Last Updated October 19, 2018.
BY ACCESSING OR USING THE HOSTED SOLUTION IN ANY WAY, INCLUDING, BUT NOT LIMITED TO PURCHASING SUBSCRIPTIONS, CREATING OR ACCESSING AN ACCOUNT, OR ACCESSING ANY INFORMATION PROVIDED ON THE HOSTED SOLUTION, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR — USE THE HOSTED SOLUTION. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT AND AUTHORITY TO AGREE TO THESE TERMS.
NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS OR ON THE SERVICE TO THE CONTRARY, THE HOSTED SOLUTION IS PROVIDED WITHOUT ANY WARRANTY AND SUBJECT TO LIMITATIONS ON OUR LIABILITY. THESE TERMS ARE CONTAINED IN SECTIONS 9 AND 10 BELOW.
We may revise these Terms at any time. The “Last Updated” date at the top of these Terms reflects the date of the most recent revisions. You are responsible for regularly reviewing the Terms. Your continued access and/or use of the Hosted Solution after we post any revised Terms constitutes your agreement to any such revised Terms.
All inquiries may be directed to:
6166 N. Scottsdale Road, C-4003
Scottsdale, AZ 85253
General Terms & Restrictions of Use
Use of Hosted Solution. Subject to the limitations contained in these Terms, you may access and use the Hosted Solution solely as expressly authorized by these Terms or in writing by Weave. You agree not to access or use the Hosted Solution for any other purpose, including without limitation, any purpose that is prohibited by these Terms or by the law of any relevant jurisdiction. You further agree to comply with all applicable U.S. and international laws, statutes, ordinances, regulations, contracts, and applicable licenses regarding your use of the Hosted Solution. You agree that (a) if your authorization to access the Hosted Solution is terminated, you will not thereafter access, or attempt to access, the Hosted Solution, directly or indirectly, and (b) if your authorization to access the Hosted Solution is suspended, you will not thereafter access, or attempt to access, the Hosted Solution directly or indirectly, until your suspension is removed and we provide you express notice thereof. You are solely responsible for all uses of the Hosted Solution by you.
Restrictions on Use of Hosted Solution. You are not authorized to alter, modify, or create derivative works of any such content without first receiving our express written permission. You further agree not to (a) use any of our trademarks as metatags on other software or services; (b) use the Hosted Solution in any manner that is illegal or impairs the operation of the Hosted Solution or its availability to or use by others; and/or (c) use or access, or attempt to use or access, any portion of the Hosted Solution for which registration is required unless you are a Registered User (as defined in Section 3 below) without first obtaining our express written permission to do so. You further agree not to decompile, reverse engineer, or disassemble any software or other products or processes accessible through or incorporated into the Hosted Solution, and not to insert any code or product or manipulate the Hosted Solution in any way that affects the user’s experience, including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Hosted Solution. You may not use this Hosted Solution in any manner that could damage, disable, overburden, or impair the Hosted Solution or interfere with any other party’s use and enjoyment of the Hosted Solution or any of Weave’s products, software or services. You further agree not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any other data gathering or extraction method in connection with your use of the Hosted Solution except for customary search engines used in accordance with automated instructions directed to search engines and available on the Hosted Solution. You are solely responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, electrical, and other physical requirements necessary for your access to and use of our Hosted Solution.
Weave may discontinue or alter any aspect of our Hosted Solution, remove Content from our Hosted Solution, restrict the time our Hosted Solution is available, or restrict the amount of use permitted at Weave’s sole discretion without prior notice or liability. You agree that Weave may, under certain circumstances, immediately suspend and/or terminate your access to our Hosted Solution. You further agree that such measures shall be taken at Weave’s sole discretion without liability to you or any third party.
You acknowledge that our Hosted Solution contains information, software, photographs, video, text, graphics, music, sounds, or other materials provided by Weave or third parties (defined collectively as “Content”), some of which are protected by copyrights, trademarks, trade secrets, or other proprietary rights (the “Protected Content”), and that these rights are valid and protected in all forms.
Trademarks. The Weave names and logos, and all related products, software and services, design marks, slogans, and trade dress are the trademarks, service marks, and/or registered trademarks of Weave. The Weave names and logos and other trademarks, trade names, and trade dress owned by Weave may not be used in any commercial manner without the prior written permission of Weave or as expressly provided in these Terms. In addition, all page headers, custom graphics, button icons, and scripts are services marks, trademarks, and/or trade dress of Weave or its licensors and may not be copied, distributed, imitated, posted, framed-in, or used, in whole or in part, without our prior written permission.
All other trademarks and service marks contained in the Hosted Solution are the trademarks of their respective owners.
User Content. The Content posted by users on our Hosted Solution (“User Content”) is the intellectual property of the specific users of our Hosted Solution who post such User Content and their licensors, if any. Weave does not claim any ownership rights in such User Content.By posting User Content on our Hosted Solution, you hereby grant Weave a limited, transferable, non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense, and create derivative works from and compilations incorporating such User Content.
The Hosted Solutions require you to register an account. In the event that you choose to register an account, you agree to provide Weave with current, complete, and accurate information as prompted during the registration process and you agree to regularly update this information to maintain its accuracy and completeness. You further agree to use the Hosted Solution only for legitimate and legal purposes. Upon successful completion of the registration process and selection of a unique username and password, you are deemed a “Registered User”. You agree not to obtain or attempt to obtain unauthorized access to such parts of or features on our Hosted Solution, or to any other protected materials or information, through any means not intentionally made available to you by Weave.
You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify Weave in the event your registration information changes, you learn of or have reason to suspect any unauthorized use of your account or any other breach of security, or you believe that your username and password may have been compromised. Weave will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Products and services provided to you through our Hosted Solution may involve the electronic transmission, including via any email address that you provide to us, of information that you deem to be personal financial information or promotional or marketing materials. You consent to the electronic transmission of such information.
Weave may refuse to approve a particular username selected by you for any reason, including without limitation, in the event Weave determines such username impersonates someone else, is protected by trademark or other proprietary law, or is vulgar or otherwise offensive.
Links to Third-Parties
Our Hosted Solution may provide, or third-parties may provide, links to other Hosted Solutions or resources on the Internet. Weave has no control over such Hosted Solutions or resources, and you acknowledge and agree that Weave is not responsible for the availability, accessibility, or accuracy of such external Hosted Solutions or resources, and that Weave does not endorse and is not responsible or liable for any content from such Hosted Solutions or resources. You further acknowledge and agree that Weave shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such Hosted Solution or resource. The provision of such links does not imply any sponsorship, affiliation, relation or endorsement of the Hosted Solutions, the content thereof, and/or their respective owners or operators.
You hereby represent and warrant that:
- You are over the age of 18, are an emancipated minor under the laws of your state of domicile and/or residence, or otherwise have the power and authority to enter into and perform your obligations under these Terms;
- All information provided by you to Weave is truthful, accurate, and complete and that you will maintain the accuracy and completeness of that information by regularly updating Weave as to any changes, including, without limitation, to your legal name, address, email address and any other information that Weave may reasonably require;
- You are an authorized signatory of the credit or debit card, or other method of payment, that you provide to Weave or its third-party payment processor to pay the purchase price and any applicable fees or taxes related to your purchases of products and/or services via our Hosted Solution;
- You will comply with these Terms and all other agreements and terms related to your use of our Hosted Solution;
- You will immediately notify Weave should you learn or suspect that your registration information, username, or password has been disclosed or otherwise made known to any other person.
In the event that you post any User Content via our Hosted Solution, you hereby make the following additional representations and warranties to Weave:
- You are the owner of such User Content or otherwise have the right to grant Weave the licenses granted pursuant to these Terms;
- You have secured any and all consents necessary to post the User Content and to grant the forgoing licenses;
the User Content does not violate the rights of any third-party;
the use of any User Content will not result in harm or personal injury to any third-party;
- The use of any User Content by Weave pursuant to these Terms will not violate the intellectual property rights of any third party; and
all factual information contained in the User Content is true and accurate.
Weave Intellectual Property
All trademarks, service marks, and logos appearing on this Hosted Solution are the exclusive property of their respective owners. The trademarks, service marks, logos, trade dress, and other graphics that are owned by Weave may not be used without the prior express written permission of Weave.
All Content on the Hosted Solution, whether separate or compiled, including, but not limited to, text, graphics, audio clips, logos, buttons, images, software, html code, xml code, and any other protectable works of authorship, is protected by copyright. The materials and Content on the Hosted Solution may not be reproduced, recreated, modified, accessed, or used in any manner in violation of these Terms. Any unauthorized use of any Content, whether owned by Weave or any third party, may violate copyright laws, trademark laws, privacy and publicity laws, and communications regulations and statutes. You will not copy, reverse engineer, disassemble, decompile, translate, or modify the intellectual property found in the Hosted Solution or grant any other person or entity the right or access to do so.
No right, title, or interest in the Content, in any downloaded materials, or in the copyrights, trademark, patent, or other intellectual property rights associated therewith is transferred to you as a result of your use of the Hosted Solution. Such right, title, and interest remain the property of their respective owners.
From time to time, Weave may ask you for your feedback, suggestions, comments, ideas, concepts, or techniques (collectively “Feedback”). You are not required to provide us with any Feedback. You agree that Weave may use and exploit all Feedback you provide for any purpose without obligation of any kind and without any obligation of confidentiality, attribution, compensation, or other duty to account to you.
No Warranties; Disclaimer
Weave makes reasonable efforts to maintain the Hosted Solution and provide accurate, up-to-date information on the Hosted Solution. HOWEVER, WE AND OUR PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS, EMPLOYEES, AGENTS, OR THE LIKE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, AVAILABILITY, ACCURACY, QUALITY, RELIABILITY, SECURITY, CONDITION, OPERATION, SUITABILITY, REASONABLE CARE, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF THE INFORMATION, PRODUCTS OR OTHER CONTENT OR MATERIALS PROVIDED THROUGH THE SERVICE, AND YOU SHOULD NOT RELY UPON THEM. YOUR — USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM THE — USE OF THE SERVICE.
THE SERVICE IS PROVIDED “AS IS” AND NEITHER WEAVE NOR ANY OF ITS PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS, EMPLOYEES, AGENTS, OR THE LIKE (A) MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, CONDITION, OR OPERATION OF THE SERVICE; (B) REPRESENT OR WARRANT THE USABILITY, AVAILABILITY, ACCURACY, QUALITY, RELIABILITY, SECURITY, CONDITION, OPERATION, SUITABILITY, REASONABLE CARE, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF THE INFORMATION, PRODUCTS OR OTHER CONTENT OR OTHER MATERIALS MADE AVAILABLE THROUGH OR DISPLAYED IN ANY MANNER ON THE SERVICE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN TO YOU BY Weave OR ANY OF ITS PARTNERS, CONTENT PROVIDERS, AGENTS, OR THE LIKE SHALL CREATE ANY WARRANTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER Weave NOR ANY OF ITS PARTNERS, CONTENT PROVIDERS, AGENTS, OR THE LIKE WARRANTS THAT ACCESS TO, OR — USE OF, THE SERVICE WILL BE UNINTERRUPTED, VIRUS FREE, OR ERROR FREE, OR THAT THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT ON THE SERVICE) WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, AND ANY SUCH WARRANTIES ARE HEREBY DISCLAIMED. WEAVE, ON BEHALF OF ITSELF AND ALL OF ITS PARTNERS, AGENTS, AND THE LIKE, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF TITLE AND/OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICE.
WEAVE, ON BEHALF OF ITSELF AND ALL OF ITS PARTNERS, VENDORS, AGENTS, AND THE LIKE, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Weave does not control User Content posted by its users, nor does it have any obligation to monitor such User Content for any purpose. Despite the fact that we have no monitoring obligations, Weave reserves the right to remove any and all Content, materials, and/or User Content that it feels is actually or potentially inappropriate, offensive, illegal, harmful in any way, or which may violate these Terms. Furthermore, Weave does not make any warranties or representations regarding any of the User Content offered on the Hosted Solution, or the quality thereof. Weave does not necessarily approve, endorse, sanction, encourage, verify, or agree with any message posted by its users or otherwise embodied in the User Content. You understand that by using the Hosted Solution, you may be exposed to User Content that may be offensive, indecent, vulgar, defamatory, or otherwise objectionable, and that in no way shall Weave be liable under any theory for such exposure.
Weave is not a backup service for storing User Content, and shall have no liability regarding any loss thereof. You are solely responsible for creating backups of any User Content you posted on our Hosted Solution.
Limitations of Liability
Under no circumstances shall Weave or any of its employees, MEMBERS, MANAGERS, directors, officers, agents, vendors, LICENSORS or suppliers be liable TO YOU for (A) any DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM, OR RELATED TO, THE LOSS, DELAY, OMISSION, ERROR, OR INABILITY TO — USE THE HOSTED SOLUTION (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, AND/OR OTHER MATERIALS OFFERED OR OBTAINED THROUGH THE HOSTED SOLUTION) or (B) ANY direct, indirect, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR THE LOSS OF PROFITS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE — USE OR PERFORMANCE OF THE HOSTED SOLUTION (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, AND/OR OTHER MATERIALS), WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE AND EVEN IF Weave, ITS PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS, EMPLOYEES, AGENTS, OR THE LIKE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You hereby waive any claims with respect to such damages.
IN ALL EVENTS, Weave’S MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE — USE OR PERFORMANCE OF THE HOSTED SOLUTION (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, AND/OR OTHER MATERIALS) HEREUNDER SHALL NOT EXCEED TWENTY-FIVE U.S. DOLLARS ($25.00) IN THE AGGREGATE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HOSTED SOLUTION (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, content, AND/OR OTHER MATERIALS), OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE — USE OF THE HOSTED SOLUTION.
These provisions represent a reasonable allocation of the risks under these Terms. Weave’s willingness to allow you to use the Hosted Solution reflects this allocation of risk and the limitations of liability specified herein.
You agree to defend, indemnify, and hold harmless Weave, its officers, members, directors, employees, content providers, and agents from and against any and all claims, liabilities, suits, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of (a) a breach or alleged breach by you of any of your representations, warranties, covenants, or obligations under these Terms; (b) any claims based upon your access to, use of, or posting of User Content to the Hosted Solution or information on the Hosted Solution, including, without limitation, any claim of libel, defamation, violation of legal rights of others (including rights of privacy or publicity), loss of service by other subscribers, and/or infringement of intellectual property rights; and/or (c) any negligence or willful misconduct by you.
No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and Weave nor the trade practice shall modify any provision of these Terms.
Assignment. You may not assign, convey, subcontract, or delegate your rights, duties, or obligations under these Terms.
Injunction, Equitable Relief, and Specific Performance Available. The parties agree that breach of the provisions of these Terms would cause irreparable harm and significant injury to Weave which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Weave has the right to enforce the provisions of these Terms by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies Weave may have for your breach of these Terms.
Governing Law. The validity and effect of these Terms shall be governed by and construed and enforced in accordance with the laws of the State of New York, USA, without regard to its conflicts or choice of laws principles. By accessing and using the Hosted Solution, you consent and submit to the exclusive jurisdiction of the federal courts located in Phoenix, Arizona. In any such suit, action, or proceeding, you irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding which is brought in any such court has been brought in an inconvenient or improper forum.
Attorneys’ Fees, Costs, and Expenses. If any action at law or in equity is necessary to enforce the terms of these Terms, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
Entire Agreement. These Terms, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Hosted Solution.
Severability. These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any of the other remaining provisions.
Additional Terms. Additional terms and conditions may apply to purchases of goods and services through the Hosted Solution, and you agree to abide by such other terms and conditions.
Headings. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these terms.
Use of Hosted Solution Outside the United States. Weave makes no representation that Content or other material or information on the Hosted Solution is appropriate to or available in locations outside of the United States. You may not use the Hosted Solution or export Content in violation of United States export laws, regulations or restrictions. If you access the Hosted Solution from outside of the United States, you are responsible for compliance with all applicable laws. Any personal information which you give to Weave when registering will be used in connection with your use of the Hosted Solution, and will be transferred to and maintained in Weave’s records in the United States. If you do not consent to this transfer, do not accept these Terms for use of the Hosted Solution.