TERMS AND CONDITIONS These Terms and Conditions (“Terms”) comprise the terms and conditions under which The Web We Weave, Inc. will supply licenses and or Services. You accept these terms on behalf of the entity you represent (“Company”) (together with its Affiliates) by either: (i) physically or electronically signing the Terms; or (ii) placing an order with The Web We Weave, Inc. on behalf of Company. Upon acceptance, the Terms will remain in effect until terminated by either party. Either party may terminate the Terms at any time and for any reason by providing 30 days prior written notice to the other party.
1. DEFINITIONS AND INTEGRATION
In addition to any definitions contained within the body of these Terms, the following definitions apply:
“Affiliates” means any person, corporation or other entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with Company. For purposes of this definition, “control” means with respect to: (a) with respect to a corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof; and (b) with respect to any other entity, the power to direct the management of such entity.
“Contract” means an agreement, an Order Confirmation, a statement of work or similar document for the supply of licenses or the provision of Services between The Web We Weave, Inc. and Company.
“Licensor” means the legal entity that is the owner of the intellectual property rights vested in the software with the authority to define the End User License Agreement (“EULA”), Product Terms (“PT”) or other terms and conditions for the use of the software and licenses.
“Order Confirmation” means The Web We Weave, Inc.’s acceptance of Company’s purchase order in writing. Company’s order or an automatically generated response by The Web We Weave, Inc. do not represent a binding Order Confirmation.
“Services” means any delivery, installation, configuration, consultation or other professional services as specified by the parties in a Contract.
“The Web We Weave, Inc.” means the The Web We Weave, Inc. entity named in an Order Confirmation or a Contract.
Unless otherwise agreed in writing by The Web We Weave, Inc., all licenses and Services are supplied under these Terms to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by Company prior to or in concluding a Contract. These Terms will apply to each Contract. In the event of a conflict between the Terms and a Contract, the Terms will control unless all of the following apply: (i) the Contract clearly identifies the applicable section of the Terms that is to be modified; and (ii) the Contract clearly states that such provision of the Contract supersedes the conflicting or inconsistent provision in the Terms. Any other attempt to alter or amend these Terms will be deemed void and have no effect. Any modifications to these Terms contained within a Contract are effective as to that Contract only and will not modify the Terms for any other purpose whatsoever. These Terms cannot be modified except in a written document signed by all parties.
2. ORDER AND DELIVERY POLICY
Price quotations and purchase orders are not binding upon either party until an Order Confirmation is delivered. The Order Confirmation is subject to availability by Licensor. Company will receive the licenses by electronic transmission, electronic access or download. Company is responsible for the payment of each order it places and all orders by its Affiliates.
3. RETURN POLICY
The Web We Weave, Inc. will not accept the return of supplied licenses unless such returns are admissible as per the Licensor’s return policies. If the licenses received are not those detailed in the Contract, Company shall inform The Web We Weave, Inc. no later than 10 business days of delivery.
- The Web We Weave, Inc. shall perform the Services with due care and in accordance with the Contracts.
- The Web We Weave, Inc. will not be required to follow any requests or instructions (“Change Request”), which change or supplement the substance or scope of the Services described in a Contract. If The Web We Weave, Inc. provides the Services described in a Change Request, then Company shall pay for such Services pursuant to these Terms and the applicable Contract.
The Web We Weave, Inc. will provide the price of the licenses and the Services. All prices are subject to applicable sales or value added taxes. All prices and availability are subject to change unless agreed upon through a binding Order Confirmation or a Contract signed by both parties.
Any Warranties for all Services performed by The Web We Weave, Inc. will be stated in the applicable Contract and will apply only to the Contract in which they are contained.
7. ORGANIZATION AND AUTHORITY
Each party represents that: (i) they are a valid legal entity in good standing under the laws of the jurisdiction in which they are organized; (ii) they have full power and authority to enter into these Terms and any Contract, which will create a binding agreement between the parties; and (iii) the performance by the parties hereunder will not violate any obligation or duty owed to a third party.
8. DISCLAIMER OF WARRANTIES AND DAMAGES, LIMITATION OF LIABILITY
- Except as stated herein, The Web We Weave, Inc. hereby disclaims all warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall The Web We Weave, Inc., its shareholders, directors, officers, employees or other representatives be liable for general, indirect, consequential, or punitive damages related to any product sold.
- The Web We Weave, Inc.’s liability for any damages relating to licenses or Services available through The Web We Weave, Inc. are limited to the value of the amounts paid by Company under the Contract for such licenses or Services over the last twelve calendar months preceding the incident giving rise to the damage. In no event will The Web We Weave, Inc. be liable for any incidental, consequential, special, punitive or indirect damages of any kind, including damages resulting from delay, loss of profits, lost business opportunity, loss of content, interruption of business or loss of goodwill, which may arise in connection with or pertaining to these Terms or any Contract, even if such party has been notified of the possibility or likelihood of such damages occurring under any theory of law (including tort or other theory).
- Company agrees that any Contract or other document relating to the purchase of licenses or Services submitted to The Web We Weave, Inc. that includes any warranty to Company or that includes language that may create a liability for The Web We Weave, Inc., or conflicts with these Terms, is void and of no effect, unless it complies with the integration requirements stated in Section 1.
9. INTELLECTUAL PROPERTY RIGHTS
Nothing in these Terms provides Company any right, title or interest in or to any intellectual property comprised in the licenses or the Services, which will at all times remain the property of The Web We Weave, Inc. or of the Licensors, as applicable. Company acknowledges that the EULA/PT or similar agreement will outline all usage rights offered by the Licensor to Company with respect to the licenses purchased. Company represents and warrants that it is buying the licenses for its own internal use and not for resale. In the event of conflict between these Terms and the EULA/PT or similar agreement regarding the scope of the intellectual property rights, the warranties and representations conferred to Company, the EULA/PT will prevail.
The Web We Weave, Inc. will not provide any technical support, unless expressly provided in a Contract.
11. NET 30 DAYS PAYMENT TERMS
If payment terms are not indicated in an Order Confirmation, invoices are automatically due 30 calendar days following the invoice date.
12. FORCE MAJEURE
The Web We Weave, Inc. shall not be liable to Company for any loss or damages which may be suffered by Company as a direct or indirect result of the supply of licenses and Services by The Web We Weave, Inc. being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond The Web We Weave, Inc.’s reasonable control including but not limited to acts of God, war, riot, strike, lock-out, fire, flood, and storm.
Subject to applicable law or regulation, the parties shall maintain the confidentiality of any Confidential Information and shall not, without the prior written consent of the disclosing party (“Discloser”), disclose such confidential information to any third party (excluding affiliates). “Confidential Information” means any information that is designated as “Confidential” by the Discloser or that the receiving party (“Recipient”) should reasonably believe to be confidential given the circumstances. Confidential information excludes any information that: (i) is known by the Recipient prior to disclosure; (ii) becomes publically available through no fault of the Recipient; (iii) is disclosed to Recipient by a third party with the legal right to make such disclosure; or (iv) is independently developed by Recipient without use or reference to the Discloser’s Confidential Information. 18 JURISDICTION AND GOVERNING LAW In case of any controversy or dispute, The Web We Weave, Inc., Company and/or the Affiliates shall discuss the matter in controversy or dispute and make a diligent effort to find an amicable solution. If the dispute is not resolved by finding an amicable solution, all disputes arising out of or in connection with these Terms or their validity will be finally resolved by the courts of the state/country in which the offices of the The Web We Weave, Inc. Affiliate entering into the Contract are located. The United Nations Convention on the International Sales of Goods will not apply to these Terms or any Contract.
- The invalidity or unenforceability of any provision of these Terms will not adversely affect the validity or enforceability of the remaining provisions.
- All notices and other communications required or permitted to be served or given shall be in writing.
- The failure of The Web We Weave, Inc. to enforce the terms of these Terms does not constitute a waiver of it and will in no way affect the right to later enforce such terms.
- Any heading, caption, or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.
- These Terms may be executed in any number of counterparts, which taken together will represent a single document. Digital, facsimile, and other electronic signatures will be deemed to be originals and will be enforceable between the parties.
- These Terms together with the Contracts, represent the entire agreement between the parties regarding the subject matter hereof, and supersede all other agreements and understandings