Terms of Service

Welcome to Weave, provided by Weave Communications, Inc. and its subsidiaries, affiliates and other related entities (“Weave,” “we,” “our,” or “us”). These Weave Terms of Service (“Terms” or “Agreement”) govern your use of our software applications, architecture and platform (the “Software”) and systems and data facilities (the “Network”), as well as any other websites, subdomains, or services owned or controlled by Weave that provide you with access to the Software, Network, and Mobile App (as defined below), if downloaded by you (collectively, the “Service”). To access the Service, you must at all times agree to and abide by these Terms.

These Terms constitute a legal contract between you, the representative who is authorized to legally bind a single company, organization, or entity (“you” or “Subscriber”) and Weave regarding your use of the Service. For purposes of these Terms, “you” or “Subscriber” also refer to the Subscriber’s end users of the Service. Weave may have different roles with respect to different types of end users of the Service, and “you” as used in these Terms will apply to the appropriate type of end user of the Service under the circumstances.

Please carefully read these Terms. By executing an Order (as defined below) for the Service, you signify that you have read, understood, and agree to be bound by the Terms, which hereby incorporate the following:

• the provisions of these Terms of Service;
• the Business Associate Agreement (the “BAA”), Data Processing Addendum (“DPA”), or other such agreement that you and Weave have agreed to in writing;
• the quotation, pricing sheet, or service agreement that has been issued by Weave to you (hereinafter referred to as the “Order”);
• the Weave Privacy Policy (the “Privacy Policy”); and
• any additional guidelines and any future modification to any of the foregoing that may be issued by Weave from time to time.

If you are using or opening an account with Weave on behalf of a company, organization or other legal entity (collectively, the “Subscribing Organization”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind it to these Terms; (ii) have read and understand these Terms; and (iii) agree to these Terms on behalf of such Subscribing Organization.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. License Grant. Subject to the terms and conditions of these Terms, Weave hereby grants to you a limited, personal, non-transferable and revocable license to access and use the Service in the manner contemplated by these Terms solely for your internal business purposes. You have no right to sub-license or resell the Service or any component thereof. By using the services you agree and acknowledge that your business purposes operate within the purposes and uses approved by Weave, which can be found on the Weave website getweave.com under Software.
2. The Weave Service and Features.  Subject to these Terms, we agree to provide the Service. Weave has no obligation to provide any services or perform any tasks not specifically set forth in these Terms, including any applicable Order. Pursuant to your Order, the Service consists of integrated hardware and/or software features (each a “Feature” and collectively, “Features”) that enable you to engage in various communication, management and other business activities, which may include phone systems; text messaging; scheduling; payment processing and merchant services (including Weave’s Text to Pay Feature); team communication and chat features; digital forms; call, payment and practice analytics; and marketing tools, as more fully described at https://www.getweave.com (the “Website”) and may be changed by Weave from time to time. Certain Features have additional terms and conditions specific to your access and use of such Feature (each the “Feature Terms and Conditions”) that you agree to by entering an Order for such Feature(s). Each Feature Terms and Conditions, as amended from time to time, supplements these Terms and each such Feature Terms and Conditions (available at https://www.getweave.com/legal) is hereby incorporated by reference. If you use the Feature Weave Payments, you are subject to the Payment Processing Service Terms.  If you use the Weave Phones/Voice over Internet Protocol (“VoIP”) Service, you are subject to the VoIP Service Terms. If you access and use the Service via a mobile device, you are subject to the Mobile App Terms. If you use the Feature Weave Digital Forms Service, you are subject to the Digital Forms Service Terms. If you use the Feature Weave Insurance Verification, you are subject to the Weave Insurance Verification Terms. If any provision of these Terms expressly conflicts with any provision of a Feature Terms and Conditions, the conflicting terms in the Feature Terms and Conditions will control. If your Order conflicts with these Terms, your Order shall govern. All other terms and conditions of each agreement will remain in full force and effect. For the avoidance of doubt, any reference to the Service in these Terms includes the Features.
3. Third-Party Provider Agreements.  In addition to these Terms, your relationship(s) with any of our third-party providers will be subject to separate terms and conditions applicable to each specific third-party provider (each, a “Provider Agreement”). A Provider Agreement, available upon request, supplements these Terms and is hereby incorporated by reference. If any provision of these Terms conflicts with any term of a Provider Agreement, the conflicting terms in the Provider Agreement will control with respect to the third-party provider’s products or services. Further, you will be subject to any additional guidelines or rules applicable to a specific Provider Agreement which may be included in the Provider Agreement or posted from time to time. All such guidelines are hereby incorporated by reference into these Terms. WEAVE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD-PARTY PRODUCTS AND SERVICES. SUBSCRIBER’S USE OF THIRD-PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. WEAVE ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR DAMAGES INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD-PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER WEAVE IS A RESELLER OF, OR REFERRAL AGENT FOR, SUCH PRODUCT OR SERVICE.
4. Modification of the Terms. Weave reserves the right, at its sole discretion, to change, supplement or remove all or part of these Terms, including any Feature Terms and Conditions, at any time. You agree to review these Terms periodically for changes. When we change the 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 Terms. If any such revision is unacceptable to you, your only remedy is to terminate your Weave Service. Your continued use of the Service following any revision to these Terms will mean you accept all of the updated terms and conditions.
5. Support. Weave makes available web-based support at https://www.weavehelp.com and provides support services via email, chat and telephone, as further described on the Weave Support webpage at https://www.weavehelp.com/support. Additional support services may be available to you upon payment of applicable fees (if any), as specified in any applicable Order. Any support services are subject to these Terms and Weave’s applicable support policies. Weave may also provide onboarding, deployment and other services under this Agreement. The scope, pricing and other terms for these additional services will be set forth in the applicable Order. Weave’s ability to deliver the Service will depend on your reasonable and timely cooperation and the accuracy and completeness of any information from you needed to deliver the Service.
6. Data Processing. The Service allows you to submit, store, and access certain business data and other information related to you, your customers (“Customers”), or your business, including personal data (collectively, “Subscriber Data”). Providing our Service requires collecting and using your Subscriber Data. The BAA, DPA and our Privacy Policy explain how we collect, use, and share information. They also explain the ways you can control your information. You and Weave agree that, as between Subscriber and Weave, you are the owner and controller of all Subscriber Data, and Weave is the processor of the Subscriber Data.
   1. Subscriber Data License Grant. By submitting Subscriber Data to Weave or by otherwise providing Weave with access to your Subscriber Data, you represent and warrant that you have all rights necessary to grant and hereby grant all rights and licenses to the Subscriber Data required for Weave and its subcontractors and service providers to provide the Service. You agree that Weave may collect, analyze, and use data derived from Subscriber Data. You further agree that Weave will have the right, both during and after the Term (as defined below), to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated Subscriber Data. Except for the rights you grant in these Terms, as between the parties, you own all rights, title and interest (including all intellectual property rights) in and to your Subscriber Data.
   2. Your Responsibilities for Subscriber Data. In connection with Subscriber Data, throughout the Term you hereby represent, warrant, and agree that: a) You have obtained the Subscriber Data lawfully, and the Subscriber Data does not and will not violate any Applicable Laws (as defined below) or any person or entity’s proprietary or intellectual property rights; b) The Subscriber Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the Network or Software used by Weave or its subcontractors to provide the Service; c) All Subscriber Data has and will be collected by you in accordance with a privacy policy that permits Weave to share, collect, use, and disclose such Subscriber Data as contemplated under these Terms, and if required by Applicable Law, pursuant to consents obtained by you to do each of the foregoing; d) You are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Subscriber Data provided hereunder; e) Weave may exercise the rights in Subscriber Data granted hereunder without liability or cost to any third party; f) The Subscriber Data complies with the terms of this Agreement. For purposes of clarity, Weave takes no responsibility and assumes no liability for any Subscriber Data, and you will be solely responsible for your Subscriber Data and the consequences of sharing it hereunder.  
   3. Use and Disclosure of Subscriber Data.  Weave will only use Subscriber Data to provide the Service to you, except with your prior written consent or as otherwise expressly permitted under this Agreement, the BAA, the DPA, the Privacy Policy or other such agreements you have entered with Weave. Weave will not disclose Subscriber Data outside of Weave except: a) as you direct or as required to provide the Service; b) to your third-party service providers as directed by you; c) to sub-processors as described in the section titled “Sub-processors”; d) as otherwise described in the BAA, the DPA, or the Privacy Policy; e) as required by Applicable Laws to which Weave is subject.
   4. Disclosure of Subscriber Data required under Applicable Laws.  If Weave is required to disclose Subscriber Data by Applicable Laws, then Weave will promptly notify you unless prohibited by law. On receipt of any other third-party request for Subscriber Data, Weave will promptly notify you unless prohibited by Applicable Laws, and Weave will attempt to redirect the third party to request the Subscriber Data directly from you.
   5. Requests by Data Subjects.  Unless prohibited by law, Weave will promptly notify you if a) Weave receives a request from a data subject for access to the data subject’s own personal data, or for the rectification or erasure of such personal data; b) Weave receives any other request or query from a data subject relating to the data subject’s own personal data; or c) a data subject exercises any rights under Applicable Privacy Laws. Weave will assist you by providing appropriate technical and organizational measures, insofar as this is reasonably possible, for the fulfillment of your obligations to respond to such requests from a data subject. You agree to pay for assistance performed by Weave at Weave’s then current fees for such services.
   6. Location of Subscriber Data.  We access, store and process Subscriber Data globally within Weave and externally with our partners in accordance with our Privacy Policy, BAA, and DPA. Your information may, for example, be transferred or transmitted to, or stored and process in the United States or other countries outside of where you live for a) the purposes described in our Privacy Policy, BAA, and DPA; b) to provide the Service to you as set forth in these Terms; c) with your consent; d) as necessary to comply with Applicable Laws or a binding order of a Governmental Authority (such as a subpoena or court order).
      
      A “Governmental Authority” is any governmental or regulatory authority, agency, commission or board of any federal, state, provincial, municipal or local government, legislature or parliament, or any court or, without limitation, any other law, regulation or rule-making entity having or purporting to have jurisdiction in the relevant circumstances. Weave imposes controls and limits on the locations from which you may access Subscriber Data or to which you may move Subscriber Data.  You may interconnect the Service with certain other services provided by third parties. Weave imposes controls and limits on the locations from which those third parties may access Subscriber Data or to which they may move Subscriber Data.
   7. Weave Security Measures.  Weave will implement and maintain appropriate technical and organizational measures for the Weave Network, as determined by Weave, designed to protect the security of Subscriber Data within the Weave Network, including measures to protect Subscriber Data from unauthorized access, use, modification, deletion, loss or disclosure. Weave will limit access to Subscriber Data to only those subcontractors and personnel who have a need to know.  Weave will ensure that its subcontractors and personnel authorized to access Subscriber Data are bound by appropriate obligations of confidentiality.  For the avoidance of doubt, you are responsible for properly configuring and using the Service and taking your own steps to maintain appropriate security, protection, and backup of Subscriber Data outside of the Weave Network.
   8. Weave Obligations on Occurrence of a Data Breach.  If a Data Breach occurs:  a) Weave will notify you of the Data Breach without undue delay after Weave discovers the Data Breach, and in any event within any notice period imposed under Applicable Privacy Laws; and b) on request from you, Weave will use commercially reasonable efforts to provide you with such information as you may reasonably require to provide any notification that you are required to make under Applicable Privacy Laws. If any notification is required by Applicable Privacy Laws, Subscriber shall make such notification, at its own cost. If Applicable Privacy Laws require that Weave make such notification, Weave shall make such notification and Subscriber shall reimburse Weave for all of the costs incurred by Weave in providing that notification, except in cases where the Security Breach was solely and directly caused by Weave’s gross negligence or willful misconduct.
   9. Sub-processors. You agree that Weave may use sub-processors to provide the Service to you, to fulfill its contractual obligations under the BAA, the DPA and the Agreement, or to provide certain services on its behalf. Weave will enter into a written agreement with each sub-processor permitting the sub-processor to access and use Subscriber Data only for the purpose of delivering the services Weave has retained the sub-processor to provide and for no other purpose. Weave will be liable for the acts and omissions of any sub-processors to the same extent as if the acts or omissions were performed by Weave.
   10. Backups. Weave will not be responsible for any backup, recovery or other steps required to ensure that Subscriber Data is recoverable in the case of data loss. You are solely responsible for backing up your Subscriber Data on a regular basis and taking appropriate steps to safeguard and ensure the integrity of your Subscriber Data. Except for requirements that are included in any BAA, DPA or Privacy Policy entered into between you and Weave, Weave expressly disclaims all other obligations with respect to storage of Subscriber Data.
   11.     Changes in Applicable Privacy Laws. If there is a change in Applicable Privacy Laws that, in the opinion of Weave, may cause Weave to incur unanticipated costs to comply or may cause Weave to face adverse regulatory action, then Weave will provide notice in writing to you. On receipt of such notice by you, the parties will negotiate in good faith to agree on a solution that will enable you to continue to use the Service and that will enable both you and Weave to comply with all Applicable Privacy Laws. If the issue can be resolved by a commercially reasonable change to the Service or to the manner in which you use the Service, then the parties, acting reasonably and in good faith, will attempt to reach agreement on the nature of the change and, if the change will result in a material cost being incurred by Weave, the portion of that cost that will be borne by you. If the parties are unable to reach agreement within sixty (60) days after the commencement of such negotiations, then either party may terminate the Agreement by thirty (30) days’ notice in writing to the other party. Subject to the foregoing, the parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of Applicable Privacy Laws and any other Applicable Laws.
   12. Definitions.  Terms having a meaning defined in this Agreement will have the same meaning when used in this Section 6 unless the context otherwise requires, and the following terms will have the following meanings:
       1.  “Applicable Privacy Laws” means Applicable Laws relating to the collection, use, processing, or disclosure of personal data and includes, in each case to the extent applicable: a) the Health Insurance Portability and Accountability Act and its implementing regulations, 45 C.F.R. Part 164; b) the California Consumer Privacy Act (California); c) the Gramm-Leach-Bliley Act of 1999, as amended, and the regulations promulgated under that act; (d) US state data breach notification laws; d) the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and the Act respecting the protection of personal information in the private sector (Quebec);and/or e) the Canadian PHI Laws, as amended from time to time.
       2.  “Canadian PHI Laws” means: a) Health Information Act (Alberta); b) Personal Health Information Act (Manitoba); c) Personal Health Information Privacy and Access Act (New Brunswick); d) Personal Health Information Act (Newfoundland and Labrador); e) Health Information Act (Northwest Territories);  f) Personal Health Information Act (Nova Scotia); g) Personal Health Information Protection Act (Ontario); h) Health Information Act (Prince Edward Island); i) Health Information Protection Act (Saskatchewan); and/or j) Health Information Privacy and Management Act (Yukon), as amended when necessary.
       3.  “Data Breach” means the unauthorized acquisition, access, use, modification, or disclosure of unencrypted personal data from or within the Weave Network or its sub-processors in a manner which compromises the security or privacy of the personal data, if it is reasonable in the circumstances to believe that the acquisition, access, use, modification, or disclosure of unencrypted personal data creates a real risk of significant harm to a data subject.
       4.  “Data Subject” means the individual identified in or identifiable from personal data.
       5.  “Personal Data” has the meaning given to it in Applicable Privacy Laws and includes “personal information”, “Protected Health Information” and “Personal Health Information”, as applicable, as those terms are defined in Applicable Privacy Laws.
       6. “Weave Network” means Weave’s internal data center facilities, services, networking equipment, and host software systems that are within Weave’s reasonable control and are used to provide the Service.
7. Subscriber Obligations. You acknowledge and agree to the following:
   1. How You Use the Service.
      1. Subscriber Accounts. To use certain features of the Service, you must register for the Service and create an account (“Account”). When creating your Account, you agree to provide true, accurate, current, and complete information and to maintain and update your Account information as needed. You are responsible for implementing generally accepted security measures to protect your Account, including maintaining the confidentiality of your Account username and password and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your Account. You understand this means that you accept full liability and responsibility for your actions or the actions of anyone who uses the Service through your Account with or without your permission. If you have reason to believe that your Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your username, password, or any credit, debit or charge card number), you agree to immediately notify Weave. You may be liable for the losses incurred by Weave or others due to any unauthorized use of your Account.
      2. Administrator Accounts. The person who first completes the Service registration on behalf of any Subscribing Organization is the initial “Administrator” for purposes of such Subscribing Organization’s use of the Service and exercises certain options to determine the level of access, privacy, and security for the Service related to the Subscribing Organization (“Administrator Account”). For example, the Administrator will determine who can be an authorized end user of the Service for the associated Subscribing Organization and the level of end user privileges. Each Administrator may designate other end users as additional and/or successor Administrators, each of whom hereby accepts Administrator responsibilities and may access and manage your account information. Administrators are responsible for managing Accounts and assigning the appropriate level of privileges for each Account within your Subscribing Organization. Any person designated as the billing contact in the Service billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with all terms and conditions applicable to Accounts. You agree that you are solely responsible for managing your Accounts and terminating credentials and access for any end users no longer authorized by you to use the Service.
      3. System Access. You may choose to allow Weave to automatically retrieve data from your system(s) or from systems or services provided by third parties on your behalf (collectively, the “Systems”). You hereby represent and warrant to Weave that you have all necessary consents, rights, permissions and authority to allow Weave to automatically access such System(s) and you hereby grant Weave permission to access such System(s) and retrieve Subscriber Data therefrom by indicating the same within your Account. Weave disclaims any and all liability associated with accessing and retrieving Subscriber Data from such System(s) on your or your Subscribing Organization’s behalf. In order to connect the Service with any third-party System to enable certain functionality of the Service, you hereby designate Weave as your agent and attorney-in-fact in connection with such System access and further authorize Weave to:  a) store your Subscriber Data relating to such System; b) access such System using Subscriber Data you provide us; c) use any materials you provide us in order to provide you the Service; d) gather, transfer, handle and export from such System any Subscriber Data reasonably necessary for us to provide the Service to you; and/or e) otherwise take any action in connection with such System as is reasonably necessary for us to provide the Service to you. You agree that those third-party System providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. IF AT ANY TIME YOU DO NOT HAVE ALL NECESSARY CONSENTS, RIGHTS, PERMISSIONS, AND/OR AUTHORITY TO ALLOW WEAVE AUTOMATIC ACCESS TO SUCH SYSTEM(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR ACCOUNT OR ADMINISTRATOR ACCOUNT.
      4. Compliance with Laws. You are solely responsible for, and agree to use the Weave Service, including all Features and functionalities, in accordance with all applicable federal, state, provincial, municipal or local government laws, statutes, rules, by-laws and regulations, and all applicable official rules, policies, notices, directives, orders, judgments and decrees of any Governmental Authority, as amended from time to time (together, “Applicable Laws”) including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, Canada’s Personal Information Protection and Electronic Documents Act and equivalent provincial private-sector privacy legislation, Canada’s provincial health information privacy laws, Canada’s Telecommunications Act and the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules, Canada’s anti-spam legislation, Quebec’s Charter of the French Language and all other Applicable Laws and regulations concerning privacy, telecommunications, telemarketing, call recording, language translation, and the sending of email, text, and fax messages. You covenant and warrant that you shall ensure that all communications that you make using the Service will comply with all such Applicable Laws.
      5. Consent to Send Texts, Emails, Fax, and Telephone Calls.Without limiting the generality of Section 7.1.4, you represent and warrant that you have obtained from the Customers that you contact or cause to be contacted through the Service, including by telephone, email, text or fax message, all consents required under Applicable Law. If you are using Weave’s messaging service, you agree to comply with applicable opt-in requirements as outlined in theCTIA Principles and Best Practices. Messages should only be sent to recipients who have opted-in to your service and/or are expecting communication from you. Weave reserves the right to suspend your account if abuse is reported. You further agree to accept and comply with requests from Weave to provide documentation of customer consents, express or implied. You acknowledge and agree that you are solely in control of, and responsible for, the calls and email, text or fax messages you cause to be sent through the Service. If you have signed up for a Weave Feature that includes call recording, you acknowledge that all calls may be recorded automatically by activating the Feature and you understand that it is your responsibility to comply with all laws and regulations related to call recording.
      6. Minimum Specifications and Internet Connectivity. You are solely responsible for and agree to obtain and maintain computing devices, software, and internet access required to operate the Service in accordance with the terms of this Agreement and Applicable Law. The proper operation of the Service requires underlying software and an internet connection meeting minimum specifications, available at https://www.weavehelp.com/network-specs and https://www.weavehelp.com/os. Weave has no obligation to provide full functionality of the Service if these minimum standards are not met.  
   2. Restrictions on Use and Unlawful Activity. The actions of Subscribers and individual end users can have an impact on the Service as a whole. Accordingly, when using the Service, you agree to use the software as provided for the purposes of managing a lawful unrestricted business. You agree to not use the software or offer services, product, or content, that is deemed unlawful or restricted by any Governmental Authority or Weave, including, but not limited to, using the service outside of agreed to terms herein.
   3. Suspension of Service.  Weave reserves the right to suspend all or any part of the Service immediately without notice if Weave reasonably believes you are, or any activities conducted via or through the Service are: (a) in violation of these Terms or Applicable Laws; (b) your usage patterns or volumes are materially outside your regular usage patterns; (c) your activity is otherwise disruptive or harmful to Weave or any third party as determined at Weave’s discretion;  (d) you are not up to date on all amounts owed to Weave hereunder; or (e) Weave suspects any illegal activity is occuring from your usage of the Service Weave’s failure to take action shall not be deemed a waiver of this right.
      
      If you have reason to believe that any unlawful, restricted, or use outside of the general purpose of this system occurred, you agree to immediately notify Weave. You may be liable for the losses incurred by Weave or others due to any unauthorized use of the Service through your Account.
8. Ownership; Proprietary Rights. The Service is owned and operated by Weave. The visual interfaces, graphics, design, compilation, information, computer code, products, Software, Network, and all other elements of the Service provided by Weave, but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of end users (including without limitation Subscriber Data) (collectively, the “Weave Materials”) are protected by intellectual property laws and other Applicable Laws. Except for any technology licensed by Weave, which is owned by and provided by our third-party licensors, all Weave Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the sole and exclusive property of Weave or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Weave or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Weave Materials or the intellectual property rights therein or thereto. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Weave Materials.
9. Payment Terms; Charges and Taxes.
   1. Subscription Fees. You agree to pay the subscription fees as set forth in your Order. Weave reserves the right to change the amount of, or basis for determining, any subscription fees or charges for the Services we provide, and to institute new fees or charges. The subscription fees for the services will remain fixed during the initial term of your subscription unless you receive promotional discounts, exceed subscription limits, upgrade products, or subscribe to additional products. If your Order has a stated duration (a “Term”), you will be responsible for paying  the subscription fees for the entire Term, whether you use the Service, or not.
      1. Subscription Fee Price Increase. Subscription fees may be subject to an increase of up to ten percent (10%) per year. You will receive notice of any subscription price increase greater than ten percent (10%) upon commercially reasonable advance notice.  
      2. Automatic Renewal. You acknowledge that your subscription to the Service is subject to automatic renewals. You consent to automatic renewal of the Service every month or such other Term as is stated in your Order, and you accept responsibility for all related recurring charges to your applicable payment method without further authorization from you and without further notice, unless required by Applicable Law. You acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if there has been a change in the applicable fees.
   2. Miscellaneous Fees. Weave may charge fees for miscellaneous products and services not covered by your subscription fees. You are responsible for all charges incurred under your Account made by you or anyone who uses your Account. All costs for phone usage, including, without limitation, any domestic or international calls or text messages, made through or via the Service, are your responsibility and you agree to cover all such costs.
   3. Fees, Taxes and other Surcharges. You are responsible for paying any applicable fees and applicable local, state, provincial, territorial, federal and other taxes or surcharges, as well as any third party fees charge to or against Weave, including, but not limited to, any applicable Federal Universal Service Fund contributions, sales, goods and services, use, value-added taxes, and harmonized sales tax or provincial sales tax, as well as any cost recovery fee which will represent an accurate and non-inflated recovery of the charges and/or fees to or against Weave associated with the provision of the Service to you and your use of the Service, in a timely manner with a valid payment method. To the extent Weave is obligated to collect such taxes, the applicable tax will be added to your billing account. Weave will use commercially reasonable efforts to provide you with prior notice of and information regarding any such charges and/or fees.
   4. Payment Method. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by acceptable payment methods, which are limited to credit card or automated clearing house (ACH). You agree that we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, account number, routing number, or expiration date) and to notify Weave if your selected payment method is canceled (e.g., for loss or theft). All fees and charges are nonrefundable (and there are no credits), except: (a) as expressly set forth herein; and/or (b) as required by Applicable Law.
   5. Past Due Payments. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Notwithstanding any other provision in these Terms or an applicable Order, your Account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences with Weave; provided, however, that such notice will not affect charges submitted before Weave could reasonably act.
   6. Cancellations. There are no refunds for Service cancellations. If your Order does not have a stated Term, you must cancel your subscription for the Service at least thirty (30) days prior to the first day of the next billing period to avoid being charged the renewal fee for such billing period. No cancellation will be effective until all phone numbers associated with your account have been ported out of Weave, and you will be charged any applicable monthly subscription fees at the beginning of any billing period in which any phone numbers remain associated with your account. If your Order has a stated Term, no refunds will be given for cancellations during the Term.
10. Term; Termination.
    1. Term.  Unless the applicable Order states otherwise, these Terms are effective upon the date you sign up for the Service, and shall remain in effect until one party notifies the other of its intent to terminate in accordance with Section 10.2 or Section 10.3, below.
    2. Termination for Convenience. Except as prohibited by Applicable Law or as otherwise stated in applicable Feature Terms and Conditions, either party may terminate these Terms upon thirty (30) days’ advance written notice. Provided, however, that, notwithstanding any termination of this Agreement for convenience as provided for herein, any active Order with a stated Term will remain in effect and enforceable until the end of the Term of such Order.
    3. Termination for Cause. Either party may terminate these Terms upon thirty (30) days’ advance written notice if:  (a) the other party has breached these Terms (including through non-payment of amounts owed hereunder) and has not cured such breach within such notice period; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, initiates or becomes subject to any proceeding under any bankruptcy or insolvency law, or has wound up or liquidated its business.
    4. Effects of Termination. Upon termination of these Terms, Subscriber and all of its end users must cease use of the Service. All licenses granted shall immediately terminate and, if applicable, each party shall promptly cease all use of the other party’s logos and promptly cease representing itself as the customer or commercial service provider of the other, respectively. If any fees are outstanding, you shall pay such fees within thirty (30) days of the effective date of termination.  
       1. Return or Deletion of Subscriber Data.  On the expiry or termination of this Agreement for any reason, Weave may retain Subscriber Data that is necessary for Weave to continue its proper management and administration, to carry out its legal responsibilities or for other purposes described in the BAA, DPA or Privacy Policy, and Weave will return to you or destroy the remaining Subscriber Data. All requests for return of Subscriber Data are subject to the terms defined in Section 10.4.2. Weave will continue to comply with the terms of this Agreement, the BAA, the DPA, the Privacy Policy or other such agreement that you and Weave have agreed to in writing, as to any Subscriber Data that Weave retains for so long as Weave retains that Subscriber Data, and Weave will destroy the retained Subscriber Data when it is no longer needed.
       2. Export of Subscriber Data. Within thirty (30) days following the termination date of this Agreement, upon written request by you,, Weave will make Subscriber Data in its possession or control available to you to the extent that making such Subscriber Data available is technically feasible, provided that you have paid Weave all amounts owed under this Agreement. Additional fees may apply. After the  thirty (30) days, Weave will have no obligation to retain or provide Subscriber Data. If at any time during the Term you require Weave’s assistance in retrieving Subscriber Data, additional fees may apply.
11. Confidentiality.
    1. Protection of Confidential Information. For purposes of these Terms, “Confidential Information” means any non-public information provided by one party to the other party that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure, including, without limitation, with respect to Weave, the Weave Materials. Each party agrees that it shall take reasonable measures to protect against disclosure and unauthorized use of the Confidential Information of the other party; provided, however, that Weave may disclose your Confidential Information to employees, contractors, advisors and service providers who are required to know such Confidential Information in order to perform (or help facilitate the performance of) the Service. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. Upon termination of these Terms, each party will either return or, at the disclosing party’s request, destroy the Confidential Information of the other party; provided however, that each party may retain copies of the other’s Confidential Information for routine backup and archival purposes. The obligations set forth in this Section shall not apply to any information to the extent that it is requested or required to be disclosed by applicable legal authority provided that, if practicable and legally permissible, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure at the disclosing party’s sole expense.
    2. Breaches of Confidentiality. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Section 11 or, in the case of Subscriber, Section 7.2 or any actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
12. Warranty; Disclaimer.
    1. Weave Warranty. Weave represents and warrants that it possesses sufficient rights, approvals, licenses, consents and permissions necessary to perform its obligations hereunder, subject to the grant of rights by you pursuant to the terms hereof, exercise its rights hereunder and to grant the licenses granted by it under these Terms.
    2. DISCLAIMER.  EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND ANY THIRD-PARTY DATA, SOFTWARE, INCLUDING MOBILE SOFTWARE, SUPPLIED HARDWARE, WEAVE MATERIALS, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IS PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WEAVE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WEAVE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEAVE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD PARTY OR SUBSCRIBER DATA, WEAVE MATERIAL, OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD PARTY OR END USER-PROVIDED INFORMATION, MATERIAL, OR DATA. WEAVE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR SUBSCRIBER DATA.
13. Limitation of Liability.
    1. WEAVE AND ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, AGGRAVATED OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, THIRD-PARTY CLAIMS, FAILURE TO REALIZE EXPECTED SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR WEAVE MATERIALS OR THE SERVICE, OR ANY OTHER INTERACTIONS WITH WEAVE, EVEN IF WEAVE OR A WEAVE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WEAVE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
    2. THE TOTAL AGGREGATE LIABILITY OF WEAVE AND ALL OF ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS AND SUPPLIERS TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES,  CAUSES OF ACTION, COSTS AND EXPENSES OF EVERY NATURE AND KIND, INCLUDING LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE FIRST ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR $10,000, WHICHEVER IS GREATER.
    3. YOU ACKNOWLEDGE AND AGREE THAT WEAVE HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WEAVE.
14. Indemnification. You agree to defend, indemnify and hold harmless Weave and its subsidiaries, agents, managers, and other affiliated companies, and their 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 attorneys’ fees) arising from or related to:  a) any alleged or actual breach of any representation, warranty or covenant made by you under these Terms; b) violations of any Applicable Law, rule or regulation by you; c) any claim for damages that arise as a result of any of your Subscriber Data or any other data that are submitted via your account. You shall not, without the prior written consent of Weave, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such claim against Weave.
15. Governing Law; Arbitration; and Class Action/Jury Trial Waiver.
    1. Governing Law. These Terms shall be governed and interpreted under the  laws of the State of Utah, without respect to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the federal and state courts located in Salt Lake County, Utah for any actions arising in connection with these Terms and you irrevocably waive objection to the venue.. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
    2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WEAVE. Notwithstanding Section 15.1 with respect to the substantive law, any arbitration conducted pursuant to the provisions of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). For any dispute with Weave, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Weave has not been able to resolve a dispute it has with you after sixty (60) days, 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 these Terms or the Service, or the breach or alleged breach, enforcement, or interpretation or validity of these Terms, including the determination of the scope or applicability of this agreement to arbitrate (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jams adr.com. The arbitration will be conducted in Salt Lake County, Utah, unless you and Weave agree otherwise. Each party will be responsible for paying its 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. 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 Weave 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 or other proprietary rights. You agree that Salt Lake County, Utah is the proper forum for any appeals of an arbitration award or for trial court proceedings if this arbitration provision is found to be unenforceable.
    3. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WEAVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
16. Miscellaneous.
    1. Remote Access. In certain instances, Weave Support may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. Weave disclaims any liability or responsibility for any damage or loss resulting from use of the remote access tool. In the event of any conflict between these Terms and information provided by Weave Support or other portions of our Website, these Terms will control.
    2. Pre-release Features. If any Feature is a pre-commercial release or beta version (“Pre-release Feature”), then this section applies. The Pre-release Feature is a pre-release version, does not represent a final product from Weave, and may contain bugs, errors, and other problems that could cause system or other failures and data loss and may only be used for testing purposes. Weave may decide never to release commercially the Pre-release Feature. Weave may alter features, licensing terms, or other characteristics of any version of the Pre-release Feature that it releases. If you received the Pre-release Feature pursuant to a separate written agreement (“Test Agreement”) for Pre-release Feature, your use of the Service is also governed by the Test Agreement. If there is a conflict between these Terms and the Test Agreement, the Test Agreement controls. You may not disclose, publish or disseminate any information regarding the Pre-release Feature to anyone, including but not limited to any new features or faults to any Internet forums. YOUR USE OF A PRE-RELEASE FEATURE IS AT YOUR OWN RISK. THE SECTIONS RELATED TO WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS ALSO APPLY TO THE PRE-RELEASE FEATURE.
    3. Supplied Equipment.  New or reconditioned equipment that Weave or our agent provides or leases to you, including, but not limited to, VoIP telephones or payment terminals (“Supplied Equipment”) may be required to use the Service. You acknowledge that any addition to, removal of, or change to the Supplied Equipment may interrupt your Service. We do not represent that the Service will work correctly, or that all features will be available, if you access the Service using your own equipment or Retired Equipment. 
       1. Leased Equipment. Unless you have purchased your Supplied Equipment, or we have deemed the Supplied Equipment as Retired, you acknowledge and agree that Supplied Equipment is Weave’s property (“Leased Equipment”) and that this Agreement allows you to use Supplied Equipment only in connection with your lawful receipt and use of the Service. Any monthly rental payments, periodic use payments, or similar arrangements related to Leased Equipment between you and Weave are not purchases of Leased Equipment. You may not assign, rent, or transfer Leased Equipment or your rights or duties under this Agreement to another without Weave’s prior written consent. Weave does not refund or credit leases. You agree not to mishandle, abuse, misuse, or improperly reconfigure, store, or operate Leased Equipment. Weave will repair and maintain Leased Equipment owned by us at our expense, unless such repair or maintenance is made necessary due to misuse, abuse, or intentional damage to the Leased Equipment. Weave may remove or change the Leased Equipment at our discretion at any time the Service is active or following the termination of your Services. Replacement Leased Equipment may or may not be the same model. Replacement Leased Equipment may or may not be reconditioned.  
          1. Exchange of Leased Equipment. You may request an exchange or replacement of Leased Equipment Additional fees may apply.
          2. Return of Leased Equipment. Upon any termination of the Service, or upon the earlier request by Weave, Leased Equipment must be returned to Weave within ten (10) business days of such termination or request or you will incur additional charges. You are responsible for all costs of return shipping. If Subscriber refuses to return the Leased Equipment within ten (10) business days of the canceled date of the Service, Weave retains the right to bill Subscriber the full retail cost to replace the Leased Equipment (“Unreturned Equipment Fee”). Leased Equipment must be in working condition considering normal wear and tear. If not, Weave retains the right to bill Subscriber applicable fees for lost or damaged Leased Equipment. For avoidance of doubt, Leased Equipment remains Weave-owned equipment, and Weave retains title to all Leased Equipment, at all times, including but not limited to after payment of an Unreturned Equipment Fee. The payment of an Unreturned Equipment Fee shall not result in a sale of, or the transfer of title to, any Leased Equipment, and such Leased Equipment shall remain the property of Weave. Weave in no way relinquishes ownership of (including title to) Leased Equipment by the payment of an Unreturned Equipment Fee. Even if an Unreturned Equipment Fee has been paid, Leased Equipment shall not be resold, used, or operated in any manner. If you pay an Unreturned Equipment Fee and subsequently return the Leased Equipment undamaged (with the exception of normal wear and tear), you will be refunded your Unreturned Equipment Fee in full.
       2. Retired Equipment. “Retired Equipment” means any Supplied Equipment that may no longer be subject to return to Weave or to Unreturned Equipment Charges. A list of Retired devices and additional details can be found at https://www.weavehelp.com/hc/en-us/articles/4407226510491-Retired-Equipment. Weave may modify this list at any time. Subscriber bears all risk of loss of, theft of, casualty to or damage to the Retired Equipment. If you continue to use Supplied Equipment after Weave designates it as Retired, you may not receive software-based feature and security updates, which may impair the delivery of the Services and functionality of the Retired Equipment. Weave may provide limited or no support for Retired Equipment. 
       3. Purchased Equipment. If you have purchased your Supplied Equipment, the Supplied Equipment is the sole property of the Subscriber (“Purchased Equipment”). Subscriber is deemed the owner of Purchased Equipment, and bears all risk of loss of, theft of, casualty to or damage to the Purchased Equipment. 
          1. Purchased Equipment Return Policy. Purchased Equipment may be returned to Weave as set forth below. This return policy does not apply to Leased Equipment. This policy does not limit or supersede existing manufacturers’ warranties. You may return any Purchased Equipment for any reason within fourteen (14) days of purchase. You may return any defective equipment upon notice to Weave within one (1) year of purchase. If you return Purchased Equipment, we may replace it with a new or reconditioned item, or we may refund payment for Purchased Equipment. Replacement Purchased Equipment may or may not be the same model. This return policy will not apply in the following circumstances:
             1. You are more than thirty (30) days past due on any of your payment obligations in connection with the Service.
             2. You alter, repair, or improperly handle the Purchased Equipment. 
             3. There is damage or other equipment failure where you do not maintain the Purchased Equipment according to the owner's manual; or you improperly store, reconfigure, or operate the Purchased Equipment.
             4. Equipment is abused, vandalized, stolen, damaged by fire, water, wind, freezing, power failure, inadequate power supply, unusual atmospheric conditions, acts of God or other Force Majeure events.
             5. The Purchased Equipment has been deemed Retired subject to Section 16.3.2.
             6. You use the Equipment in a manner inconsistent with its design, the owner’s manual, if any, or the way the manufacturer intended the equipment to be used.
             7. The Equipment runs any software not provided by Weave or its immediate partners.
       4. For all Supplied Equipment, applicable taxes and surcharges may apply. 
       5. For the avoidance of doubt, Weave assumes no responsibility or liability surrounding the operation of, or your use of, any Supplied Equipment.
    4. Notices. We will send you information relating to your Account (e.g. payment authorizations, invoices, confirmation messages, legal notices, tax forms) and any notices under these Terms in electronic form, for example via emails to your email address provided during registration, or certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed to the contact identified in your most recent Order. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Additionally, you agree that any notices, agreements, disclosures or other communications that we send to you will be provided in the English language only. You will send any notices under these Terms in writing to Weave either by e-mail to [email protected], certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed to: Weave Communications, Inc., 1331 W Powell Way, Lehi 84043 or to such other addresses as Weave may identify from time to time.
    5. Location of the Service. The Service is controlled and operated from our facilities in the United States. If you are a Weave customer in Canada, the Service is being provided in part by our Canadian operations through an agreement with our operations in the United States. Weave makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States and Canada. The Service is subject to United States export laws and regulations and may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Service may be subject to the import and export laws of other countries. You agree to comply with all United States, Canadian, and foreign laws related to the use of the Service. You may not use the Service if you are a resident of a country embargoed by the United States or Canada, or are a foreign person or entity blocked or denied by the United States or Canadian government.  You acknowledge and agree that Weave may suspend all or any part of the Service immediately without notice if Weave reasonably believes you are accessing or using the Service in locations outside of the United States and Canada. You also acknowledge that Subscriber Data may be accessed, stored or processed in the United States or other countries outside of where you live, and that it may be accessible to law enforcement and national security authorities of the United States and other countries.
    6. Feedback. You may provide feedback to Weave concerning the functionality and performance of the Service including, without limitation, identifying potential errors and improvements (“Feedback”).  Weave may use Feedback to improve or enhance its products and services, however, Weave will not be obligated to implement any suggestions or correct any defects, bugs or errors in the Service identified in the Feedback or otherwise.  Subscriber hereby assigns and agrees to assign to Weave all right, title and interest worldwide in and to the Feedback, and all intellectual property rights therein, without any compensation to Subscriber.
    7. Waiver. The failure of Weave to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Weave.
    8. Severability. If any provision of these Terms, an Order, or any guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
    9. Assignment. Your rights and obligations under these Terms, including the licenses granted and the right to receive the Service hereunder, may not be transferred or assigned by you to any other person, including by way of change of control, operation of law (including merger, amalgamation or share exchange), consolidation, sale of assets or otherwise, without the prior written consent of Weave.  If Weave elects to consent to any such transfer or assignment, Weave will condition such consent on  you and/or the transferee or assignee (including the entity surviving a change of control, a transfer or assignment by operation of law (including merger, amalgamation or share exchange), consolidation, asset sale or other assignment or transfer) providing to Weave evidence of such transfer or assignment that Weave may request (which may include any assignments, transfer agreements, bills of sale, purchase agreements, acquisition agreements, merger agreements, shareholder agreements, buy-sell agreements, partnership agreements, limited liability company agreements, operating agreements, stock or other ownership ledgers and/or stock/membership interest/unit certificates (including any canceled certificates) and (b) the transferee or assignee confirming the terms of the Order.  Each transferee or assignee to whom a transfer or assignment is made in accordance with this Section 16.9 will be bound by these Terms.  Weave may assign its rights and/or delegate its obligations hereunder without restriction.
    10. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, the applicable provisions of Sections 3, 6.1, 8, 9, 10.4 (including 10.4.1 and 10.4.2), 12.2, 13, 14, 15, 16.3, and 16.5 through 16.13.
    11. Headings. The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
    12. Entire Agreement. These Terms, including the Feature Terms and Conditions and any other documents or agreements incorporated by reference, together with any Order, including any online order, agreed upon by you and Weave, constitutes the entire agreement between you and Weave relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Weave as set forth in these Terms.
    13. Claims. YOU AND WEAVE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.