WEAVECHAIN TERMS AND CONDITIONS

Last Modified: 2022-12-30 (History)

These Customer Terms and Conditions (these “Customer Terms”) describe your rights and responsibilities when using the downloadable software platform and related services (the “Platform”) offered by Mana Hours, Inc. d/b/a Weavechain (or its successors or assigns) (“we”, “our”, or “us”). If you are a Customer (defined below), these Customer Terms govern your access and use of our Platform. These Customer Terms and any applicable supplemental terms agreed to between you and use (each, an “Order Form”) together with all documents referenced herein form the “Agreement” between Customer and us. By entering into this Agreement, Customer also acknowledges that Customer has read and understood our Privacy Policy, available at https://www.weavechain.com/privacy-policy.

Please read these Customer Terms carefully to ensure you understand each provision. These Customer Terms contain a jury trial waiver provision and a mandatory arbitration provision.

If you access or use the Platform, create an organization, invite users to that organization, or use or allow use of that organization after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Agreement and agree to the Agreement on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of Customer before proceeding.

1. General Provisions

1.1 Customers, Authorized Users, and Customer Content

“Customer” or “you” is either you, if you are an individual entering into the Agreement on your own behalf, or the organization that you represent in agreeing to the Agreement. If your organization is being set up by someone who is not formally affiliated with a business entity or other organization, Customer is the individual creating the organization. If you signed up for an account using your corporate email domain or are otherwise establishing an account on behalf of a business entity or other organization, the business entity or other organization on whose behalf you signed up is the Customer. By signing up on behalf of your business entity or other organization, you represent and warrant that you have all right, power, and authority to bind such entity or organization to the Agreement.

Individuals authorized by Customer to access the Platform (each an “Authorized User”) may submit content or information to the Platform (“Customer Content”), and Customer will have the sole right and responsibility for managing your use of it. Customer will be solely responsible for all of the acts and omissions of its Authorized Users in relation to the Platform and the Agreement. The Platform is not intended for and should not be used by anyone under the age of 18. Customer must ensure that all Authorized Users are over 18 years old.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Platform and of any settings that may impact the processing of Customer Content; and (b) obtain all rights, permissions or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Platform.

1.2 Feedback

Customer and its Authorized Users may choose to, or we may invite them to, submit comments or ideas about the Platform, including without limitation about how to improve the Platform or our products (“Ideas”). By submitting any Idea, Customer agrees that its submission is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation, whether to Customer, the Authorized User, or anyone else, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of the submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our personnel, or obtained from sources other than Customer or its Authorized Users.

1.3 Privacy

Please review our Privacy Policy for more information on our privacy practices.

2. Platform Usage and Restrictions

2.1 Our License to Customer

(a) Ownership of the Platform, Documentation, and Weavechain Data

We own and will continue to own our Platform and Documentation (as defined below), including all related intellectual property and other proprietary rights related thereto. Further, Customer acknowledges and agrees that we may collect public key information, log data and other technical information relating to Customer’s and its Authorized Users’ usage of the Platform (“Usage Data”) and collect, analyze, and use data derived from Customer Content that has been aggregated and/or anonymized such that it does not identify Customer or any identifiable individual person (“Derivative Data” and, collectively with Usage Data, “Weavechain Data”). All Weavechain Data will be owned solely and exclusively by us and, for purposes of clarity, you agree that we may use the Weavechain Data in perpetuity for any purpose permitted by applicable law.

We may, from time to time, make available certain third-party products and services, including but not limited to open source software (“Third-Party Products”) for use in connection with the Platform. Such Third-Party Products may be made available under separate or additional terms and conditions, including but not limited to open source licenses, which we will make available to you as necessary.

(b) Licenses to the Platform and Documentation

During the term of this Agreement, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of the Platform, but solely as necessary to use the Platform.

From time to time we may make available product documentation for the Platform (the “Documentation”) via a method of our choosing (e.g., via the Platform). During the term of this Agreement, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the Documentation to support Customer’s and its Authorized Users’ use of the Platform.

All rights and licenses granted herein are subject to you and your Authorized Users’ full compliance with all of the terms and conditions of the Agreement. All rights in the Platform and Documentation not expressly granted herein are expressly reserved by us.

2.2 Customer’s Licenses to Us

(a) Ownership of Customer Content

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Content.

(b) License to Customer Content

With respect to that portion of Customer Content that consists of data, information, documents, spreadsheets, records, text, and any other content submitted, shared, posted, delivered, or otherwise stored or transmitted by Customer and its Authorized Users through the Platform, by submitting, transmitting, storing, or otherwise making such Customer Content available through the Platform, Customer grants, and represents and warrants that it has all rights necessary to grant (including without limitation any necessary consents and authorizations from individual persons identified in the Customer Content and licenses from third-parties whose content is included in the Customer Content), to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to access, process, distribute, export and display the Customer Content (a) to provide and maintain the Platform; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Content from its Authorized Users or any third parties as may be necessary to grant this license.

To the extent permitted under applicable law, we take no responsibility and assume no liability for any Customer Content that Customer or any Authorized User or third-party submits, posts, or otherwise makes available through the Platform. As between Customer and us, Customer shall be fully responsible for the Customer Content and the consequences of submitting, posting, or otherwise making it available via the Platform, and Customer acknowledges and agrees that we are acting only as a passive conduit for Customer’s and its Authorized Users’ online distribution of such Customer Content.

2.3 Responsibilities for Customer Content

We are not responsible for the content of any Customer Content or the way Customer or its Authorized Users choose to use the Platform to store or process any Customer Content. Customer represents and warrants that Customer is solely responsible for (i) providing notices and obtaining consents as legally required from its Authorized Users for the collection, use, processing and transfer of Customer Content in connection with the Platform; and (ii) ensuring compliance with all laws in all jurisdictions that may apply to Customer Content provided hereunder, including but not limited to all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security; (iii) abiding and adhering to all confidentiality obligations the Customer has with third-parties in connection with the Customer Content and all information within; and (iv) ensuring that all Customer Content and all within is accurate and complete. We do not make any representations as to the adequacy of the Platform to process your Customer Content or to satisfy any legal or compliance requirements which may apply to your Customer Content, other than as described herein.

2.4 Use of the Platform

Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by Customer’s removal of certain Customer Content, we will, in most cases, ask Customer to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Platform, Authorized Users, or any third parties.

We may, without prior notice, change the Platform; stop providing the Platform or features of the Platform, to Customer or to users generally; or create usage limits for the Platform. We may permanently or temporarily terminate or suspend access to the Platform without notice and liability for any reason, including if in our sole determination Customer violates any provision of this Agreement, or for any or no reason.

Customer is solely responsible for its Authorized Users’ interactions with other users of the Platform. We reserve the right, but have no obligation, to monitor user disputes. We shall have no liability for interactions between Platform users, or for any specific user’s action or inaction.

2.5 Restrictions

Customer may access and use the Platform only for lawful purposes. Customer will not (and will not allow any third party to): (a) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Platform and Customer Content available to any third party outside of Customer Authorized User; (b) use the Platform in any unlawful manner (including in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Platform or its components; (c) modify, adapt or hack the Platform to, or otherwise attempt to, gain unauthorized access to the Platform or its related systems or networks; (d) circumvent, disable or otherwise interfere with security related features of the Platform or features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform on the content within; or (e) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code. Customer will comply with any codes of conduct, policies, or other notices we provide or publish in connection with the Platform, and Customer will promptly notify us if it learns of a security breach related to the Platform. Customer agrees not to access the Platform by any means other than through the interface that is provided by us for accessing the Platform, unless otherwise specifically authorized by us in a separate written agreement signed by us.

2.6 Acceptable Use

When using the Platform, Customer: (a) represents and warrants that it owns or has sufficient rights to upload Customer Content on or through the Platform; (b) will not copy, upload, download, or share Customer Content unless it has the legal right to do so; (c) will not upload content that violates our rights or any third party’s rights, including rights of privacy or publicity, intellectual property rights, or contract rights; (d) will fully comply with any third-party licenses relating to Customer Content, including paying all royalties, fees and any other monies relating to content that is uploaded to the Platform; (e) will not upload or submit content that (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens physical harm against another, including content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual, violent or unlawful manner; (f) will not use the Platform for any unlawful or unauthorized purpose including, collecting user names and/or email addresses of other users by electronic or any other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Platform without prior express written consent from us (g) will not upload or submit content that constitutes, contains, installs or attempts to install or promotes spyware, malware or other computer code, whether on Weavechain’s or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party; (h) will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Platform or the networks or systems connected to the Platform, including hacking into the Platform, or using the Platform to send unsolicited or commercial emails, bulletins, comments or other communications; and (i) will not impersonate any other person or entity, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.

3. Payment Obligations

3.1 Payment Terms

Fees are specified through the Platform interface or in the Order Form(s) (“Fees”). Payment obligations are non-cancelable and, except as expressly stated in the Agreement, fees paid are non-refundable. In addition to any applicable subscription Fees, we will invoice Customer in accordance with any pricing terms set out on the Platform interface or in the Order Form for the amount of Customer Content usage.. You must pay the Fees in full within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

3.2 Billing Policies

We may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in our sole discretion, by giving to the Customer at least 60 days’ written notice, such increase to take effect at the beginning of the next billing cycle. If the Customer is unhappy with the increase, the Customer may give notice to terminate the Agreement, by giving at least 30 days’ written notice to us, such notice to expire no later than the end of the then-current billing cycle. The fees will not increase during the notice period; otherwise, any change to such pricing shall become effective in the billing cycle following notice of such change as provided under the Agreement.

3.3 Payment Information

At times, we may elect use a third-party payment processor (“Payment Processor”) to process payments you make in connection with the Platform. Please see the applicable Payment Processor’s privacy statement available on its website for information on how any such Payment Processor collects and uses personal information.

You represent and warrant that: (a) the account, order, and payment method information you supply to us or Payment Processor, as applicable, is true, correct, and complete; (b) you are duly authorized to use such payment method; (c) you will pay any charges that you incur in connection with the Platform, including any applicable taxes; (d) charges incurred by you will be honored by your payment method company; (e) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any; (f) you will not allow anyone else to use your account; (g) you will not transfer your account or password to anyone else; and (h) you will report to us any unauthorized or prohibited access or use of your account or password.

If any of your account, order, or payment method information changes, you agree to promptly update this information, so that we or Payment Processor may complete your transactions and contact you as needed. We are not liable for any unauthorized use of your credit card, debit card, or other payment method by a third-party in connection with your use of the Platform or your account.

4. Agreement Term

Unless otherwise agreed in an Order Form, this Agreement and your right to use the Platform and Documentation may be terminated by you or by Company at any time upon written notice. This Agreement automatically terminates if you fail to comply with its terms and conditions. Immediately upon termination, you shall return or destroy all copies of the Platform and the Documentation in your possession, custody or control and if requested you shall certify to us in writing that such return or destruction has occurred.

5. Copyright Policy

Since we respect artist and content owner rights, it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Platform, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Platform;
4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn:

DMCA Notice

Mana Hours, Inc. d/b/a Weavechain

325 27^th Street Unit 543

Oakland, CA 94612

Tel.: 215-534-1233

Email: omar.elnaggar@weavechain.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying us and our affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Customers and Authorized Users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Platform and/or terminate the account of any Customer or Authorized User who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

6. Additional Terms for Particular Types of Customers

6.1 U.S. Government Customers

If Customer is a U.S. government or U.S. public entity (or use of the Services is for the U.S. Government), the terms in this section apply.

(a) Use By or For the U.S. Government

The Services are a “commercial item,” as defined at 48 C.F.R. §2.101, and constitute “commercial computer software” and “commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related Documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

(b) Indemnification, Auto-Renewal, Venue, Fees

The sections in the Contract titled “Governing Law,” “Auto-renewal,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” are hereby waived to the extent they are inconsistent with federal law.

(c) No Endorsement

We agree that Customer’s seals, trademarks, logos, service marks, trade names, and the fact that Customer has a presence on one of our Sites and uses our Services, will not be used by us in such a manner as to state or imply that our products or services are endorsed, sponsored or recommended by Customer or by any other element of the U.S. Government, or are considered by Customer or the U.S. Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Customer, or for links to or promotion of such pages, we agree not to display any Customer or government seals, trademarks, logos, service marks, and trade names on our homepage or elsewhere on one of our hosted sites unless permission to do so has been granted by Customer or by other relevant federal government authority. We may list Customer’s name in a publicly available customer list on a Site or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third party name.

6.2 State or Local Government Customers

If Customer is a state or local government, the terms in this section apply, but only to the extent the Services are being used in an Authorized User’s official capacity as a state or local government official. The sections in the Contract titled “Governing Law,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in those sections.

6.3 Education Professional Customers

If Customer is a school or educator in the United States and wants its students, who are over the age of 13, to use the Services, Customer is responsible for complying with the U.S. Family Educational Rights and Privacy Act (“FERPA”) and all other law, rules, and regulations protecting the privacy of student data which may be applicable to Customer. Unless otherwise agreed to in writing, Customer may not submit personal information from a student’s educational record, as defined by FERPA. Customer is responsible for obtaining all necessary consents, if applicable, before permitting its users to submit information through the Services.

6.4 Healthcare Customers

If Customer is a Covered Entity or Business Associate as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations (“HIPAA”) as updated or replaced, or if Customer otherwise uses the Platform to make available, transmit, receive or otherwise process any “protected health information” as defined in 45 CFR §160.103 or other health-related or clinical trial data that is capable of being associated with an individual (together, “PHI”), then Customer is solely responsible for complying with HIPAA and all other applicable law, rules, and regulations protecting the privacy of health-related or clinical trial data (together, the “Health Privacy Laws”). Without limiting the foregoing, to the extent required by Health Privacy Laws:

(a) No PHI in Listing Descriptions

Customer will not include any PHI in listing descriptions that Customer makes available on the Platform. For example, it is not permitted to include sample line-item data that includes PHI relating to specific patients in a listing description.

(b) Valid Consent

Customer will not make available any identifiable PHI via the Platform without valid consent of the applicable patients under Health Privacy Laws, including, to the extent required, a valid HIPAA authorization that complies with 45 CFR 164.508.

(c) De-identified PHI

Customer will not make available any de-identified PHI via the Platform unless the PHI has been de-identified in compliance with Health Privacy Laws, including, to the extent applicable, the de-identification standard set out in 45 CFR 164.514.

(d) BAAs

Before using the Platform to permit any recipient to access any PHI, Customer will enter into a Business Associate Agreement with the recipient to the extent required by Health Privacy Laws.

7. Representations; Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of the Agreement, including without limitation Section 2.3 and 2.6 of this Agreement. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. FURTHERMORE, WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY RELATED TO THE CUSTOMER CONTENT AND DATA STORED, TRANSMITTED, AND OTHERWISE UPLOADED TO THE PLATFORM. ANY DECISIONS MADE BY CUSTOMER THAT MAY UTILIZE ANY CUSTOMER CONTENT OR DATA WITHIN ARE CUSTOMER’S SOLE AND EXCLUSIVE RESPONSIBILITY, AND TAKEN AT CUSTOMER’S SOLE RISK. ACCORDINGLY, WEAVECHAIN HEREBY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY RELIEVES ADEX FROM, ANY AND ALL LOSSES, LIABILITIES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), CLAIMS, SUITS, AND ACTIONS THAT MAY ARISE FROM OR RELATE TO ANY ACTS OR OMISSIONS MADE BY CUSTOMER IN WHOLE OR IN PART BASED ON THE RESULTS.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Limitation of Liability

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well as the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third-party logging into and accessing the Platform.

The limitations under this Section 8 apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this Section 8 allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Platform.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Indemnification

Customer agrees to defend, indemnify and hold harmless us and our affiliates, licensors, and suppliers, and our and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Customer’s and any Authorized User’s use of and access to the Platform, including any Customer Content or other content transmitted or received by Customer or any Authorized User; (b) your violation of any term of the Agreement, including without limitation any breach of Customer’s representations and warranties above; (c) Customer’s or any Authorized User’s violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) Customer’s or any Authorized User’s violation of any applicable law, rule or regulation; (e) Customer Content or any content that is submitted via Customer’s or any Authorized User’s account, including without limitation misleading, false, or inaccurate information; (f) Customer’s or any Authorized User’s gross negligence, fraud, or willful misconduct; or (g) any other party’s access and use of the Platform with Customer’s or any Authorized User’s unique username, password or other appropriate security code (provided that such access and use was not our fault).

10. Miscellaneous

10.1 Publicity

Neither party may publicly use the other party’s company name, logo, or other trademarks for any purpose without the other party’s prior written consent.

10.2 Third Party Products, Links, and Information

The Platform may integrate with, or contain, third party products, services, materials, or information, or links thereto that are not owned or controlled by us (“Third Party Materials”). We do not endorse or assume any responsibility for any such Third Party Materials. If Customer or any Authorized User accesses any third party website or service, it does so at its own risk, and Customer acknowledges and agrees that the Agreement and our Privacy Policy do not apply to Customer or any Authorized User’s use of such sites or services. Customer expressly relieves us from any and all liability arising from its or its Authorized User’s use of any Third Party Materials.

10.3 Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

10.4 Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to the Agreement; a person who is not a party to the Agreement may not enforce any of its terms under any applicable law.

10.5 Email Communications

Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to Customer through the Platform. Notices to us must be sent to legal@weavechain.com. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Platform.

10.6 Modifications

We may change these Customer Terms and the other components of the Agreement (except any Order Forms) in accordance with this Section. We may, in our sole discretion, modify or update these Customer Terms from time to time, and so you should review this page periodically. When we change these Customer Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Customer Terms. Your continued use of the Platform after any such change constitutes your acceptance of the new Terms and Conditions. If you do not agree to any of these terms or any future Terms and Conditions, do not use or access (or continue to access) the Platform.

10.7 Waivers

No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

10.8 Severability

The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

10.9 Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign the Agreement in its entirety (including all Order Forms), without consent of Customer, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.10 Governing Law

The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that the Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law of the Agreement, any arbitration conducted hereunder shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

10.11 Venue; Waiver of Jury Trial; Fees

The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

10.12 Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you may seek relief from us. For any dispute with us, you agree to first contact us at legal@weavechain.com and attempt to resolve the dispute informally. If we have not been able to resolve a dispute within sixty (60) days of your first contact, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in San Francisco County, California, unless we agree otherwise. If you are using the Platform for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Platform for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

10.13 Entire Agreement

The Agreement, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) these Customer Terms; and (3) any other documents or pages referenced in these Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.

10.14 Survival

Any section of the Agreement that, by its terms or its nature, should survive the termination or expiration of the Agreement shall so survive, including but not limited to Sections 1.3, 2.2, 2.3, 3, and 4 through 10.

10.15 Contacting Us

Please also feel free to contact us if you have any questions about the Customer Terms or any other part of the Agreement. You may contact us at legal@weavechain.com or at our mailing address set forth in Section 5 above.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Platform of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.