On one part, IPICNET S.A. (hereinafter referred to as “ONETREE”), the exclusive and sole owner of all intellectual property rights related to the software named “Weavee” (hereinafter referred to as “Weavee”), as well as all related materials. In this act, Carlos Acle, in his capacity as Director and with sufficient authority for this act, with a contractual address at Víctor Soliño 349, Faro Sur, Floor 11, Montevideo, Uruguay, and on the other part, the Requester for the engagement of the “Weavee” service, detailed in the “Commercial Proposal – SOW” (hereinafter referred to as “CLIENT”), who will act on behalf of the legal contracting of the requested Service.
“ONETREE” is the exclusive and sole owner of all intellectual property rights related to the software named “Weavee” (hereinafter referred to as “Weavee”), as well as all related materials.
This document establishes the Terms and Conditions that will apply to all “Clients” who use “Weavee” in any way, under any of its engagement options. The terms agreed upon with the “CLIENT” are specified in the specific “Commercial Proposal - SOW” of the “CLIENT.”
The use of “Weavee” implies full knowledge and acceptance of these terms and conditions, as well as any decisions made by “Weavee” in accordance with the law regarding any unaddressed issues, without prejudice to any specific conditions that the parties may have expressly agreed upon in writing. If you do not agree with these stipulations, please do not use the system.
The “Client” must ensure that they read and understand the scope of this document and possess the legal capacity necessary to engage, whether on their own behalf or on behalf of a legal entity.
“Weavee” does not guarantee that the “Platform” will operate without interruptions, as it relies on systems controlled by the “Client” and the Client’s providers. For the services provided by “Weavee,” a service level agreement (SLA) of 24 business hours is guaranteed to enable its operation. This SLA can be met only if it depends solely on its own platform, excluding issues arising from services that rely on third-party providers of “Weavee,” such as Adobe (Adobe Commerce) and Microsoft (Azure Services).
"Weavee" is obligated to maintain a service uptime level of at least 99% for the core of its platform, excluding connections made to integrate the Client's systems. Additionally, this uptime percentage does not include interruptions caused by failures or changes in the Client's systems or by failures of their online service providers. "Weavee" is hosted on the Azure platform, and the uptime of the service it provides will be governed by 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,” in its integrative role, ensures the connectivity of the systems but cannot guarantee the proper functioning of the Client's systems.
For the purposes of these Terms and Conditions – MSA, the following expressions shall have the following meanings:
“CLIENT”: Individuals or entities that have completed the engagement process for “Weavee,” in accordance with the regulations of these Terms and Conditions and the “Contracted Plan.”
“Weavee” is a cloud-based Integration Platform made available to the Client via the Internet (Software-as-a-Service) as a service.
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, allowing for data processing by importing and exporting it from within the Integration Platform. The import configurations retrieve data from third-party systems or data sources, while the 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.
For the purposes of these Terms and Conditions – MSA, the following expressions shall have the following meanings:
The license granted for “Weavee” is a temporary, conditional license subject to payment of the price, non-exclusive, non-transferable, and limited to the services and specifications outlined in the “Commercial Proposal – SOW.”
The “Commercial Proposal – SOW” contracted by the “Client” includes all necessary data for the fulfillment of the service and will determine the number of users, the purpose of use of the license, and any other specifications related to the scope of the granted use license, without prejudice to the provisions of this document.
“Weavee” reserves all rights not expressly granted or authorized. The license will be automatically revoked in the event of non-payment of the price.
The “Client” may not assign this License in any way and must use “Weavee” for their own legitimate purposes. The Client also may not modify, copy, adapt, reproduce, disassemble, decompile, translate, or perform reverse engineering.
The “Client” must ensure that the usernames and passwords required for access are secure, confidential, and exclusively in their possession. “Weavee” will not be responsible for any loss or alteration of data in the system.
The following actions are expressly prohibited for the “Client”:
Attempting to breach the security or integrity of the Platform, networks, or complementary services and third-party systems.
Using the Platform in any way that may harm its functionalities or those of other complementary products or services, as well as those of other “Clients.”
Attempting to gain unauthorized access to materials, systems, or resources other than those for which they have been contracted here.
Transmitting or uploading to the Platform files that may damage devices or that contain offensive material or violate regulations.
The “Weavee” software and all intellectual creations present on the “Weavee” Platform, such as texts, photos, images, drawings, videos, manuals, catalogs, trademarks, domain names, software, etc., are owned by “Weavee” or have rights for their use.
The industrial and intellectual property of the CLIENT, such as trademarks, trade names and industrial names, content, insignias, symbols, decorative designs, emblems, or logos of each (and their affiliates), are and will remain the exclusive property of the CLIENT, and no Party may use them without the express consent of their owner.
None of the Parties grants any rights over each other's intellectual property, except for the legitimate use granted in this document.
Neither Party may reproduce the content by any means or use it for commercial purposes, nor modify or adapt it for use on any other site or communication channel of any nature. Any breach of the above shall be considered a violation of the other Party's property rights.
The Parties declare that they hold all necessary registrations and rights over the industrial and intellectual property that may be used under this Agreement, so their use, sale, exploitation, or disposition does not infringe any property rights, patents, copyrights, or industrial property rights belonging to third parties.
Weavee reserves the right to unilaterally modify the scope of the Service, either by adding or removing content. Such modifications will be communicated to the “Client” at least fifteen (15) calendar days in advance via notification in the “User” section of the Weavee system for the “Client” or through an email sent directly to the representative of the “Client.” Urgent corrections necessary for maintaining the security or functionality of the Service ('hot fixes') may be applied without prior notice.
New Services that are added will be governed by these Terms and Conditions.
The term for providing the Service will be defined based on the engagement modality chosen by the “Client” and will commence from the defined start date.
Notwithstanding this, “Weavee” may unilaterally terminate said term or suspend its execution at any time in the event of any of the following situations:
If suspicious activities by the Client are detected or exist;
Due to misuse by the Client, understood as any breach of these Terms and Conditions;
If “Weavee” detects situations of misuse by the “Client” of the site that may cause harm to the Client or to “Weavee.” Misuse is understood to encompass all activities not contemplated in the expected use of the platform, including: Integration of Applications and systems of the “Client” (owned or licensed, on-premises or in the cloud), Business Process Automation, Integrated Data Management, Monitoring and Management of Activities between integrated systems, Use of Templates and Predefined Components, Training and Support, Generation of Documentation and Reports related to the operation of the “Client,” Export of Data generated from the operation of the “Client.”
The price and payment method are established in the “Commercial Proposal – SOW.”
“Weavee” does not store the data generated from the exchanges and transformations that occur between the Client's systems and those of third parties.
Weavee only maintains a log of changes made for support and documentation purposes.
Additionally, data, system access, and users are protected within the standards of services provided by major international cloud providers.
In the event of termination of the service engagement, “Weavee” will proceed to destroy the stored data generated for the execution of the service through its platform within a period not exceeding 60 calendar days from the service termination date. Once the data is deleted, it cannot be recovered.
“Weavee” will generate a certificate of destruction of the data/information/internal projects shared between the parties under this contract, which will contain the following information: date of destruction, method of destruction used, the destructive instance employed, and the person responsible for carrying it out.
“Weavee” has implemented appropriate technical and organizational measures to provide physical and IT security for its “Clients'” data, aimed at preventing loss, unauthorized access, or unauthorized modification. These security measures include the OAuth 2.0 and OpenID Connect protocols provided by Azure. A detailed overview of Weavee's security methods and tools can be accessed through the following link: https://www.weavee.io/seguridad.
Notwithstanding this, “Weavee” does not guarantee that the system will not be accessed unlawfully by unauthorized third parties.
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 team members. The Client must ensure that all credentials are handled confidentially and securely, following best security practices. Additionally, the Client will be responsible for any actions taken under these credentials and must immediately notify Weavee of any unauthorized use, loss, or theft of the same, in order to take appropriate corrective measures. Weavee shall not be liable for any consequences arising from the improper handling of these credentials by the “Client.”
In the event the “Client” suspects any irregular situation related to the security of their account or data, they must immediately communicate this to “Weavee” and take all protective measures within their reach to prevent unauthorized access.
Weavee has an advanced automatic backup system hosted on Microsoft Azure infrastructure. These systems are designed to ensure the integrity and availability of the “Client's” information, allowing for rapid restoration of data and operations to a secure previous state if necessary. Additionally, it utilizes a serverless architecture that dynamically adapts to any technical eventuality that may arise, ensuring an immediate and effective response to the operational needs of the “Client.”
“Weavee” is exempt from any liability for damages of any kind that may be experienced in the “Client's” assets during the term of these T&C, regardless of the origin of such damages.
The “Client” shall indemnify “Weavee” for any potential claims arising from third parties, being solely responsible for the service they provide.
“Weavee” will not be responsible for the use by the “Client” or the decisions made by the “Client” as a result of using the platform.
It also does not guarantee the absence of faults in the “Platform” or their immediate resolution.
“Weavee” is not liable for any potential losses or damages suffered by the “Client” due to such faults or interruptions in access to the “Platform.”
Neither party may assign this Contract without the express, prior, and written consent of the other party. This provision is subject to the exceptions established in these Terms and Conditions - MSA.
“Weavee” may terminate the Contract with the Client without stating reasons, with a prior notice of 60 consecutive days following notification to the super administrator role on the platform.
The “Client” may terminate the monthly and annual Contract without any liability by providing prior notice to the other party with a minimum notice period of 60 calendar days. If the Client has received any benefits in the form of discounts or subsidies for the development of functionalities, connections, or customized Workflows, or discounts on the subscription to their services, and wishes to cancel the service engagement before the stipulated duration of this agreement, they must pay this difference before canceling the agreement.
The parties establish their addresses for the purposes of this Contract at their respective institutional email addresses and accept as valid and effective the notifications and communications made to them.
For this purpose, the parties declare the following email addresses, without prejudice to notifications made to addresses that may become their legal domicile in the future or to emails that may be modified in the future:
“Weavee”: contact@weavee.io
“Client”: as stated in the “Commercial Proposal – SOW”
The scope of confidentiality and the handling of clients' personal data can be reviewed at this link: https://www.weavee.io/en/privacy-policy
This contract shall be governed by the laws in force in the Oriental Republic of Uruguay, and disputes related to the fulfillment of obligations arising from it shall be resolved before the ordinary judicial courts located in the city of Montevideo.
This document and its respective “Commercial Proposal – SOW” represent the COMPLETE CONTRACT between the PARTIES and supersede any prior verbal or written agreements between them regarding the subject matter herein.
If any provision of the CONTRACT is found to be illegal, invalid, or unenforceable under current or future laws or by a court, it shall be deemed excluded. The CONTRACT shall be carried out and executed as if such illegal, invalid, or unenforceable provision had not been part of it, and the remaining provisions herein shall retain their full value and effect.
THE PARTIES agree that there shall be no waiver or consent to the modification of the terms of the CONTRACT unless documented in a written instrument signed by both.