TERMS AND CONDITIONS

CONTRACTING “WEAVEE”

In the city of Montevideo, on the day … of ….. 2024, the following contract is agreed upon:

by IPICNET S.A. (hereinafter “ONETREE”) with a contractual address at Víctor Soliño 349 Faro Sur Piso 11, Montevideo, Uruguay

and on the other hand ………….. (hereinafter “Client”) represented by ………. identity document ……. in their capacity as Director and with sufficient authority for this act, with a contractual address at …… RUT ……………………… domiciled in ………………

The parties agree as follows.

Background
1.1. “ONETREE” is the exclusive and sole owner of all intellectual property rights over the software named “Weavee” (hereinafter “Weavee”) as well as all the material related to it.
1.2. This document establishes the Terms and Conditions that will be applicable to all “Clients” who use “Weavee” in any way under any of its contracting options. Those agreed with the “CLIENT” are established in “ANNEX 1” of this contract.
1.3. The use of “Weavee” implies complete knowledge and acceptance of these terms and conditions as well as the decisions that according to law “Weavee” makes on any unforeseen issue, without prejudice to specific conditions that the parties could have expressly agreed upon in writing. If you do not agree with these stipulations, please do not use the system.
1.4. The “Client” must ensure to read and understand the scope of this document and have the legal capacity necessary to contract, either on their own behalf or representing a legal entity.
1.5. “Weavee” does not guarantee that the “Platform” will operate without interruptions as it depends on systems controlled by the “Client” and the “Client's” suppliers. For the services provided by “Weavee”, a service level agreement (SLA) of 24 business hours is ensured to enable its operation. This SLA can be met as long as it depends solely on its platform, excluding problems generated by third-party services of “Weavee”, for example, Adobe (Adobe Commerce) and Microsoft (Azure Services).
1.6. "Weavee" in its role as an integrator ensures the connectivity of systems, but cannot guarantee the correct functioning of the client's systems.

2. Definitions
For the purposes of these Terms and Conditions, the following expressions will have these meanings:
2.1. "Client": Natural or legal persons who have completed the contracting process of "Weavee", according to the regulation of these Terms and Conditions and the "Contracted Plan".
2.2. "Weavee" is a cloud-based Integration Platform made available to the Client over the Internet (Software-as-a-Service) as a service.
2.3. The Service consists of a connection configured within the Integration Platform (Weavee) between the Client's computer systems or data sources and/or those of third parties, which allows processing data by importing and exporting it from within the Integration Platform. Import configurations retrieve data from third-party systems or data sources, and export configurations take the received data, transform it into the format expected by a third-party system, and send it to a third-party system.

3. Rights of Use
3.1. The license granted over "Weavee" is a temporary license, conditional on the payment of the price, non-exclusive, non-transferable, limited in the features and specifications of the "Contracted Plan".
3.2. The use license will be valid as long as the "Client" pays the established price on time and in the agreed manner.
3.3. The "Contracted Plan" by the "Client" includes all the data necessary for the fulfillment of the service and will determine the number of users, purpose of use of the license, and any other specification related to the scope of the granted use license, notwithstanding the provisions of this document.
3.4. "Weavee" reserves all rights not expressly granted or authorized. The license will be automatically terminated in case of non-payment of the price.
3.5. The "Client" may not in any way transfer this License and must use "Weavee" for proper and legitimate purposes. The Client may also not modify, copy, adapt, reproduce, disassemble, decompile, translate, or reverse engineer.
3.6. The "Client" must ensure that the usernames and passwords required to access are secure, confidential, and exclusively in their possession. "Weavee" will not be responsible for the loss or alteration of data in the system.
3.7. It is expressly forbidden for the "Client":
3.7.1. to attempt to compromise the security or integrity of "Weavee", its networks, or third-party complementary services and systems.
3.7.2. to use "Weavee" in any way that may harm its functionalities or those of other products or complementary services; as well as those of other "Clients".
3.7.3. to attempt to gain unauthorized access to materials, systems, or resources other than those contracted.
3.7.4. to transmit or enter into "Weavee" files that may damage devices or contain offensive material or violate regulations.

4. Intellectual Property
4.1. The "Weavee" software and all intellectual creations existing on the "Weavee" Platform, such as texts, photos, images, drawings, videos, manuals, catalogs, trademarks, domain names, software, etc., are owned by "Weavee" or it has rights for their use.
4.2. "Weavee" does not grant any rights over the intellectual property of these items, except for the legitimate use granted in this document to the "Client".
4.3. In no case may the "Client" reproduce the contents by any means or use them for commercial purposes, nor modify or adapt them for use on any other site or communication channel of any nature, considering any breach of the above as a violation by the "Client" of the property rights of "Weavee".

5. Conditions of Service Provision
5.1. "Weavee" may unilaterally modify the scope of the Service, adding or removing content, as long as it publishes this situation on its website or notifies the "Client" directly through an email sent to the "Client's" representative, who is the one signing this contract.
5.2. New Services that are added will be governed by these Terms and Conditions.

6. Duration
6.1. The term of the Service provision will be defined according to the contracting mode chosen by the "Client" and will begin from the start date defined in the SOW of this contract.
6.2. Nevertheless, "Weavee" may at any time unilaterally terminate such term or suspend its execution, in case any of these situations arise:
6.2.1. If suspicious activities by the Client are detected or exist;
6.2.2. If signs of third-party activities attempting to access the Client's data without authorization are noticed;
6.2.3. For improper use by the Client, meaning any breach of these Terms and Conditions;
6.2.4. If "Weavee" detects situations of misuse of the site that could cause damage to the Client or "Weavee".

7. Price and Payment Method
The price and payment method for each of the options available to Clients are those listed in the product and service purchasing process.

8. Client Data
8.1. "Weavee" does not store data generated from exchanges and transformations between the Client's systems and those of third parties.
8.2. Weavee only records a log of changes made for support and documentation reasons.
8.3. Additionally, data, system access, and users are protected within the standards of cloud services provided by top-tier international providers.
8.4. In case of termination of the service contract, "Weavee" will proceed to destroy the stored data that has been generated for the execution of the service through its platform.

9. Responsibility
9.1. "Weavee" has implemented appropriate technical and organizational measures according to its operations to provide physical and computer security to its "Clients" data, aiming to prevent their loss, unauthorized access, or unauthorized modification.
9.2. Despite this, "Weavee" does not guarantee that the system will not be improperly accessed by unauthorized third parties.
9.3. In case the "Client" suspects any irregular situation related to the security of the account or data, they must immediately inform "Weavee" and adopt all protective measures within their reach to prevent unauthorized access.
9.4. "Weavee" is exempt from any type of liability for damages of any kind that may be experienced in the "Client's" assets during the validity of these T&C, regardless of their origin.
9.5. The "Client" will hold "Weavee" harmless from any possible claims arising from third parties, being solely responsible for the service it provides.
9.6. "Weavee" will not be responsible for the use by the "Client" nor for the decisions made by them derived from the use of the platform.
9.7. It also does not guarantee the absence of faults in the "Platform" nor their immediate solution.
9.8. "Weavee" is not responsible for possible losses or damages suffered by the "Client" due to these faults or interruptions in access to the "Platform".

10. Contract Assignment
Neither party may assign this Contract without the express, prior written consent of the other party.

11. Rescission
11.1. "Weavee" may terminate the Contract with the Client, without stating reasons, with a 30-day prior notice starting from a notification to the platform's super administrator role.
11.2. The "Client" may terminate the monthly and annual Contract without any liability, simply by notifying the other party at least 90 days in advance. If the client has obtained any benefit in the form of discounts or subsidies for custom development of functionalities, connections, or Workflows and wishes to cancel the service contract before the duration stipulated in the agreement, they must pay this difference before canceling the agreement.

12. Addresses and Notifications
12.1. The parties establish their corresponding institutional email addresses for the purposes of this Contract and accept notifications and communications made to them as valid and effective.
12.2. The parties declare the following addresses for this purpose:
12.2.1. "Weavee": contact@weavee.io
12.2.2. "Client": ………………………

13. Confidentiality and Personal Data
The scope of confidentiality and the treatment of clients' personal data can be consulted at this link: https://www.weavee.io/en/privacy-policy

14. Legislation and Jurisdiction
This contract will be governed by the laws in force in the Oriental Republic of Uruguay, and disputes related to the fulfillment of the obligations arising from it will be settled before the ordinary judicial courts located in the city of Montevideo.

15. Miscellaneous Provisions
(i) This document and its annexes represent the complete CONTRACT between THE PARTIES and replace any other verbal or written agreement previously made between them, on the subject matter of the same.
(ii) If any provision of THE CONTRACT becomes illegal, invalid, or unenforceable under present or future laws or by a court, it will be deemed excluded. THE CONTRACT will be made and executed as if such illegal, invalid, or unenforceable provision had not been part of it, and the remaining provisions contained herein will retain the same value and effect.
(iii) THE PARTIES agree that there will be no waiver or consent to modify the terms of THE CONTRACT that is not contained in a document signed by them.