WEAVE WORKFORCE TERMS OF USE

Welcome to Weave Workforce! These “Terms of Use” are a legal contract between Weave Workforce, LLC a Michigan limited liability company (“Weave Workforce”, “us”, “we” or “our”) and you (referred to as “you, “your” or “user”), as a user of our web-enabled platform located at https://weaveworkforce.com (collectively, the “Platform”). Please let us know if you have any questions about these Terms of Use by contacting us at: legal@weaveworkforce.com.

A. PRELIMINARY LEGAL TERMS

Entire Agreement; Modification. The entire agreement between Weave Workforce and you is made up of these Terms of Use, Weave Workforce’s Privacy Policy (_________/privacy), any other terms or agreement subject to your employer or the entity that makes the Platform available to you (the “MSA”), or any other additional terms (“Additional Terms”) accompanying the Platform (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 Platform. If you do not accept the modifications to the Agreement, your sole remedy is not to use the Weave Workforce’s Platform.
Acceptance of Agreement. Your use of the Platform 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.
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; PAYMENTS; YOUR ACCOUNT
Our Services; Platform Functionality.
a. This Agreement sets forth the terms and conditions governing your use of the Platform 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 Platform (collectively, the “Services”).

b. Please note that most of the information, data, and content provided within the Platform is user generated, or provided by third party services (“Content”). Weave Workforce may also generate content that is aggregated or specific algorithm generated or synthesized content and provide it to you or the entity that makes the Platform available to you (“Output”). Because of how important our community is to us, we require all Platform users to conduct themselves appropriately regardless of how they interact with others and use the Platform. Use of the Platform is a privilege and not a right. Weave Workforce may suspend or deactivate your account, take down Content or may limit or disable access to the Platform or Content as set forth in Section 16.

c. We may, at any time and without liability, modify, suspend, or discontinue, temporarily or permanently, all of the Platform or the Services (including access to the Platform 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 Platform or the Services at any time.
Subscriptions.
a. This Agreement establishes the terms of service for the use of the Services (“Subscriptions”). You can obtain the Services through your employer or other third party entity in a documented order form or the MSA that is signed with Weave Workforce (“Order Form”). There are limitations on the Services for complimentary trial subscription users, including but not limited to, the functionality of the Platform. Complimentary trial subscriptions may be provided as determined by Company’s sole discretion and this may be changed from time to time after notice. 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. You shall have access to the Platform so long as your employer or the entity that makes the Services available to you has an active agreement or a MSA with Weave Workforce, and your account on the Platform is not otherwise suspended or deactivated.
Creation of Your Account.
a. Certain information is required by Weave Workforce in order for you to establish an account. This information includes your name, email address, and certain other contact information. All of the information you provide to Weave Workforce must be accurate and complete.

b. Any use of your account other than for the purpose intended and discussed in this Agreement is prohibited. Use of the Platform for purposes of datamining or in connection with the transmission of mass mailings, whether or not from the Platform, are specifically prohibited. No Content may be taken from the Platform without our prior written consent and you agree any Platform Content or Output, whether generated by us or a third party, for the purpose of any solicitation is not specifically permitted by this Agreement.
Platform Restrictions.
a. Your use of the Platform and the account created with Weave Workforce is not transferable or sublicensable to any other party. You obtain no ownership rights in the Platform or the Content you contribute by creating an account. Instead, you are given a license to use the Platform. The license to Content you post or access within the Platform will be valid so long as you remain in compliance with the terms of this Agreement.

b. User agrees that it will not, and will not permit any other party, or if the Services are being purchased for use by an entity, any of such entity’s employees, to: (a) permit any party to access the Platform or use the Services, other than its employees authorized under this Agreement; (b) modify, adapt, alter or translate the Platform, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform 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 Platform, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) use or copy the Platform except as expressly allowed under this subsection; (f) disclose or transmit any data contained in the Platform to any individual other than a user employee, 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 Platform 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.

c. Unless expressly authorized by us in writing, you are not granted permission to, and you shall not copy, frame, embed, or otherwise disseminate the Output provided to you by Weave Workforce.
User Warranties.
a. You are solely responsible for your use of your account, how you use the Platform and your interactions with the Weave Workforce community. This includes responsibility for any Content posted by your account. With respect to your use of the Platform, 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.
License to Use Platform Content; Term of License.
a. Weave Workforce and its affiliates may use the Content provided in connection with your use of the Platform as set forth in this Agreement. Your use of the Platform 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 Platform. Weave Workforce is also permitted to use any Content you provide or derivatives thereof for marketing purposes, as further detailed within the Agreement. 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 Platform. 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 Platform until such time as the third party is able to overwrite or delete the Content.

c. Your use of the Platform must be in conformity with the restrictions in Sections 6 to 8 above.
Weave Workforce Intellectual Property. Weave Workforce and/or its licensors retain ownership of all intellectual property rights in and relating to Weave Workforce, the Platform, Weave Workforce’s trademarks and copyrights, and any Platform-related software, data, text, images, graphics, logos, user interface, and videos displayed through the Platform, including but not limited to Output. 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 Platform 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 Platform or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Platform.

C. OPERATION OF THE PLATFORM
Integrity of the Platform. You agree not to take any action to harm Weave Workforce or the Platform or interfere with its operation, access or copy its underlying technology, proprietary information, algorithms, source code, Output, or copy the Platform or its Content.
Third Parties. The Platform 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
NO WARRANTY.
a. THE PLATFORM 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 PLATFORM AND SERVICES WILL BE ADEQUATE OR SATISFACTORY FOR YOUR PURPOSES OR IN TERMS OF THE PLATFORM’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. eave Workforce does not warrant that any Content or Output present within the Platform, 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 Platform or any third party service.
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 PLATFORM, 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.”
Indemnification; Cooperation.
a. You acknowledge that your account with Weave Workforce and your use of the Platform is based upon the truth of the statements, representations, warranties and covenants made by you in this Agreement. By agreeing to be bound by 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, its 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.
Termination of Agreement.
a. In the exercise of its discretion, Weave Workforce may suspend or terminate an account, remove or limit access to Platform Content, or limit services to which an account holder has access. Weave Workforce may take such actions with or without prior notice to you and without liability to you.

b. In the exercise of your discretion, you may terminate your account by ceasing use of the Platform, stop accessing any Content available within the Platform, or deleting your account. You may take such actions with or without prior notice to Weave Workforce and without any liability for such cancellation to Weave Workforce. Further, if you notify Weave Workforce of your termination of your account, Weave Workforce shall take reasonable steps to block your access to the Platform.

c. he terms of Sections 13 to 15 shall survive termination of this Agreement.

E. GENERAL LEGAL TERMS
The Platform is Delivered from Michigan. This Agreement is executed (signed) and performed in Ann Arbor, Michigan. You agree that the Platform is based in and delivered from Ann Arbor, Michigan, USA. The Platform 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 Platform shall be decided exclusively by a court of competent jurisdiction located in Washtenaw County, Michigan.
Conflict and Order of Precedence. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THESE TERMS OF USE, THE PRIVACY POLICY, THE MSA, AND/OR ANY ADDITIONAL TERMS, THE FOLLOWING ORDER OF PRECEDENCE SHALL CONTROL: (A) THE MSA; (B) THESE TERMS OF USE; (C) THE PRIVACY POLICY; AND (D) ANY ADDITIONAL TERMS.
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.
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.
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.
International Considerations. Weave Workforce makes no representations that the Platform, or any Content available within the Platform, is appropriate or available for use in locations other than the United States. Those who access or use the Platform from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws.
Assignment. Weave Workforce may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. You may not assign or transfer your account.
Notices. The Platform 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 Terms of Use, by email, first class mail, or postings within the Platform. 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 Platform.
Entire Agreement. This Agreement (which includes 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.
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.
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.