fbpx Skip to content

Terms of Service

These PK Solutions, LLC dba weavix™ Order Terms and Conditions (these “Terms”) govern each order form (each an “Approved Order”) that is issued by weavix™ and accepted by the entity identified on the Order Form (a “Customer”).

These Terms shall govern the delivery, servicing and licensing of any Products or Services specified in an Approved Order. Any capitalized terms not defined in these Terms shall be defined as set forth in the applicable Approved Order. To the extent that there is an inconsistency between these Terms and any Approved Order, the Approved Order shall control with respect to the specific weavix™ Platform Services and prices listed in that Approved Order. These Terms, together with the applicable Approved Order, supersede any prior agreements, proposals or other communications, oral or written, between the parties with respect to the Products and Services specified in that Approved Order. These Terms, together with the applicable Approved Order, supersede all documents, including any purchase orders issued by Customer with respect to equipment, software and services to be provided by weavix™ and any additional or different terms or conditions included on any such documentation are hereby expressly rejected by weavix™.

Weavix™ provides all Products and Services in accordance with a Managed Service Provider Model. All components that are included in an Approved Order are provided as a subscription service and are not sold nor is custody/ownership ever transferred to Customer. For purposes of these Terms, the following shall apply:

“Managed Service Provider” means Weavix™ delivers hardware, software, lifecycle maintenance (commissioning, support, and decommissioning) and data, all “as a service” under a subscription business model. Weavix™ maintains custody of the hardware, provides licenses for the infrastructure and the software, and deploys a services team. The user owns their raw and personal data, and Weavix™ utilizes this data for collection, consumption and interpretation. Any customer data is anonymized to exclude any personal data and aggregated so that source of the individual customer or personal data is no longer available. Data related to the interaction of the any devices using Weavix™ Software, excluding any personal data, is owned by Weavix™. This processed and analyzed data set is owned by Weavix™ and use is permitted for utilization by the user.

“Weavix™ Platform Service Offerings” or “Weavix™ Platform” means, collectively, Weavix™ App, Workforce Diagnostics, Weavix™ API, Weavix™ Cloud Database and WeCare™. These products and services can be delivered individually or collectively and are core components of the Weavix™ Platform. If a customer chooses to use Walt™, Wisp™ or Beacon™ to serve as a data source for Weavix™ then these also become part of the Weavix™ Platform Service Offerings.

“Weavix™ App” means the mobile device app software that runs on iOS or Android devices, including the Walt™. The Weavix ™ App is a communication and collaboration platform tailored for the frontline worker who requires voice and video as a primary input over typed text. All of these communications channels (video, voice & text) are archived for future analysis in the Weavix™ Cloud Database. Features include the push-to-talk, push-to-video, talk-to-text, two-way talk, dedicated and group messages, voice transcription and translation, alerts and notifications, usage analytics, time stamp archive, data security and field meetings. For language translation, in the circumstance where a customer required language is not available, Weavix™ will make reasonable commercial efforts to provide this functionality but cannot guarantee that all language selections will be available.

“Workforce Diagnostics” means the web based console portion of the Weavix™ Platform Service which is used for management, enabling diagnostics and analytics of the worker community for the administrator at either the plant or contractor firm. This console includes the presentation of real-time data in both its current form (monitoring) and analyzed form (diagnostics) as depicted through visual dashboards (charts/graphs) and value metrics (return on investment, aggregate time on tools, etc.). This includes worker time and equipment validation and utilization for each device running the Weavix™ app while onsite.

“Weavix™ API” means the ability to integrate software data from the Weavix™ Platform Services Offerings with other customer systems.

“Weavix™ Cloud Database” means the repository of stored data generated from the Weavix™ platform of tools (hardware and software). This Weavix™ Cloud Database is primarily available in a public cloud, and in certain circumstances, with the mutual agreement of all parties, may be provided via a private cloud. The intent of the database is to serve as a data repository for information generated by customer, a system of record for customer, and to supply anonymized data to create a digital twin for permitted analytics.

“Walt™” means the wearable “smart” radio device that looks like a legacy analog radio but runs the Weavix™ App on the Android OS enabling texting, audio and video communication and collaboration through the Weavix™ Platform. Walt™ runs a customized version of the Weavix™ app (for push button control), and includes the following features: push button controls, noise cancelling microphone, automatic volume control, 120db speaker; positioning and geofencing, remote in video, front and rear cameras, multi-directional cameras, accelerometer, barometer, ultra-rugged form factor, versatile body mount system, glove-friendly controls, quick release batteries, non-invasive antenna design, water and weather resistant, rear flashlight, device security, and over-the-air updates. Walt™ is provided to customers via the Managed Service Provider business model. This model includes a license for device usage and the data created during use.

“Wisp™” means the portable smart device that can identify location through a wireless network transmission. Wisp™ can be provided to customers via the Managed Service Provider business model. This model includes a license for device usage and the data created during use.

“Beacon™” means a fixed IoT device that leverages mesh networking to amplify a signal from a wireless network device. Beacon can be provided to customers via the Managed Service Provider business model. This model includes a license for device usage and the data created during use.

“WeCare™” means the full lifecycle support service provided by Weavix™ for the Weavix™ Platform Service Offerings. WeCare™ is an integral part of the Managed Services. This service includes:

• Replacement of hardware, to include Walt™, Wisp™, and Beacon™, which exceeds useful life or has been determined to reach end of life by Weavix™. Typically, this includes as applicable, useful life for hardware and is two years from first placed into service (however, additional coverage can be obtained beyond the initial two years), but subject to the following exceptions:
o  Unreasonable or negligent use or abuse by user
o  Alterations of any type made by Customer
o  Operations in an unsuitable environment
o  Devices placed in unusual mechanical, physical, or electrical stresses
o  Devices subjected to extreme weather conditions
o  Intentional acts of sabotage by customer
• Release of platform or product enhancements, bug fixes, and new features applicable to the product licensing terms typically provided under the subscription software model.
• Commissioning and decommissioning services for any applicable field hardware and software configurations, including break/fix field service events.
o Exceptions include those listed above as applicable to the specific Customer and/or individual user
• Weavix™ shall use commercially reasonable efforts to make the Platform Services available for access and use by the customer over the internet and subject to those factors which are within the scope of control of Weavix, as defined. Customer access to the Weavix™ platform via the internet shall be available 24 hours each day and 365 days per year. The meaning of availability is defined as the Customer and/or authorized end users can successfully access the Weavix™ web portal running the service specific to the Customer and any responsibility from the inability of Customer to access the same web portal is not within the Weavix™ scope of control.
o Items or events which are not within the scope of control of Weavix™, include but are not limited to:
 hardware and related software owned by Customer or its agent and located in facilities not under Weavix™ operational control (e.g., servers, operating systems, storage);
 connections over the internet or other communication channels from the systems of Customer to the point of connection with Weavix™;
 failure by Customer, as applicable, to implement any updates notified to Customer by Weavix™ to the connection and device requirements for use of the Weavix™ Platform if implementation would have avoided the issue;
 problems caused by activities taken by Customer or its authorized users with respect to networks or systems unless such activities were formally agreed to in writing and in advance with Weavix™;
 changes made by Customer or its users to device hardware or customer services without following requirements specified by Weavix™ in any documentation;
 use of any Weavix™ Platform components other than in the manner specified in any documentation, including failure to use any APIs specified by Weavix™;
 failure of critical infrastructure relating to Customer including but not limited to electrical systems, internet connections or other utility failures.

• All the above is subject to the following minimum technical or functional requirements for the following:
o Mobile devices such as phones
 Android version 8 or higher and 2GB of RAM available to Weavix™
 iPhone 8 and the latest version of the iOS operating system
 Weavix™ web console is not supported on a mobile device
o Tablet device
 Android version 8 or higher and 2GB of RAM available to Weavix™
 iPad fifth generation and the latest version of the iOS operating system
 Weavix™ web console is not supported on a mobile device
o Desktop/Notebook
 Must have a dual core processor with at least 8GB of RAM
 Browser support is for the latest version of Chrome/Edge/Firefox and Safari.
 Any version of Internet Explorer is NOT SUPPORTED
o Any backhaul provided must be at least 200MB down per second or what is required to meet the per MBO requirement
o pLTE provided must be at least 100Mb down for each MBO deployed
o Each endpoint device must have the access to 10MB per second for optimal performance. If the access drops below this level, then this, Weavix™ will automatically reduce functionality, in particular but not limited to, video transmission.

Customer’s sole remedy for any issues covered by WeCare™ relating to any Equipment is limited exclusively to repair or replacement without cost to Customer of any goods or parts found by Weavix™ to be defective if Customer notifies Weavix™ in writing of the alleged defect within the applicable period stated above. Customer must return such Equipment to the Weavix™, or to a different location designated by Weavix™, with transportation prepaid by the Customer, within thirty (30) days of the sending of such notification. weavix™ will upon receipt of the purportedly defective Equipment, weavix™ will promptly send to Customer a replacement of the same or better quality. weavix™ will examine the Equipment returned and determine the reason(s) for any defect and cause for same. If upon examination by weavix™ there proves to be a defect in the Equipment, there will be no additional fee to Customer; however, Customer shall pay the applicable fees for the Equipment if the cause is not a defect in material and workmanship or is due to one or more acts of Customer or Customer user. weavix™ is not responsible for any costs of removal, dismantling or reinstallation of allegedly defective or defective goods. If Customer does not wish to ship the Equipment back to weavix™, the Customer can arrange to have a weavix™ service person to come to the site. The service person’s transportation time and expenses will be invoiced and charged to the account of the Customer. In the event a weavix™ or weavix™-directed service person comes to the site and a determination is made that the Equipment is functioning properly, the service person’s onsite time, transportation time and travel expenses will be charged to the account of the Customer.

To ensure Customer satisfaction, Weavix™ products under WeCare™ are entitled to repair or replacement of the Equipment at no charge during the applicable period. Additionally, Customer have access to Weavix technical phone support. Weavix™ technical support specialists will assist Customer in isolating problems and in device and/or other system configuration. The technical support specialist will assist Customer in obtaining a Return Material Authorization (RMA) number if determined that a product requires warranty repair.

If the Approved Order specifies that Weavix™ will provide Equipment and/or Hardware, and that Equipment (including any software that is integrated and/or incorporated into the Equipment) and Hardware is not manufactured by Weavix™, then the Equipment or Hardware will be warranted to the same extent as the warranties (and subject to the same exclusions) provided by the manufacturers, which shall be assigned by Weavix™ to Customer to the extent assignable. If WeCare™ service is in place, this non-manufactured Equipment will be managed through this service.

If the Approved Order specifies that Weavix™ will provide Installation Services relating to Equipment, Weavix™ will provide Customer with notice that the installation of Equipment has been completed, including any changes orders requested and/or authorized by Customer at the time of installation. Customer will have a period of no more than five (5) business days (the “Acceptance Period“) to confirm that the Equipment has been installed in substantial conformance with the terms of this Approved Order, including any change orders. Unless Customer provides Weavix™ with express written notice within the Acceptance Period that the Equipment installation is not satisfactory, including a detailed explanation and description of the nonconformities, Customer will be deemed to have accepted the Equipment as installed. If Customer provides such written notice, Weavix™ will promptly confirm and correct any non-conformities and give Customer notice of such correction, initiating a subsequent Acceptance Period. This procedure shall repeat until Customer has accepted or is deemed to have accepted the Equipment as installed. Customer acknowledges that any obligation to complete any Equipment installation is conditioned on Customer’s performance of its obligations, including sufficient cooperation, information and access to enable Weavix™ to complete the installation.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS OR THE APPLICABLE APPROVED ORDER, WEAVIX™ MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED UNDER THAT APPROVED ORDER. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS AND SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WEAVIX™ DOES NOT REPRESENT THAT THE USE OF THE PRODUCTS AND SERVICES WILL BE COMPLETELY SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.

WEAVIX™ PLATFORM. If the applicable Approved Order specifies that Weavix™ will provide any part of Weavix™ Platform, the following terms shall apply.

(a) Term of Weavix™ Platform Services. Weavix™ reserves the right to make changes to its hosting and technical infrastructure during the Order Term as deemed reasonably necessary by Weavix™, provided such changes will not materially degrade the performance or functionality of the Weavix™ Platform Services. Unless otherwise specified in the applicable Approved Order, Weavix™ Platform Services are subscribed and licensed for the initial subscription term specified in this Approved Order and shall automatically renew at the end of the initial subscription term for an additional annual period unless Customer gives Weavix™ written notice of non-renewal at least sixty (60) days prior to the end of the then current subscription term. Weavix™ Platform Services are non-cancelable during the first annual term; however, should Customer desire to cancel any part of the Weavix™ Platform after the initial annual period, Customer shall be responsible for the greater of the remainder of the current annual term or a period equal to the value of two (2) full months of the Weavix™ Platform Services being cancelled. After the initial term, Weavix™ reserves the right to amend the fees payable for the Subscription Monitoring Services for the subsequent renewal term upon thirty (30) days prior written notice to Customer.

(b) License Restrictions. Subject to the terms and conditions of the Approved Order, Weavix™ hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to: (i) access and use the Weavix™ Platform Services limited to the number of users for which Customer has paid the applicable fee for the Weavix™ Platform Services specified in the corresponding Approved Order (the “Subscription Fee”) and (ii) use any then-current documentation (if any) provided by Weavix™ in connection with the Weavix™ Platform Services (collectively, “Subscription Documentation”), in the case of (i) and (ii) solely for internal business purposes in accordance with the applicable Approved Order. Where applicable, Weavix™ will deliver to Customer all user IDs and passwords as necessary for Customer’s authorized employees and agents to access the Weavix™ Platform Services in accordance with the applicable Approved Order. Customer is responsible for all activities conducted under its user IDs and passwords and for ensuring its employees’ and agents’ compliance with these Terms and the applicable Approved Order. Customer shall not: (i) resell, sublicense, lease, time-share or otherwise make the Weavix™ Platform Services available to any third party; (ii) use the Weavix™ Platform Services to send or store infringing or unlawful material; (iii) use the Weavix™ Platform Services to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Weavix™ Platform Services or the data contained therein; (v) modify, copy or create derivative works based on the Weavix™ Platform Services; (vi) reverse engineer decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (vii) access the Services for the purpose of building a competitive product or service or copying its features or user interface; (viii) use the Services, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without prior written consent from Weavix™; or (ix) permit access to the Weavix™ Platform Services by a direct competitor of Weavix™.

(c) Accounts and Passwords. Before any user can use the Weavix™ Platform Service, Customer and user must have an account with Weavix™ (an “Account”). A Weavix™ administrator will create for Customer’s users an Account and provide the user with a username and password (the “Password”) that will allow Customer or Customer’s user to access Weavix™ and/or use The Weavix™ Platform Services. The user is responsible for maintaining the confidentiality of the Password and is further responsible for all activities that occur using the Password. Customer agrees not to share the Password, let others access or use the Password or do anything else that might jeopardize the security of the Password. Customer agrees to notify Weavix™ if the Password is lost, stolen, if the user is aware of any unauthorized use of the Password, or if Customer or any user knows of any other breach of security in relation to the Weavix™ Platform Service.

(d) Data Rights. Customer shall retain all ownership rights in any data stored by Customer in the Weavix™ Platform Services, including any personally identifiable data (the “Customer Data“) and in Customer’s confidential information, provided that Customer hereby grants Weavix™ a non-exclusive, worldwide royalty-free, fully paid-up license (including the right to sublicense through multiple tiers) to use, reproduce, distribute and modify any Customer Data, in whole or in part, and Customer’s confidential information as necessary to provide the Weavix™ Platform Services and to evaluate technology performance and benchmarking and marketing purposes. In no case shall Customer Data be construed to be Weavix™ Analytics Data as defined in these Terms.

(e) “Weavix™ Analytics Data” means data extracted, collected, submitted, stored, uploaded, captured by, or otherwise transmitted during use, or reflecting use, of the Weavix™ Platform Services by Customer or Customer’s user as well as the analysis, reports, visualizations, and alerts generated by the Weavix™ Platform Services containing such data. Weavix™ Analytics Data is used to optimize and enhance use of the Weavix™ Platform Services with relevant predictive data, analytics, and reports. Weavix™ Analytics Data can be collected and stored in whole or in part on the Weavix™ Platform Services. For the avoidance of doubt, Weavix™ Analytics Data does not include any part of the Weavix™ Platform Services which may be licensed under these Terms.

(f) Weavix™ retains the rights, title, and interest in the Weavix™ Analytics Data that is submitted, collected, extracted, stored, posted, or otherwise transmitted, in the course of use of the Weavix™ Platform Services by Customer under an Approved Order. Weavix™ has the right to use the Weavix™ Analytics Data (a) to extract, collect, use, copy, reproduce, store, host, maintain, transmit, modify, process, analyze, conduct machine learning and/or predictive analytics on, disclose, and create derivative works of Weavix™ Analytics Data to the extent necessary to provide the applicable Weavix™ Platform Services to Customer; and (b) to extract, collect, use, copy, reproduce, store, host, maintain, transmit, modify, process, analyze, conduct machine learning and/or predictive analytics on, disclose, and create derivative works from Weavix™ Analytics Data (i) to improve, optimize, and enhance the experience of the Weavix™ Platform Services including Weavix™ third-party customers, end-users, and partners using the Weavix™ Platform Services, and (ii) for other development, diagnostic, corrective, and quality-assurance purposes in connection with the Weavix™ Platform Services. When Weavix™ Analytics Data is disclosed to third parties, Weavix™ agrees that such data shall be provided only in anonymized and aggregated form, and that Weavix™ will not reveal the name of Customer as the source of the data to a third-party unless required by law or with consent from Customer. Weavix™ also agrees to take appropriate action to ensure that Weavix™ Analytics Data will not be accessed by unauthorized third parties or collected, used, or disseminated in a manner inconsistent with applicable law or this Agreement.

Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Internet and use the Weavix™ Platform Services, including all third-party access, telecommunications and Internet connection charges unless these are directly addressed in an Approved Order. Customer requirements are defined by Weavix™ in the WeCare™ definitions above. Weavix™, as may be applicable, if at all, will use commercially reasonable efforts to implement and maintain generally accepted industry standard technical, administrative and physical security measures, policies and procedures designed to ensure the confidentiality and privacy of personal data provided to or obtained or stored by Weavix™ in connection with its provision of the Weavix™ Platform Services to Customer.
Weavix™ warrants that it has the right and authority to provide the Equipment, Software and Weavix™ Platform Service made available to Customer by Weavix™. Customer acknowledges and agrees, as between Weavix™ and Customer, Weavix™ will own all right, title and interest in the Software, Weavix™ Platform Service, and any other materials furnished or made available by Weavix™ hereunder, including all modifications and enhancements thereof, including, but not limited to, all rights under copyright and patent and other intellectual property rights. There are no implied rights or licenses granted under this Agreement, except as explicitly provided to Customer herein, and nothing in this Agreement transfers any ownership interest in any intellectual property embodied in any Equipment, Software or Weavix™ Platform Service provided by Weavix™ hereunder. Customer grants to Weavix™ a nonexclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Weavix™ to provide the Weavix™ Platform Service to Customer, and a non-exclusive, transferable, sub-licensable, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, distribute, perform and display the Customer Data as a part of Weavix™ Analytics Data. Weavix™ may monitor Customer’s use of the Weavix™ Platform Service or Software and use data and information related to such use including to compile statistical and performance information related to the provision and operation of the Weavix™ Platform Service to monitor compliance by Customer and Customer users with the Terms.

Weavix™ does not control, verify, or endorse any content that Customer or any user provides in connection with the Weavix™ Platform Service. Users may not submit, upload, post or otherwise make available content protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on Customer. Customer shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, patents, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any content. Customer agrees to not provide, make available or transmit content for use with the Weavix™ Platform Service that: (i) is in breach of confidentiality or privacy obligations, or those of a third party; (ii) encourages or constitutes conduct that would be deemed a criminal offense, gives rise to a civil liability, or otherwise is contrary to the law in any jurisdiction; (iii) is harmful to any software or hardware, including, and without limitation, computer viruses, Trojan horses, corrupted data, or other technology, code or data; or (iv) violates the intellectual property rights of others.

Weavix™ does not control, verify, or endorse any content that Customer or any user provides in connection with the Weavix™ Platform Service. Users may not submit, upload, post or otherwise make available content protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on Customer. Customer shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, patents, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any content. Customer agrees to not provide, make available or transmit content for use with the Weavix™ Platform Service that: (i) is in breach of confidentiality or privacy obligations, or those of a third party; (ii) encourages or constitutes conduct that would be deemed a criminal offense, gives rise to a civil liability, or otherwise is contrary to the law in any jurisdiction; (iii) is harmful to any software or hardware, including, and without limitation, computer viruses, Trojan horses, corrupted data, or other technology, code or data; or (iv) violates the intellectual property rights of others.

All charges, payments and amounts will be in United States dollars. Late payments may be assessed and will be calculated as one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date payment was due until the date paid. Customer shall reimburse Weavix™ for all reasonable costs incurred by Weavix™ in collection of delinquent amounts not subject to a reasonable and good faith dispute. Customer is responsible for any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, excluding taxes based on net income. Customer shall reimburse Weavix™ for all reasonable, pre-approved and appropriately documented travel and related expenses incurred by Weavix™ in performing installation or support services, training or other professional services ordered by Customer. Weavix™ shall have the right to audit Customer’s records and use of Software or Weavix™ Platform Services to verify Customer’s compliance with all the terms of this Agreement and any applicable Approved Order. In the event that any audit reveals a material non-compliance, Customer shall reimburse Weavix™ for the reasonable cost of the audit and shall pay any omitted fees with applicable late penalty.

“Confidential Information” means any information that the receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is being provided by the disclosing party with an expectation that it be treated as confidential and not disclosed to others. The existence and terms and conditions of this Agreement, all Order Forms and all Approved Orders shall be treated as Confidential Information of Weavix™. Each party agrees that it will not use, copy or reproduce such Confidential Information other than to fulfill its duties and obligations under this Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known by the receiving party without restriction on disclosure prior to disclosure by the disclosing party, (ii) generally known to the public without the receiving party’s breach of any confidentiality obligations to the disclosing party, or (iii) lawfully obtained by the receiving party without restriction on disclosure from a third party who is not violating any confidentiality obligations to the disclosing party by making such disclosure. Neither party may disclose to third parties, other than its agents and representatives on a need-to-know basis in order to fulfill the receiving party’s duties and obligations under this Agreement, any Confidential Information of the other party, without the prior written consent of the other party. Notwithstanding the foregoing, each party will be entitled to disclose the Confidential Information of the other party (a) to the extent required by applicable law or (b) the order of a court of competent jurisdiction, government agency or other legal process, provided that the disclosing party will, to the extent not prohibited, provide notice of such required disclosure and allow the non-disclosing party to object prior to the disclosure of the Confidential Information.

Weavix™ Indemnification. Weavix™ shall defend Customer against any claims, demands, suits, or proceedings made or brought against Customer by a third party (a “Claim”) alleging that any Products or Services provided by Weavix™ in the its original form, without modification, and used by Customer in accordance with applicable usage instructions from Weavix™, infringes or misappropriates any intellectual property rights of a third party enforceable in the United States. Upon notice of a claim of intellectual property infringement or if, in the opinion of Weavix™, a claim of intellectual property infringement is likely, Weavix™ shall have the right, at its sole option and expense, to: (a) procure for Customer the right to continue using the affected Products and Services under the terms of this Agreement; (b) replace or modify the affected Products or Services claimed to be non-infringing without material decrease in functionality; or (c) if the foregoing options are not commercially reasonable, terminate this Agreement and if applicable, refund Customer all prepaid fees for the remainder of its Weavix™ Platform Services term after the date of termination. Weavix™ will pay any damages, losses, attorneys’ fees and costs awarded against Customer as a result of any Claim. The remedy set forth in this Section states the sole and exclusive obligation and liability of Weavix™ for intellectual property rights infringement or misappropriation of any kind.

Customer Indemnification. Customer shall defend Weavix™ against any Claim alleging that the Customer Data, or Customer’s use of any Products and Services in contradiction of usage instructions from Weavix™ or in violation of this Agreement, infringes or misappropriates the intellectual property rights of, or has otherwise harmed, such third party. Customer will pay any damages, losses, attorneys’ fees and costs awarded against Weavix™ as a result of any such Claim.

Indemnification Procedure. The indemnified party will (i) promptly notify the indemnifying party in writing of any Claim for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, (ii) allow the indemnifying party to solely control the defense of any Claim and all negotiations for settlement (provided that in no event may either party enter into any third-party agreements which would in any manner whatsoever affect the rights of, or bind the other party in any manner to such third party, without the prior written consent of the other party) and (iii) provide reasonable cooperation to the indemnifying party, at the indemnifying party’s sole expense, in defending the Claim.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM CUSTOMER’S USE OR RELIANCE ON PRODUCTS OR SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, BUSINESS INTERRUPTION, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR CUSTOMER’S USE OF THE PRODUCTS OR SERVICES, HOWEVER ARISING, EVEN IF A PARTY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

EXCEPT FOR THE PARTIES’ INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF AN APPROVED ORDER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED A SUM EQUAL TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY LESS ANY AMOUNTS PAID FOR PRIOR CLAIMS

Without written consent, neither party may use the other party’s logo. However, either party may refer to the other party in its customer or vendor lists.

The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to these Terms or any Approved Order.

Any notice required or permitted hereunder will be given in writing and delivered: (a) in the case of Customer, to the contact person listed on the relevant or latest Approved Order and (b) in the case of Weavix™, to the contact person listed below, by either personal delivery, established overnight courier, facsimile transmission, certified or registered mail, or electronic delivery, receipt confirmed.

PK Solutions, LLC
10811 E Harry
Wichita, Kansas 67207
Attn: General Counsel

Customer may not assign these Terms or any Approved Order or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Weavix™, and any such attempted assignment in violation of the foregoing will be void. These Terms and the corresponding Approved Order shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
In any action to enforce these Terms or an Approved Order, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.
Both parties shall strictly comply with all applicable laws and regulations relating in any manner to the distribution of Products and Services, including all applicable import and export laws, rules and regulations.

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is to be asserted. If any of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining terms shall remain in effect. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Except for Customer’s payment obligations, neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party’s employees), service disruptions involving hardware, software or power systems not within such party’s possession or reasonable control, and denial of service attacks.

These Terms and all Approved Orders shall be governed exclusively by the internal laws of the State of Kansas, without regard to its conflicts of laws rules, and all disputes hereunder shall be subject to the exclusive jurisdiction of the courts located in Sedgwick County, Kansas. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. No modification of any of these Terms shall be effective unless in writing and either signed or accepted electronically by an authorized representative of the party against whom the modification is to be asserted.