Terms of Service
(Version: 4.0 – Effective October 1st, 2022 – November 18, 2022)
Weavix™ provides all Equipment, Software, 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. For purposes of these Terms, the term “Equipment” shall mean any hardware that is subject to an Approved Order, including hardware defined herein that is manufactured by or on behalf of Weavix™ or is manufactured by or on behalf of another entity that may provide hardware that is part of the Managed Services. For instance, this may be network hardware. The term “Software” shall mean any computer readable code which is used to provide functionality to the Equipment and will include any of the software necessary to operate the Weavix™ Platform or to operate hardware of another entity. Any licenses or rights not expressly granted by these Terms shall not arise by implication or otherwise to the benefit of the Customer unless explicitly granted herein and are thereby expressly reserved by Weavix™ or any other entity which may be the rightful owner of the rights to the Software. Upon the expiration of any Subscription, all rights granted shall immediately expire.
“Weavix Platform Service or “Weavix Platform” means, collectively, Weavix™ App (either web based or on a form of mobile device), Workforce Diagnostics, Workforce Protect, 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 by definition also become part of the Weavix™ Platform Service. If network services, such as a private LTE or 5G network, are being provided as part of an Approved Order, then these devices by definition also become part of the Weavix™ Platform.
“Weavix App” means the mobile device app software that runs on iOS or Android devices, including the Walt™ Smart Radio which runs on the Walt™ OS. The Weavix ™ App is a communication and collaboration Platform tailored for the frontline worker who requires voice and video as a primary input along with typed text. All communications channels (video, voice, picture & text) are archived for future analysis in the Weavix™ Cloud Database. Features include: push-to-talk, push-to-video, push-to-picture, talk-to-text, two-way talk, Notebook, Directory, Forms, Web Radio, messaging with 1:1,dedicated, and group messages, including unlimited channels, 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 location and 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.). Components include LiveLook™ to visualize present state and BackTrack™ in order to view/review historical location data. These analytics include worker time utilization and efficiency for each device running the Weavix™ app while onsite.
“Protect” means the web based safety console and alerting and muster feature of the weavix™ Platform which is used to send targeted or mass alerts to walt™ Smart Radios or weavix™ mobile application. Protect™ uses a three-tiered alerting approach, all alerts can be classified depending on severity: informational, warning and danger. Alerts can be sent to a specific geofence or sitewide. Alerts are initiated from the web console and acknowledged by the worker on their device. Facility management is able to utilize the web console map view to confirm muster location of individual users.
“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 Services including Equipment 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 data analytics by Weavix™. Any stored or transmitted data from the Weavix™ Platform Services to the Cloud Database is encrypted both in motion and at rest.
“Walt” means the wearable “smart” radio device that runs the Weavix™ App on the Walt™ OS enabling texting, audio, picture, 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, 105db speaker; positioning and geofencing, front and rear cameras, multi-directional cameras, “man down” button, Wi-Fi hotspot, Bluetooth, NFC, accelerometer, barometer, ultra-rugged form factor, versatile body mount system, glove-friendly controls, non-removable batteries, removable antenna design, water and weather resistant, rear flashlight, device security, and over-the-air updates (communication includes RoIP integration and GMRS redundancy). 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.
“Wrangler” means the mass charging cradle for the walt™ Smart Radios. Wrangler™ can be provided to customers via the Managed Service Provider business model. Wrangler™ charges up to five walt™ Smart Radios at a time via embedded pogo pins and includes the following features: Slot specific NFC tags, water evacuation design, internal magnets for joining multiple wranglers™ together, modular design and screw placement for rack or wall mounting capabilities.
“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™, Wrangler™, and Beacon™, which fails to operate as designed or has been determined to reach end of life by Weavix™ and is subject to the following exceptions:
- Unreasonable or negligent use or abuse by Customer
- Alterations of any type made by Customer
- Operations in an unsuitable environment
- Devices placed in unusual mechanical, physical, or electrical stresses
- Devices subjected to extreme weather conditions
- 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.
- 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 is available 24 hours each day and 365 days per year. The meaning of “available” is defined as the Customer and/or authorized end users can successfully access the Weavix™ web portal running the service specific to the Customer via a standard internet connection. Weavix™ is not responsible for the inability of Customer to access the same web portal if the circumstance is not within the Weavix™ scope of control.
- 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.
- Items or events which are not within the scope of control of Weavix™, include but are not limited to:
- For any Customer provided devices, the above is subject to the following minimum technical or functional requirements:
- Mobile devices such as phones
- Android version 10 or higher and 2GB of RAM available to Weavix™
- iPhone 8 and the 14.8 or newer version of the iOS operating system
- Weavix™ web console is not supported on a mobile device
- Tablet device
- Android version 10 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
- 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
- Any backhaul provided must be at least 200MB down per second or what is required to meet the per MBO requirement
- pLTE provided must be at least 100Mb down for each MBO deployed
- Each endpoint device must have the access to a minimum of 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.
- Mobile devices such as phones
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. Weavix™ Platform Services are subscribed and licensed for the initial subscription term specified in any Approved Order and are non-cancelable during the initial subscription term. The initial subscription term shall automatically renew at the end of the initial subscription term, for an single annual period, unless Customer gives Weavix™ written notice of non-renewal at least sixty (60) days prior to the end of the then initial subscription term. Once renewed under this subsection, Customer may not cancel any subscription term during the term but may terminate this recurring annual subscription before the end of the recurring subscription term by providing written notice of non-renewal at least thirty (30) days prior to the end of the recuring subscription term. After the initial subscription term, Weavix™ reserves the right to amend the fees payable for the Subscription Monitoring Services for the subsequent renewal term upon ninety (90) days prior written notice to Customer in advance of the end of the then current subscription term.
(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 (including third party data, if any); (v) modify, copy or create derivative works based on the Weavix™ Platform Services or other Software if applicable; (vi) reverse engineer decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform Services or other Software if applicable; (vii) access the Platform Services for the purpose of building a competitive product or service or copying its features or user interface; (viii) use the Platform 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™. WEAVIX™ RESERVES THE RIGHT, WITHOUT ANY LIABILITY, TO DISABLE CUSTOMER’S ACCESS TO THE WEAVIX™ PLATFORM SERVICES IN THE EVENT OF ANY MATERIAL BREACH BY CUSTOMER OR ITS USERS, OR ANYONE ACTING ON CUSTOMER’S BEHALF, OF THE PROVISIONS OF THIS LIMITED LICENSE GRANT.
(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 Customer and 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™ Cloud Services and as collected by Weavix™ Platform Services, including any personally identifiable data (the “Customer Data“) and 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. For the avoidance of doubt, data may be generated as a result of the use by Customer of the Weavix™ Platform Services and Weavix™ Cloud Services, including configuration data generated from Equipment or Software and other network management information which is necessary for the Weavix™ Platform Services and Weavix™ Cloud Services to function properly and for Weavix™ to provide the Managed Services contemplated by an Approved Order (“Processed Data”). Customer hereby authorizes Weavix™ to utilize this Processed Data solely for the purpose of providing to Customer the Equipment, Software, and/or Managed Services as contemplated by an Approved Order.
(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 these Terms.
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 Equipment, Software, 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 Equipment, Software, and Services under the terms of these Terms; (b) replace or modify the affected Equipment, Software, or Services claimed to be non-infringing without material decrease in functionality; or (c) if the foregoing options are not commercially reasonable, terminate these Terms 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 Equipment, Software or Platform Services in contradiction of usage instructions from Weavix™ or in violation of these Terms, 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.
Relationship of Parties
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.
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 Equipment, Software, 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.
TOS Ver. 4.0