1. ACCEPTANCE OF TERMS
Mindroute Incentive USA, Inc. (referred to here as “Incentive”) provides Weavy / Incentive (as defined below and referred to here as the “Product”) to “You” subject to this Terms of Service (“TOS”). By accepting this TOS, or by accessing or using the Product, You acknowledge that you have read, understood, and agree to be bound by this TOS. If You are entering into this TOS agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these TOS, You must not accept these TOS and may not use the Product.
Incentive may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at weavy.com/terms. The revised terms and conditions will become effective upon posting and if You use the Product after that date, we will treat Your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, your only remedy is to stop accessing and using the Product.
2. DESCRIPTION OF PRODUCT
The Product includes either the hosted or the on-premise version. Any new features added to or augmenting the Product are also subject to this TOS.
3. GENERAL CONDITIONS/ACCESS AND USE OF THE PRODUCT
Subject to the terms and conditions of this TOS, You may access and use the Product only for Your internal business purposes as contemplated by Your License Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Product available to any third party, other than as expressly permitted by Your license agreement or (b) use the Product in any unlawful manner or in any manner.
Subject only to the limited right to access and use the Product expressly granted to You under this TOS, all rights, title, and interest in and to the Product and its components will remain with and belong exclusively to Incentive. You shall not modify, adapt, or hack the Product to create any derived work or falsely imply any sponsorship or association with Incentive, or otherwise attempt to gain unauthorized access to the Product or its related systems or networks.
You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Product. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for all activities that occur under Your login or account.
Incentive reserves the right to access any or all Your accounts to respond to Your requests for technical support. We shall maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of any of Your data on an Incentive-hosted implementation of the Product. We will not disclose Your data except if compelled by law or if permitted by You.
We will exercise at least industry standard security for Your information stored in the hosted version of the Product. If you are using the on-premise version of the Product, you are completely responsible for the security, management, and use of the data You have in Your Product.
The failure of Incentive to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Incentive, even though it is electronic and is not physically signed by You and Incentive, and it governs Your use of the Product and takes the place of any prior agreements between You and Incentive.
Incentive, Weavy™, and Incentive’s various logos used or displayed on the Product are trademarks of Incentive and You may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Incentive products and services, provided You do not attempt to claim ownership of the marks by incorporating any of them within Your names or offerings.
5. PAYMENT AND REFUNDS
Trials and Payments. The Product is made available on a subscription model. A 30-day free trial is available for the Product. If You do not activate with Your billing details after the trial ends, Your account will be suspended and can only be reactivated by submitting Your billing information. Once You process Your payment Your service will be resumed.
Plan and Price Changes. Prices of all Product plans are subject to change upon 30 days notice from us. Such notice may be provided at any time. In addition, Incentive reserves the right to contact You about special pricing if Incentive deems your situation will be better served with a different pricing arrangement.
Credit Card Billing, Receipts, and Privacy. We process all contract payments through Stripe (https://stripe.com) and Incentive does not receive or hold any client credit card information.
6. CANCELLATION AND TERMINATION
You are responsible for properly canceling Your account. The account owner (the person that started the subscription) can cancel the Product account at any time by sending an email to email@example.com. Your Product subscription then will terminate at the end of Your current subscription period. If You are using the hosted version of the Product, we will remove the entire installation including all Your information and provide a destruction certificate. Once removed, this information cannot be recovered. If You are using the on-premise version of the Product and You cancel Your subscription, the Product will continue to function; however, you won’t have access to Product support or any future upgrades minor or major.
Violation of TOS. Incentive pays special attention to the safeguarding of stored information. However, Incentive reserves the right to (i) modify or discontinue, temporarily or permanently, the Product (or any part thereof) and (ii) refuse any and all current and future use of the product, and (iii) suspend or terminate your account (any part thereof) or Your ability to use the Product if Incentive believes that You have violated these TOS. Incentive will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of the Product, may be referred to appropriate law enforcement authorities.
If Incentive terminates your hosted version of the Product for any reason, Incentive will provide You a copy of your data. Incentive shall not be liable to You or any third party for any modification, suspension, or discontinuation of the Product.
7. DISCLAIMER OF WARRANTIES
THE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND INCENTIVE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT INCENTIVE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM INCENTIVE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL INCENTIVE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, INCENTIVE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, INCENTIVE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Incentive may assign or transfer this TOS, in whole or in part, without restriction.
10. EXPORT COMPLIANCE
You are responsible for complying with all applicable laws, rules, or regulations governing the export of any data contained in Your instance of the Product or any of its components. You are responsible for complying fully with the requirements of the European GDPR that went into effect on May 25, 2018.
11. GOVERNING LAW
This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to Your access or use of the Product.