not receive or store full credit card or bank account numbers.
5.3 When Payment Is Due. Audit fees are due in full at the time of booking unless otherwise agreed. Implementation fees follow the schedule set out in the applicable Service Order. Invoices, where used, are due within fifteen (15) days of issue.
5.4 Late Payment. Past due amounts accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower). We may suspend or terminate Services for non-payment.
5.5 Taxes. You are responsible for all sales, use, VAT, GST, or similar taxes (excluding our income tax) applicable to fees paid.
6.1 Audit Cancellation. You may cancel a booked Audit and receive a full refund (less any non-recoverable payment processing fees) if you cancel at least 24 hours before the scheduled Audit kickoff time shown in your booking confirmation.
6.2 No Refund After Kickoff. Once the Audit kickoff occurs (the start of the booked session) or work otherwise commences, all fees are non-refundable, regardless of whether you choose to act on the deliverable.
6.3 No-Shows. Failure to attend a scheduled Audit kickoff without cancellation is treated as a no-show, and fees are non-refundable. We may, at our discretion, allow one rescheduled session.
6.4 Implementation. Refund and cancellation terms for Implementation engagements are governed by the applicable Service Order. Absent a Service Order term, fees paid for completed work or work in progress are non-refundable.
6.5 Chargebacks. Initiating a chargeback for properly delivered Services without first contacting us in good faith to resolve a concern is a material breach of these Terms.
The Services delivered are limited to those set out at the point of purchase (for Audits) or in the Service Order (for Implementations). Anything outside that scope is out of scope. If you want additional work, we'll agree on a written change order (email is sufficient) that sets out the additional scope, fee, and timeline before that work starts.
8.1 WNDRSoft IP. WNDRSoft owns all right, title, and interest in its methodologies, frameworks, audit templates, scoring systems, software, processes, know-how, training materials, and any tools, code, or assets developed or used in delivering the Services, including any improvements made during an engagement (collectively, "WNDRSoft IP"). Nothing in these Terms transfers ownership of WNDRSoft IP to you.
8.2 Deliverables. Subject to your full payment of all fees, WNDRSoft grants you a non-exclusive, non-transferable, worldwide, perpetual license to use the Audit report, recommendations, and other tangible deliverables provided to you ("Deliverables") for your internal business purposes only. You may not resell, sublicense, redistribute, or use Deliverables to create competing products or services.
8.3 Site Content. All content on the Site is owned by or licensed to WNDRSoft. You may not copy, reproduce, scrape, distribute, or create derivative works without our prior written consent.
8.4 Feedback. Any feedback, suggestions, or ideas you provide may be used by WNDRSoft without restriction or compensation.
8.5 Anonymized Insights. WNDRSoft may use anonymized and aggregated information learned during an engagement (data that does not identify you or any individual) to improve its methodologies and Services.
Each party agrees to keep the other's non-public information confidential, use it only to perform or receive the Services, and protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care).
Confidential information does not include information that is publicly available without breach, already known, independently developed, or rightfully received from a third party.
This obligation survives for three (3) years after the engagement ends, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
If a separate Non-Disclosure Agreement is executed, it controls over this Section 9 to the extent of any conflict.
Our handling of personal data is described in the Privacy Policy, which is incorporated into these Terms by reference. Where you share personal data of third parties (e.g., your employees or customers) with us during an engagement, you confirm you have the legal right and any required consent to do so. Where required by law (e.g., GDPR Article 28), the parties will execute a Data Processing Addendum.
You agree not to:
We may suspend or terminate access for violation of this section without notice and without refund.
The Site, Services, and Deliverables are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, WNDRSoft disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, and uninterrupted operation.
We do not warrant that the Site will be error-free or secure, or that recommendations, audits, or deliverables will produce any specific business result.
To the maximum extent permitted by law:
(a) WNDRSoft, its officers, directors, employees, contractors, subcontractors, and affiliates shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, lost data, loss of goodwill, or business interruption, arising out of or relating to the Site, Services, or these Terms, even if advised of the possibility of such damages.
(b) WNDRSoft's total cumulative liability arising out of or relating to these Terms, the Site, or any Services shall not exceed the greater of (i) the total fees you paid to WNDRSoft for the specific Service giving rise to the claim in the three (3) months preceding the event, or (ii) one hundred U.S. dollars ($100).
(c) These limitations apply regardless of the theory of liability (contract, tort, statute, or otherwise), apply to your use of free features of the Site, and survive termination.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, the above limitations apply to the maximum extent permitted by law.
You agree to indemnify, defend, and hold harmless WNDRSoft and its officers, directors, employees, contractors, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or Services; (b) your violation of these Terms; (c) your violation of any law or third-party right; (d) the accuracy, legality, or completeness of any data, content, or information you provide; or (e) your business decisions or actions taken in response to any Deliverable or recommendation.
The Site and Services rely on third-party platforms, including Cal.com (booking), Stripe (payments), and other tools. WNDRSoft is not responsible for the content, accuracy, security, availability, or practices of any third party. Use of third-party services is governed by their own terms.
These Terms apply from your first acceptance and continue until terminated. We may suspend or terminate your access to the Site or any Service at any time for material breach, non-payment, or as otherwise permitted under these Terms. Sections that by their nature should survive (including Sections 5, 6, 8, 9, 10, 12, 13, 14, 17, 18, and 19) survive termination.
These Terms are governed by the laws of the State of California, United States, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.1 Informal Resolution. Before filing any claim, you agree to contact us at info@wndrsoft.com and attempt to resolve the dispute informally for at least sixty (60) days.
18.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally shall be resolved by binding arbitration administered by JAMS or the American Arbitration Association under their applicable rules. Arbitration shall take place in Los Angeles, California, or by remote hearing where permitted, and the arbitrator's decision is final and binding. Each party bears its own costs unless the arbitrator decides otherwise.
18.3 Class Action Waiver. You agree to resolve disputes only on an individual basis and waive any right to bring or participate in any class, collective, or representative action.
18.4 Exception. Either party may seek injunctive or equitable relief in court for intellectual property infringement or breach of confidentiality without first proceeding to arbitration.
19.1 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, internet or utility outages, or labor disputes.
19.2 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely.
19.3 Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
19.4 Waiver. No waiver is effective unless in writing. No waiver of any breach is a waiver of any future breach.
19.5 Notices. Notices to WNDRSoft must be sent to info@wndrsoft.com. Notices to you may be sent to the email address associated with your booking or account.
19.6 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.
19.7 Updates to These Terms. We may update these Terms by posting a new version on the Site with a new "Last Updated" date and version number. The version in effect when you accepted (or last accepted) governs your engagement. We will not retroactively change material terms for engagements already paid for.
19.8 Entire Agreement. These Terms, together with the Privacy Policy, any Service Order, and any other document expressly incorporated, constitute the entire agreement between you and WNDRSoft regarding the Site and Services and supersede all prior or contemporaneous agreements.
20.1 Authorization to Record and Analyze. Audits and Implementations may include phone calls, video calls, voice agent interactions, screen sharing, or other live conversations. By participating in any such interaction, you and your authorized representatives expressly authorize WNDRSoft and its service providers to record, transcribe, summarize, store, and analyze the interaction (including audio, video, transcripts, screen content, and metadata) for the purpose of delivering the Services, quality assurance, training, security, dispute resolution, and service improvement. This authorization is intended to satisfy the all-party consent requirement of California Penal Code § 632 and similar laws in other jurisdictions.
20.2 Third-Party Participants. If you invite or include any third party (such as your employees, contractors, customers, or vendors) in a call or session, you are responsible for ensuring that party has been notified of recording and has provided any consent required by applicable law before participating.
20.3 AI-Assisted Delivery. WNDRSoft uses third-party artificial intelligence and large language model tools (including transcription, summarization, analysis, and generative AI services) in the delivery of Audits and Implementations. By engaging WNDRSoft, you acknowledge and agree that information you share, including Client Data and conversation content, may be processed by such tools, subject to confidentiality obligations and the Privacy Policy.
20.4 De-Identified and Aggregated Data. WNDRSoft may use anonymized and aggregated information derived from Audit findings, Implementation outcomes, recordings, transcripts, and engagement metadata (data that does not identify you or any individual) to improve its methodologies, train its internal tools, and develop its Services. Anonymized and aggregated data is not Confidential Information.
20.5 SMS and Email Communications. By providing your phone number or email and accepting these Terms, you consent to receive transactional and service-related messages from WNDRSoft and our booking platform (currently Cal.com), including booking confirmations, reminders, follow-ups, and engagement-related updates. SMS message frequency varies. Standard message and data rates may apply per your mobile carrier. You may reply STOP to opt out of SMS messages or HELP for assistance, and you may unsubscribe from marketing emails at any time. Opting out of transactional messages may impact our ability to deliver the Services. Consent to receive SMS is not a condition of purchase. Mobile opt-in data and phone numbers will not be shared with or sold to third parties for marketing purposes.
Uncommon Trade Inc., doing business as WNDRSOFT
2554 Lincoln Blvd #405, Venice, CA 90291
Email: info@wndrsoft.com
Website: https://www.wndrsoft.com