Effective Date: November 10th, 2020
These Terms of Services are entered into by and between you (“you”, or “your”) and Weav Technologies, Inc. (“Weav”, "we", “our” or "us"). The following terms and conditions, together with any other documents and forms that are expressly incorporated by reference (collectively, "Terms of Services"), govern your access to and use of our website at weav.co (together with any associated web pages, websites, social media pages and mobile applications of Weav, collectively, the “Site”) our online, API-based, e-commerce data integration and processing service (the “Platform”) and any related services or products provided or made available by Weav to you (collectively, the Site, the Platform and such other services and products being the “Services”), whether as a guest, a registered user or otherwise. References in these Terms of Services to “you” and “your” shall mean the individual accepting or agreeing to these Terms of Services, or accessing or using the Services, as well as the company, institution or other entity (“Subscriber Entity”), if any, that you represent or that is employing, contracting or retaining you in relation to the Services, or on whose behalf you and/or other fellow employees or contractors are using the Services hereunder. You represent, warrant and agree that you are authorized to enter into these Terms of Services on behalf of yourself and the Subscriber Entity (if any and to bind yourself and the Subscriber Entity to the terms and conditions herein. PLEASE READ THE TERMS OF SERVICES CAREFULLY BEFORE YOU ACCESS OR USE THE SERVICES. BY USING ANY OF THE SERVICES OR BY CLICKING OR SELECTING THAT YOU ACCEPT OR AGREE TO THE TERMS OF SERVICES WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICES AND OUR PRIVACY POLICY, FOUND AT https://www.weav.co/privacy AND INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF SERVICES OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE ANY OF THE SERVICES.
1. Eligibility. Eligibility to access or use our Services is offered and available to users who are 18 years of age or older. By using our Services, you represent and warrant that you are of legal age to form a binding contract with Weav. If you do not meet all of these requirements, you must not access or use our Services.
2. Changes. We may revise and update these Terms of Services from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of our Services. Your continued use of our Services following the posting of revised Terms of Services means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes.
3. Services and Orders.
(a) Portions of our Site are available to the public and you are free to access and use them without sign up or registration, subject to and in accordance with these Terms of Services. Access to and use of our Platform and certain other Services are subject to certain fees and charges as well as your sign up and registration. The amount of such fees and charges, as well as any other relevant parameters and particulars of your access to and use of, and/or your subscription to, the Platform and such other Services shall be as set forth in the order from, registration form or other ordering document provided to you by Weav or in the applicable order terms webpage or document accompanying or cross-referenced where and when you register or sign up for the Platform or other Services (any of the foregoing being an “Order”).
(b) The applicable Order(s), these Terms of Services, our Privacy Policy at https://www.weav.co/privacy, any exhibits or schedules attached to an Order or these Terms of Services, and any other documents expressly incorporated herein by reference comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms of Services and the Order, these Terms of Services shall govern. These Terms of Services prevail over any request for proposal, purchase order or similar document of yours or any general terms and conditions you submit to Weav with respect to the Services regardless whether or when submitted, and all such requests, orders, documents and terms are hereby rejected and shall have no force or effect.
4. Your Customer End Users, Customer Data and Customer Agreements. Our Platform allows you to access certain commercial transaction data and related data of and about your clients and customers (each a “Customer”). Such commercial transaction and related data, together with any additional data of or about your Customers provided to Weav by you or by the Customer shall be referred to herein as the “Customer Data”. You are solely responsible and liable for your Customers and any support, customer service, problems, claims, disputes or issues arising with respect to your Customers in connection with the Services and any products or services you provide to your Customers. Furthermore, prior to obtaining or accessing any Customer Data from or about a given Customer, or using the Platform or other Services with respect to such Customer (or to extent applicable prior to such Customer using the Services, through the use of your services or otherwise), you shall first ensure that such Customer has entered into and become bound by an agreement between you and Customer authorizing and governing access to and use of such Customer’s Customer Data and the access to and use of our Services by or for such Customer. Such Customer agreement shall specify that your Customer (i) authorizes you and any applicable e-commerce platform or other payment processing or commercial transactions platform or service from which Customer Data is obtained through the Services (each an “E-Commerce Platform”) to share and disclose such Customer’s Customer Data with and to Weav (and to you through the Services), and (ii) authorizes Weav to connect to such E-Commerce Platform for purposes of obtaining such Customer’s Customer Data and to obtain, receive, process and use such Customer’s Customer Data in order for Weav to provide the Services and conduct the related activities contemplated by these Terms of Services, and (iii) agrees to reasonable and customary restrictions, limitations and disclaimers, consistent with these Terms of Services with respect to any use by your Customer of the Services. Such Customer agreement shall also provide Customers with any notices and information, and obtain from such Customers any consents, required under applicable privacy, data security and other laws and regulations with respect to the Customer Data and for the use and provision of the Services and the Customer Data as contemplated herein (including for example and without limitation consent to use of the Customer Data as provided for in Sections 11(d) and 13(b) below). The authorizations and consents in such Customer agreement may refer more generally to “third party service providers”, “third party services” or terms of similar import rather than to Weav specifically so long as such terms would include Weav. You shall not use the Services with respect to any Customer, request, make any API calls for or initiate any processes to obtain any Customer Data of such Customer from or through the Services, or allow such Customer to access and use the Services, in all such cases unless and until such Customer agreement has been entered into and all such required consents, permissions and authorizations have been obtained from such Customer as set forth in this Section 4. Access to Customer Data for a given Customer through the Services may, in some case, require further actions or authorizations with respect to the E-Commerce Platform from which such Customer Data originates or under applicable law. In such cases, the parties shall reasonably cooperate to facilitate such actions or authorizations, but in any event, Weav shall have no obligation or liability with respect to any failure to obtain, collect or process Customer Data because such actions or authorizations are not fulfilled or because you fail to meet your obligations under this Section 4.
5. Access to and Use of the Services.
(a) Subject to and conditioned on your payment of applicable Fees (as defined below) and compliance with these Terms of Services, Weav hereby grants to you a non-exclusive, non-transferable, non-sublicenseable right during the Service Term (as defined below) to access and use the Services, solely for use by Authorized Users (as defined below) in accordance with the applicable Order and the Terms of Services herein. Such use is limited to your internal use. Weav shall provide to you the necessary passwords and network links or connections to allow you to access the Services. "Authorized User" means your employees, consultants, contractors, agents, and your Customers (i) who are authorized by you to access and use the Services under the rights granted to you pursuant to the Terms of Services (ii) who are using the Services solely on your behalf, and (iii) to the extent applicable, for whom access to the Services has been purchased hereunder.
(b) You shall not use the Services for any purposes beyond the scope of the access granted in the Terms of Services. In addition, your right to access and use the Services is further limited by, and subject to, any specific usage limitations specified in the applicable Order, if any. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, provide service bureau or similar services, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(c) Weav reserves all rights not expressly granted to you under these Terms of Services. Except for the limited rights and licenses expressly granted under these Terms of Services, nothing in these Terms of Services grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to any Weav IP. The term "Weav IP" means the Services, and any and all materials, works of authorship, know-how and other intellectual property provided or made accessible to you or any Authorized User by or for Weav in connection with the Services or these Terms of Services. For the avoidance of doubt, Weav IP does not include the Customer Data or your User Contributions (as defined below).
(d) Notwithstanding anything to the contrary in the Terms of Services, Weav may temporarily suspend yours and any Authorized User's access to any portion or all of the Services if: (i) Weav reasonably determines that (A) there is a threat or attack on any of the Weav IP; (B) yours or any Authorized User's use of the Weav IP disrupts or poses a security risk to the Services, other Weav IP or to any other customer or vendor of Weav; (C) you, or any Authorized User, is using the Services or other Weav IP for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Weav's provision of the Services to you or any Authorized User is prohibited by applicable law; (ii) any vendor of Weav or E-Commerce Platform from which Customer Data is obtained, has suspended or terminated Weav's access to or use of any third-party services or products required to enable you to access or use the Services (“Service Suspension”). Weav shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. Weav shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Weav will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.
6. Your Responsibilities.
(a) When you sign up or register with Weav for use of the Platform or related Services, you agree that all information provided to Weav relating to you will be true, accurate, current and complete. You agree to promptly update all such information whenever any of it changes. You are entirely responsible for maintaining the confidentiality of your Services account information, password, username, API key(s) (if any), or other login credentials (“Credentials”) You agree not to use the Credentials of another individual or entity when using the Services, or disclose your Credentials to, share your account with, or allow your account to be used by any other individual or entity except for your Authorized Users. You will employ all reasonable efforts and measures to keep your Credentials strictly confidential and prevent unauthorized access to and use of the Services. You agree to notify us immediately if you suspect any unauthorized use of your account or unauthorized access to your Credentials.
(b) You are solely responsible and liable for all uses of, and activities occurring under, your Credentials and account for the Services and for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Services. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Services. You shall make all Authorized Users aware of these Terms of Services as applicable to such Authorized User's use of the Services, and shall ensure that all Authorized Users comply with such provisions. Furthermore, you shall remain solely responsible and liable for any Customer Data in your possession and control and all uses thereof as well as for any other results obtained from, and all conclusions, decisions and actions based on, your access to or use of the Services.
(c) You represent and warrant to Weav that the Customer agreements and associated authorizations provided and obtained by you under Section 4 above shall be sufficient to satisfy all requirements under applicable laws (or arising from any rights of your Customers) to obtain any consents, permissions and authorizations, and to provide any notices, necessary for both you and Weav to obtain, disclose, process and use the Customer Data in the manner such Customer Data is contemplated to be obtained, disclosed, processed and used under and in accordance with these Terms of Services. You agree to comply with any of your Customer agreements and any of your applicable privacy policies to the extent related to the Customer Data, the Services or these Terms of Services.
7. Prohibited Uses.
(a) You may use the Services only for lawful purposes and in accordance with these Terms of Services. You agree not to use the Services: (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (iii) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set forth in Section 11 set out in these Terms of Services; (iv) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (v) to impersonate or attempt to impersonate the you, your employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); and (vi) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as reasonably determined by us, may harm you or users of the Services, or expose them to liability.
(b) Additionally, you agree not to: (i) use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services; (ii) use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; (iii) use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Services, without our prior written consent; (iv) use any device, software, or routine that interferes with the proper working of the Services; (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services; (vii) attack the Services via a denial-of-service attack or a distributed denial-of-service attack; and (viii) otherwise attempt to interfere with the proper working of the Services. You shall immediately notify us of any violation or attempt to violate any of the restrictions or limitations on use or access to the Fabric Enterprise System specified in these Terms of Services upon first becoming aware of such violation or attempted violation.
8. Support and Service Levels.
(a) Subject to the terms and conditions of these Terms of Services, during the Service Term, Weav shall use commercially reasonable efforts to provide you with email and messaging support for the Platform and other paid Services through designated contact individuals during Weav’s regular business hours in accordance with Weav’s standard support policies and procedures and/or as set forth in the Order. Weav shall use commercially reasonable efforts to respond to problems and errors reported by you through such channels in a manner commensurate with the severity of such problems or errors and otherwise in accordance with Weav’s standard support policies and procedures. If Weav makes generally available any updates, fixes or modifications to the Weav Platform, it shall also make them available to you as well (it being understood that Weav does not have any obligation to develop or make available any such updates, fixes or modifications in the first place). Subject to the foregoing, Weav reserves the right, in its sole discretion, at any time to modify, augment or change the Platform or any other Services at any time. All modifications, updates, fixes and additions to the Platform or other Services shall be governed by these Terms of Services and considered part of the applicable Services for all purposes hereunder.
(b) Subject to the terms and conditions of these Terms of Services, during the Service Term Weav shall use commercially reasonable efforts to make the Platform and other paid Services available for use by your Authorized Users on a regular basis, except for: (a) emergency or planned downtime, which Weav shall schedule to the extent practicable during the weekend or other off hours; (b) unavailability caused by third party service or technology providers used by Weav to provide the Services; (c) unavailability caused by circumstances beyond Weav’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, hacking or denial of service attacks; (d) unavailability caused by third party software, hardware, networks or data (including without limitation Customer Data); or (e) unavailability caused by you (such as problems with your information technology infrastructure, computers, networks, data or software or your failure to use the Services in accordance with these Terms of Services) or your breach of these Terms of Services. (any of the foregoing (a) through (g) being an “Excluded Cause”). Weav shall have no obligation or liability for (and all service level commitments, support, maintenance and related assistance with respect to the Services shall automatically exclude) any problems, failures, unavailability, errors or other issues with respect to the Services to the extent arising from any Excluded Cause.
9. Fees, Taxes, Payment and Auditing Records.
(a) You shall pay Weav the fees and other charges ("Fees") as set forth in the Order without offset or deduction. You shall make all payments hereunder in US dollars on or before the due date set forth in Order, or if no such due date is stated, within thirty (30) days of Weav’s invoice for such Fees. If you fail to make any payment when due, without limiting Weav's other rights and remedies: (i) Weav may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse Weav for all costs incurred by Weav in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 45 days or more, Weav may suspend yours and Authorized Users' access to any portion or all of the Services until such amounts are paid in full. Unless and to the extent otherwise specified in the Order, all Fees are non-refundable, non-creditable and non-cancelable.
(b) Except to the extent otherwise specified in the applicable Order, Weav may increase or change Fees for the Platform and/or other paid Services on an annual basis following the first anniversary of such Order by giving you at least 30 days’ advance notice. Such changed Fees shall automatically go into effect at the end of such 30 day period unless you terminate your Services prior to such time by written notice to Weav.
(c) All Fees and other amounts payable by you under these Terms of Services are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, or your receipt or use of the Services hereunder, other than any taxes imposed on Weav's net income.
10. Term and Termination.
(a) Term and Service Term. These Terms of Services shall become effective between you and Weav as of the date you first accept or agree to these Terms of Services (or, if earlier, the date you first access or use the Services) and shall remain in effect thereafter without expiration or termination, subject to the following. The term for which you may access or use the Platform and any other paid Services, and the term of the corresponding Order, will commence on the earlier to occur of (i) the commencement date specified in the Order, if any, (ii) the date you first accept or agree to the Order or sign up or register or pay for the corresponding Service; or (iii) the first date you access or use such Platform and/or other paid Services, and will subsequently end on the earlier to occur of (I) the expiration or termination date specified in the Order, if any, (II) non-renewal of such Services and Order in accordance with the provisions below, or (III) the termination of such Services and/or Order in accordance with the express provisions of these Terms of Services (such period from commencement to end of such Services and Order being the “Service Term”).
(b) Termination of Services. Either you or Weav may terminate the Service Term at any time upon thirty (30) days’ prior notice to the other party, which termination shall not take effect until the later of (i) the end of any then-current payment plan period, commitment period, subscription term or similar period specified in the Order, or (ii) the end of such thirty day notice period. Furthermore, and without limiting any other remedies, either Weav or you may terminate the Service Term (and the corresponding Services and Order) in the event that the other party materially breaches these Terms of Services (including upon any failure to pay Fees when due) upon ten (10) days’ prior notice, unless the other party has cured such breach before the end of such notice period.
(c) Effect of Service Termination. In the event of any termination or expiration of the Services Term and/or the Services and/or Order, your right to access and use, and Weav’s obligation to provide and support, the Platform and any other paid Services shall terminate, you shall cease using such Services, and Weav may close and terminate your Services account upon the effective date of termination. The other terms and conditions of these Terms of Services (i.e., those not relating to Fees or rights or obligations to access or use or support or provide the Platform or other Paid Services) shall survive and remain in full force and effect. In any event, termination or expiration of the Services Term, Services or Order shall not relieve either party of any obligation that has accrued or existed prior to such termination or expiration, including any obligation to pay Fees that are due or have accrued.
(d) Customer Data Retention and Deletion. For a period of thirty (30) days after the effective date of termination, Weav will make the Customer Data contained in the Platform as of such termination date available to you for access or download (without any obligation on Weav to further process such Customer Data). EXCEPT AS EXPRESSLY PROVIDED IN THE PREVIOUS SENTENCE, UPON ANY TERMINATION, CUSTOMER DATA WITHIN THE SERVICES MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law, Weav will have no obligation to (but may in its sole discretion) store, maintain, delete or destroy any Customer Data or other information stored in the Platform or Services related to your account or your prior access and use of the Services.
11. Security, Privacy and Confidential Information.
(a) Data Security and Privacy. Weav shall safeguard and protect the security of the Customer Data submitted or provided to the Platform or other Services under these Terms of Services using reasonable measures consistent with industry standards. Weav will employ appropriate, industry-standard security measures and technology to protect against unauthorized access to, or unauthorized alteration, disclosure or destruction of, such Customer Data. These shall include, at a minimum, administrative, physical, technical, and electronic measures to protect such Customer Data from unauthorized access and disclosure and to safeguard such Customer Data against loss, theft, alteration and destruction. Weav shall also comply with its published Privacy Policy with respect to the Customer Data and other applicable data and information from you. Note that some Customer Data may be protected by passwords and other Credentials possessed or maintained by you. Accordingly, the security of such Customer Data will depend upon the strength of the selected password and your ability to keep such password and other Credentials secured and confidential. Weav shall maintain reasonable records and documentation sufficient to document and record its efforts taken in compliance with the terms and conditions of this Section 11(a).
(b) Privacy Policy. All information we collect on this Services is subject to our Privacy Policy at https://www.weav.co/privacy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
(c) Confidential Information. From time to time, either party may disclose or make available to the other party non-public information about its business affairs, products, services, technology, software, confidential intellectual property, trade secrets, third-party confidential information, personal information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Except for personal information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without use of or access to the Confidential Information of disclosing party. The receiving party shall not use the Confidential Information of disclosing party except to perform its obligations and exercise its rights under these Terms of Services. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, consultants, service providers and agents who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder, provided such recipients are bound by obligations of confidentiality at least as protective as those contained herein. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making such a disclosure shall first have given prior written notice to the other party (to the extent legally permissible) and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under these Terms of Services, including to make required court filings. On the expiration or termination of the Service Term or your use of the Services, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure and non-use with regard to Confidential Information of the other party are effective as of the date such Confidential Information is first received and will expire five (5) years from such date of first disclosure; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.
(d) Aggregated Analyses. Notwithstanding anything to the contrary in these Terms of Services, Weav may monitor your use of the Services and collect, generate and compile Aggregated Analyses (as defined below). As between Weav and you, all right, title, and interest in Aggregated Analyses, and all intellectual property rights therein, belong to and are retained solely by Weav and such Aggregated Analyses shall not be part of the Customer Data or User Contributions hereunder. The term "Aggregated Analyses" means aggregated and anonymized data, statistics, insights, analyses and information generated, compiled or recorded by Weav based on usage of the Services by you and Authorized Users, including for example and without limitation anonymized analyses of (and insights derived from) aggregated Customer Data and statistical and performance information regarding the provision and operation of the Services. You agree that Weav may use and disclose Aggregated Analyses in any manner consistent with Weav’s Privacy Policy and applicable law; provided that such Aggregated Analyses do not identify you, any Authorized Users or Customers and do not disclose any personally identifying information or your Confidential Information.
(e) Your Compliance with Laws; Fair Credit Reporting Act and Privacy Law. Your access and use of the Services shall comply at all times and in all respects with all applicable local, state, and federal laws, statutes, orders (including executive orders), rules, provisions, regulations, ordinances, standards, treaties, directives and other guidelines. Without limitation, you shall comply with the federal Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq., and analogous state law, as well as all regulations and administrative requirements thereunder, in each case to the extent applicable. You shall use and disclose Customer Data in compliance with, and only for purposes authorized by, applicable Customer consents and authorizations, Customer agreements, applicable website rules, terms and conditions, your privacy policy and applicable law. Each party understands that its creation, collection, receipt, access, use, storage, disposal, and disclosure of personal information will comply with all applicable laws including state, federal and foreign privacy and data protection laws. You shall promptly notify us if any Customer terminates its account with you or otherwise terminates its use of your services or applications that involve our Services, or otherwise revokes such Customer’s consent or authorization for obtaining or retrieving the Customer Data from any E-Commerce Platform, or otherwise requests any removal, correction, deletion, or inspection of any Customer Data.
12. User Contributions; Monitoring and Enforcement.
(a) In connection with your use of the Site or other Services, you may provide, post, submit, publish, display, or transmit (hereinafter, "submit") data, information, text, files, content or materials (collectively, but excluding for the avoidance of doubt any Customer Data, "User Contributions") on or through the Services. All User Contributions must comply with the Content Standards set out in Section 11.
(b) Any User Contribution you submit to any publicly accessible portions of the Site or other parts of the Services that are accessible to the public or other third party users, clients or customers, if any (e.g., message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features, if any) will be considered non-confidential and non-proprietary. By submitting any User Contribution to any such public or third party accessible portion of the Site or the Services, you grant us and our affiliates and service providers, and to other third party users, clients and customers, and each of their and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such User Contributions.
(c) You represent and warrant that: (i) you own or control all rights in and to the User Contributions and have obtained all necessary authorizations, licenses and consents, to submit the User Contributions and for Weav to use such User Contributions in accordance with these Terms of Services; (ii) all of your User Contributions do and will comply with these Terms of Services; and (iii) you understand and acknowledge that you are solely responsible for any User Contributions you submit, and you have full responsibility and liability for such User Contributions, including its legality, reliability, accuracy, and appropriateness.
(d) The following content standards for your User Contributions shall apply. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not: (i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Services and our Privacy Policy; (v) be likely to deceive any person; (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act; (vii) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (ix) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; and (x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
(e) We may and have the right to: (i) remove, delete or refuse to post or display any User Contributions for any or no reason in our sole discretion; (ii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; and (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS WEAV AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY WEAV DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
13. Intellectual Property Ownership; Feedback.
(a) You acknowledge that, as between you and Weav, Weav owns all right, title, and interest, including all intellectual property rights, in and to the Services and other Weav IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. The term, "Third-Party Products" means any third-party products, if any, described in the Order provided with or incorporated into the Services.
(b) All Customer Data is and shall remain the property of the Customer, you and/or the third party E-Commerce Platform form where it originated, as provided in, and in accordance with, the applicable policies, terms and conditions of you and such E-Commerce Platform, any applicable agreements with Customers, and applicable laws. Weav shall acquire no rights therein, except for the limited right to use such Customer Data hereunder in accordance with these Terms of Services. You hereby authorize and agree that Weav may (and to the extent applicable, hereby grant Weav a license to) use the Customer Data to provide, perform, operate, maintain, improve, modify and administer the Platform and other Services, and to otherwise perform Weav’s obligations under these Terms of Services. For the avoidance of doubt, using Customer Data to improve and modify the Platform and other Services includes the right to train Weav’s machine learning models and to generate or improve algorithms or software code.
(c) Weav acknowledges that, as between Weav and you, you own all right, title, and interest, including all intellectual property rights, in and to any User Contributions. You hereby grant to Weav a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Contributions to provide, perform, operate, maintain, improve, modify and administer the Services, and to otherwise perform Weav’s obligations under these Terms of Services.
(d) If you or any of your Authorized Users, employees or contractors provides, sends or transmits to Weav any suggestions, recommendations or changes to the Services or other Weav IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, "Feedback"), Weav is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You automatically hereby grant to Weav a royalty-free, worldwide, irrevocable, unlimited, perpetual, sublicensable license to use such Feedback and any intellectual property rights therein or thereto for any purpose, including without limitation to incorporate any such Feedback into the Services. Weav is not required to use any Feedback.
14. E-Commerce Platform Terms; Links to Third Parties. Certain E-Commerce Platforms from which the Customer Data is obtained, may impose certain terms and conditions on such Customer Data and/or the recipients of such Customer Data beyond those set forth in these Terms of Services. To the extent any such terms and conditions are imposed directly on you in the Customer agreement or in any agreement or arrangement between you and such E-Commerce Platform, you agree to fully comply therewith. To the extent we notify you (within the Services or by separate notice) of any such terms and conditions that apply to you as a result of our agreements or arrangements with any such E-Commerce Platform in connection with your use of the Services, you agree to comply with such terms and conditions. If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
15. No Warranty and Disclaimer.
(a) YOUR USE OF THE SITE, ITS CONTENT, THE SERVICES, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, THE SERVICES, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WEAV NOR ANY PERSON ASSOCIATED WITH WEAV MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER WEAV NOR ANYONE ASSOCIATED WITH WEAV REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, THE SERVICES, OR ANY SERVICES, INFORMATION OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES, THE FILES OR INFORMATION THEREFROM, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, THE SERVICES, ANY SERVICES, INFORMATION, CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
(b) TO THE FULLEST EXTENT PROVIDED BY LAW, WEAV HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
(c) No Reliance on Information Posted. The information and materials (including any third party user provided information or content) presented on or through the Site or publicly or third party accessible portions of the Services are made available solely for general information purposes and your convenience. We do not warrant the accuracy, completeness, or usefulness of this information and materials. Any reliance you place on such information and materials is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
16. Indemnification. You agree to defend, indemnify, and hold harmless Weav, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Services or your use of the Services, including, but not limited to, your User Contributions, any use of the Services’ content, services, and products other than as expressly authorized in these Terms of Services, your violation of applicable laws, agreements or policies, any claims made by your Customers, or your use of any information obtained from the Services.
17. Limitations of Liability. IN NO EVENT WILL WEAV BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WEAV WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL WEAV'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF $1,000 OR THE TOTAL AMOUNTS PAID OR PAYABLE TO WEAV UNDER THESE TERMS OF SERVICES DURING THE TWELVE MONTHS PRECEDING THE DATE WHEN THE CLAIM FOR SUCH DAMAGES AROSE.
18. Arbitration. At Weav's sole discretion, we may require you to submit any disputes with Weav arising from the Services or these Terms of Services, including any disputes, claims or allegations arising from or concerning your use of the Services or their interpretation, violation, invalidity, non-performance, or termination of these Terms of Services, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law. Such arbitration shall take place in New York City, New York. You hereby agree and consent to such arbitration if Weav so requests. Notwithstanding the foregoing, neither party is precluded from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. In addition, Weav may seek injunctive or other equitable relief to protect its trade secrets and intellectual property rights or to prevent loss or damage to its Services in any court with competent jurisdiction. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST WEAV ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR GROUP LITIGATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT YOU ARE (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (B) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (C) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES. These Terms of Services evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
19. Miscellaneous.
(a) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses (i) set forth on the Site, within the Services or in the Order with respect to Weav, and (ii) provided by you upon registration or sign up or otherwise in the Order with respect to you (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email, or certified or registered mail (confirm receipt requested, postage pre-paid).
(b) Force Majeure. In no event shall Weav be liable to you, or be deemed to have breached these Terms of Services, for any failure or delay in performing its obligations under these Terms of Services, if and to the extent such failure or delay is caused by any circumstances beyond Weav's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including without limitation imposing an embargo.
(c) Waiver and Severability. No failure or delay by Weav or you in asserting or enforcing any right, remedy or provision under these Terms of Services shall constitute a waiver of such right, remedy or provision and all waivers must be in writing signed by the waiving party to be effective. No waiver by a party of any term or condition set out in these Terms of Services shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. If any provision of these Terms of Services is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent required to become valid, legal and enforceable, and in any event the remaining provisions of these Terms of Services will continue in full force and effect.
(d) Governing Law; Submission to Jurisdiction. These Terms of Services are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any dispute, claim or controversy with respect to the Services or these Terms of Service will be adjudicated exclusively in any state or federal court located in the State of Delaware or New York City, New York, subject to the arbitration provisions above. You hereby consent to the exclusive jurisdiction and venue in the State of Delaware or New York City, New York, and waiver any objection to such jurisdiction or venue.
(e) Independent Contractors. You and Weav are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Nothing in these Terms of Services shall create a partnership, joint venture, agency, franchise, employer-employee or similar relationship between the parties.
(f) Assignment. You may not and will not assign these Terms of Services without Weav’s prior written consent. Weav may freely assign these Terms of Services without consent to an affiliate or in connection with the merger, acquisition, reorganization or sale of Weav or all or substantially all the assets of Weav to which these Terms of Services or the Services relate. Any assignment or transfer of these Terms of Services in violation of this Section will be null and void. Subject to the foregoing, these Terms of Services will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
20. Your Comments and Concerns. This website is operated by Weav with an address at 245 8th Ave, #1006, New York, NY 10011. All other feedback, comments, requests for technical support, and other communications relating to this website should be directed to: support@weav.co or you may call us at: +1 415 800 4179.
