On the one hand, IPICNET S.A. (hereinafter “ONETREE”), which is the exclusive and sole owner of all intellectual property rights to the software called “Weavee” (hereinafter “Weavee”), as well as all the material related to it. In this act by Carlos Acle in his capacity as Director and with sufficient powers for this act, with contractual address at Víctor Soliño 349, Faro Sur, 11th Floor, Montevideo, Uruguay, and on the other hand the Applicant for the contracting of the “Weavee” service, detailed in the “Commercial Proposal - SOW” (hereinafter “CUSTOMER”), who will act as legal representation for the contracting of the requested Service.
“ONETREE” is the exclusive and sole owner of all intellectual property rights to the software called “Weavee” (hereinafter “Weavee”), as well as all the material related to it.
This document establishes the Terms and Conditions that will be applicable to all “Customers” who use “Weavee” in any way, under any of their contracting options. Those agreed with the “CUSTOMER” are set out in the “COMMERCIAL PROPOSAL - SOW” specific to the “CUSTOMER”.
The use of “Weavee” implies full knowledge and acceptance of these terms and conditions, as well as of the decisions that “Weavee” adopts by law on any unforeseen matter, without prejudice to particular conditions that the parties were able to agree to expressly and in writing. If you do not agree with these stipulations, please do not use the system.
The “Customer” must ensure that they read and understand the scope of this document and have the necessary legal capacity to contract, either in their own name or on behalf of a legal entity.
“Weavee” does not guarantee that the “Platform” will work without interruption because it depends on systems controlled by the “Customer” and suppliers of the “Customer”. For the services provided by “Weavee”, a service level agreement (SLA) of 24 business hours is guaranteed to enable their operation. This SLA can be met as long as it depends solely on your platform, this excludes problems generated by services that depend on third-party “Weavee” providers, for example, Adobe (Adobe Commerce) and Microsoft (Azure Services).
“Weavee” undertakes to maintain a level of service operability (“Uptime”) of at least 99% of the core of its platform, excluding connections made to integrate customer systems. In addition, this “Uptime” percentage does not include interruptions caused by failures or changes generated in the “Customer”'s systems or by failures of its online service providers. “Weavee” is hosted on the Azure platform, and the “Uptime” of the service it provides will be governed in accordance with the terms established in the Azure Service Level Agreement (SLA) available at the following link: https://www.microsoft.com/licensing/docs/view/Service-Level-Agreements-SLA-for-Online-Services?lang=1.
Weavee, as a strategic layer of operation and iPaaS infrastructure, ensures connectivity, traceability and maintenance of data flows. However, it does not assume responsibility for the proper functioning, availability, interruptions or unnotified structural changes in the Customer's or third party's source or destination systems.
For the purposes of these Terms and Conditions — MSA, the following expressions shall have these meanings:
“CUSTOMER”: Individuals or legal entities that have carried out the “Weavee” contracting process, as regulated by these Terms and Conditions and the “Contracted Plan”.
“Weavee” is a cloud-based Integration Platform made available to the Customer via the Internet (Software-as-a-Service) as a service.
The Service includes the initial connection, monitoring, traceability of processed data and the absorption of technical complexity to maintain operability in the face of updates to connected systems, all subject to the limits of processing volume (entities) and support hours of the contracted Tier and established in the “Business Proposal - SOW”.
For the purposes of these Terms and Conditions — MSA, the following expressions shall have these meanings:
The license granted is a temporary license, subject to payment of the price, non-exclusive, non-transferable, and limited to the features and specifications set out in the “Commercial Proposal - SOW”.
The “Commercial Proposal - SOW” contracted by the “Customer” includes all the data necessary for the provision of the service and will determine the number of users, the purpose of the license's use, and any other specification regarding the scope of the granted use license, without prejudice to the provisions of this document.
“Weavee” reserves all rights not assigned or explicitly authorized. The license will be automatically terminated in case of non-payment of the price.
The “Customer” may not assign this License in any way and must use “Weavee” for their own legitimate purposes. The “Customer” may not modify, copy, adapt, reproduce, disassemble, decompile, translate, or reverse engineer.
The “Customer” must ensure that the usernames and passwords required for access are secure, confidential, and exclusively in their possession. “Weavee” will not be responsible for the loss or alteration of data in the system.
The “Customer” is expressly prohibited from:
attempt to violate the security or integrity of the Platform, networks, or complementary services and systems of third parties.
carry out load, stress, or penetration testing (pentesting) on the Platform without the prior, express, and written consent of Weavee, as this may affect the performance of the multi-tenant ecosystem.
attempt to gain unauthorized access to materials, systems, or resources other than those for which they have been contracted.
transmit or access Platform files that may damage devices or that contain offensive material or that violate regulations.
The “Weavee” software and all intellectual works existing on the “Weavee” Platform, such as texts, photos, images, drawings, videos, manuals, catalogs, brands, domain names, software, etc., are the property of “Weavee” or “Weavee” holds the rights to use them.
The CUSTOMER's industrial and intellectual property, such as brands, commercial and industrial names, content, badges, symbols, decorative designs, emblems, or logos of each of them (and their affiliates), are and will remain the exclusive property of the CUSTOMER, such that no Party may make use of them without the express consent of their owner.
Neither Party grants any rights to the other's intellectual property, except for the legitimate use granted herein.
Neither Party may reproduce the contents by any means or use them for commercial purposes, or modify or adapt them for use on any other site or communication channel of any nature. Any breach of the foregoing shall be considered a violation of the other Party's property rights.
The Parties declare that they possess all necessary records and rights to industrial and intellectual property that may be used under this Agreement, ensuring that their use, sale, exploitation, or disposal does not infringe any property right, patent, copyright, or industrial property right belonging to third parties.
Weavee reserves the right to unilaterally modify the functionalities of the Service, either by adding or removing functionalities outside the Core of the platform. Such modifications will be communicated to the “Customer” through the “User” portal of the “Customer” Weavee system or through an email sent directly to the “Customer” representative. Urgent corrections necessary to maintain the security or functionality of the Service ('hot fixes') may be applied without notice. These modifications will not affect the CORE functionalities of the platform, namely: connection between third-party systems and monitoring of data exchange.
1.1 Weavee will not be responsible for interruptions caused by abrupt depreciation (sunset), rate limits, or architectural changes imposed by third-party manufacturers without standard industry notice.
Any new Services that are added will be governed by these Terms and Conditions.
The term of provision of the Service will be defined according to the type of contract chosen by the “Customer” and will begin to run from the defined start date.
Notwithstanding this, “Weavee” may at any time unilaterally end this period or suspend its execution, should any of the following situations arise:
The price and method of payment are set out in the “Business Proposal — SOW”.
“Weavee” does not store the data that is generated from the exchanges and transformations that take place between the Customer's and third party systems.
Weavee only records a log of changes made for support and documentation reasons.
In addition, data, access to systems and users are protected within the standards of cloud services provided by the main international providers.
In the event of the 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 within a period of time not exceeding 60 calendar days from the date of cancellation of the service. Once deleted, the data cannot be recovered.
If requested by the Customer, “Weavee” will generate a record of destruction of the data/information/internal projects shared between the parties in view of this contract what the information will contain: date of destruction, method of destruction used and the destructive instance used, the person responsible for carrying it out.
“Weavee” has implemented appropriate technical and organizational measures appropriate to its operations, in order to provide physical and computer security to the data of its “Customers”, aimed at preventing unauthorized loss, access or modification. Within these security measures, the OAuth 2.0 and OpenID Connect protocols provided by Azure are used. You can access a detail of Weavee's security methods and tools through the following link: https://www.weavee.io/seguridad.
Notwithstanding this, “Weavee” does not guarantee that the system will not be unduly accessed by unauthorized third parties.
Credential Management: The Client acknowledges and agrees that they are solely responsible for the administration and secure handling of all access credentials associated with their Weavee account. This includes, but is not limited to, the assignment, distribution, and revocation of such credentials to their team members. The Client must immediately notify Weavee in the event of any unauthorized use, loss, or theft. Weavee is not liable for the consequences of the improper handling of these credentials, and the Client will hold Weavee harmless from any damages or losses arising from such improper handling by their team or third parties under their control.
If the “Customer” suspects any type of irregular situation related to account or data security, they must immediately report this to “Weavee” and take all available protective measures to prevent undue access.
Exclusion of Specific Damages: Weavee is exempt from any liability for damages of any kind that may be incurred by the Client's property during the term of this MSA, regardless of their origin. Furthermore, Weavee is not liable for any losses or damages suffered by the Client due to failures or interruptions in access to the Platform. Weavee also does not guarantee the absence of errors on the Platform or their immediate resolution.
The “Customer” will hold “Weavee” harmless for any possible claim that may arise from third parties, being solely responsible for the service it provides.
Use of the Platform: “Weavee” shall not be responsible for the “Customer’s” use or for business or operational decisions made by the “Customer” arising from the use of the platform.
7.1 “Weavee” shall not be liable for any possible losses or damages suffered by the “Customer” due to such failures or interruptions in access to the “Platform”.
Exclusions of Technical Liability: Weavee shall have no obligation to indemnify or be liable to the extent that a failure or claim arises from: (i) Customer instructions that are contrary to Weavee's technical recommendations; (ii) improper or unauthorized use of integrations; (iii) modifications made to the systems by unauthorized third parties; (iv) information, data, or flows provided by the Customer that are inaccurate or unlawful; or (v) rate limits, processing bottlenecks, or security blocks unilaterally imposed by the Customer's systems or servers that prevent Weavee from injecting or extracting data at the required speed.
8.1 Limitation of Liability: Weavee's total and cumulative liability under the contract established in the "Commercial Proposal - SOW" (whether for contractual, extra-contractual, or other liability) shall be subject to a maximum cap equivalent to the license fees for the contracted TIER actually paid by the Customer to Weavee during the 3 months immediately preceding the event giving rise to the damage. This limitation shall not apply only in cases of willful misconduct, fraud, or deliberate violation of the law by Weavee.
Weavee shall have no obligation to indemnify or be liable to the extent that a claim arises from: (i) Customer instructions that are contrary to Weavee's technical recommendations, (ii) improper or unauthorized use of integrations, (iii) modifications made by unauthorized third parties, (iv) information or data provided by the Customer that is inaccurate or unlawful, or (v) any issues arising from Workflows that have been put into production and tested by the customer.
Neither party may assign this Agreement without the express, prior and written consent of the other party. This point is restricted to the exceptions set out in these Terms and Conditions - MSA.
Service Suspension:“Weavee” may terminate the Contract with the Customer, without cause, with a prior notice of 60 consecutive days after notification to the platform's super administrator role.
1.1 Precautionary Suspension: Weavee may, by notifying the Customer, suspend the service in whole or in part when: (i) the Customer breaches material obligations (including non-payment, improper use, unauthorized access, instructions contrary to law, or security breaches), and such breach is not remedied within 10 business days of notification; or (ii) it is reasonably necessary to comply with applicable regulations, prevent fraud, mitigate security risks, or avoid harm to third parties, in which case the suspension may be immediate.
1.2 Offboarding Assistance: In the event of rescission or termination of this Contract for any reason, and if requested by the Customer, Weavee will provide, by mutual agreement, reasonable offboarding assistance (which may include credential revocation, flow shutdown, technical closure measures, and export of available configurations or logs). This technical assistance will be provided according to a scope and fees that must be agreed upon in advance by the parties..
1.3 Financial Obligations: The termination of the service does not exempt the Customer from their obligation to pay: (i) amounts accrued up to the effective termination date; (ii) custom work or developments already executed or committed; and (iii) reasonable costs for offboarding or transition processes requested by the Customer or deemed strictly necessary.
Notwithstanding the foregoing, the Customer may terminate the Contract by providing prior notice to the other party with a minimum period of 60 calendar days. If the Customer has obtained any benefit in the form of a discount or grant for feature developments, integration costs, connections or Workflows, or discount on the subscription of their services and wants to cancel the contract of the service before the stipulated duration of this agreement (established in “Commercial Proposal - SOW), he must pay this difference before the cancellation of the agreement.
The parties are domiciled for the purposes of this Agreement at their corresponding institutional email addresses and accept as valid and effective the notifications and communications made therein.
For this purpose, the parties declare the following addresses, without prejudice to notifications made at addresses that in the future are their legal address or in emails that may be modified in the future:
“Weavee”: admin@weavee.io and contable@onetree.com
“Customer”: established in the “Business Proposal — SOW”
The scope of confidentiality and the processing of customer personal data can be found at this link https://www.weavee.io/en/privacy-policy
This contract will be governed by the legislation in force in the Eastern Republic of Uruguay and disputes relating to the fulfillment of the obligations deriving from it will be resolved before the ordinary judicial courts based in the city of Montevideo.
This document and its respective “Business Proposal - SOW” represent THE complete CONTRACT between THE PARTIES and supersedes any other oral or written agreement previously concluded between them, on the subject matter of the same.
If any of the provisions of THE CONTRACT become illegal, invalid or invalid under present or future laws or by a Court, it will be considered excluded. THE CONTRACT will be executed and executed, as if said illegal, invalid or invalid provision had not been part of it and the remaining provisions contained therein will retain the same value and effect.
THE PARTIES agree that there will be no withdrawal, nor consent to the modification of the terms of THE CONTRACT that does not appear in a document signed by them.
Weavee reserves the right to modify these Terms and Conditions at any time, with or without individual notice, by publishing a revised version in the corresponding terms and conditions section of its website (https://www.weavee.io/terms-and-conditions) or by notifying the contact established in the "Commercial Proposal - SOW". The updated version will come into effect when you continue to use our services, unless another effective date is expressly stated. We recommend reviewing these terms periodically to stay informed about any changes.
Current version: 1.2.0