PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS OF SERVICE REGARDING ACCESS TO THE WEAVE SOLUTION CAREFULLY. THESE TERMS OF SERVICE FORM A BINDING AGREEMENT BETWEEN THE INDIVIDUAL OR ENTITY BEING GRANTED ACCESS TO THE WEAVE SOLUTION (“YOU”) AND CENTRIEVA, LLC D/B/A WEAVE (“WEAVE”). IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS OF SERVICE, YOU WILL BE INELIGIBLE TO ACCESS THE WEAVE SOLUTION.

1. Free Account
2. Premium Account
3. Fees
4. Acceptable Use
5. Service Commitments and Support
6. Prohibited Actions
7. Proprietary Rights
8. Feedback
9. Data Collection and Privacy
10. Confidential Information
11. Warranty Disclaimer
12. Limitation of Liability
13. Indemnification
14. Term and Termination
15. Miscellaneous

These terms of service (these “Terms”) apply to and govern your access to and use of the hosted software solution, and related documentation, materials, and information (collectively, the “Weave Solution”) and any other benefit that Weave makes available to you as part of the Weave Solution, including access and use of a Premium Account or Free Account. By accessing the Weave Solution, either through a Premium Account or through a Free Account, you are agreeing to be bound by these Terms.  These Terms are supplemental to and in no way modify Weave’s applicable use or privacy policies. From time to time we may need to update these Terms and we will notify you when that happens, either via email or via the Weave Solution so that you can decide if you want to continue to use the Weave Solution.

1. Free Account.  Weave provides users the ability to register for free access to the Weave Solution (a “Free Account”). When registering a Free Account, you will be asked to provide information to participate in certain features or access certain content within the Weave Solution. If you elect not to provide such information, you may not be able to access certain content or participate in certain features within your Free Account, the Weave Solution or any features at all. You agree that you will provide accurate and complete information for your Free Account. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data, and any loss caused by your failure to do so is your responsibility. You are solely responsible for the activity that occurs on your Free Account, including all activities undertaken on your account, whether authorized or unauthorized. Weave is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You understand that you have no ownership rights in your Free Account or other access to the Weave Solution or features therein.  While you have a Free Account, Weave will provide you with maintenance, technical or other support for the Weave Solution.  You agree to abide by any requirements that Weave provides to you in order to receive such support.  You acknowledge that Weave has no express or implied obligation to continue providing you with a Free Account and that Weave may decide to cease making available certain features of the Weave Solution within your Free Account at any time and for any reason. Under no circumstances will Weave be held liable for any damages due to such interruptions or lack of availability of such features.  In accordance with these Terms, Weave may terminate your Free Account and access to the Weave Solution, cancel your Free Account and/or delete all information associated with your Free Account, including Your Property, including if Weave deems that you have violated these Terms, applicable law, or for any other reason, at Weave’s sole discretion.  

2. Premium Account.You may access the Weave Solution by ordering a subscription from Weave (a “Premium Account”).  When registering a Premium Account, you will be asked to provide information to participate in certain features or access certain content within the Weave Solution. If you elect not to provide such information, you will not be able to access the Weave Solution. You agree that you will provide accurate and complete information for your Premium Account. You must be 18 years of age (or such older age, if you are subject to the laws of a specific jurisdiction where you access the Weave Solution) or older to use the Weave Solution. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data, and any loss caused by your failure to do so is your responsibility. You are solely responsible for the activity that occurs on your Premium Account, including all activities undertaken on your Premium Account, whether authorized or unauthorized. Weave is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You understand that you have no ownership rights in your Premium Account or other access to the Weave Solution or features therein. In accordance with these Terms, Weave may suspend, limit, revoke or terminate your access to the Weave Solution, cancel your Premium Account and/or delete all information associated with your Premium Account, including any data, materials, contents or documents you may have created and/or stored within the Weave Solution (such materials, contents or documents being “Your Property”). Weave’s right to suspend, limit, revoke or terminate your access includes, without limitation, if Weave deems that you have violated these Terms or applicable law, at Weave’s sole discretion.

3. Fees.
     (a) Fees. In consideration of your access to the Weave Solution within your Premium Account, you will pay all fees required as set forth in your Order (the “Fees”), without any offset.

     (b) Fee Adjustments. Any adjustments to Fees will only take effect upon Weave giving forty-five (45) days advance written notice to you; and further Weave agrees to limit any Fee adjustments to no more than a five percent annual increase.

     (c) Payments and Payment Information. Except as otherwise provided, Fees set forth in your Order will be: (i) quoted and payable in United States dollars, and (ii) non-cancelable and non-refundable. Fees are due and payable as outlined on the Order. If you pay Fees by credit card or ACH, you authorize Weave to charge your credit card or bank account for all Fees payable with respect to your Premium Account. You further authorize Weave to use a third-party to process payments, and consent to the disclosure of your payment information to such third-party. You agree to provide Weave with complete and accurate billing and contact information and to notify Weave of any changes to such information. Overdue amounts are subject to interest being charged at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is greater. Weave may, without notice and without limiting its other right and remedies, take any one or more of the following actions if payment is not received when due: (i) suspend or limit your access to the Weave Solution, (ii) impose a late fee equal to five percent (5.0%) of the outstanding amount(s) due to Weave; and (iii) terminate your access to the Weave Solution.

     (d) Taxes. The fees specified in the Order do not include any taxes, including, without limitation, direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assess¬ments of any nature, including VAT (subject to reverse charge), GST (subject to reverse charge), excise, sales, use or withhold¬ing taxes you are responsible for payment and reimbursement of all taxes associated with purchases , excluding any taxes based on Weave’s net income.

4. Acceptable Use. For details of Weave’s acceptable use policy, please click on the link here.

5. Service Commitments and Support. For details of Weave’s service level commitment and support policies, please see the Service Level Commitment and Support Services Policy.

6. Prohibited Actions.  You may not do any of the following while accessing or using the Weave Solution: (a) disable, interfere with, or try to circumvent any of the features of the Weave Solution related to security or probe, scan, or test the vulnerability of any of Weave’s systems; (b) copy, modify, create a derivative work of, reverse engineer, or otherwise attempt to discover any source code of or content on the Weave Solution; (c) scrape, spider, use a robot, or use other automated means of any kind to access the Weave Solution; (d) in any way use the Weave Solution to send altered, deceptive, or false source-identifying information; (e) interfere with, or disrupt the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the platforms or services, or in any other manner interfering with or creating an undue burden on the Weave Solution; (f) provide access to any unauthorized party or any competitor of Weave; or (g) use the Weave Solution in a manner that violates any laws and regulations, or violates these Terms.   You understand that the Weave Solution is not configured to receive and store personal health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”) and that Weave is neither a “Covered Entity” nor a “Business Associate,” as those terms are defined in HIPAA, nor is the Weave Solution configured to receive and store personally identifiable information (“PII”) as that term is defined under the Family Education and Privacy Act (“FERPA”). As such, you agree, not to use the Weave Solution or provide access to or submit any PHI or PII to Weave. You shall at all times ensure that the access and use of the Weave Solution complies with HIPAA and FERPA, and any associated regulations.  Weave may restrict or terminate access to the Weave Solution if your activity or foreseeable use of the Weave Solution violates the foregoing enumerated restrictions, or otherwise presents a legal or business risk, in Weave's commercially reasonable discre­tion, including by way of example only, said use or foreseeable use of the Weave Solution would introduce software virus­es or any other computer code, files or programs that are designed or intended to disrupt, damage or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain access to any data or other information of any third party.

7. Proprietary Rights.  The Weave Solution and all content and other materials available or accessible, including without limitation the Weave logo, and all designs, text, graphics, pictures, information, data, software, routines, documentation, technology, sound files, other files, and the selection and arrangement thereof are the sole and exclusive property of Weave. You are granted a limited license, without the right to sublicense (except if you are an accrediting body, or government oversite organization, you may allow your applicants, accredited members, entities subject to oversight and evaluators limited access), to access and use the Weave Solution, for your educational, non-commercial, and internal business use only during the term of your Premium Account or Free Account. Such license is subject to these Terms and any other applicable terms and conditions provided by Weave from time to time. Weave reserves the right to revoke, suspend, limit or terminate this license at any time pursuant to these Terms. You do not have any right to share or use Weave’s trademarks, logos, domain names, and other distinctive brand features for any purpose.  You certify that the Weave Solution will only be used for the purposes allowed in connection with these Terms, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred and you will not provide access to any third party (except if you are an accrediting body, or government oversite organization, you may allow your applicants, accredited members, entities subject to oversight and evaluators limited access).  Except as expressly set forth herein, no other rights or licenses are granted or to be implied in connection with any Weave intellectual property and Weave retains ownership of the Weave Solution and all Weave intellectual property.  You retain ownership of Your Property, and provide Weave a limited right to process, store and utilize Your Property to perform its obligations under these Terms.

8. Feedback.  As part of your access to the Weave Solution, Weave will provide you with the opportunity to submit reports, questionnaires, requests, and/or support information (collectively, “Feedback”) to Weave.  Weave may request this information from you by email, web questionnaires, forms, and other mechanisms.  By agreeing to these Terms and accessing the Weave Solution, you agree that Weave may contact you from time to time about the Weave Solution, and you hereby consent to receive such communications.  Any Feedback you provide is entirely voluntary and Weave may use such Feedback as Weave sees fit for any purpose without any obligation to you.

9. Data Collection and Privacy.  In order to provide, test and help Weave and its partners improve their products and services,  you acknowledge that Weave and its agents will be collecting, using, storing, transmitting, processing and analyzing diagnostic, technical, and usage data and personal data from you in connection with your use of the Weave Solution. Without limiting the foregoing, you hereby grant a non-exclusive, perpetual, irrevocable, royalty-free license to Weave to allow Weave to process and use all such data and information and to create and compile anonymized, aggregated datasets and/or statistics in order to: (a) perform all of its obligations, (b) maintain, enhance and improve the performance and integrity of Weave products or services, (c) understand which Weave products or services are most commonly deployed and preferred by customers and how customers interact with Weave products or services, (d) identify the types of Weave products and services that may require additional maintenance or support, (e) comply with all regulatory, legislative and/or contractual requirements, (f) create and assemble datasets and statistics for the purposes of informing machine learning, (g)  compile anonymous, aggregated datasets and/or statistics for the purposes of informing machine learning, benchmarking, development of best practices and other research, statistical, marketing, and commercial purposes and for the creation of a shared resources library, provided in each case that such aggregated datasets and statistics will not enable users to be individually identified. Weave may offer its subscribers access to a shared library of such anonymized datasets to help promote all subscribers’ use and benefit of the Weave Solution; provided, however, that any subscriber accessing the resource library must also agree to contribute to the shared library resources and provided further that all data will be anonymous and no individual institution will be identifiable in the shared library resources without such institutions prior permission. This data and information may be collected at any time.  The data and information that will be collected includes, but is not limited to, general diagnostic and usage data, various unique device identifiers, various unique system or hardware identifiers, details about hardware and operating system specifications, performance statistics, and data about how you use the Weave Solution, and certain location information.  You agree that Weave may share such diagnostic, technical, and usage logs, data and information with partners and third-party developers for purposes of allowing them to improve their products and services.  By using the Weave Solution, you acknowledge and agree that Weave and its agents have your permission to collect and use all such data and information and use it as set forth above.  See our Privacy Policy for more information on how we collect and use your personal information.

10. Confidential Information.  The parties acknowledge that in the course of a Premium Account and/or Free Account, each party may receive information that one party (the “Disclosing Party”) provides to the other party (“Receiving Party”) that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (the “Confidential Information”). Without limiting the foregoing, you agree that the Weave Solution and any information concerning the Weave Solution (including its nature and existence, features, functionality, screen shots, code, structure, sequence and organization), and any other information disclosed by Weave to you in connection with the Weave Solution, your Premium Account or your Free Account will be considered and referred to as Confidential Information. Each Receiving Party covenants and agrees that neither it nor its agents, employees, officers, directors, trustees or representatives will disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who require access to the Confidential Information to exercise its rights under these Terms and who are bound by written agreement, with terms at least as restrictive as these, not to disclose confidential or proprietary information disclosed to such party, or (b) as such disclosure may be required by law or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written notice to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Each Receiving Party further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information and agrees to use the Confidential Information solely for the permitted uses as set forth in these Terms. Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of Receiving Party, (b) is independently developed by Receiving Party without the use of any Confidential Information, (c) was rightfully obtained from a third party who had the right to transfer or disclose it to Receiving Party without limitation, or (d) any third party software and/or documentation provided to Receiving Party and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under these Terms. All Confidential Information remains the sole property of Disclosing Party and Receiving Party has no implied licenses or other rights in the Confidential Information not specified in these Terms. The Receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. Within five (5) days after a Disclosing Party’s request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information; provided, however, that the Receiving Party shall be entitled to retain archival copies of the Confidential Information of the Disclosing Party solely for legal, regulatory or compliance purposes unless otherwise prohibited by law. Any provision regarding confidentiality is limited to the extent necessary to comply with your obligations regarding public records as a public educational institution in accordance with the laws of the state (within the U.S.) in which your educational institution is domiciled.

11. Warranty Disclaimer.  THE WEAVE SOLUTION AND ANY WEAVE CONFIDENTIAL INFORMATION ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” WEAVE MAKES NO WARRANTIES REGARDING THE WEAVE SOLUTION OR ANY CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. WEAVE DOES NOT GUARANTEE YOUR SATISFACTION WITH THE WEAVE SOLUTION, THE CONFIDENTIAL INFORMATION OR YOUR RESULTS USING ANY OF THE FOREGOING.  WEAVE'S PRODUCTS OR SERVICES, INCLUDING THE WEAVE SOLUTION, MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS AND YOUR OWN EQUIPMENT, AND WEAVE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL USE OF A PREMIUM ACCOUNT, A FREE ACCOUNT, THE WEAVE SOLUTION, AND THE CONFIDENTIAL INFORMATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.  

12. Limitation of Liability.  YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH USE OF A PREMIUM ACCOUNT, A FREE ACCOUNT, AND THE WEAVE SOLUTION PROVIDED UNDER THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE WEAVE SOLUTION ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA, AND IN NO EVENT WILL WEAVE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE WEAVE SOLUTION ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR WEAVE’S PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, EVEN IF WEAVE HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL WEAVE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FEES PAID TO WEAVE IN THE THREE-MONTH PERIOD PRECEDING A CLAIM OR FIFTY DOLLARS ($50.00), WHICHEVER IS GREATER.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification.  You agree to indemnify and hold Weave and its managers, members, officers, employees, agents and representatives (the “Weave Indemnitees”), harmless from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (each a Claim) arising out of, in connection with, or related to: (a) your use of the Weave Solution; or (b) your breach of any of these Terms or any other Weave policies; (c) your use of any Third-Party Products; and (d) any unauthorized use of the Weave Solution or access to your Premium Account or Free Account, as applicable. You will reimburse the Weave Indemnitees upon demand for any expenses reasonably incurred by such Weave Indemnitees in defending such a Claim, including, without limitation, attorneys’ fees and costs, as well as any judgment on or settlement of the claim in respect to which the foregoing relates.

14. Term and Termination.
          (a) Free Account. You may terminate your Free Account at any time, for any reason, but in doing so you must return or destroy any Weave Confidential Information that is in your possession or control (including, without limitation, discontinuing your account to access the Weave Solution); provided however that if you are unable to purge certain Weave Confidential Information from your computer and/or devices, then you agree that you will continue to hold the same as Confidential Information under the terms hereof. Weave may terminate your Free Account at any time, with or without cause, immediately upon notice to you. Promptly on your receipt of Weave’s termination notice (in no event later than thirty (30) days during which you should remove all of Your Property), or earlier if requested by Weave, you will return, cease all use of, and/or destroy all other Confidential Information and delete access to the Weave Solution. Following termination for any reason, Weave may delete all information associated with your account, including Your Property. Following termination for any reason, the restrictions and provisions of these Terms, including without limitation, the provisions of Sections 2 – 15, inclusive, will survive and continue to bind the parties.
          (b) Premium Account. Your Premium Account is purchased as an annual subscription. Your Premium Account subscription will automatically renew for one-year periods, unless you provide a non-renewal notice to us by indicating that you do not want to renew no later than forty-five (45) days prior to the end of your current subscription period. Upon termination or expiration, you must return or destroy any Weave Confidential Information that is in your possession or control (including, without limitation, discontinuing your account to access the Weave Solution); provided however that if you are unable to purge certain Weave Confidential Information from your computer and/or devices, then you agree that you will continue to hold the same as Confidential Information under the terms hereof. In addition to the termination rights set forth herein, Weave may terminate your Premium Account access to the Weave Solution at any time by providing at least 45 days’ notice. You understand and agree that upon expiration or termination, whichever occurs first, the rights granted to access the Weave Solution will be immediately revoked and Weave may deactivate your Premium Account. Within thirty (30) days after the date of termination or expiration for any reason, Weave will make Your Property available for export or download as provided in Weave’s support documentation. After that 30-day period, Weave will have no obligation to maintain or provide Your Property, and may thereafter delete or destroy all copies of Your Property, unless legally prohibited. However, Weave shall have no obligation to delete or destroy any anonymized, aggregated datasets and/or statistics that Weave uses as case studies and/or best practices samples or any other contributions to Weave’s shared resource library or any other data or information Weave may use for machine learning or for additional benchmarking and development functionality. In no event shall any termination relieve you of the obligation to pay any Fees payable to Weave for the period prior to the effective date of termination. Following termination for any reason, Weave may delete all information associated with your account, including Your Property. No refunds will be provided upon termination. Following termination for any reason, the restrictions and provisions of these Terms, including without limitation, the provisions of Sections 2 – 15, inclusive, will survive and continue to bind the parties.

15. Miscellaneous.
     (a) Authority. If you are employed by an accredited educational institution, an accreditor of educational institutions or any government authority with oversight responsibilities, you confirm that you are authorized to enter into these Terms on behalf of such institution, accreditor or oversight authority.

     (b) Limitation on Actions. Except for actions for nonpayment or breach of a party’s proprietary rights or Confidential Information, no action, regardless of form, arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action has accrued.

     (c) Publicity. You grant Weave the right to add your name and organization logo to our customer list and website. Notwithstanding the rights granted herein, your logo, and all designs, text, graphics, pictures, and arrangement thereof are your sole and exclusive property.

     (d) Third-Party Products. Weave disclaims all liability with respect to third-party products that you use, including any non-embedded products and professional services that are provided by third-parties which interoperate with or are used in connection with the Weave Solution, whether available in marketplaces, directories, and links made available through the Weave Solution or non-Weave products or services (collectively, “Third-Party Products”). Weave will have no liability of any kind under these Terms for any Third-Party Products. All understandings, agreements, or warranties, if any, regarding Third-Party Products take place directly between the third-party providers and you, not Weave.

     (e) Force Majeure. Neither party will be responsible for failure or delay of performance, except for payment obligations, if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic, epidemic, national, regional or local emergency; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

     (f) No Export; Compliance. You agree that you will not export or re-export any of the Weave Solution or Confidential Information received from Weave except as authorized by United States law. In particular, but without limitation, the Weave Solution may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Weave Solution, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Weave Solution for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. Further, you certify that you will not transfer or export any product, process or service that is a direct product of this Weave Solution.

     (g) No Waiver or Assignment. No delay or failure to take action under these Terms will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Weave, and no single waiver will constitute a continuing or subsequent waiver. These Terms may not be assigned by you in whole or in part. Any contrary assignment shall be null and void.

     (h) No Third-Party Beneficiaries. Except with respect to Weave Indemnitees, there are no third-party beneficiaries to these Terms.

     (i) Governing Law. These Terms will be governed and construed in accordance with the laws of the state (within the U.S.) in which your educational institution or accreditor organization is domiciled and for any international organizations these Terms are governed by and construed in accordance with the laws of the United States and the State of Arizona, except any body of law concerning conflicts of law. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

     (j) Government End Users. The Weave Solution and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

     (k) Notices. All notices to you will be sent to you at the most recent email address provided by you. It is your responsibility to keep your contact information with Weave updated within the Weave Solution. In the case of Weave, notices shall be addressed to Centrieva, LLC, Attn. CEO, 6166 N. Scottsdale Road, C-4003, Scottsdale, AZ 85253.

     (l) Relationship. The parties are independent contractors, and these Terms do not create an employment relationship, partnership, joint venture, or agency relationship. You may not make any representation, warranty, or promise on Weave’s behalf.

     (m) Surviving Provisions. Each of the sections of these Terms, including the parties’ obligations and rights thereunder, survive termination or expiration of your access to the Weave Solution.

     (n) Severability; Complete Understanding. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms, and any additional policies related to the Weave Solution, constitutes the entire agreement with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. Any translation of these Terms is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these Terms shall govern, to the extent not prohibited by local law in your jurisdiction.