Last amended date: August 2023
The use of this website and the information and services from or relating to this website are provided by Open Weaver Inc (hereinafter referred to as "Company") are subject to the following Terms (hereinafter the "Agreement" or "Terms of Service"), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of and access to the OpenWeaver.com website, all any other Company websites or platforms this Agreement is posted (hereinafter collectively referred to as "Website") and any services provided by or on this Website ("Services").
Binding Arbitration. These Terms of Service provide that all disputes between You and the Company that in any way relate to these Terms of Service or Your use of the Website will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend Your rights under these Terms of Service (expect for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and Yours claims cannot be brought as a class action. Please review the Section below entitled Arbitration for the details regarding Your agreement to arbitrate any disputes with the Company.
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: The Company, as the creator, operator, and publisher of the Website, makes the Website, and certain Services on it, available to users. Open Weaver Inc, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.
b) You, the User, the Client: You, as the user of the Website, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.
The Company may provide You with certain information as a result of Your use of the Website or Services. Such information may include, but is not limited to, documentation, reports, videos, images, code, code snippets, data, or information developed by the Company, and other materials which may assist in Your use of the Website or Services("Company Materials"). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the Website and Services. The Company Materials may not be used for any other purpose, and this license terminates upon Your cessation of use of the Website or Services or at the termination of this Agreement.
a) You agree that all pages, features, code, code snippets, and content provided by Company on this Website, Company Materials, and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). The Website is protected by United States and international copyright and trademark laws. You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to use, copy, modify, reproduce, publish or distribute the Company IP in any way, in whole or in part, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
b) User Content. You can use our Website and Services to develop your own applications, scripts, software, code, executables, designs, descriptions, images, and other software that can make an application ("User Content"). For the avoidance of doubt, User Content only includes materials that you create or otherwise own or contribute to your User Content and does not include any Company IP that we may make available to you in connection with your use of the Website and Services. We do not claim any ownership rights in your User Content, and you retain all ownership rights that you have in your User Content.
c) You agree not to use the Website or Services to create or contribute any User Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other users of the Website through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to the Company that You have the legal right and authorization to provide all User Content to the Company for the purposes and the Company’s use as set forth herein.
d) In exchange for making the Website and Services available to You, You hereby grant the Company a royalty-free, irrevocable, non-exclusive, transferrable right and worldwide license to use and display the User Content to provide the Website and Services to you. Users have the ability to make User Content public or private. Users are solely responsible for determining what User Content they make public and what User Content they make private. By making user content public, you grant an irrevocable, royalty-free license to all users of the website to run, copy, modify, and otherwise use your User Content.
e) While the Company does not regularly review User Content, it reserves the right (but not the obligation) to monitor and edit or remove any User Content submitted to the Website. You grant the Company the right to use the name that You submit in connection with any User Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. You are and shall remain solely responsible for the content of any User Content You make. The Company and its affiliates take no responsibility and assume no liability for any User Content submitted by You or any third party.
f) You agree to defend, indemnify and hold the Company harmless from and against all third-party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by the Company arising out of your User Content.
g) If You feel that any of Your intellectual property rights have been infringed, violated, or misrepresented by the posting of information or media on Our website, You are required to email Us at email@example.com to provide detailed information on the alleged infringement, violation, or misrepresentation and to provide a phone number at which You can be contacted. We will review the detailed information provided and contact You regarding Your concerns in an effort to reach a mutually acceptable resolution of those concerns within 30 days of receipt of your email.
The Website may be used to access certain online services. In some cases, You will not receive a separate notice when the Website connects to those services. Using the Website constitutes your consent to the transmission of standard device information (including, but not limited to, technical information about Your device, system, and application software) to those services. Your use of those services may be governed by additional terms and conditions. Using the online services will constitute Your acceptance of and agreement to be bound by those additional terms and conditions, if any. You may not use any online services in any way that could harm those services, disrupt their operation, or impair any other user’s use of those services or the wireless network through which they are accessed. You may not use the online services to gain unauthorized access to or use of any service, data, account, or network by any means.
As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name, email address, credit card, debit card, or other payment information ("User Account Information"). This User Account Information will enable You to use the Website and Services. If You discover that Your User Account Information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your User Account Information as well as keeping Us apprised of any changes to Your User Account information. You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with Your account. You agree not to allow others to access Your account or utilize Your password. Doing so will compromise the security of Your account.
You agree not to use the Website or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website or Services in any way that could damage the Website, Services, or general business of the Company.
a) You further agree not to use the Website or Services:
We disclaim any responsibility or liability for copyrighted materials created by Users or posted on our Website. If You believe that Your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.
The Company respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), we will respond promptly to notices of alleged infringement that are reported to the Company’s Designated Copyright Agent, identified below.
Notices of Alleged Infringement for Content Made Available on the Website
If You are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Website by sending us a notice ("Notice") complying with the following requirements.
1. Identify the copyrighted works that You claim have been infringed.
2. Identify the material or link You claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Website where such material may be found.
3. Provide Your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
”I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
5. Provide Your full legal name and Your electronic or physical signature.
Deliver this Notice, with all items completed, to our Copyright Agent’s email and mailing address:
1270 6th Avenue, Suite 940
New York, NY firstname.lastname@example.org
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble the Website or Services;
b) Access data not intended for such user or logging onto a server or an account which the user is not authorized to access;
c) Attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
d) Violate the security of the Website or Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
e) Accessing or use the Website or any portion thereof without authorization, in violation of these Terms of Service or in violation of applicable law.
The Company does not accept responsibility for the security of Your account or User Content. You agree that Your use of the Website or Services is at Your own risk.
You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless from and against any and all third-party claims, damages demands, and expenses including reasonable attorney's fees, against or incurred by Us, which may arise from or relate to Your User Content, Your use or misuse or access of the Website or Services, access by anyone accessing the Website or Services by using Your user ID and password, Your breach of this Agreement, Your conduct or actions, or Your violation of applicable law. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
You are strictly prohibited from using the Website or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
The Company posts links to third party websites or other services, features, and Application Programming Interfaces (APIs), including Generative Artificial Intelligence (GAI) APIs. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from Our Website. When You access a non-Company website, please understand that it is independent from the Company, and that the Company has no control over the content on that website. In addition, a link to a non-Company website does not mean that the Company endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to You to take precautions to ensure that whatever You select for Your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If You decide to access any of the third-party websites linked to the Website, You do this entirely at Your own risk. Any non-Company Website, API, software, services, or other products You use in connection with the Services or Website, are subject to their own terms.
The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Website after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.
c) In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.
You acknowledge that the products and Content which are sold or licensed on the Website, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from the Website, You agree to abide by the applicable laws, rules and regulations - including, but not limited to the Export Administration Act and the Arms Export Control Act - and You represent and warrant that You will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any products, You agree that You will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless the Company from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from Your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.
This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this Website. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website.
The Company may need to interrupt Your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Website and User Content may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by deleting your account from the Website and discontinuing use of the Website and Services. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
You agree that Your use of the Website and Services is at Your sole and exclusive risk and that any Services provided by Us are on an "As Is" basis, with all faults, with no representation or warranties of any kind. The Company does not warrant that access to, or use of the Website will be uninterrupted or error-free or that defects in the Website will be corrected. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose, the implied warranty of merchantability, quality of information, quiet enjoyment, and title/non-infringement. The Company makes no warranties that the Website or Services will meet Your needs or that the Website or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability, accuracy, completeness or timeliness of any information or features on the Website or obtained through the Services. The Company makes no warranties that all features will work as intended and may lead to malfunctioning Your User Content. It is possible that the Website could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Website by third parties. You assume total responsibility and risk for Your use of the Website, Website-related services, and linked websites. The Company does not warrant that files available for download will be free of viruses, worms, trojan horses or other destructive programming. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Website or Services is Your sole responsibility to implement procedures sufficient to satisfy Your needs for data back up and security, and that the Company is not liable for any such damage or loss. Warranties relating to products or services offered, sold and distributed by the Company are subject to separate warranty terms and conditions, if any, provided with or in connection with the applicable products or services.
The Company and third parties mentioned on the Website are neither responsible nor liable for any for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages whatsoever (including, without limitation, those resulting from lost profits, lost data, or business interruption) that may occur to You as a result of Your use of the Website, Services, content or information contained within the Website, and/or any linked website, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages. Your sole remedy for dissatisfaction with the Website, Services, and/or linked websites is to stop using the Website and/or those services. To the extent any aspects of the foregoing limitations of liability are not enforceable, the maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount, if any, You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
"Confidential Information" shall include trade secrets, know-how, proprietary information, formulae, processes, techniques and information relating to past, present and future marketing, financial, security controls and research and development activities, whether orally or in writing, that is disclosed by the Company to You whether through this website or is otherwise received or accessed by You. Confidential Information shall not include any particular information that You can demonstrate: (a) is or becomes publicly available other than as a result of a disclosure by You; (b) is or becomes available to You on a nonconfidential basis from a source (other than from the Company) which is not prohibited from disclosing such information to You by any legal, contractual or fiduciary obligation; (c) is independently developed by You without reference to or the use or application of the Company’s Confidential Information, as demonstrated by written or documented evidence; or (d) was known by You prior to disclosure to You by the Company, as demonstrated by written or documented evidence. The fact that individual elements of the Company's Confidential Information may be in the public domain shall not relieve You of your obligations under these Terms unless the specific combination or combinations of elements as disclosed in the Confidential Information are available to the public. You shall not use or disclose any Confidential Information without the prior written consent of the Company.
You may submit comments or ideas about the Services, such as how to improve it. By submitting a comment or idea, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Us under any fiduciary or other obligation, and that We are free to use the comment or idea without any additional compensation to You. By acceptance of Your submission, We do not waive any rights to use similar ideas We already had or obtained from other sources.
a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
b) JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the Website or Services, You agree that the laws of the State of Florida shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Miami-Dade, Florida. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Miami-Dade. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Florida. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.If You desire to assert a claim against the Company, and You therefore elect to seek arbitration, You must first send to the Company, by certified mail, a written notice of Your claim ("Notice"). The Notice to the Company should be addressed to: Open Weaver Inc, 1270 6th Avenue, Suite 940, New York, New York 10018 and email@example.com ("Notice Address"). If the Company desires to assert a claim against You and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for You. A Notice, whether sent by You or by the Company, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If the Company and You do not reach an agreement to resolve the claim within 30 days after the Notice is received, You or the Company may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by The Company or You shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms of Service, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Service, including this arbitration agreement. Unless the Company and You agree otherwise, any arbitration hearings will take place in the county (or parish) of Your billing address. (If You reside outside of the United States, any arbitration hearings will take place in Your country of residence at a location reasonably convenient to You, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims with Your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Service shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Miami-Dade, Florida.
d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
f) NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
i) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
j) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail. For any questions or concerns, please email Us at the following address: firstname.lastname@example.org