WEAVE WORKFORCE WEBSITE TERMS OF USE

Welcome to Weave Workforce! Welcome to the Internet website(s) of Weave Workforce, LLC a Michigan limited liability company (collectively as “Weave Workforce,” “we,” “us” or “our.”) available at https://weaveworkforce.com and under and its related or linked websites, mobile sites, services, applications, and tools where this policy appears or is linked (collectively, the “Website”). Any reference to the Website includes its e-mail, text, live chat, and other electronic messages.

A. PRELIMINARY LEGAL TERMS

1. Entire Agreement; Modification. The entire agreement between Weave Workforce and you is made up of these Website Terms of Use, Weave Workforce’s Privacy Policy (_________/privacy) (“Privacy Policy”), and any other terms or policies (“Additional Terms”) accompanying our Website (collectively, the “Agreement”). This Agreement may be updated and modified by Weave Workforce from time to time. Those modifications are incorporated as part of this Agreement. You will be notified of significant modifications when you use the Website. If you do not accept the modifications to the Agreement, your sole remedy is not to use the Weave Workforce’s Website.
   
   
2. Acceptance of Agreement. Your use of the Website and Services (defined in Section 4) constitutes your consent and acceptance of this Agreement and means you are entering into a binding contract with us.
   
   
3. Age. In the event you are under the age of eighteen (18) years old, you must obtain the consent of your parent or guardian to enter into a contract with Weave Workforce.
   
   B. OUR SERVICES
   
   
4. Our Services; Website Functionality
   a. This Agreement sets forth the terms and conditions governing your use of the Website and your access to and use of the webpage, sub-pages, URLs, links, the marks, copyrights, information, other content, materials, products and services offered on or through the Website (collectively, the “Services”).
   
   b. We may, at any time and without liability, modify, suspend, or discontinue, temporarily or permanently, all of the Website or the Services (including access to the Website via any third-party links), with or without notice to you; charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. We may refuse or restrict anyone from access to any or all of the Website or the Services at any time.
   
   
5. Information Submitted Through the Website or Services.
   
   a. Your submission of information through the Website or Services is governed by this Agreement, including, but not limited to these Website Terms of Use and the Privacy Policy. You represent and warrant that any information you provide in connection with the Website or Services is and will remain accurate and complete, and that you will maintain and update such information as needed.
   
   
6. Subscriptions; Payments.
   
   a. This Agreement establishes the terms of service for the use and/or purchase of the Services (“Subscriptions”). You can obtain the Services through a complimentary trial subscription, monthly subscription basis, or on another periodic basis as purchased by user in a documented order (“Order Form”). There are limitations on the Services for complimentary trial subscription users, including but not limited to, the functionality of the Services. A user obtaining the Services through a trial subscription may obtain only the Services as determined by Company’s sole discretion and as may be changed from time to time after notice to the user. Services will be provided according to the terms in the Order Form unless changed in a subsequent renewal Order Form. Company may alter the features, functionality, or availability of the Services at any time, after reasonable notice to the user, during a Subscription.
   
   b. In consideration for the rights granted to user and the Services performed by Weave Workforce under this Agreement, user will pay via credit card to Weave Workforce all fees on user’s account set forth on the pricing page for the Subscription Plan purchased on the Website, as amended from time to time, or, if the parties have mutually agreed to an Order Form (the “Fees”).
   
   c. We may use certain third party payment processors in order to process payments from you. We do not own or control such third party service. You acknowledge that you are submitting payment directly to such third party payment processor and are subject to their policies, including their terms of use, terms of service and/or privacy policy. You are encouraged to read those policies in their entirety.
   
   d. You acknowledge that if you are using these third party payment processors, subject to their terms, and Weave Workforce is not, and cannot be held, responsible for lost payments, identity theft, fraudulent transactions, fraud more generally or refunds. You use those third party payment services at your own risk.
   
   
7. Acceptable Use.
   
   In order to use the Website or the Services, you must obtain access to the Internet directly or through devices that access web-based content and pay any and all service fees, if any, associated with such access. You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Website and Services.
   
   a. Individual Use. Except as provided in (b) below, you agree that you are only authorized to visit and view the Website or use the Services solely for your own individual, non-commercial use, provided that: (i) you keep intact all legal notices, credits, copyright, trademarks, trade names, logos, color schemes, service marks, slogans, other proprietary notices, and similar means of identifying products or services displayed on any of the Website (collectively, the “Marks”); (ii) you do not use the Services in a manner that suggests an association with any of our products, services or brands; (iii) you make no modifications to the Services; and (iv) you shall not duplicate, download, publish, modify or otherwise distribute any material or case studies on the Website for any purpose other than for your own individual use unless otherwise specifically authorized by us.
   
   b. Commercial Use. If you wish to publish, frame, refer to or provide information about the Website, our Marks, or any Services on any website, web page, e-mail address or the like operated by you or your affiliates, or any companies, partnerships, limited liability partnerships or any other legal entities which you have an ownership or investment interest in (collectively referred to as “you”), you must first obtain our prior written permission to do so and enter into an agreement with us. By “commercial purposes,” we mean any activity by you, on your own behalf or on behalf of any customer, for consideration.
   
   c. Links. You may not create, post, display, publish or distribute any link from your website (the “Linking Website”) to a page(s) of our Website.
   
   d. Use and Access Outside the United States. The Website is hosted in the United States. If you visit from the European Union or other foreign jurisdictions, please note that: (1) we make no representations or warranties that the information, products or services contained on the Website is appropriate for use or access or is available in other jurisdictions; and (2) these jurisdictions have laws governing data collection and use that may differ from United States law. You should be aware that if you transfer personal information to us through the Website or the Services, you are transferring such information to the United States and the United States does not have the same data protection laws as the European Union and some other regions. By providing personal information to us, you consent to the transfer of it to the United States and the use of it in accordance with the Privacy Policy.
   
   
8. Unacceptable Use.
   
   a. You agree not to: (1) use or access the Website or the Services for any purpose that is unlawful or prohibited by this Agreement; (2) use or access the Website or the Services in a manner that could damage, disable, overburden, or impair the server hosting the Website or the networks connected to any server hosting the Website; (3) interfere with any third party’s use and enjoyment of the Website or the Services; or (4) attempt to gain unauthorized access to information, accounts, computer systems or networks retained on or connected to any server hosting the Website or the Services through hacking, password mining or any other means.
   
   b. User agrees that it will not, and will not permit any other party, to: (a) access the Website or use the Services, other than authorized under this Agreement; (b) modify, adapt, alter or translate the Website, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Website to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Website, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) use or copy the Website except as expressly allowed under this subsection; (f) disclose or transmit any data contained in the Website to any individual, except as expressly allowed herein; (g) use the Services to conduct or promote any illegal activities; (h) use the Services to generate unsolicited email advertisements or spam; (i) use the Services to stalk, harass or harm another individual; (j) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (k) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (l) use any trademark, tradename, or brand name of Weave Workforce’s in metatags, keywords or hidden text; (m) use any portion of the Services or Website in any manner that may give a false or misleading impression, attribution, or statement as to the Weave Workforce, or any third party; (n) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (o) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Services.
   
   
9. User Warranties
   
   a. You are solely responsible for how you use the Website and your interactions with the Weave Workforce community. This includes responsibility for any content posted by you to the Website. With respect to your use of the Website, you represent, warrant and covenant that: (a) user has the authority to enter into this Agreement personally (if user is a natural person), or on behalf of the entity entering into this Agreement, and to bind that entity; (b) user will not violate any policies of the entity that User is entering into this Agreement on behalf of; (c) user will only use the Services with Weave Workforce’s consent when entering on behalf of an entity and not for personal, commercial, or distribution purposes; (d) user will not violate any laws in connection with its use of the Services; and (e) that any user content provided to Weave Workforce for hosting by Weave Workforce as part of the Services, shall not: (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data; or (v) otherwise violate the rights of a third party. Weave Workforce is not obligated to back up any user content; the user is solely responsible for creating backup copies of any user content at user’s sole cost and expense. User agrees that any use of the Services contrary to or in violation of the representations and warranties of user in this section constitutes unauthorized and improper use of the Services.
   
   
10. License to Use Website Content; Term of License.
    
    a. Weave Workforce and its affiliates may use the information provided in connection with your use of the Website as set forth in Weave Workforce’s Privacy Policy and this Agreement. Your use of the Website grants Weave Workforce a non-exclusive, fully-paid, perpetual, royalty-free, worldwide, transferable license to display, distribute, store, transmit, reproduce, modify and otherwise use and reuse all or part of the content you provide while using the Website. This includes the right to use your likeness, logo (including any registered or protected marks), location data, images, and any media you provide in connection with your use of the Website. Weave Workforce is also permitted to use any content you provide or derivatives thereof for marketing purposes, as further detailed within the Privacy Policy. This grant is for all formats, platforms, devices, modes of transmission, methods of delivery, and media now known or later developed.
    
    b. You may terminate the license you have granted to Weave Workforce by removing or deleting (or writing to Weave Workforce to remove or delete) information or content you post within the Website. Copies of such information or content may remain on the servers of the third party service providers we engage in connection with operation of the Website until such time as the third party is able to overwrite or delete the content.
    
    c. Unless expressly authorized by us in writing, you are not granted permission to copy, frame, embed, or otherwise disseminate aggregated or specific content that Weave Workforce provides to you. Your use of the Website must be in conformity with the restrictions in Sections 6 to 8 above.
    
    
11. Weave Workforce Intellectual Property. Weave Workforce and/or its licensors retain ownership of all intellectual property rights in and relating to Weave Workforce, the Website Weave Workforce’s trademarks and copyrights, and any Website -related software, data, text, images, graphics, logos, user interface, applications, and videos displayed through the Website. You are authorized to use such materials only as expressly authorized within this Agreement. Nothing in this Agreement transfers ownership of such rights. Any content, materials, or data generated or developed on the Website by user is exclusively owned by Weave Workforce. Except as expressly set forth herein, no express or implied license or right of any kind is granted to user regarding the Website or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Website.
    
    C. OPERATION OF THE WEBSITE
    
    
12. Integrity of the Website. You agree not to take any action to harm Weave Workforce or the Website or interfere with its operation, access or copy its underlying technology, or copy the Website or its content. You agree not to use any automated system (crawlers, robots, bots, spiders, extractors, etc.) to harm the Website; circumvent, disable or otherwise interfere with security-related features or digital rights management functions of the Website; or hack, reverse engineer, or disable any technology at or functionality of the Website.
    
    
13. Third Parties. The Website may contain links to third party websites or services that are not owned or controlled by Weave Workforce. Weave Workforce does not control the content, privacy policies, or practices of any third party websites or applications so please review the terms of service, including privacy policies, of such third-party applications or sites. Weave Workforce is not responsible for your use or misuse of any third party applications or websites.
    
    D. NO WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION
    
    
14. NO WARRANTY.
    
    a. THE WEBSITE IS PROVIDED FOR “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS MADE THAT THE WEBSITE AND SERVICES WILL BE ADEQUATE OR SATISFACTORY FOR YOUR PURPOSES OR IN TERMS OF THE WEBSITE’S CORRECTNESS, COMPLETENESS, QUALITY OR ACCURACY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WEAVE WORKFORCE DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS OF THE OUTPUT AND CONTENT PROVIDED TO YOU WHETHER ORALLY OR IN WRITING BY WEAVE WORKFORCE.
    
    b. Weave Workforce does not warrant that any content present within the Website, whether provided by us or user-generated, is accurate and you alone are responsible for the decisions, consequences and other actions resulting from your use of the Website or any third party service.
    
    
15. Limitation of Liability for Damages.
    
    a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WEAVE WORKFORCE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THIS AGREEMENT, ACTIVITY WITHIN OR INTERACTION WITH THE WEBSITE, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT WEAVE WORKFORCE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
    b. As used in this section, “Weave Workforce” includes Weave Workforce, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors, assigns, and clients.
    
    c. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THE LIABILITY OF WEAVE WORKFORCE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND CLIENTS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
    
    d. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
    
    
16. Indemnification; Cooperation.
    
    a. You acknowledge that your use of the Website is based upon the truth of the statements, representations, warranties and covenants made by you in this Agreement. By agreeing to be bound this Agreement, you indemnify, hold harmless, and agree to defend Weave Workforce against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against Weave Workforce in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the statements, representations, warranties or covenants. This obligation extends to Weave Workforce, 6Bodman_17508778_2its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors and assigns. These obligations survive termination of this Agreement.
    
    b. In addition to the obligation of indemnification, above, you agree to use your best efforts to assist Weave Workforce in the investigation and resolution of any third party claim or assertion inconsistent with your representations and warranties. You agree to provide such assistance promptly upon receipt of notice from Weave Workforce of such claim or assertion and at no charge.
    
    
17. Termination of Agreement.
    
    a. In the exercise of its discretion, Weave Workforce may suspend, remove or limit access to Website content, or limit services to which a user has access. Weave Workforce may take such actions with or without prior notice to you and without liability to you. We may terminate this Agreement or terminate or suspend your use of the Website or Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Website or Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your account, and all associated materials, without any obligation to provide any further access to such materials.
    
    b. In the exercise of your discretion, you may cease your use of the Website or stop accessing any content available within the Website. You may take such actions with or without prior notice to Weave Workforce and without any liability for such cancellation to Weave Workforce.
    
    c. The terms of Sections 13 to 15 shall survive termination of this Agreement.
    
    E. GENERAL LEGAL TERMS
    
    
18. The Website is Delivered from Michigan. This Agreement is executed (signed) and performed in Ann Arbor, Michigan. You agree that the Website is based in and delivered from Ann Arbor, Michigan,USA. The Website shall be deemed a passive website that does not give rise to personal jurisdiction over Weave Workforce, either specific or general, in jurisdictions other than Michigan. This Agreement shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. Any claim or dispute between you and Weave Workforce that arises in whole or in part from use of the Website shall be decided exclusively by a court of competent jurisdiction located in Washtenaw County, Michigan.
    
    
19. Conflict and Order of Precedence. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THIS WEBSITE TERMS OF USE AGREEMENT AND THE PRIVACY POLICY AND/OR ANY ADDITIONAL TERMS, THE FOLLOWING ORDER OF PRECEDENCE SHALL CONTROL: (A) THIS WEBSITE TERMS OF USE AGREEMENT; (B) THE PRIVACY POLICY; AND (C) ANY ADDITIONAL TERMS.
    
    
20. No Implied Waiver. No waiver by Weave Workforce shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of Weave Workforce.
    
    
21. Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect.
    
    
22. Statute of Limitations. Any litigation or other dispute resolution arising out of or related to this Agreement must be commenced within one (1) year after the date of the event giving rise to the claim. Otherwise, such causes of actions are permanently barred.
    
    
23. International Considerations. Weave Workforce makes no representations that the Website, or any content available within the Website, is appropriate or available for use in locations other than the United States. Those who access or use the Website from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws.
    
    
24. Assignment. Weave Workforce may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. You shall not assign, subcontract, delegate, or transfer your rights under this Agreement, and any assignment or delegation made by you shall be void.
    
    
25. Notices. The Website is offered by Weave Workforce, with offices at 330 E. Liberty Street, Ann Arbor, MI 48104 and email: legal@weaveworkforce.com. Weave Workforce may provide you with notices, including those regarding changes to Weave Workforce’s Website Terms of Use, by email, first class mail, or postings within the Website. Notice is deemed given upon the earlier of: (i) actual receipt; (ii) twenty-four (24) hours after an email is sent; (iii) three (3) days after first class mail is deposited with the U.S. Postal Service; or (iv) thirty (30) days after a notice is posted to the Website.
    
    
26. Entire Agreement. This Agreement (including the documents referenced in Section 1, above) is the entire agreement between you and Weave Workforce relating to the stated subject matter. It can be modified by the parties in a writing signed by both parties, or by a change to these terms as expressly set forth in this Agreement.
    
    
27. Nature of Agreement. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement does not create any right that may be enforced by a third party.
    
    
28. California Users and Residents. By the terms of California Civil Code Section 1789.3, any and all comments, questions or concerns can be addressed and sent to us via certified mail to: Agent of Weave Workforce, 330 E. Liberty Street, Ann Arbor, MI 48104. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834.